**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-Q**





x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
      ACT
      OF 1934





**For
      the quarterly period ended September 30, 2008**





o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
      ACT
      OF 1934





For
      the
      transition period from ________ to ________





Commission
      File Number: **000-52074**





**4C
      Controls Inc.**


(Exact
      Name of Registrant as Specified in its Charter)





**Nevada**
            
            **98-0446287**(State
                or other jurisdiction of
              incorporation
                or organization)
            
            (IRS
                Employer
              Identification
                No.)





**104
      Summit Avenue**


**Summit
      NJ 07902-0080**


(Address
      of principal executive offices)





**(908)
      273-4442**


(Registrant’s
      Telephone Number, Including Area Code)





**N/A**


(Former
      Name, Former Address and Former Fiscal Year,


if
      Changed Since Last Report)





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days.


Yes x No o





Indicate
      by check mark 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. (Check one):


Large
                Accelerated Filer
            o
            Accelerated
                Filer
            oNon-Accelerated
                Filer
            o
            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).


Yes x No o





As
      of
      November 11, 2008, the Issuer had 44,179,540 shares of its Common Stock
      outstanding.








**TABLE
      OF CONTENTS**




**PART
                I: FINANCIAL INFORMATION**Item
                1: Financial Statements
            4Item
                2: Management’s Discussion and Analysis of Financial Condition and Results
                of Operations
            8Item
                3: Quantitative and Qualitative Disclosures about Market
                Risk
            16Item
                4T: Controls and Procedures
            16**PART
                II: OTHER INFORMATION**Item
                1: Legal Proceedings
            17Item
                2: Unregistered Sales of Equity Securities and Use of
                Proceeds
            17Item
                3: Defaults Upon Senior Securities
            17Item
                4: Submission of Matters to a Vote of Security Holders
            17Item
                5: Other Information
            17Item
                6: Exhibits
            18**SIGNATURES**
            19


2





**SPECIAL
      NOTE REGARDING FORWARD-LOOKING STATEMENTS**




This
      Report on Form 10-Q (this “Report”) includes forward-looking statements within
      the meaning of the Private Securities Litigation Reform Act of 1995, Section
      27A
      of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
      of
      1934. Forward-looking statements include statements concerning our plans,
      objectives, goals, strategies, future events, future revenues or performance,
      capital expenditures, financing needs and other information that is not
      historical information and, in particular, appear in the section entitled
“Management’s Discussion and Analysis of Financial Condition and Results of
      Operations” and elsewhere in this Report. When used in this Report, the words
“estimates,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,”
“believes,” “seeks,” “may,” “will,” “should” and variations of these words or
      similar expressions (or the negative versions of any these words) are intended
      to identify forward-looking statements. All forward-looking statements,
      including, without limitation, management’s examination of historical operating
      trends, are based upon our current expectations and various assumptions. Our
      expectations, beliefs and projections are expressed in good faith and we believe
      there is a reasonable basis for them. However, we can give no assurance that
      management’s expectations, beliefs and projections will be
      achieved.





There
      are
      a number of risks and uncertainties that could cause our actual results to
      differ materially from the results referred to in the forward-looking statements
      contained in this Report. Important factors outside the scope of our control
      could cause our actual results to differ materially from the results referred
      to
      in the forward-looking statements we make in this Report. Without limiting
      the
      foregoing, if we are unable to acquire approvals or consents from third parties
      or governmental authorities with respect to our new business model, our plans
      to
      commence our new business may become irrevocably impaired.





All
      forward-looking statements included herein are expressly qualified in their
      entirety by the cautionary statements contained or referred to in this Report.
      Except to the extent required by applicable laws and regulations, the Company
      undertakes no obligation to update these forward-looking statements to reflect
      events or circumstances after the date of this Report or to reflect the
      occurrence of unanticipated events.




Unless
      otherwise provided in this Report, references to the “Company,” the
“Registrant,” the “Issuer,” “we,” “us,” and “our” refer to 4C Controls Inc.
      (formerly known as Amecs Inc.).


3





**PART
      I**   **FINANCIAL
      INFORMATION**


4C
        Controls Inc. (Formerly known as Amecs Inc.)
 (A
        Development Stage Company)
 Balance
        Sheet
 
 September
                  30
              
              December
                  31,2008
              
              2007**ASSETS**
              
              (unaudited)**Current
                  Assets**Cash
              
              
              510,294
              
              
              6,313Prepaid
                  expenses and other current assets
              
              
              54,076Total
                  Current Assets
              
              
              564,370
              
              
              6,313Property
                  & Equipment
              
              
              15,071
              
              
              -Investment
                  in BQT Solutions, Ltd.
              
              
              3,677,116
              
              
              -3,692,187
              
              
              -Total
                  Assets
              
              
              4,256,557
              
              
              6,313**LIABILITIES
                  AND STOCKHOLDERS' EQUITY****Current
                  Liabilities**Accrued
                  liabilities
              
              
              1,180,341
              
              
              74,392Interest
                  payable
              
              
              10,546
              
              
              -Loan
                  payable - related party
              
              
              817,266
              
              
              -Total
                  Current Liabilities and Total Liabilities
              
              
              2,008,153
              
              
              74,392Stockholders'
                  Equity (Deficiency)
              
              
              2,248,404
              
              
              (68,079
              )Total
                  Liabilities and Stockholders' Equity (Deficiency)
              
              
              4,256,557
              
              
              6,313
  4
 
 4C
        Controls Inc. (Formerly known as Amecs Inc.)
 (A
        Development Stage Company)
 (Unaudited)
        Statement of Operations
 
 Accumulated
                  fromFor
                  the Three Months ended
              
              For
                  the Nine Months ended
              
              December
                  28, 2004September
                  30
              
              September
                  30
              
              (Date
                  of Inception)2008
              
              2007
              
              2008
              
              2007
              
              to
                  September 30, 2008**Revenue**Interest
                  Income
              
              
              3,210
              
              
              
              
              
              3,210
              
              
              
              
              
              3,210**Expenses**Consulting
                  Fees
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              7,500Deferred
                  Compensation
              
              
              506,990
              
              
              
              
              
              506,990
              
              
              
              
              
              506,990Depreciation
                  Expense
              
              
              229
              
              
              
              
              
              229
              
              
              
              
              
              229Director
                  fees and expenses
              
              
              296,815
              
              
              
              
              
              314,882
              
              
              
              
              
              314,882Donated
                  Services
              
              
              
              
              
              
              
              
              
              
              
              9,000
              
              
              24,000General
                  & Administrative
              
              
              682,953
              
              
              3,114
              
              
              830,108
              
              
              1,023
              
              
              836,922Interest
              
              
              26,101
              
              
              -
              
              
              30,664
              
              
              -
              
              
              30,664Marketing
                  and public relations
              
              
              380,114
              
              
              
              
              
              473,940
              
              
              -
              
              
              478,940Professional
                  fees
              
              
              925,834
              
              
              2,955
              
              
              1,339,816
              
              
              16,162
              
              
              1,487,849Stock
                  option expense
              
              
              36,423
              
              
              -
              
              
              40,286
              
              
              -
              
              
              40,285Trade
                  show
              
              
              71,485
              
              
              
              
              
              71,485
              
              
              
              
              
              71,485Equity
                  in loss of unconsolidated subsidiary
              
              
              13,692
              
              
              
              
              
              13,692
              
              
              
              
              
              13,692Total
                  expenses
              
              
              2,940,636
              
              
              6,069
              
              
              3,622,092
              
              
              26,185
              
              
              3,813,438Net
                  Loss
              
              
              (2,937,426
              )
              
              (6,069
              )
              
              (3,618,882
              )
              
              (26,185
              )
              
              (3,810,228
              )Net
                  Loss Per Share
              
              $
              (0.07
              )
              $
              -
              
              $
              (0.09
              )
              $
              -Weighted
                  Average Shares Outstanding
              
              
              42,805,360
              
              
              42,053,550
              
              
              42,367,978
              
              
              42,053,550
 
 *After
        giving effect to stock dividend.
  5
 
 (A
        Development Stage Company)
 (Unaudited)
        Statement of Cash Flows
 
 Accumulated
                  fromFor
                  the Nine Months ended
              
              December
                  28, 2004September
                  30
              
              (Date
                  of Inception)2008
              
              2007
              
              to
                  September 30, 2008**Operating
                  Activities****Net
                  loss**
              
              
              (3,618,882
              )
              
              (26,185
              )
              
              (3,810,228
              )Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:Amoritzation
                  of deferred compensation
              
              
              506,990
              
              
              
              
              
              506,990Depreciation
              
              
              229
              
              
              
              
              
              229Issuance
                  of stock options
              
              
              40,285
              
              
              
              
              
              40,285Donated
                  Services
              
              
              
              
              
              
              
              
              24,000Impairment
              
              
              
              
              
              
              
              
              5,000Equity
                  in loss of unconsolidated subsidiary
              
              
              13,692
              
              
              
              
              
              13,692Change
                  in operating assets and liabilitiesInterest
                  payable
              
              
              10,546
              
              
              -
              
              
              10,546Accrued
                  expenses
              
              
              1,105,949
              
              
              (405
              )
              
              1,180,341Prepaid
                  expenses and other current assets
              
              
              (54,076
              )
              
              -
              
              
              (54,076
              )Net
                  Cash Used in Operating Activities
              
              
              (1,995,267
              )
              
              (17,590
              )
              
              (2,083,221
              )**Investing
                  Activities**Investments
                  in BQT Solutions, Ltd.
              
              
              (3,690,808
              )
              
              
              
              
              (3,690,808
              )Office
                  Equipment
              
              
              (15,300
              )
              
              
              
              
              (15,300
              )Website
                  development costs
              
              
              
              
              
              
              
              
              (5,000
              )Net
                  Cash Used in Investing Activities
              
              
              (3,706,108
              )
              
              -
              
              
              (3,711,108
              )**Financing
                  Activities**Advances
                  from a related party
              
              
              1,398,535
              
              
              734
              
              
              1,432,554Repayment
                  to related party
              
              
              
              
              
              
              
              
              (34,019
              )Repayments
                  to a related party
              
              
              -
              
              
              (927
              )
              
              -Net
                  proceeds from issuance of common shares
              
              
              4,806,821
              
              
              -
              
              
              4,906,088Proceeds
                  of Loan from related partyCapital
                  Stock-Donated
              
              
              -
              
              
              -Net
                  Cash Provided by (used in) Financing Activities
              
              
              6,205,356
              
              
              (193
              )
              
              6,304,623Increase
                  (Decrease) in Cash
              
              
              503,981
              
              
              (17,783
              )
              
              510,294Cash-
                  Beginning of Period
              
              
              6,313
              
              
              26,768
              
              
              -Cash
                  - End of Period
              
              
              510,294
              
              
              8,985
              
              
              510,294**Supplemental
                  disclosure of cash flow information**Common
                  Stock issued for deferred compensation
              
              
              6,900,000
              
              
              -
              
              
              4,906,088Profits
                  from shareholder sales of stock capitalized to loan
                  recievable
              
              
              1,522,164
              
              
              -
              
              
              1,522,164Treasury
                  stock acquired through offset of loan to related party
              
              
              940,895
              
              
              -
              
              
              940,895
  6
 
 4C
        Controls Inc. (Formerly known as Amecs Inc.)
 (A
        Development Stage Company)
 (Unaudited)
        Statement of Stockholders' Equity
 For
        the
        Period from December 28, 2004 (Date of Inception) to September 30,
        2008
 Common
                    Stock
                
                Additional
                    Paid-in
                
                Treasury
                    Stock
                
                Donated
                
                Deferred
                
                Deficit
                    Accumulated During the DevelopmentShares
                
                Par
                
                Capital
                
                Shares
                
                Value
                
                Capital
                
                Compensation
                
                Stage
                
                TotalBalance
                    - December 28, 2004
                
                #
                
                Value
                    ($)
                
                ($)
                
                #
                
                ($)
                
                ($)
                
                ($)
                
                ($)
                
                ($)(Date
                    of Inception)Common
                    stock issued for cash at$0.00001
                    per share
                
                
                35,000,000
                
                
                350
                
                
                -
                
                
                
                
                
                
                
                
                -
                
                
                
                
                
                (300
                )
                
                50Net
                    loss for the period
                
                
                -
                
                
                -
                
                
                -
                
                
                
                
                
                
                
                
                -
                
                
                
                
                
                (6,520
                )
                
                (6,520
                )Balance
                    - December 31, 2004
                
                
                35,000,000
                
                
                350
                
                
                -
                
                
                
                
                
                
                
                
                -
                
                
                
                
                
                (6,820
                )
                
                (6,470
                )Common
                    stock issued for cash at$0.10
                    per share
                
                
                7,053,550
                
                
                70
                
                
                100,695
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                100,765Shares
                    issuance costs
                
                
                
                
                
                
                
                
                (1,548
                )
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (1,548
                )Donated
                    services
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                12,000
                
                
                
                
                
                
                
                
                12,000Net
                    loss for the year
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (48,442
                )
                
                (48,442
                )Balance
                    - December 31, 2005
                
                
                42,053,550
                
                
                420
                
                
                99,147
                
                
                
                
                
                
                
                
                12,000
                
                
                
                
                
                (55,262
                )
                
                56,305Donated
                    services
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                12,000
                
                
                
                
                
                
                
                
                12,000Net
                    loss for the year
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (42,707
                )
                
                (42,707
                )Balance
                    - December 31, 2006
                
                
                42,053,550
                
                
                420
                
                
                99,207
                
                
                
                
                
                
                
                
                24,000
                
                
                
                
                
                (97,969
                )
                
                25,598Effect
                    of stock dividend
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                -Net
                    loss for the year
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (93,677
                )
                
                (93,677
                )Balance
                    - December 31, 2007
                
                
                42,053,550
                
                
                420
                
                
                99,207
                
                
                
                
                
                
                
                
                24,000
                
                
                
                
                
                (191,646
                )
                
                (68,079
                )Sale
                    of common stock
                
                
                470,450
                
                
                5
                
                
                940,895
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                940,900Net
                    loss for the period
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (176,119
                )
                
                (176,119
                )Balance
                    - March 31, 2008
                
                
                42,524,000
                
                
                425
                
                
                1,040,102
                
                
                
                
                
                
                
                
                24,000
                
                
                
                
                
                (367,765
                )
                
                696,702Stock
                    option grant -June 11 2008
                
                
                
                
                
                
                
                
                22,564
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                22,564Net
                    loss for the period
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (505,337
                )
                
                (505,337
                )Balance
                    - June 30, 2008
                
                
                42,524,000
                
                
                425
                
                
                1,062,666
                
                
                
                
                
                
                
                
                24,000
                
                
                
                
                
                (873,102
                )
                
                213,929Shareholder
                    profits from sale of security
                
                
                
                
                
                
                
                
                1,522,164
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                1,522,164Common
                    stock granted to CTO July 11 2008
                
                
                1,000,000
                
                
                10
                
                
                6,899,990
                
                
                
                
                
                
                
                
                
                
                
                (6,900,000
                )
                
                
                
                
                -Amortization
                    of deferred compensation
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                506,990
                
                
                
                
                
                506,990Issuance
                    of common stock, net of costs
                
                
                1,139,323
                
                
                11
                
                
                3,865,915
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                3,865,926Stock
                    option grant -August 22, 2008
                
                
                
                
                
                
                
                
                17,721
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                17,721Treasury
                    Stock Aquired
                
                
                
                
                
                
                
                
                
                
                
                (470,450
                )
                
                (940,900
                )
                
                
                
                
                
                
                
                
                
                
                (940,900
                )Net
                    loss for the period
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (2,937,426
                )
                
                (2,937,426
                )Balance
                    - September 30, 2008
                
                
                44,663,323
                
                
                446
                
                
                13,368,456
                
                
                (470,450
                )
                
                (940,900
                )
                
                24,000
                
                
                (6,393,010
                )
                
                (3,810,528
                )
                
                2,248,404


7


**4C
        CONTROLS INC.**
 Notes
        to
        Financial Statements
 (Unaudited)
 
 **NOTE
        A - BASIS OF PRESENTATION**
 
 The
        accompanying unaudited financial statements have been prepared in accordance
        with accounting principles generally accepted for interim financial information
        and with the instructions to Form 10-Q and Article 8 of Regulation S-X relating
        to smaller reporting companies.  Accordingly, they do not include all
        of the information and footnotes required by generally accepted accounting
        principles (“GAAP”) for complete financial statements.  In the opinion
        of management, all adjustments (consisting of normal recurring accruals)
        considered necessary for a fair presentation have been
        included.  Operating results for the three and six-month periods ended
        September 30, 2008 are not necessarily indicative of the results that may
        be
        expected for the year ended December 31, 2008.
 
 The
        balance sheet at December 31, 2007 has been derived from the audited financial
        statements at that date but does not include all of the information and
        footnotes required by GAAP for complete financial statements.
 
 For
        further information, refer to the consolidated financial statements and
        footnotes thereto included in our Annual Report on Form 10-K/A for the year
        ended December 31, 2007 filed on March 31, 2008 and amended on September
        19,
        2008.
 
 **NOTE
        B - GOING CONCERN**
 
 The
        Company is in the development stage during which management has devoted most
        of
        its activities to the development of a business plan for the Company. As
        of
        September 30, 2008, the Company has an accumulated deficit of 3,996,071.
        The
        ability of the Company to continue as a going concern and to emerge from
        the
        development stage is dependent upon its successful execution of its plan
        of
        operations and ability to raise additional financing. There is no guarantee
        that
        the Company will be able to raise additional capital or sell any of its products
        and services at a profit. These factors, among others, raise substantial
        doubt
        regarding the Company’s ability to continue as a going concern. The accompanying
        financial statements do not include any adjustments that might result from
        the
        outcome of this uncertainty.
 
 **NOTE
        C - STOCKHOLDERS’ EQUITY**
  On
        December 18, 2007, the Board of Directors declared the payment of a stock
        dividend to the stockholders of record of the Company as of January 2, 2008.
        The
        stock dividend was paid on January 4, 2008. Each stockholder received six
        additional shares of the Company’s common stock for each one share of the
        Company’s common stock which they held on the record date. Following the payment
        of the stock dividend, the issued and outstanding share ownership of the
        Company
        increased from 6,007,650 shares of Company common stock to 42,053,550 shares
        of
        common stock. The Statement of Stockholder’s Equity has been changed to
        retroactively reflect the stock dividend. As of the date of the financial
        statements (unaudited) the Company had 44,192,873 shares of its common stock
        issued and outstanding. The company has raised capital via a subscription
        agreement during the quarter ending September 30, 2008.
  8
  Common
        stock, stock options and warrants issued to other than employees or directors
        in
        exchange for services are recorded on the basis of their fair value, as required
        by SFAS No. 123R, which is measured as of the date required by EITF
        Issue 96-18, *“Accounting
        for Equity Instruments That Are Issued to Other Than Employees for Acquiring,
        or
        in Conjunction with Selling, Goods or Services* ”.
        In
        accordance with EITF 96-18, the non-employee stock options or warrants are
        measured at their fair value by using the Black-Scholes option pricing model
        as
        of the earlier of the date at which a commitment for performance to earn
        the
        equity instruments is reached (“performance commitment date”) or the date at
        which performance is complete (“performance completion date”). The stock-based
        compensation expenses are recognized on a straight-line basis over the shorter
        of the period over which services are to be received or the vesting period.
        Accounting for non-employee stock options or warrants which involve only
        performance conditions when no performance commitment date or performance
        completion date has occurred as of reporting date requires measurement at
        the
        equity instruments then-current fair value. Any subsequent changes in the
        market
        value of the underlying common stock are reflected in the expense recorded
        in
        the subsequent period in which that change occurs.
 
 **NOTE
        D - INVESTMENT IN BQT SOLUTIONS LTD.**
 
 As
        of
        September 30, 2008, the Company had made a cumulative investment of $3,690,808
        (AUD $4,000,000) into BQT Solutions Ltd. (“BQT”) in consideration for 12,800,000
        ordinary shares of BQT. The ownership of BQT shares as of the period covered
        by
        this Report represented approximately 19.8% of the issued and outstanding
        shares
        of BQT. The Company was also awarded 9,500,000 options with a strike price
        of
        AUD $0.10 and an expiration date of December 31, 2013. We have accounted
        for the
        investment in BQT on the Equity Method beginning September 22, 2008 (when
        we
        acquired 6,600,000 shares of BQT).
 
 BQT
        is an
        Australian public company specializing in access control systems, biometric
        and
        smart card readers, CCTV, cameras and customized developments for selected
        clients. BQT’s strategy is to diversify and expand its activities in the
        security and surveillance technology sector. BQT intends to focus on
        commercializing its SMAX access control system and support sales of existing
        company technologies of biometrics, smart card readers, CCTV cameras and
        customized solutions for selected key clients. The SMAX Access Control
        Management System is a sophisticated, intelligent and cost effective security
        application that provides movement and access controls within a
        facility.
 
 **NOTE
        E - RELATED PARTY TRANSACTION**
 
 As
        of the
        nine months ending September 30, 2008, Rudana Investment Group AG (“Rudana”),
        the Company’s majority shareholder, and companies controlled by Rudana had
        loaned the Company a total of $817,266. The funds were used by the company
        for
        general corporate use and for purposes of financing its strategic alliance
        investment obligations in BQT Solutions Limited. These loans bear interest
        at
        7.5% per annum and are due thirty (30) days after demand.
  9
 
 **NOTE
        F - BASIC AND DILUTED NET LOSS PER SHARE**
 
 The
        Company reports income (loss) per share under the requirements of Statement
        of
        Financial Accounting Standards No. 128, “ *Earnings
        per Share* ”.
        Basic
        income (loss) per share includes the weighted average number of common shares
        outstanding during the year. Diluted income (loss) per share includes the
        weighted average number of shares outstanding and dilutive potential common
        shares, such as warrants and options. Since the Company had losses in the
        three
        months and nine months ended September 30, 2008, the stock options outstanding
        would have an anti-dilutive effect on net loss per share and as such are
        not
        included in the calculation.
  **NOTE
        G - NEW ACCOUNTING PRONOUNCEMENTS**
 
 In
        December 2007, the FASB issued SFAS No. 141 (R), *Business
        Combinations* ,
        and
        SFAS No. 160, *Non-controlling
        Interests in Consolidated Financial Statements* .
        SFAS
        No. 141 (R) requires an acquirer to measure the identifiable assets acquired,
        the liabilities assumed, and any non-controlling interest in the acquiree
        at
        their fair values on the acquisition date, with goodwill being the excess
        value
        over the net identifiable assets acquired. SFAS No. 160 clarifies that a
        non-controlling interest in a subsidiary should be reported as equity in
        the
        consolidated financial statement. The calculation of earnings per share will
        continue to be based on income amounts attributable to the parent. SFAS No.
        141 (R) and SFAS No. 160 are effective for financial statements issued for
        fiscal years beginning after December 15, 2008. Early adoption is prohibited.
        We
        have not yet determined the effect on our financial statements, if any, upon
        adoption of SFAS No. 141 (R) or SFAS No. 160.
  **NOTE
        H - EMPLOYEE OPTION GRANT**
 
 On
        June
        11, 2008 the Company granted an option to purchase ten thousand (10,000)
        shares
        of the Company’s common stock to each of the following officers and directors of
        the Company and its subsidiaries: (i) Mr. Jean-Robert Martin; (ii) Mr. Philippe
        Aubay; (iii) Ms. Anne-Marie **** Pérus;
        (iv) Mr. Jean-Louis Recordon; (v) Dr. Augustine Fou; (vi) Mr. Gerald Sullivan;
        and (vii) Ms. Barbara Salz.  These options were granted at a purchase price
        of $5.10.  This purchase price was equal to the closing price of the
        Company’s common stock as quoted on the Nasdaq Over-the-Counter Bulletin Board
        on the day immediately preceding the grant. Using the Black Scholes options
        pricing model, the options were valued at $1.06 per share. The total options
        granted valuation on June 11, 2008 was $74,200.
  On
        August
        22, 2008 the Company appointed Major General Khalid Abdulla Mabarak Al Buainain,
        Commander & Chief of UAE Air Force and Air Defense (Ret.), as Vice President
        for Middle East Military and Defense Security. The Company and Major General
        Khalid have agreed that Major General Khalid will be receive the following
        compensation: (i) $5,000 per month; (ii) stock options to purchase 500,000
        shares of the Company’s common stock at an exercise price per share of $1.64;
        and (iii) a commission equal to three percent (3%) of the total sales price
        collected by the Company on any sales of the Company’s products to any
        individual or entity which Major General Khalid shall (a) initially introduce
        the Company to, and (b) which sales Major General Khalid shall facilitate
        as the
        Company may reasonably request. Major General Khalid will perform his services
        in the United Arab Emirates. Using the Black Scholes options pricing model,
        the
        options were valued at $0.33 per share. The vesting period is one year and
        the
        options expire five years from issuance. The total options granted valuation
        on
        August 22, 2008 was $165,859.
  10
 
 **NOTE
        I - CHIEF TECHNOLOGY OFFICER SERVICE AGREEMENT**
 
 On
        July
        11, 2008, the Company entered into a Chief Technology Officer Services Agreement
        (the “Services Agreement”) with Dr. Riccardo Maggiora. The Company has also
        entered into a License Agreement (the “License Agreement”) with respect to
        certain intellectual property invented and/or developed by Dr.
        Maggiora.
  Under
        the
        Services Agreement, Dr. Maggiora has agreed to serve as Chief Technology
        Officer
        for a three year period.  Dr. Maggiora has agreed to devote such time to
        his work as Chief Technology Officer as he deems reasonably necessary, with
        the
        Company acknowledging that Dr. Maggiora serves as an Assistant Professor
        at
        Politechnico di Torino and shall continue such service, and therefore the
        Company agrees that his services shall be rendered on a part-time basis.
        In
        consideration for services rendered to the Company, Dr. Maggiora has been
        granted a one time issuance of one million shares of the Company’s common
        stock.  Dr. Maggiora may sell his shares after an initial one year holding
        period, so long as such sale is made in accordance with applicable securities
        laws or pursuant to available exemptions therefrom.  Dr. Maggiora shall
        perform his services in Italy.  The Services Agreement contains provisions
        regarding protection of Company trade secrets, non-solicitation of Company
        employees or customers and non-competition with the Company during the term
        of
        the Agreement.  All discoveries and works made or conceived by Dr. Maggiora
        while working on Company matters which are not subject to intellectual property
        interests of any third parties, that relate to the Company’s present or
        anticipated activities, or are used or useable by the Company, shall be governed
        by the License Agreement described below. Either the Company or Dr. Maggiora
        may
        terminate the Services Agreement, with or without cause, upon ten days notice
        to
        the other party.
  Under
        the
        License Agreement, the Company has acquired exclusive rights to
        technologies in the field of intrusion detection systems, radar systems for
        border and pipeline surveillance, and technologies for monitoring and
        surveillance systems (collectively, the “Acquired Technologies”).  The
        License Agreement has granted to the Company the right to file patents on
        the
        Acquired Technologies, and all improvements and related know-how.  The
        Company shall pay to Dr. Maggiora a royalty of one-half percent of sales
        of
        products related to the Acquired Technologies which are sold by the Company
        or
        any sublicensee.  Starting in the second year of the License Agreement,
        there will be a minimum royalty payment to Dr. Maggiora of 250,000 Euros
        per
        year.  The License Agreement includes rights to sublicense all of the
        Acquired Technologies. The term of the Agreement is three years, which shall
        automatically renew for subsequent three year periods, unless for any reason
        the
        Company gives notice of non-renewal. The Company has also reserved the right
        to
        terminate the License Agreement after one year. The License Agreement may
        not be
        terminated by Dr. Maggiora except in the event of a breach of the Agreement
        by
        the Company which has not been cured within ninety days of notice of any
        breach.
        Dr. Maggiora has agreed to provide reasonable support and technical assistance
        during the term of the License Agreement with respect to the Company’s use of
        the Acquired Technologies and exercise of the Company’s rights under the License
        Agreement.
 
 Shares
        of
        the Company closed at $6.09 per share on July 11, 2008.


11





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





**Introduction**





The
      following discussion of the financial condition and results of operations of
      the
      Company should be read in conjunction with the financial statements and the
      related notes thereto included elsewhere in this Report. This Report contains
      certain forward-looking statements and the Company's future operating results
      could differ materially from those discussed herein. Certain statements
      contained in this Report, including, without limitation, statements containing
      the words “believes”, “anticipates,” “expects” and the like, constitute
“forward-looking statements” within the meaning of Section 27A of the Securities
      Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
      1934,
      as amended (the “Exchange Act”). However, as the Company intends to issue “penny
      stock,” as such term is defined in Rule 3a51-1 promulgated under the Exchange
      Act, the Company is ineligible to rely on these safe harbor provisions. Such
      forward-looking statements involve known and unknown risks, uncertainties and
      other factors which may cause the actual results, performance or achievements
      of
      the Company to be materially different from any future results, performance
      or
      achievements expressed or implied by such forward-looking statements. Given
      these uncertainties, readers are cautioned not to place undue reliance on such
      forward-looking statements. The Company disclaims any obligation to update
      any
      such factors or to announce publicly the results of any revisions of the
      forward-looking statements contained or incorporated by reference herein to
      reflect future events or developments, except as required by the Exchange
      Act.




We
      were
      incorporated in the State of Nevada on December 28, 2004 as Amecs Inc. On March
      3, 2008, the Company announced a change in its business model. The Company
      now
      intends to pursue a new business providing high technology products and services
      in international security, surveillance, satellites, satellite images and access
      controls.





**Plan
      of Operations**





In
      connection with a change of control that occurred on December 18, 2007, we
      changed our name from “Amecs Inc.” to “4C Controls Inc.” on February 12, 2008.
      Our trading symbol on the over-the-counter bulletin board changed to
      FOUR.





The
      Company intends to position itself as a leading strategic high technology
      systems integrator through affiliations with international security and
      surveillance enterprises as well as offering proprietary services and products
      developed by the Company. The Company intends to design, manage and integrate
      state-of-the-art high technology solutions with comprehensive and fully
      integrated service offerings.





The
      Company’s strategy focuses on technology as the key driver of growth in the
      security market as the market shifts towards more integrated security solutions
      including:





•
            offering
                high technology security integrated solutions providing real-time
                early
                warning and reduction of time scales from threat-detection to termination
                in the field;





•
            designing,
                managing and integrating cutting edge high technology security solutions
                to offer comprehensive service and product offerings;
                and





•
            focusing
                on large scale geographic security and surveillance solutions in
                the
                following market sectors:





o
            Electronic
                Surveillance and Access Control Markets: Biometric, Radio Frequency
                identification (“RFID”), Real Time Locating Systems (“RTLS”) and
                closed-circuit television (“CCTV”);o
            High
                Resolution Low Equatorial Synthetic Aperture Radar (“SAR”)
                Satellites;o
            Ground
                stations for Satellite Images; ando
            High
                performance ground radars for intrusion
                detection.


12




The
      Company intends to offer highly customized risk assessment and responsive
      solutions for broad scale areas, such as sovereign border security, coastal
      security and pipelines security. The Company intends to offer a range of
      cutting-edge security and surveillance solutions which include commercially
      available security products integrated with the Company’s proprietary security
      solutions. The Company expects to deploy multiple mode surveillance technologies
      over large scale geographic areas (including satellite images and ground radar
      systems) as well as offer sophisticated access control systems. The Company
      anticipates offering biometrics, smart card readers, CCTV cameras and access
      control customized solutions.





The
      Company expects to focus its satellite program on designing, building and
      operating small SAR satellites dedicated to earth observation and surveillance.
      Dr. Riccardo Maggiora, Chief Technology Officer of the Company, is a professor
      at Politechnico di Torino (“Polito”), one of the leading European technology and
      scientific research institutes. The Company has been working in a cooperative
      relationship with Polito through Professor Maggiora.





The
      Company also intends to establish satellite ground stations at commercially
      attractive locations for receiving, processing and analyzing high and medium
      resolution satellite images.  The Company expects to enter into strategic
      alliance agreements regarding the operation of the satellite ground stations.
      The Company is in the formative stage of designing and planning the
      ground station operations segment.





The
      Company has licensed proprietary technologies from Dr. Riccardo Maggiora, Chief
      Technology Officer of the Company, in the fields of intrusion detection systems,
      radar systems for sovereign border and pipeline surveillance, RFID and RTLS
      for
      monitoring and surveillance. The Company plans to acquire a highly qualified
      manufacturer of security and surveillance products. The completion of such
      acquisition would provide the Company with manufacturing capability for the
      technologies licensed from Dr. Maggiora.





Effective
      July 1, 2008, Philippe Aubay and Anne-Marie Pérus were appointed to the
      Company’s Board of Directors. Effective August 22, 2008, Mr. de Vergnies was
      appointed to the Company’s Board of Directors. Mr. de Vergnies has served as the
      Company Chief Executive Officer since July 1, 2008. On August 22, 2008, the
      Company created an Executive Committee consisting of Jean-Robert Martin, Olivier
      de Vergnies and Dr. Augustine Fou. The Executive Committee may take any action
      which the Company’s Board of Directors is permitted to take.




Effective
      July 1, 2008, the Company entered into an employment agreement with Olivier
      de
      Vergnies (the “de Vergnies Agreement”) regarding his service as the Company’s
      new Chief Executive Officer. Mr. de Vergnies’ compensation as the Company’s
      Chief Executive Officer will be 200,000 Euros per annum. The de Vergnies
      Agreement has a one year term, commencing on July 1, 2008 and ending on the
      first anniversary thereof, unless terminated sooner according to its terms.
      The
      de Vergnies Agreement shall automatically renew unless either party gives notice
      thirty (30) days prior to the expiration thereof. Mr. de Vergnies may terminate
      the de Vergnies Agreement on two weeks written notice. The Company may terminate
      the de Vergnies Agreement without cause at any time; however, the Company shall
      be required to pay Mr. de Vergnies’ salary for the remainder of the term. The
      Company may also terminate the de Vergnies Agreement at any time for cause,
      in
      which case Mr. de Vergnies shall not be entitled to any further compensation.
      The de Vergnies Agreement contains standard prohibitions on the disclosure
      of
      trade secrets and other confidential information. During the term of Mr. de
      Vergnies employment and for a period of one year thereafter he may not compete
      with the Company. Mr. de Vergnies has agreed to devote 100% of his professional
      time to the Company.





On
      July
      11, 2008, the Company entered into a Chief Technology Officer Services Agreement
      (the “CTO Services Agreement”) with Dr. Riccardo Maggiora. The Company has also
      entered into a License Agreement (the “License Agreement”) with respect to
      certain intellectual property invented and/or developed by Dr. Maggiora. Under
      the CTO Services Agreement, Dr. Maggiora has agreed to serve as Chief Technology
      Officer for a three year period.  Dr. Maggiora has agreed to devote such
      time to his work as Chief Technology Officer as he deems reasonably necessary,
      with the Company acknowledging that Dr. Maggiora serves as an Assistant
      Professor at Politechnico di Torino and that he shall continue such service.
      In
      consideration for services to the Company, Dr. Maggiora has been granted a
      one-time issuance of one million shares of the Company’s common stock.  Dr.
      Maggiora may sell his shares after an initial one year holding period, so long
      as such sales are made in accordance with applicable securities laws or pursuant
      to available exemptions therefrom.  Dr. Maggiora shall perform his services
      in Italy.  The CTO Services Agreement contains customary provisions
      regarding protection of Company trade secrets, non-solicitation of Company
      employees or customers and non-competition with the Company during the term
      of
      the Agreement.  All discoveries and works made or conceived by Dr. Maggiora
      while working on Company matters which are not subject to intellectual property
      interests of any third parties, that relate to the Company’s present or
      anticipated activities, or are used or useable by the Company, shall be governed
      by the License Agreement described below. Either the Company or Dr. Maggiora
      may
      terminate the CTO Services Agreement, with or without cause, upon ten days
      notice to the other party.




Under
      the
      License Agreement with Dr. Maggiora, the Company has
      acquired exclusive rights to technologies in the field of intrusion
      detection systems, radar systems for border and pipeline surveillance, and
      technologies for monitoring and surveillance systems (collectively, the
“Acquired Technologies”).  The License Agreement has granted to the Company
      the right to file patents on the Acquired Technologies, and all
      improvements and related know-how.  The Company shall pay to Dr. Maggiora a
      royalty of one-half percent of sales of products related to the Acquired
      Technologies which are sold by the Company or any sublicensee.  Starting in
      the second year of the License Agreement, there will be a minimum royalty
      payment to Dr. Maggiora of 250,000 Euros per year.  The License Agreement
      includes rights to sublicense all of the Acquired Technologies. The term of
      the
      Agreement is three years, which shall automatically renew for subsequent three
      year periods, unless for any reason the Company gives notice of non-renewal.
      The
      Company has also reserved the right to terminate the License Agreement after
      one
      year. The License Agreement may not be terminated by Dr. Maggiora except in
      the
      event of a breach of the Agreement by the Company which has not been cured
      within ninety days of notice of any breach. Dr. Maggiora has agreed to provide
      reasonable support and technical assistance during the term of the License
      Agreement with respect to the Company’s use of the Acquired Technologies and
      exercise of the Company’s rights under the License Agreement.




13




On
      July
      22, 2008, the Company received a shareholder loan in the amount of $987,000.00
      from Rudana. This loan has an interest rate of seven and a half percent (7.5%)
      per annum, which together with the principal amount shall be repayable thirty
      (30) days after demand by Rudana. The Company utilized these funds for purposes
      of financing its strategic alliance with BQT Solutions Limited.





On
      August
      18, 2008, the Company issued press releases disclosing the
      following:


·
            The
                Company has entered into a strategic alliance with Sire Contracting
                Company in Dubai, United Arab Emirates. Under the terms of the alliance,
                4C Controls will be the exclusive provider of high technology security
                and
                surveillance solutions for all of Sire’s current
                projects.·
            The
                Company has appointed FBI Supervising Special Agent (Ret.) Dr. Philip
                Hayden as its Vice President, Security Assessment & Threats Analysis.
                Dr. Hayden comes to 4C Controls after a distinguished career with
                the
                Federal Bureau of Investigation. Dr. Philip Hayden has spent years
                involved in many aspects of law enforcement and security.




The
      Company has changed its mailing address to 104 Summit Avenue, Summit NJ
      07902-0080.





On
      September 2, 2008, the Company entered into a agreement (the “Agreement”) to
      acquire Zahra Technology LLC and its wholly owned subsidiary Zahra Security
      Systems and Electricals LLC (collectively, “Zahra”). Subsequent to the signing
      of the Agreement, the Company undertook due diligence of Zahra. The Company
      made
      assessments and determinations on the basis of such due diligence that the
      facts
      and circumstances regarding acquisition of Zahra were not as originally
      ascertained by the Company at the date of the signing of the Agreement. The
      Company endeavored to renegotiate the terms of the acquisition with Zahra but
      the parties could not agree on mutually acceptable terms. As such, the Company
      terminated the acquisition during the fourth quarter 2008.





On
      August
      29, 2008, the Company and Rudana mutually agreed to take action to rescind
      a
      Share Purchase Agreement (the “March Share Purchase Agreement”), entered into
      with Rudana on March 7, 2008, and cancel the March 2008 shares and warrants,
      and
      convert the rescinded purchase price to a shareholder loan. Pursuant to the
      March 2008 Share Purchase Agreement, and in consideration of US$940,900 (AUD$1
      million) which was paid by Rudana directly to BQT Solutions Limited (“BQT
      Solutions”) on behalf of the Company as the first tranche of the Company’s
      planned investment in BQT Solutions and its subsidiaries, Rudana had been issued
      470,450 shares of the Company’s common stock and 117,613 Warrants. The Warrants
      were exercisable at a purchase price of $0.25 per share. Rudana has tendered
      to
      the Company the shares and warrants it acquired pursuant to the March 2008
      Share
      Purchase Agreement, and the Company has cancelled all such securities. The
      reason for the rescission is that the Company and Rudana agreed that the blended
      purchase price of the shares and warrants under the March 2008 Share Purchase
      Agreement did not fully reflect the growth and development which the Company
      has
      achieved within a relatively short period of time. The Company and Rudana agreed
      to convert the proceeds from the rescinded March 2008 Share Purchase Agreement
      into a shareholder loan in the amount of $940,900 at an interest rate of seven
      and half percent (7.5%) per annum, which together with the principal amount
      shall be repayable thirty (30) days after demand by Rudana.





As
      disclosed by the Company in a Current Report on Form 8-K filed with the U.S.
      Securities and Exchange Commission on October 3, 2008, the contents of which
      are
      incorporated herein by reference thereto, as of October 2, 2008, the Company
      has
      completed all payment tranches of the Securities Purchase Agreement with BQT
      Solutions and its subsidiaries entered into on March 3, 2008 and amended and
      restated on May 1, 2008. The Company has been issued an aggregate of 12.8
      million ordinary shares of BQT Solutions in respect of a total investment of
      AUD
      $4 million. The investment represents approximately 19.8% of the issued and
      outstanding shares of BQT Solutions. The Company has also been issued options
      to
      purchase an additional 9.5 million shares of BQT Solutions at a purchase price
      of AUD $0.10 per share. Under the terms of investment in BQT Solutions, the
      Company has an outstanding obligation to make an equity capital infusion of
      AUD
      $14 million into BQT Satellites Limited. After giving effect to such capital
      infusion, the Company will own 40% of BQT Satellites. BQT Solutions will retain
      20% ownership interest and Prime Asset Finance Ltd. will own 40% of BQT
      Satellites. Prime Asset Finance Ltd. is a wholly owned subsidiary of the
      Company’s majority shareholder, Rudana Investment Group AG.




14




The
      Company’s assets consist only of cash and nominal investments and as such the
      BQT Solutions strategic investment transactions do not have the effect of
      causing the Company to cease being a shell company, as defined in Rule 12b-2
      promulgated under the Exchange Act. The Company expects to transition from
      such
      status after closing future transactions and will report the transition in
      accordance with the Exchange Act and the rules and regulations promulgated
      thereunder.




**Revenues**





During
      the quarter ended September 30, 2008, the Company had no revenues.





**Research
      and Development**





The
      Company has allocated 90,000 Euros for the fabrication of demonstration units
      of
      the proprietary technologies licensed from Dr. Maggiora. Future research and
      development efforts are expected to be conducted together with Politechnico
      di
      Torino, in Torino, Italy through Dr. Riccardo Maggiora, the Company’s Chief
      Technology Officer who is a professor at the Politechnico di Torino.





**Plant
      and Equipment**





The
      Company does not plan any expenditures on plant and equipment for the year
      ending December 31, 2008.





**Employees**





As
      of
      September 30, 2008, the Company had two full time employees, Mr. Olivier de
      Vergnies, Chief Executive Officer and Mr. Gerald Sullivan, who is the Chief
      Financial Officer. The other persons rendering services to the Company as of
      September 30, 2008 included Mr. Jean-Robert Martin, our Chairman; Dr. Riccardo
      Maggiora, Mr. Philippe Aubay, Ms. Anne-Marie Pérus, Mr. Jean-Louis Recordon
      and Ms. Barbara Salz, each of whom served on a part-time basis as of the period
      covered by this Report. The Company has not yet determined its anticipated
      employee and staff needs for the year ending December 31, 2008.





**Liquidity
      and capital resources**





During
      the quarter ended September 30, 2008 and to date, the primary source of capital
      has been loans from shareholders, and equity sales. Our operations to date
      have
      consumed substantial amounts of cash.  Our negative cash flow from
      operations is expected to continue and to accelerate in the foreseeable future
      as the Company invests in capital expenditures including service and production
      facilities.





As
      of the
      date of this Report, we have not yet generated any revenues from our business
      operations. Since inception, the Company has incurred total expenses of
      $3,796,536, including total expenses of $3,605,190 during the nine months ended
      September 30, 2008.





We
      will
      need to raise additional capital to implement our new business plan and continue
      operations. We are seeking alternative sources of financing, through private
      placement of securities and loans from our shareholders in order for us to
      maintain our operations. We cannot guarantee that we will be successful in
      raising additional cash resources for our operations or that we will stay in
      business after our new business plan has commenced.





Our
      consolidated cash balance at September 30, 2008 was $510,294. As of September
      30, 2008, our total assets (consisting of cash and nominal investment in BQT
      Solutions, Ltd.) were $4,270,249 and our total liabilities were
      $2,008,153.





As
      of
      September 30, 2008, Rudana Investment Group AG (“Rudana”), the Company’s
      majority shareholder, and companies controlled by Rudana had loaned the Company
      a total of $817,266. The funds were used by the company for general corporate
      use and for purposes of financing its strategic alliance investment obligations
      in BQT Solutions Limited. These loans bear interest at 7.5% per annum and are
      due thirty (30) days after demand.





The
      Company previously issued a warrant to Arimathea Limited in consideration for
      international corporate development services to be rendered on behalf of the
      Company (the “Arimathea Warrant”). On May 29, 2008, the Company amended the
      warrant (the “First Amended Warrant”). During the period covered by this Report,
      the Company agreed to amend the Warrant again (the “Second Amended Warrant”).
      The Second Amended Warrant will have an exercise term of 3 years and will become
      exercisable only for the purchase of a number of shares equal to (i) 5% of
      the
      amount of capital raised by the Company from introductions made by Arimathea,
      divided by (ii) the original exercise price of $3.45 per share. The maximum
      number of shares that may be purchased under the Second Amended Warrant is
      approximately one million shares of Company common stock at a purchase price
      of
      $3.45 per share, assuming the Company raises $70 million attributable to
      introductions made by Arimathea. All other terms and conditions of the Warrant
      shall remain the same.




15




**Off
      Balance Sheet Arrangements**





The
      Company does not have any off balance sheet arrangements that have or are
      reasonably likely to have a current or future effect on the Company's financial
      condition, changes in financial condition, revenues or expenses, results of
      operations, liquidity, capital expenditures or capital
      resources.




**ITEM
      3.**   **QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**





Not
      Applicable.





**ITEM
      4T.**   **CONTROLS
      AND PROCEDURES**





As
      of the
      end of the period covered by this report, the Company carried out, under the
      supervision and with the participation of the Company’s management, including
      its Chief Executive Officer and Chief Financial Officer, an evaluation of the
      effectiveness of the design and operation of the Company’s disclosure controls
      and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities
      Exchange Act of 1934) in ensuring that information required to be disclosed
      by
      the Company in its reports is recorded, processed, summarized and reported
      within the required time periods. In carrying out that evaluation, management
      identified a material weakness (as defined in Public Company Accounting
      Oversight Board Standard No. 2) in our internal control over financial
      reporting.





The
      material weakness identified by Management consisted of inadequate staffing
      and
      supervision within the bookkeeping and accounting operations of the Company.
      The
      relatively small number of employees who have bookkeeping and accounting
      functions prevents us from segregating duties within the Company’s internal
      control system. The inadequate segregation of duties is a weakness because
      it
      could lead to the untimely identification and resolution of accounting and
      disclosure matters or could lead to a failure to perform timely and effective
      reviews. Accordingly, based on their evaluation of the Company’s disclosure
      controls and procedures as of September 30, 2008, the Company’s Chief Executive
      Officer and its Chief Financial Officer have concluded that, as of that date,
      the Company’s controls and procedures were not effective for the purposes
      described above. Subsequent to the period covered by this Report, the Company
      has initiated steps to remediate such procedures as soon as reasonably possible.





There
      was
      no change in the Company’s internal control over financial reporting (as defined
      in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934)
      during the quarter ended September 30, 2008 that has materially affected or
      is
      reasonably likely to materially affect the Company’s internal control over
      financial reporting. Subsequent to the period covered by this Report, the
      Company has commenced such changes in its internal control over financial
      reporting. Such changes include the retention of a full-time employee to handle
      the Company’s bookkeeping and accounting functions.




16





**PART
      II.**   **OTHER
      INFORMATION**





**ITEM
      1.**   **LEGAL
      PROCEEDINGS**




The
      Company is not, and has not been during the period covered by this Report,
      a
      party to any legal proceedings.





**ITEM
      2:**   **UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**




The
      following sets forth information pertaining to all securities of the Company
      sold within the period covered by this Report which were not registered under
      the Securities Act of 1933, as amended.





The
      Company entered into all of the following transactions in reliance upon the
      exemption from registration provided by the U.S. Securities Act of 1933, as
      amended (the “Securities Act”), and the rules and regulations promulgated
      thereunder, including Rule 903 of Regulation S.  All of the sales of the
      Company restricted securities were made only to non-U.S. persons (as such term
      is defined in Rule 902(k) of Regulation S) outside of the United States pursuant
      to securities purchase agreements which each contained representations and
      warranties from each purchaser providing the factual basis for the Company
      to
      reasonably rely upon Regulation S.  Each of the certificates issued in
      respect of the sales of unregistered securities contain restricted transfer
      legends prohibiting sale or transfer except (a) in an offshore transaction
      complying with Rule 903 or Rule 904 of Regulation S; (b) pursuant to the
      exemption from registration provided by Rule 144 promulgated under the
      Securities Act (if available) or another then available exemption under the
      Securities Act and state securities laws; (c) in a transaction that does not
      require registration under the Securities Act or any applicable state laws,
      or
      (d) pursuant to a registration statement which has been declared effective
      by
      the U.S. Securities and Exchange Commission and which continues to be effective
      at the time of transfer of such securities. During August and September of
      2008 subscribers (i) purchased an aggregate of 766,000 shares at $3.00 a share
      for total proceeds of $2,298,000; (ii) purchased 80,000 shares at $3.50 a share
      for total proceeds of $280,000; and (iii) purchased an aggregate of 279,990
      shares at $5.00 a share for total proceeds of $1,399,950.  The total of all
      sales of unrestricted securities in August and September of 2008 amounted to
      1,125,990 shares which is equal to approximately 2.6% of all issued and
      outstanding shares after giving effect to all such issuances.




**ITEM
      3:**   **DEFAULTS
      UPON SENIOR SECURITIES**





Not
      Applicable.





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




No
      matters were submitted to the vote of the Company’s security holders during the
      period covered by this Report.





**ITEM
      5:**   **OTHER
      INFORMATION**





Not
      Applicable.


17





**ITEM
      6.**   **EXHIBITS**




**Exhibit**
            
            **Description**10.14
            
            Form
                of Securities Purchase Agreement.10.15
            
            Strategic
                Alliance Agreement, by and between the Company and Sire Contracting
                Company, dated as of August 18, 2008.10.16
            
            Form
                of Amendment No. 2 to 4C Controls Inc. Common Stock Purchase Warrant
                “A-1.”31.1
            
            Certification
                of Principal Executive Officer pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.31.2
            
            Certification
                of Principal Financial Officer pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.32.1
            
            Certification
                of the Principal 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
                of the Principal Financial Officer pursuant to 18 U.S.C. Section
                1350, as
                adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.


18





**SIGNATURES**





Pursuant
      to the requirements 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.





**4C
                CONTROLS INC.**By:
            /s/
                Olivier de VergniesName:
                Olivier de VergniesTitle:  
                Chief Executive OfficerBy:
            /s/
                Gerald SullivanName:
                Gerald SullivanTitle:  
                Chief Financial Officer





Dated:
      November 19, 2008




19