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                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
     1934

                  For the fiscal year ended September 30, 2008

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

              For the transition period from__________to__________

                         Commission file number 0-32067


                              Coffee Exchange, Inc.
 -------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


            Nevada                                   59-3646899
 -------------------------------------       -----------------------------------
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)


               609 Kiowa, McKinney, Texas                      75071
 ---------------------------------------------------       ------------------
          (Address of principal executive offices)            (Zip Code)

                                 (817)-335-9664
                          -----------------------------
                           (Issuer's telephone number)

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

Title of Each Class                         Name of Exchange on Which Registered
------------------------                   -------------------------------------
       None                                             None
Securities registered under Section 12(g) of the Exchange Act:

                               Title of Each Class
                   -------------------------------------------
                         Common Stock, $0.001 Par Value

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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ X ]

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

State  issuer's   revenues  for  the  fiscal  year  ended   September  30,  2008
were..................$0.00.

The aggregate market value of the voting common stock held by  non-affiliates of
the registrant was approximately $2,653(2,653,000 shares at $.001 per share).

As of December 31, 2008,  there were 12,550,000  shares of common stock,  $0.001
par value, issued and outstanding.

Transitional Small Business Disclosure Format (check one):

     Yes [   ]                                       No [ X ]

<PAGE>

                                TABLE OF CONTENTS


Part I


Item 1         Description of Business                                         1

Item 2          Description of Property                                        2

Item 3         Legal Proceedings                                               2

Item 4         Submission of Matters to a Voted of Security Holders            2

Part II

Item 5         Market for Common  Equity and  Related  Stockholder  Matters
               And Small Business Issuers Purchases of Equity Securities       2

Item 6         Management's Discussion and Analysis or Plan of Operation       3

Item 7         Financial Statements                                            5

Item 8         Changes in and  Disagreements  With  Accounts on  Accounting
               And Financial Disclosures                                       5

Item 8A        Controls and Procedures                                         5

Item 8B        Other Information                                               6

Part III

Item 9         Directors and Executive Officers of the Registrant              6

Item 10        Executive Compensation                                          8

Item 11        Security  Ownership of Certain  Beneficial  Owners
               and Management and Related Stockholder Matters                  8

Item 12        Certain Relationships and Related Transactions                  9

Item 13        Exhibits                                                        9

Item 14        Principal Accountant Fees and Services                          9
               Signatures                                                     10



<PAGE>


FORWARD LOOKING STATEMENTS

This report on Form 10-KSB  contains  statements that plan for or anticipate the
future.  Forward-looking  statements about the future of the blank check ("Blank
Check")  companies in general,  statements  about our future  business plans and
strategies, and most other statements that are not historical in nature. In this
report, the words anticipate, plan, believe, expect, estimate, may, could, will,
and similar  expressions  are intended to identify  forward-looking  statements.
Because forward-looking statements involve future risks and uncertainties, there
are factors  that could cause  actual  results to differ  materially  from those
expressed or implied.  For example, a few of the uncertainties that could affect
the accuracy of forward -looking statements include:

          1.Changes in general  economic and business  conditions,  which affect
            Blank Check companies;

          2.legal or  policy  developments  that  diminish  the  appeal  of  our
            company;

          3.the level of demand for Blank Check companies;  and 4.changes in our
            business strategies.

The Private  Securities  Litigation  Reform Act of 1995,  which provides a "safe
harbor" for similar  statements by existing public companies,  does not apply to
our company.



<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

General Development of the Company

Coffee Exchange, Inc. was incorporated in Florida on January 31, 2000 as Big Sky
Industries I, Inc., as a shell ("Shell")  company,  which conducts  virtually no
business operations, other than our effort investigating opportunities to effect
a merger,  exchange  of  capital  stock,  asset  acquisition,  or other  similar
business combinations ("Business  Combination") with an operating or development
stage business  ("Target  Business').  We registered our Company's common stock,
par value $0.001 ("Common Stock") pursuant to Securities and Exchange Commission
("SEC")  registration  statement  Form  10-SB  (filed  December  6,  2000)  on a
voluntary  basis in order to create a reporting  Shell company.  On December 14,
2000, the SEC approved our Form 10-SB registration statement,  with an effective
date sixty  days  after the filing  date.  The  Company is a  development  stage
enterprise,  as  defined  by  Financial  Accounting  Standards,  ("FAS")  No  7,
"Accounting and Reporting by Development Stage Enterprises."

On November 16, 2007, the Company was  redomiciled as a Nevada  corporation.  On
July 25, 2008, the Company changed its name to Coffee Exchange, Inc.

Our Present Business

We make reference to our entire Form 10-SB registration  statement,  as amended,
filed with the U.S.  Securities  and  Exchange  Commission  on December 6, 2000,
which contains information and more comprehensive discussion of our business and
our industry, information and discussion not required to included in this report
on Form 10-KSB.

We are in our early development and promotional  stages. We are a Shell company,
conducting virtually no business operation,  other than our effort investigating
opportunities  to associate  with a suitable  business  partner and  identifying
merger partners or acquisition  candidates.  We do not engage in any substantive
commercial  business or other  business  operations.  Our executive and business
offices are located at 609 Kiowa, McKinney, Texas 75071.

Our Company's former sole officer and director and current  director,  Mr. Ramon
Chimelis,  devoted  approximately  5% of his time to our business.  Mr. Chimelis
devoted  as much time as was  reasonably  necessary  to carry out our  Company's
business and affairs,  including the evaluation of potential  Target  Businesses
and the negotiation of a Business Combination. On January 22,2008, Carl Olivieri
purchased  900,000  shares of the  Company's  Common stock from Ramon  Chimelis,
which  represented  approximately  85.7% of the Company's issued and outstanding
common shares.  Mr. Olivieri was elected Chairman of the Board,  President,  and
Chief Executive  Officer and expects to devote  approximately 50% of his time to
carry  out  the  Company's  business  affairs.  (See  Note  5  -  Related  Party
Transaction).

We have no full-time  employees.  We expect to use consultants,  attorneys,  and
accountants  as  necessary,  and  we do not  anticipate  a need  to  engage  any
full-time  employees  while we are  investigating  opportunities  and evaluating
Target Businesses. We will address the need for employees and their availability
at the time we make a decision to consummate a specific Business Combination.

We are a  corporate  vehicle  created  to effect a merger,  exchange  of capital
stock,  asset  acquisition,  or  other  similar  Business  Combination  with  an
operating or development stage business,  which desires to employ our Company to
become a reporting  corporation  under the Securities  Exchange Act of 1934 (the
"Exchange  Act"). On December 6, 2000, we registered our Common Stock, par value
$0.001  pursuant to Form 10-SB  registration  statement on a voluntary  basis in
order to create a reporting  Shell  company.  We have a shareholder  base of 319
shareholders and 12,550,000 shares of Common Stock outstanding,  all of which is
restricted  pursuant  to Rule 144 of the  Securities  Act of 1933,  as  amended.
Pursuant to resolution of our board of directors,  no Business  Combination  may
occur prior to our Company obtaining the requisite audited financial  statements
required pursuant to Form 8-K (or its equivalent) promulgated under the Exchange
Act.

On July 29,  2008,  the  Company  entered  into an asset  agreement  with Coffee
Exchange  of The  Americas  Corporation  ("CEOTA")  to acquire a coffee  shop in
Dallas, Texas and a coffee shop in Arlington, Texas. In contemplation of closing
the asset purchase  agreement,  the Company issued the  shareholders  of CEOTA a
total of 11,500,000 of the Company's  restricted  common stock.  On November 27,
2008,  the  Company  provided  notice to CEOTA that it was  canceling  the Asset
Purchase Agreement dated July 24, 2008 due to the Company's  inability to secure
assignments of leases for the coffee shops operated by CEOTA.

                                       1
<PAGE>
ITEM 1. DESCRIPTION OF BUSINESS (CONTINUED)

The Company elected,  as settlement of the cancellation,  to allow CEOTA and its
shareholders  to retain the  11,500,000  shares of the  Company's  common  stock
previously  issued  in  anticipation  of  the  asset  purchase  agreement  being
completed.

As a Shell  corporation,  we face special risks  inherent in the  investigation,
acquisition, or involvement in a new business opportunity.  Further, as a new or
start-up company, we face all of the unforeseen costs,  expenses,  problems, and
difficulties related to new companies.

No  trading  market  in our  Common  Stock  presently  exists.  In  light of the
restrictions  concerning  Shell companies  contained in many state blue sky laws
and  regulations,  it is not likely that a trading market will be created in our
Common  Stock  until such time as a  Memorandum  of  Understanding  results in a
signed agreement between the Company's current majority shareholder and a Target
Business.  We cannot  assure  that a trading  market in our  Common  Stock  will
develop,  after a Business  Combination occurs,  especially in light of the U.S.
Securities  and Exchange  Commission's  view that Rule 144 is not  available for
resale  transactions for securities  issued by Blank Check  companies,  and that
resale of such securities cannot occur without registration under the Securities
Act.

We cannot presently ascertain with any degree or certainty the costs required to
structure  and  consummate  the  identified  Business   Combination   (including
negotiating  relevant  agreements and preparing  requisite  documents for filing
pursuant to applicable securities laws and state blue sky and corporation laws).

ITEM 2. PROPERTIES

Our executive and business offices are currently located at 609 Kiowa, McKinney,
Texas 75071. Pursuant to an oral arrangement, we sub-lease our office space on a
month-to-month  basis  free of  charge  from Mr.  Olivieri,  our  current  Chief
Executive  Officer and  Chairman of the Board.  We believe  this office space is
adequate  to  serve  our  needs  until  such  time  as  an  identified  Business
Combination with a Target Business  occurs.  Mr. Olivieri has agreed to continue
the  current  sub-lease  arrangement  for office  space,  pursuant  to the terms
described above,  until such time as an identified  Business  Combination with a
Target Business occurs.

ITEM 3. LEGAL PROCEEDINGS.

As of September 30, 2008, we are not a party to any material legal  proceedings,
nor are we aware of any threatened litigation of a material nature.

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

No matter was  submitted  to a vote of our  security  holders  during the fourth
quarter of our fiscal year.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS.

Market Information

No public trading market presently  exists for the Company's Common Stock,  and,
other than the  execution of the  Memorandum of  Understanding  with Exchange of
America's,  Inc.  (See  discussion  above) there are no other plans,  proposals,
arrangements,  or understandings  with any person with regard to the development
of any trading  market in any of the Company's  securities.  No shares of Common
Stock have been  registered for resale under the federal  securities laws or the
blue sky laws of any state.  We cannot  guarantee  that any trading  market will
develop in our Common  Stock at any time in the future,  especially  in light of
the  U.S.  Securities  and  Exchange  Commission's  view  that  Rule  144 is not
available  for  resale   transactions  for  securities  issued  by  Blank  Check
companies,  and  that  the  resale  of  such  securities  cannot  occur  without
registration under the Securities Act. Further,  the holders of shares of Common
Stock and persons who may desire to purchase shares of Common Stock in any

                                       2
<PAGE>
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS.
        (CONTINUED)

trading market that might develop in the future,  should be aware that there may
be significant  state blue sky law restrictions upon the ability of shareholders
to sell their shares and of  purchasers  to purchase the shares of Common Stock.
Some  jurisdictions  may not allow the trading or resale of  blind-pool or Blank
Check  securities  under any  circumstances.  Accordingly,  shareholders  should
consider the secondary market for the Company's securities to be limited one.

We do not intend to develop any trading  market in the  Company's  Common  Stock
until such time as a  Business  Combination  is  effectuated  and the  requisite
audited financial  statements  required pursuant to Form 8-K (or its equivalent)
are filed with the SEC. No assurances are made,  however,  that a trading market
for the Company's Common Stock will ever develop.

Holders

As of September  30, 2008,  the Company has 319  shareholders  of record for its
Common Stock.

Dividends

Since  inception,  the  Company  has not  declared  or paid cash  dividends.  No
restrictions  limit our  ability to pay  dividends  on our Common  Stock.  We do
expect to pay any dividends in the near future.

Recent Sales of Unregistered Securities

As of September 30, 2008,  we have issued an aggregate of  12,550,000  shares of
Common Stock as follows:

In September,  2008, we issued  11,500,000  shares of restricted common stock to
the   Shareholders  of  Coffee  Exchange  of  The  Americas,   Inc.  (CEOTA)  in
anticipation of the closing of an asset purchase  agreement entered into in July
2008.  In December  2008,  the Company  determined  that it would not be able to
complete  the asset  purchase  agreement  with CEOTA  because it was not able to
secure  the  assignment  of the  leases  on the  CEOTA  locations.  The  Company
determined  that it would allow the CEOTA  shareholders to retain the restricted
common  stock  issued by the  Company  as part of the  termination  of the asset
purchase  agreement.  The  restricted  common shares were valued at par value of
$0.001 per share for a total of $11,500.

On  January  31,  2000,  we  adopted  and  agreed to be bound by the items of an
organizational  agreement.  Mr.  Chimelis,  former sole officer and director and
current  director,  pursuant  to which Mr.  Chimelis  agreed to provide  cash in
return for the issuance to him of Company  securities.  Accordingly,  on January
31, 2000, we issued Mr. Chimelis a total of 1,000,000  shares of Common Stock at
$0.001 per share. The cash  consideration  provided by Mr. Chimelis  pursuant to
the terms of the organizational agreement totaled $1,000.00.

In January 2000, the Company issued 50,000 shares valued at $50 as consideration
for services rendered by one of the two founding stockholders of the Company for
the formation of the Company.

The Company relied on Section 4(2) of the Securities  Act, since the transaction
did not involve any public offering.

No underwriters  were utilized and no commissions or fees were paid with respect
to any of the above  transactions.  No other  shares of Common  Stock  have been
issued by our Company in any other transaction.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

This Annual Report on Form 10-KSB should be read in conjunction with our audited
financial  statements  and notes,  which are attached  hereto  beginning on page
F-1and have been  incorporated  by reference  into Item 7 of this Report on Form
10-KSB.

This Annual Report on Form 10-KSB contains forward-looking  statements. For this
purpose,  any  statements  contained in it that are not statements of historical
fact should be regarded as forward-looking  statements.  For example,  the words
believe,   anticipates,   plans,   and   expects   are   intended   to  identify
forward-looking  statements.  There are a number of important factors that could
cause our Company's actual results to differ  materially from those indicated by
such forward-looking statements.

                                       3
<PAGE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
        (CONTINUED)

Plan of Operation

Coffee  Exchange,  Inc. is presently a  development  stage company that conducts
virtually no business  operations,  other than  investigating  opportunities  to
effect a merger, exchange of capital stock, asset acquisition,  or other similar
business combination (a "Business Combination") with an operating or development
stage  business  ("Target  Business"),  which  desires to employ the  Company to
become a reporting  corporation  under the  Securities  Exchange Act of 1934. To
date, we have not engaged in any operations,  nor have we generated any revenue;
it has not received cash flow from business  operations.  The Company will carry
out its plan of business as discussed above.

See "Description of Business." We do not have significant cash or other material
assets,  nor do we have an  established  source of  revenue  needed to cover the
costs of normal operations, which would allow us to continue as a going concern.
These  financial   statements  have  been  prepared  using  generally   accepted
accounting  principles  applicable to a going concern,  which  contemplates  the
realization  of assets and  liquidation  of  liabilities in the normal course of
business.  Our ability to meet those obligations and continue as a going concern
is  dependent  upon  us  raising  new  capital  through  advances  from  current
shareholders  and issuing equity  securities to complete a Business  Combination
transaction  with a Target  Business.  If it becomes  necessary  for us to raise
additional funds to support normal operations during the next twelve months, our
principal  shareholder,  Chairman of the Board and Chief Executive Officer, Carl
Olivieri,  will advance funds as needed.  If we need to raise funds beyond funds
needed for normal  operations,  we may choose to sell  additional  common stock,
especially if we complete a business transaction with a Target Business.

Since inception,  we have received a cash infusion of $1,187. With the exception
of certain other professional fees and costs related to a Business  Combination,
we expect that we will incur minimal  operating  costs and, as indicated  above,
our principal shareholder, former sole officer and director and current director
will advance funds,  as needed,  to meet our cash  requirements  during the next
twelve months.It is likely, however, that a Business Combination might not occur
during the next twelve months;  and in the event that our principal  shareholder
does not advance adequate funds to support normal  operations and we deplete our
present cash  reserves  prior to completing a Business  Combination  transaction
with a Target Business,  we may cease operations and a Business  Combination may
not occur.

We have not yet identified another Business Combination opportunity;  therefore,
we are  unable  to  predict  our  cash  requirements  subsequent  to a  Business
Combination with an unidentified Target Business.  As indicated above, we may be
required  to  raise  capital  through  the  sale of or  issuance  of  additional
securities,  in order to  ensure  that we can meet our  operating  costs for the
remainder of our fiscal year, if we complete a Business Combination  transaction
with a Target Business.  In the event that we elect to raise additional  capital
by selling common stock, prior to, or in connection with,  completing a Business
Combination  transaction,  we expect to do so through the private  placement  of
restricted securities.

There are no agreements or  understandings of any kind with respect to any loans
from  officers or directors of the Company on behalf of the Company,  other than
that describe above.

Our cash  reserves  have been minimal since  inception;  therefore,  we have not
compensated our officers or directors.  In the near term, we may compensate them
for their services by issuing them stock in lieu of cash.  Presently,  there are
no  arrangements  or  anticipated  arrangements  to pay any  type of  additional
compensation  to any officer or director.  Regardless of whether our cash assets
prove  to be  inadequate  to  meet  our  operational  needs,  we  might  seek to
compensate providers of services by the issuance of stock in lieu of cash.

                                       4
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

The Financial  Statements of the Company and the accompanying  notes thereto and
the  independent's  registered  public  accounting firm's report are included as
part of this Form 10-KSB and immediately  follow the signature page of this Form
10-KSB, beginning with page F-1.


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

         None

ITEM 8A.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The  Company's  management  evaluated,  with  the  participation  of  its  Chief
Executive Officer ("CEO") and Chief Financial Officer ("CFO"), the effectiveness
of the design/operation of its disclosure controls and procedures (as defined in
Rules  13a-15(e) and  15d-15(e)  under the  Securities  Exchange Act of 1934, as
amended ("Exchange Act")) as of September 30, 2008.

Disclosure  controls  and  procedures  refer to  controls  and other  procedures
designed to ensure that  information  required to be disclosed in the reports we
file or submit under the Exchange Act, is recorded,  processed,  summarized  and
reported within the time periods specified in the rules and forms of the SEC and
that  such  information  is  accumulated  and  communicated  to our  management,
including  our  chief  executive  officer  and  chief  financial   officer,   as
appropriate,  to  allow  timely  decisions  regarding  required  disclosure.  In
designing and  evaluating  our disclosure  controls and  procedures,  management
recognizes  that any controls and  procedures,  no matter how well  designed and
operated, can provide only reasonable assurance of achieving the desired control
objectives,  and  management is required to apply its judgment in evaluating and
implementing possible controls and procedures.

Management  conducted its evaluation of disclosure controls and procedures under
the supervision of our principal  executive officer and our principal  financial
officer.  Based on that  evaluation,  management  concluded  that our  financial
disclosure controls and procedures were not effective related to the preparation
of the 10-KSB filing as of September 30, 2008.

Material Weaknesses Identified

In connection  with the  preparation  of our financial  statements  for the year
ended September 30, 2008, certain  significant  deficiencies in internal control
became  evident  to  management  that,  in  the  aggregate,  represent  material
weaknesses,  including,  insufficient  segregation  of duties in our finance and
accounting  functions due to limited personnel.  During the year ended September
30,  2008,  the  company  internally  performed  all  aspects  of our  financial
reporting  process,  including,  but not  limited to,  access to the  underlying
accounting  records and systems,  the ability to post and record journal entries
and responsibility for the preparation of the financial  statements.  Due to the
fact these duties were performed oftentimes by the same people, a lack of review
was created over the financial  reporting process that might result in a failure
to detect errors in spreadsheets,  calculations,  or assumptions used to compile
the financial  statements  and related  disclosures as filed with the SEC. These
control  deficiencies could result in a material  misstatement to our interim or
annual financial statements that would not be prevented or detected.

The Company does not have a sufficient  number of independent  directors for our
board and audit  committee.  We currently only have one independent  director on
our board,  which is comprised of 2 directors,  and we do not have a functioning
audit  committee.  As a  publicly-traded  company,  we  should  strive to have a
majority of our board of directors be independent.

                                       5
<PAGE>

ITEM 8A.  CONTROLS AND PROCEDURES - CONTINUED

Management's Report on Internal Control over Financial Reporting

Our management 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. Our  management is also required to assess and report on
the effectiveness of our internal control over financial reporting in accordance
with Section 404 of the Sarbanes-Oxley  Act of 2002 ("Section 404").  Management
assessed the  effectiveness of our internal control over financial  reporting as
of September 30, 2008. In making this assessment, we used the criteria set forth
by the Committee of Sponsoring  Organizations of the Treadway  Commission (COSO)
in  Internal  Control -  Integrated  Framework.  During  our  assessment  of the
effectiveness of internal  control over financial  reporting as of September 30,
2008,  management  identified  a material  deficiency  as  described  Disclosure
Controls and Procedures assessment.

Based on the material  weaknesses  noted above,  management  concludes  that the
internal  controls over financial  reporting are not effective for the year 2008
as a whole.  We  intend to take  appropriate  and  reasonable  steps to make the
necessary improvements to remediate these deficiencies and we intend to consider
the  results  of our  remediation  efforts  and  related  testing as part of our
year-end  2009  assessment  of the  effectiveness  of our internal  control over
financial  reporting.  During the most recently  completed fiscal year September
30, 2008,  the Company made the  following  changes (1) hired a Chief  Financial
Officer who has SEC reporting  experience,  (2) instituted use of SEC disclosure
checklist for each financial  report,  and (3) completed the centralizing of its
accounting records in its New Mexico offices.  Nothing has come to the attention
of  management  that causes them to believe  that any material  inaccuracies  or
errors exist in our financial statements as of September 30, 2008.

Changes in Internal Controls over Financial Reporting

Other than the  matters  discussed  above,  during  the  period  covered by this
report,  there were no significant  changes in the Company's  internal  controls
over financial  reporting that have materially affected or are reasonably likely
to materially affect the Company's internal controls over financial reporting.

It should be noted  that any  system of  controls,  however  well  designed  and
operated,  can provide only  reasonable,  and not absolute,  assurance  that the
objectives of the system are met. In addition,  the design of any control system
is based in part upon certain assumptions about the likelihood of future events.
Because of these and other inherent  limitations of control system, there can be
no assurance  that any design will  succeed in achieving  its stated goals under
all potential future conditions, regardless of how remote.

Auditor Attestation

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 rules of the  Securities  and
Exchange Commission that permit the company to provide only management's report.

ITEM 8B. OTHER INFORMATION.

On November 28, 2008,  Randy Moseley  resigned as the Company's  Executive  Vice
President and Chief Financial Officer.

PART III

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

Name                  Age                          Position
--------            ----------            ---------------------------
Carl Olivieri         45                  Chairman, CEO, President, Principal
                                          Financial Officer
Ramon Chimelis        42                  Director, Former President,
                                          Treasurer, Secretary

                                       6
<PAGE>

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

Mr. Olivieri,  is currently the Chairman of the Board,  Chief Executive Officer,
President and Principal  Financial Officer of Coffee Exchange,  Inc.and has held
that position since  November 20, 2007.  Since January 22, 2007, he has held the
position of Chairman of the Board,  Chief  Executive  Officer and  President  of
Coffee Exchange of America's,  Inc. He previously  served as Chairman and CEO of
Global Triad Inc. from February 2007 to September  2007. From October 2003 until
October  2006,  he served as  Executive  Vice  President  and  Director of Urban
Television Corporation.

Mr.  Chimelis  served  as our  president,  treasurer,  and  secretary  since our
inception in January 2000 to November 20, 2007. Additionally, Mr. Chimelis is an
officer and director of other Shell companies with the same business plan as the
Company.  See "Directors,  Executive  Officers,  Promoters and Control  Persons,
Other Blank Check  Activities."  Since June 2003,  Mr.  Chimelis  has been self-
employed,  engaged in day  trading.  Form  January  2000 to June 2003,  he was a
shareholder,  officer and director of Design  Pallets,  Inc., a manufacturer  of
corrugated pallets, located in Orlando,  Florida. From 1999 to January 2000, Mr.
Chimelis was engaged in day trading through  Gunslinger Group, Inc., a privately
held  investing  firm.  From  1998  to  1999  he  served  as  a  trader  at  the
broker-dealer firm of JOQ Financial, Inc., and from 1995 to 1998, he was a stock
broker at Collner  Higgins  and  Higgins  and  Anderson.  Mr.  Chimelis  studied
business finance at Brevard Community College from 1984 to 1989.

As of the date hereof,  Mr.  Olivieri,  chairman of the board,  chief  executive
officer,  and president is the only persons who performs material  operations on
behalf of the Company, and he does not anticipate making any significant changes
in the  composition  of  Company  officers  or  directors,  until such time as a
Business  Combination  occurs.  Mr.  Olivieri  assumed his current  positions on
November 20, 2007. Mr. Chimelis,  former president,  treasurer,  secretary,  and
sole director and current  director was the only person who  performed  material
operations on behalf of the Company prior to November 20, 2007.

Each director is elected until the next Annual Meeting of shareholders and until
a  successor  is  qualified.  Ramon  Chimelis  was the  initial  promoter of the
Company; the Company had no other promoter.

COMMITTEES

Audit Committee Financial Expert

The Securities and Exchange  Commission has adopted rules  implementing  Section
407 of the  Sarbanes-Oxley  Act of 2002 requiring  public  companies to disclose
information  about "audit committee  financial  experts." As of the date of this
Annual report,  we do not have a standing Audit Committee.  The functions of the
Audit  Committee  are  currently   assumed  by  our  full  Board  of  Directors.
Additionally,  we do not have a member of our Board of Directors  that qualifies
as an "audit  committee  financial  expert." For that reason,  we do not have an
audit committee financial expert.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

To the best of our  knowledge,  based  solely on a review of the  copies of such
reports  furnished to us and written  representation  that no other  reports are
required,   Section  16(a)  filing  requirements  applicable  to  our  officers,
directors,  and greater  than ten percent  beneficial  owners were filed  timely
during the most recent fiscal year.


                                       7
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

Compensation of Officers

During the period covered by this report, the Company's  executive and directors
received no salary or any other type of  compensation.  There are no  employment
agreements  with our  executive  officers.  On November 20, 2007,  Mr.  Olivieri
assumed the positions of chairman,  president,  and chief executive officer; Mr.
Chimelis resigned from his position as Chairman of the Board and Chief Executive
Officer,  but  remains  as a member  of the  board  of  directors.  Pursuant  to
Instruction  5 to Item 402 (a) (2) of  Regulation  S-B,  no table or  column  is
provided in this Item 10 to this report on Form 10-KSB.

Compensation of Directors

During the period covered by this report, the directors received no compensation
in their capacity as directors of the Company.  As of the date hereof, we do not
have in place a compensation arrangement for our directors for their services as
directors, for committee participation, or special assignments.

Employee Stock Option Plan

We have no stock option, retirement, pension, or profit-sharing programs for the
benefit  of  directors,  officers,  or other  employees;  however,  our board of
directors may recommend adoption of one or more such programs in the future.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following  table sets forth,  as of the date hereof,  the names,  addresses,
amount and nature of beneficial  ownership and percent of such ownership of each
person or group  known to the  Company to be the  beneficial  owner of more than
five percent (5%) of the Company's Common Stock.


     Name and Address of           Amount and Nature
      Beneficial Owner          of Beneficial Ownership       Percent of Class
 ---------------------------   ------------------------       -----------------
Min Olivieri
609 Kiowa
McKinney, Texas   75071                 4,000,000                   31.87%

Randy Moseley
609 Kiowa
McKinney, Texas  75071                    700,000                    5.57%


The following table sets forth, as of the date hereof,  the names and addresses,
amount and nature of beneficial  ownership and percent of such  ownership of the
Company's Common Stock of each of the officers and directors of the Company, and
the officers and directors of the Company as a group.

     Name and Address of            Amount and Nature
       Beneficial Owner          of Beneficial Ownership       Percent of Class
 ---------------------------    ------------------------       ----------------
Carl Olivieri
609 Kiowa
McKinney, Texas  75071                9,097,000 (1)                 72.49%

Ramone Chimelis
7557 West Sand Lake Road
Suite 153
Orlando, Florida 32836                  100,000                       .80%


(1)      Includes 4,000,000 shares owned by Min Olivieri, Mr. Olivieri's wife.


                                       8
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Although our  management has no current plans to cause the Company to do so, our
affiliates,  officers and directors (at September 30, 2008,  our Company had two
officers,  two director,  and 319  shareholders)  may actively  negotiate for or
otherwise  consent to the  disposition of any portion of their Common Stock as a
condition to or in  connection  with a Business  Combination.  Therefore,  it is
possible that the terms of any Business Combination will provide for the sale of
some shares of Common Stock held by management or affiliates. Thus, it is likely
that none of our other  shareholders will be afforded the right to sell pursuant
to the same terms that such selling officers,  directors,  or affiliates will be
provided. Also, such shareholders will not be afforded an opportunity to approve
or consent to such management or affiliate's  stock purchase.  It is more likely
than not that any sale of securities by the Company's current stockholders to an
acquisition  candidate  would  be  at a  price  substantially  higher  than  the
originally  paid by such  stockholders.  Any payment to current  stockholders in
context of an acquisition  involving our Company would be determined entirely by
the largely unforeseen terms of a future agreement with an unidentified business
entity.

The  executive  and  business  offices of the  Company  consist of office  space
located at 609 Kiowa, McKinney, Texas 75071. Pursuant to an oral arrangement, we
sub-lease  our office  space on a  month-to-month  basis free of charge from Mr.
Olivieri, our majority shareholder,  Chief Executive Officer and Chairman of the
Board.We  believe  this  office  space is adequate to serve our needs until such
time as a Business Combination occurs, and we expect to be able to utilize these
offices,  pursuant to the terms described  above,  until such time as a Business
Combination occurs.

On November 30, 2007, the Company's board of directors  approved the movement of
its corporate charter from the state of Florida to the state of Nevada.


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)    Exhibits

31.1                Certification by Chief Executive Officer pursuant to Section
                    302 of the Sarbanes-Oxley Act of 2002.*

31.2                Certification by Chief Financial Officer pursuant to Section
                    302 of the Sarbanes-Oxley Act of 2002.*

32.1                Certification  by Chief  Executive  Officer  pursuant  to 18
                    U.S.C Section  1350,  as adopted  pursuant to Section 906 of
                    the Sarbanes-Oxley Act of 2002.*

32.2                Certification  by Chief  Financial Officer  pursuant  to 18
                    U.S.C Section  1350,  as adopted  pursuant to Section 906 of
                    the Sarbanes-Oxley Act of 2002.*

*Filed herewith

(b) Reports on Form 8-K

     We filed one current report on Form 8-K,  dated December 2, 2008,  with the
     Securities  Exchange  Commission,  pursuant  to Item  1.02,  reporting  the
     cancellation  of the Asset Purchase  Agreement with Coffee  Exchange of the
     Americas  Corporation,  dated July 24, 2008, due to the Company's inability
     to secure  assignments  of leases for the coffee  shops  operated by Coffee
     Exchange of the Americas Corporation.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees:

The Company incurred  aggregate fees and expenses from Patrick Rodgers,  CPA, PA
of $2,000 and $8,000 for the audit of fiscal years ended  September 30, 2008 and
September  30, 2007,  including  review of the  Company's  financial  statements
included in its Forms 10-QSB for the fiscal years ended  September  30, 2008 and
September 30, 2007, respectively.

                                       9
<PAGE>

Tax Fees:

The Company  did not incur any tax fees from  Patrick  Rodgers,  CPA, PA for the
fiscal years ended September 30, 2008 and 2007.

All Other Costs:

During  fiscal years ended  September  30, 2008 and 2007,  the Company  incurred
aggregate fees and expenses of $-0- from Patrick Rodgers,  CPA, PA for all other
services consisting of other fees and expenses.

Audit Committee:

All of the services  described  above for fiscal years ended  September 30, 2008
and 2007 were  approved by the  Company's  board of  directors,  pursuant to the
Company's policies and procedures. On May 22, 2007, Patrick Rodgers, CPA, PA was
appointed as the new independent  registered  public accounting firm, to provide
auditing  and related  services,  including  review of the  Company's  financial
statements  included in its Forms  10-QSB and Form  10-KSB,  beginning  with the
quarter  ended June 30,  2003.  The Company  intends to continue  using  Patrick
Rodgers,  CPA, PA for audit and audit  related  services,  and as needed for due
diligence in acquisitions.

SIGNATURES

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


                                               COFFEE EXCHANGE, INC.

Date:  January 7, 2009                         By: /s/ Carl Olivieri
                                               -------------------------------
                                               Carl Olivieri
                                               Chairman, President,
                                               Chief Executive Officer, and
                                               Principal Financial Officer


Date: January 7, 2009                          By: /s/ Ramon Chimelis
                                               --------------------------------
                                               Ramon Chimelis
                                               Director







                                       10
<PAGE>

                              COFFEE EXCHANGE, INC.
                              FINANCIAL STATEMENTS
                   FOR YEARS ENDED SEPTEMBER 30, 2008 AND 2007



                                TABLE OF CONTENTS



Balance Sheet as of September 30, 2008                                       F-3

Statements of Operations for the years ended
  September 30, 2008 and 2007 and for the Period January 31, 2000
  (inception) to September 30, 2008                                          F-4

Statement of Stockholders' Equity (Deficit) for the
   Period January 31, 2000 (inception) to
   September 30, 2008                                                        F-5

Statement of Cash Flows for the years ended
   September 30, 2008 and 2007 and for the Period  January 31, 2000
   (inception) to September 30, 2008                                         F-6


Notes to Financial Statements                                        F-7 to F-13






















                                      F-1
<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders
Coffee Exchange, Inc.
McKinney, Texas   75071

I have audited the  accompanying  balance sheet of Coffee  Exchange,  Inc. ("the
Company"),  a  development  stage  company,  as of September  30, 2008,  and the
related statements of operations, stockholders' equity (deficit), and cash flows
for the years ended September 30, 2008 and 2007. These financial  statements are
the responsibility of the Company's management.  My responsibility is to express
an opinion on these financial statements based on my audit.

I  conducted  my  audit in  accordance  with  standards  of the  Public  Company
Accounting Oversight Board (United States).  Those standards require that I 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.  I believe that my audit provides a reasonable
basis for my opinion.

In my opinion,  these  financial  statements  present  fairly,  in all  material
respects,  the financial  position of Coffee Exchange,  Inc. as of September 30,
2008 and the  results of its  operations  and its cash flows for the years ended
September 30, 2008 and 2007, in conformity with accounting  principles generally
accepted in the United States.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial  statements,  the Company has a continuing record of losses, a working
capital deficiency,  and negative  stockholders' equity which raises substantial
doubt about its ability to continue as a going  concern.  Management's  plans in
regard to these matters are also  described in Note 1. The financial  statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty.



/s/ Patrick Rodgers, CPA, PA
Altamonte Springs, Florida
December 31, 2008








                                      F-2
<PAGE>

                              COFFEE EXCHANGE, INC.

                          (a Development Stage Company)

                                  BALANCE SHEET

                              AT SEPTEMBER 30, 2008


                                     ASSETS

  Cash                                                               $  --
                                                                     -------

TOTAL ASSETS                                                         $  --
                                                                     =======


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

LIABILITIES

  Advances payable - related party                                  $ 13,250
  Accrued expenses                                                     3,568
                                                                     -------
TOTAL LIABILITIES                                                     16,818
                                                                     -------

STOCKHOLDERS' DEFICIT

  Preferred stock, no par value; 5,000,000 shares authorized,
  500,000 shares outstanding                                           5,000

  Common stock, $.001 par value, 50,000,000 shares authorized
   12,550,000 shares issued and outstanding                           12,550
  Additional paid-in capital                                             187
  Deficit accumulated during the development stage                   (34,555)
                                                                     -------

TOTAL STOCKHOLDERS' DEFICIT                                          (16,818)
                                                                     -------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                          $  --
                                                                     =======











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


                                      F-3
<PAGE>
<TABLE>
<CAPTION>

                              COFFEE EXCHANGE, INC.
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS



                                                                             Period From
                                                                              January 31,
                                                                                2000
                                           Year Ended        Year Ended     (Inception) to
                                          September 30,     September 30,    September 30,
                                              2008              2007             2008
                                           ----------        ----------       ----------
<S>                                        <C>               <C>              <C>

EXPENSES

General and administrative expenses        $   20,750        $    6,788        $   34,555
                                           ----------        ----------        ----------

NET LOSS BEFORE INCOME TAXES                   20,750             6,788            34,555

PROVISION FOR INCOME TAXES                       --                --                --
                                           ----------        ----------        ----------

NET LOSS                                   $   20,750        $    6,788        $   34,555
                                           ==========        ==========        ==========


Basic and diluted loss per share           $     0.01        $     0.00
                                           ==========        ==========

Weighted average number of common
 shares outstanding (basic and diluted)     3,192,465         1,050,000
                                           ==========        ==========







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


                                      F-4
<PAGE>

                              COFFEE EXCHANGE, INC.
                          (A Development Stage Company)
                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
        FOR THE PERIOD JANUARY 31, 2000 (INCEPTION) TO SEPTEMBER 30, 2008


                                                                                              Deficit
                                                                                            Accumulated
                                                                               Additional    During the
                                         Preferred Stock     Common Stock        Paid-in    Development
Description                            Shares    Amount     Shares    Amount    Capital        Stage     Total
                                     --------   --------    -------   -------    -------     --------   --------

Issuance of common stock                  --        --    1,000,000   $ 1,000   $    --     $    --    $   1,000

Common stock exchanged for services       --        --       50,000        50        --          --           50

Capital contributed by stockholders       --        --           --        --       165          --          165

Net loss for the initial period
ended September 30, 2000                  --        --           --        --        --      (3,227)     (3,227)
                                      --------  -------   ---------   --------    -----       -----       -----
Balance, September 30, 2000               --        --    1,050,000     1,050       165      (3,227)     (2,012)

Net loss for the fiscal year
ended September 30, 2001                  --        --           --        --        --      (2,830)     (2,830)
                                      -------   -------   --------    -------     -----       -----       -----

Balance, September 30, 2001               --        --   1,050,000      1,050       165      (6,057)     (4,842)

Net loss for the fiscal year
ended September 30, 2002                  --        --          --         --        --        (700)       (700)
                                      -------   -------   --------    -------     -----       -----       -----
Balance, September 30, 2002                              1,050,000      1,050       165      (6,757)     (5,542)

Capital Contibuted by stockholders        --        --         --          --        22         --           22

Net loss for the fiscal year
ended September 30, 2003                  --        --         --          --        --        (260)       (260)
                                      -------   -------  ---------    -------     -----       -----       -----
Balance, September 30, 2003               --        --   1,050,000      1,050       187      (7,017)     (5,780)

Net loss for the fiscal year
ended September 30, 2004                  --        --          --         --        --          --          --
                                      -------   ------   ---------    -------    ------       -----       -----
Balance, September 30, 2004                              1,050,000      1,050       187      (7,017)     (5,780)

Net loss for the fiscal year
ended September 30, 2005                  --        --          --         --        --          --         --
                                      -------   ------   ---------    -------    ------       -----       -----
Balance, September 30, 2005               --        --   1,050,000      1,050       187      (7,017)     (5,780)

Net loss for the fiscal year
ended September 30, 2006                  --        --          --         --        --          --        --
                                      ------    ------   ---------    -------    ------       -----       -----
Balance, September 30, 2006               --        --   1,050,000      1,050       187      (7,017)     (5,780)

Net loss for the fiscal year
ended September 30, 2007                  --        --          --         --        --      (6,788)     (6,788)
                                      ------    ------   ---------     -------   ------      ------      ------
Balance, September 30, 2007               --        --   1,050,000      1,050       187     (13,805)    (12,568)

Issuance of preferred shares
  For services                       5,000,000   5,000          --         --        --          --       5,000

Shares issued in terminated
 Acquisition transaction                   --       --  11,500,000     11,500        --          --      11,500

Net loss for the fiscal year
ended September 30, 2008                   --       --          --         --        --     (20,750)    (20,750)
                                     ---------   ------   ---------    -------    -----      ------      ------
Balance, September 30, 2008          5,000,000   $5,000  12,550,000   $ 12,550     $187    $(34,555)   $(16,818)
                                     =========   ======   =========    =======    =====      ======      ======


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

                                      F-5
<PAGE>

                              COFFEE EXCHANGE, INC.
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS

                                                                                       Period From
                                                                                       January 31,
                                                                                          2000
                                                       Year Ended      Year Ended      (Inception) to
                                                       September 30,   September 30,    September 30,
                                                           2008            2007             2008
                                                         -------         -------          -------

CASH FLOW FROM OPERATING ACTIVITIES:

 Net loss                                               $(20,750)       $ (6,788)       $(34,555)

 Adjustments to reconcile net loss to net
 cash used by operating activities:
Preferred stock issued for services                        5,000              --           5,000
Common stock issued in terminated merger                  11,500              --          11,555
 Increase in accounts payable                              4,250           6,788          16,813
                                                         -------         -------         -------
NET CASH USED BY OPERATING ACTIVITIES                        --              --           (1,187)
                                                         -------         -------         -------

CASH FLOWS FROM FINANCING ACTIVITIES:

     Sale of common stock                                   --              --            1,000
     Contribution of capital by stockholders                --              --              187
                                                         -------         -------         -------
NET CASH PROVIDED BY FINANCING
     ACTIVITIES                                             --              --            1,187
                                                         -------         -------         -------

NET DECREASE IN CASH                                        --              --              --

CASH AT BEGINNING OF PERIOD                                 --              --              --
                                                         -------         -------         -------

CASH AT END OF PERIOD                                    $  --           $  --           $  --
                                                         =======         =======         =======

SUPPLEMENTAL DISCLOSURES:

 Cash paid during the period for interest                $  --           $  --           $  --
                                                         =======         =======         =======

 Cash paid during the period for income taxes            $  --           $  --           $  --
                                                         =======         =======         =======

</TABLE>



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


                                      F-6
<PAGE>


                              COFFEE EXCHANGE, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2008 AND 2007


NOTE 1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Activity and Organization
----------------------------------

Coffee Exchange, Inc. was incorporated in Florida on January 31, 2000 as Big Sky
Industries I, Inc., as a shell ("Shell")  company,  which conducts  virtually no
business operations, other than our effort investigating opportunities to effect
a merger,  exchange  of  capital  stock,  asset  acquisition,  or other  similar
business combinations ("Business  Combination") with an operating or development
stage business  ("Target  Business').  We registered our Company's common stock,
par value $0.001 ("Common Stock") pursuant to Securities and Exchange Commission
("SEC")  registration  statement  Form  10-SB  (filed  December  6,  2000)  on a
voluntary  basis in order to create a reporting  Shell company.  On December 14,
2000, the SEC approved our Form 10-SB registration statement,  with an effective
date sixty  days  after the filing  date.  The  Company is a  development  stage
enterprise,  as  defined  by  Financial  Accounting  Standards,  ("FAS")  No  7,
"Accounting and Reporting by Development Stage Enterprises."

On November 16, 2007, the Company was  redomiciled as a Nevada  corporation.  On
July 25, 2008, the Company changed its name to Coffee Exchange, Inc.

Since  incorporation  in January 2000, the Company has been devoting its efforts
to activities such as raising capital,  establishing sources of information, and
developing  markets for its planned  operations.  As of September 30, 2008,  the
Company  has not  generated  any  revenue,  and,  as such,  it is  considered  a
development stage company.

Basis of presentation and going concern uncertainty
---------------------------------------------------

The financial  statements  of the Company have been  prepared  assuming that the
Company will continue as a going concern.  However,  since inception the Company
has incurred losses from operations of approximately  $34,555.  As a result, the
Company has a negative working capital and a negative  stockholders' equity. The
losses from  operations  are  primarily  attributable  to the overhead  expenses
deemed  necessary to support the  Company's  operations  during the  development
stage. In light of the Company's current financial  position and the uncertainty
of its ability to  consummate a business  Combination,  which would  involve the
acquisition,  a merger,  exchange of capital stock, asset acquisition,  or other
similar  business  combination (a "Business  Combination")  with an operating or
development stage business ("Target Business"), there is substantial doubt about
the Company's  ability to continue as a going concern.  The Company  anticipates
meeting its cash  requirements  through the financial  support of its management
and stockholders until it completes an acquisition or merger with a company


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Management estimates
--------------------

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

Cash and cash flows
-------------------
For purposes of the statements of cash flows,  cash includes demand deposits and
time deposits with  maturities of less than three months.  None of the Company's
cash is restricted.

The Company has not maintained any cash accounts which exceed federally  insured
limits.  Management  believes that the Company does not have significant  credit
risk related to its cash accounts.


                                      F-7
<PAGE>

                              COFFEE EXCHANGE, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2008 AND 2007


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

Fair value of financial instruments
-----------------------------------

In accordance with the reporting requirements of SFAS No. 107, Disclosures About
Fair Value of Financial  Instruments,  the Company  calculates the fair value of
its assets and  liabilities  which qualify as financial  instruments  under this
statement and includes this additional information in the notes to the financial
statements  when the fair value is different  than the  carrying  value of those
financial instruments.  The estimated fair value of the loans from related party
approximate   their  carrying  amounts  due  to  the  short  maturity  of  these
instruments. At September 30, 2007, the Company did not have any other financial
instruments.

Stock Based Compensation
------------------------
Effective  September  30,  2005,  the Company  adopted  Statement  of  Financial
Accounting  Standards  (SFAS)  123R,  Share-Based  Payment,  using the  modified
prospective   method.   This   statement   requires  the  Company  to  recognize
compensation  cost  based on the grant  date fair  value of  options  granted to
employees and directors.

Income taxes
------------
The Company  employs the asset and  liability  method in  accounting  for income
taxes  pursuant to Statement of Financial  Accounting  Standards  (SFAS) No. 109
"Accounting  for Income  Taxes."  Under  this  method,  deferred  tax assets and
liabilities are determined based on temporary  differences between the financial
reporting  and tax  bases of  assets  and  liabilities  and net  operating  loss
carryforwards,  and are  measured  using  enacted  tax  rates  and laws that are
expected to be in effect when the differences are reversed.

The Company  computes  deferred income taxes under the provisions of FAS No.109,
which requires the use of an asset and liability method of accounting for income
taxes.  FAS No. 109 provides for the  recognition  and  measurement  of deferred
income tax  benefits  based on the  likelihood  of their  realization  in future
years. A valuation  allowance must be established to reduce  deferred income tax
benefits if it is more likely than not that a portion of the deferred income tax
benefits will not be realized.

Earnings Per Common Share
-------------------------

The Company follows the provisions of the Financial Accounting Standards Board's
Statement of Financial  Accounting  Standards  ("SFAS")  No. 128  "Earnings  Per
Share." SFAS No. 128  requires  companies  to present  basic  earnings per share
("EPS")  and  diluted  EPS,  rather  than the  primary  and  fully  diluted  EPS
presentations  that were formerly  required by Accounting  Principles  Board No.
15,"Earnings Per Share." Basic EPS is computed by dividing net income or loss by
the  weighted  average  number of common  shares  outstanding  during  the year.
Diluted  EPS is  calculated  using the "if  converted"  method  for  convertible
securities  and the treasury stock method for options and warrants as previously
prescribed by Accounting Principles Board Opinion No. 15, "Earnings Per Share."

Net loss per share
------------------
Basic net loss per share is computed  based upon the weighted  average number of
common  shares  outstanding  during the periods and is computed by dividing  net
loss by the adjusted weighted average number of shares during the periods.


                                      F-8
<PAGE>

                              COFFEE EXCHANGE, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2008 AND 2007


NOTE 3 -  RECENT ACCOUNTING PRONOUNCEMENTS

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements,  which
provides   enhanced  guidance  for  using  fair  value  to  measure  assets  and
liabilities.  The standard  applies  whenever other standards  require or permit
assets or liabilities to be measured at fair value. The standard does not expand
the use of fair value in any new  circumstances.  SFAS No. 157 is effective  for
financial  statements  issued for fiscal years beginning after November 15, 2007
and interim periods within those fiscal years.  The Company adopted SFAS No. 157
as of January  1, 2008 and the  adoption  did not have a material  impact on the
consolidated  financial  statements or results of operations of the Company,  as
disclosed in Note 2.

In  February  2007,  the FASB issued  SFAS No.  159,  The Fair Value  Option for
Financial  Assets and  Financial  Liabilities--Including  an  Amendment  of FASB
Statement  No.  115  which  permits  entities  to choose  to  measure  financial
instruments and certain warranty and insurance contracts at fair value. The SFAS
No.  159   applies  to  all   reporting   entities,   including   not-for-profit
organizations,  and contains  financial  statement  presentation  and disclosure
requirements for assets and liabilities  reported at fair value. SFAS No. 159 is
effective as of the beginning of an entity's first fiscal year that begins after
November 15,  2007.  The Company  adopted  SFAS No. 159 on January 1, 2008.  The
Company  chose not to elect the  option to measure  the fair  value of  eligible
financial assets and liabilities.

In  April  2008,  the FASB  FSP  142-3,  "Determination  of the  Useful  Life of
Intangible  Assets."  This FSP amends the factors that should be  considered  in
developing renewal or extension assumptions used to determine the useful life of
a recognized  intangible asset under FASB Statement No. 142, "Goodwill and Other
Intangible Assets." The intent of this FSP is to improve the consistency between
the useful life of a recognized  intangible  asset under  Statement  142 and the
period of expected  cash flows used to measure the fair value of the asset under
FASB Statement No. 141 (Revised 2007),  "Business  Combinations," and other U.S.
generally  accepted  accounting  principles  (GAAP).  This FSP is effective  for
financial  statements issued for fiscal years beginning after December 15, 2008,
and interim periods within those fiscal years. Early adoption is prohibited. The
Company does not expect the  adoption of FAS 142-3 to have a material  effect on
its results of operations and financial condition.

In May  2008,  the  FASB FSP No.  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  requires  the  issuer  of  certain
convertible  debt  instruments  that may be settled in cash (or other assets) on
conversion to separately account for the liability (debt) and equity (conversion
option)  components  of the  instrument  in a manner that  reflects the issuer's
non-convertible  debt borrowing rate. FSP APB 14-1 is effective for fiscal years
beginning after December 15, 2008 on a retroactive  basis.  The Company does not
expect the adoption of FSP APB 14-1 to have a material  effect on its results of
operations and financial condition.

In May 2008,  the FASB issued SFAS No. 162, The Hierarchy of Generally  Accepted
Accounting  Principles.  The new  standard  is  intended  to  improve  financial
reporting by  identifying a consistent  framework,  or hierarchy,  for selecting
accounting  principles  to be used in preparing  financial  statements  that are
presented in conformity with U.S. generally accepted  accounting  principles for
nongovernmental  entities. SFAS No. 162 is effective 60 days following the SEC's
approval of the Public Company Accounting Oversight Board Auditing amendments to
AU Section  411,  The Meaning of Present  Fairly in  Conformity  with  Generally
Accepted Accounting Principles. We are evaluating the impact of adoption of SFAS
No. 162 and we do not currently expect adoption to have a material impact on our
results of operations, cash flows or financial position.


                                      F-9
<PAGE>

                              COFFEE EXCHANGE, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2008 AND 2007


NOTE 3 -  RECENT ACCOUNTING PRONOUNCEMENTS - CONTINUED

June 2006, the FASB issued  Interpretation No. 48 ("FIN No 48"),  ACCOUNTING FOR
UNCERTAINTY  IN INCOME TAXES - an  interpretation  of FASB  Statement 109, which
clarifies  the  accounting  for  uncertainty  in income taxes  recognized  in an
enterprise's  financial  statements in accordance with SFAS No. 109,  ACCOUNTING
FOR INCOME  TAXES:  The  Interpretation  provides a  recognition  threshold  and
measurement attribute for the financial statement recognition and measurement of
a tax position taken or expected to be taken in a tax return.  Under FIN No. 48,
the Company may recognize the tax benefit from an uncertain tax position only if
it is  more  likely  than  not  that  the tax  position  will  be  sustained  on
examination  by the taxing  authorities,  based on the  technical  merits of the
position.  The tax benefits  recognized in the financial  statements from such a
position  should be  measured  based on the largest  benefit  that has a greater
likelihood of being realized upon ultimate settlement.  FIN No. 48 also provides
guidance on de- recognition,  classification, interest and penalties, accounting
in interim periods,  disclosure,  and transition. FIN No. 48 is effective for us
beginning July 1, 2007. We do not expect FIN No. 48 to have a material impact on
our financial statements.

In  March  2008,  the  FASB  issued  No.  161,   "Disclosures  about  Derivative
Instruments  and Hedging  Activities,  an  amendment of FASB  Statement  No. 133
("SFAS  161").  SFAS  161  requires  enhanced   disclosures  about  an  entity's
derivative  and hedging  activities  and thereby  improves the  transparency  of
financial reporting. This Statement is effective for financial statements issued
for fiscal years and interim  periods  beginning  after November 15, 2008,  with
early application encouraged.  This Statement encourages,  but does not require,
comparative  disclosures for earlier periods at initial adoption.  Management is
currently  evaluating the effects of this  statement,  but it is not expected to
have any impact on the Company's financial statements.

There were various other accounting standards and interpretations  issued during
2008 and 2007,  none of which are  expected  to a have a material  impact on the
Company's financial position, operations or cash flows.


NOTE 4 - IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 2003, the Securities and Exchange Commission ("SEC") adopted final rules
under Section 404 of the Sarbanes-Oxley Act of 2002 ("Section 404"), as amended.
Commencing  with the Company's  Annual  Report for the year ending  December 30,
2009, the Company is required to include a report of management on the Company's
internal  control over  financial  reporting.  The internal  control report must
include  a  statement  of  management's   responsibility  for  establishing  and
maintaining  adequate internal control over financial reporting for the Company;
of  management's  assessment  of the  effectiveness  of the  Company's  internal
control over  financial  reporting as of year-end and of the  framework  used by
management to evaluate the effectiveness of the Company's  internal control over
financial reporting. Furthermore in the following year the Company's independent
accounting firm has to issue an attestation  report  separately on the Company's
internal  control  over  financial  reporting  on whether it  believes  that the
Company has maintained,  in all material  respects,  effective  internal control
over financial reporting.

In December 2007, the FASB issued SFAS No. 141(R) "Business  Combinations." SFAS
141(R requires all business  combinations  completed after the effective date to
be accounted for by applying the acquisition method  (previously  referred to as
the purchase method).  Companies  applying this method will have to identify the
acquirer,  determine the  acquisition  date and purchase  price and recognize at
their  acquisition  date  fair  values  of  the  identifiable  assets  acquired,
liabilities  assumed, and any noncontrolling  interests in the acquirer.  In the
case  of  a  bargain  purchase  the  acquirer  is  required  to  reevaluate  the
measurements of the recognized  assets and  liabilities at the acquisition  date
and  recognize a gain on that date if an excess  remains.  SFAS  141(R)  becomes
effective for fiscal periods  beginning  after December 15, 2008. The Company is
currently evaluating the impact of SFAS 141(R).


                                      F-10
<PAGE>

                              COFFEE EXCHANGE, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2008 AND 2007


NOTE 4 - IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In February 2008, the FASB issued Staff Position (FSP) FAS 157-2, Effective Date
of FASB Statement No. 157, which defers the implementation for the non-recurring
financial  assets and liabilities from fiscal years beginning after November 15,
2007 to fiscal years  beginning  after November 15, 2008. The provisions of SFAS
No. 157 will be applied prospectively.  The statement provisions effective as of
December  29, 2007,  do not have a material  effect on the  Company's  financial
position  and  results  of  operations.  Management  does not  believe  that the
remaining  provisions  will have a material  effect on the  Company's  financial
position  and results of  operations  when they become  effective  on January 1,
2009. The adoption of FSP FAS 157-2 is not expected to have a material impact.

Note 5. ADVANCES PAYABLE -SHAREHOLDERSS

Advances  payable  represents   short-term   advances  to  the  Company  by  its
Shareholders for the payment of certain  operating  expenses incurred during the
fiscal year ended  September 30, 2008 At September 30, 2008 the amount  advanced
was $13,250; the advances are non-interest bearing and due on demand.

NOTE 6. LOSS PER COMMON SHARE

Net loss per common share  outstanding for the year ended September 30, 2007 and
2006, as shown on the Statement of Operations,  is based on the number of common
shares   outstanding  at  the  balance  sheet  date.   Weighted  average  shares
outstanding   was  not  computed  since  it  would  not  be  meaningful  in  the
circumstances, as all shares issued during the period from incorporation through
September  30,  2007  were  for  initial  capital  and were  issued  to just two
individuals.  Therefore,  the total shares  outstanding at the end of the period
were deemed to be the most relevant number of shares to use for purposes of this
disclosure.  For the year ended  September 30, 2007 and 2006,  basic and diluted
weighted  average  common shares include only common shares  outstanding,  since
there were no common share equivalents.

NOTE 7. CAPITAL STOCK

Common Stock
------------

The holders of the common  stock are  entitled to one vote per share;  they have
non-cumulative voting rights. The holders are also entitled to receive dividends
when, as, and if declared by the board of directors.  Additionally,  the holders
of the  common  stock do not have any  preemptive  right to  subscribe  for,  or
purchase any shares of any class of stock.

In October,  2008, we issued 11,500,000 shares of restricted common stock to the
Shareholders of Coffee Exchange of The Americas, Inc. (CEOTA) in anticipation of
the  closing  of an asset  purchase  agreement  entered  into in July  2008.  In
December 2008, the Company  determined that it would not be able to complete the
asset  purchase  agreement  with  CEOTA  because  it was not able to secure  the
assignment of the leases on the CEOTA locations.  The Company determined that it
would allow the CEOTA  shareholders to retain the restricted common stock issued
by the Company as part of the termination of the asset purchase  agreement.  The
restricted  common  shares  were  valued at par value of $0.001  per share for a
total of $11,500.

In January,  2000,  the Company issued  1,000,000  shares of common stock at par
value per share,  for a total of $1,000.  A stock  subscription  receivable  was
recorded at the date of  issuance  for the same  amount,  which was paid in June
2000.

In January 2000, the Company issued 50,000 shares valued at $50 as consideration
for services rendered by one of the two founding stockholders of the Company for
the formation of the Company.


                                      F-11
<PAGE>

                              COFFEE EXCHANGE, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2008 AND 2007


NOTE 7. CAPITAL STOCK - CONTINUED

Preferred Stock
---------------

The board of directors of the Company is  authorized to provide for the issuance
of preferred stock in classes or series, and, by filing the appropriate articles
of amendment with the Secretary of State of Florida,  is authorized to establish
the number of shares to be included in each class or series, which may include a
conversion feature into common stock.

On January 24, 2008, the Company  issued  500,000  shares of preferred  stock to
Carl Olivieri as compensation for searching out,  securing and structuring the a
merger agreement with potential coffee shop operations and/or securing financing
to build out new coffee shops. The Company had a potential merger agreement with
Coffee Exchange of The Americas, Inc., but it was terminated by the Company. The
Company valued the shares at $5,000.  The 500,000 preferred shares have 100 to 1
voting rights on any shareholder vote as long as Mr. Olivieri owns the shares.

NOTE 8. RELATED PARTY TRANSACTION

In January 2000, the Company issued 50,000 shares valued at $50 as consideration
for services rendered by one of the two founding stockholders of the Company for
the formation of the Company.

On  March  31,  2007,  the  Company  and Mr.  Chimelis  signed a  Memorandum  of
Understanding  ("MOU") with Coffee Exchange of America's Inc.  ("CEOTA") for the
purchase  of 950,000 of Mr.  Chimelis'  shares,  or  approximately  85.7% of the
Company's issued and outstanding common shares. The MOU provided that CEOTA will
make  payments of $2,500 and $1,059 for unpaid audit fees and state  corporation
fees, respectively,  and $30,000 to the Company's shareholders before the common
shares are transferred to CEOTA.

In July, 2008, the Company entered into an asset purchase  agreement with Coffee
Exchange of The Americas,  Inc. (CEOTA) to purchase certain of CEOTA's assets In
exchange for  11,500,000  shares of the Company's  restricted  common stock.  In
September, 2008, the Company issued 11,500,000 shares of restricted common stock
to the  Shareholders  of  Coffee  Exchange  of The  Americas,  Inc.  (CEOTA)  in
anticipation of the closing of an asset purchase  agreement entered into in July
2008.  In December  2008,  the Company  determined  that it would not be able to
complete  the asset  purchase  agreement  with CEOTA  because it was not able to
secure  the  assignment  of the  leases  on the  CEOTA  locations.  The  Company
determined  that it would allow the CEOTA  shareholders to retain the restricted
common  stock  issued by the  Company  as part of the  termination  of the asset
purchase  agreement.  The  restricted  common shares were valued at par value of
$0.001 per share for a total of $11,500. The Company's controlling  shareholder,
Carl Olivieri,  owns  approximately  72% of CEOTA and received  8,197,000 of the
11,500,000 shares distributed to the CEOTA shareholders.

On January 24, 2008, the Company  issued  500,000  shares of preferred  stock to
Carl Olivieri as compensation for searching out,  securing and structuring the a
merger agreement with potential coffee shop operations and/or securing financing
to build out new coffee shops. The Company had a potential merger agreement with
Coffee Exchange of The Americas, Inc., but it was terminated as discussed above.
The Company valued the shares at $5,000.  The 500,000  preferred shares have 100
to 1 voting  rights on any  shareholder  vote as long as Mr.  Olivieri  owns the
shares.

During  prior  years,  shareholders  of the Company  made  advances  aggregating
$4,250. The total advances by shareholders was $13,250 at September 30, 2008.

These advances are non-interest bearing and due on demand.


                                      F-12
<PAGE>

                              COFFEE EXCHANGE, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2008 AND 2007


NOTE 9. INCOME TAXES

At September 30, 2008,  the Company had a net  operating  loss  carryforward  of
approximately $34,555. This loss may be carried forward to offset federal income
taxes in future years through the year 2027.  However, if subsequently there are
ownership  changes in the  Company,  as defined in Section  382 of the  Internal
Revenue Code, the Company's  ability to utilize net operating  losses  available
before the  ownership  change may be  restricted  to a percentage  of the market
value of the Company at the time of the ownership change.

Therefore,   substantial  net  operating  loss   carryforwards   could,  in  all
likelihood,  be  limited  or  eliminated  in  future  years  due to a change  in
ownership as defined in the Code. The utilization of the remaining carryforwards
is dependent on the Company's  ability to generate  sufficient income during the
carryforward periods and no further significant changes in ownership.

It is management's opinion that the entire deferred tax benefit of approximately
$11,700,  resulting  from  the  net  operating  loss  carryforward  may  not  be
recognized in future years.  Therefore,  a valuation allowance of $11,700, equal
to the deferred tax benefit, has been established,  resulting in no deferred tax
benefits as of the balance sheet date.








                                      F-13