SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C.  20549











(Mark
      One)





x          
      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934.





For
      the
      Fiscal Year Ended December 31,
      2007





OR





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





Commission
      file
      number:  0-52202





Anasazi
      Capital Corp.


(Name
      of
      Small Business Issuer In Its Charter)





Florida
            
            20-5223382(State
                or Other Jurisdiction
              of
                Incorporation or Organization)
            
            (I.R.S.
                Employer
              Identification
                No.)





701
      Scott Street


San
      Francisco, California  94117


(Address
      of Principal Executive Offices) (Zip Code)





(415)
      568-1410


(Issuer’s
      telephone number, Including Area Code)





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





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





Common
      Stock, no par value


(Title
      of
      Class)





Check
      whether the issuer is not
      required to file reports pursuant to Section 13 or 15(d) of the
      Exchange Act.   o





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 reports), and (2) has been subject
      to such filing requirements for the past 90 days.Yes x   No
o




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B 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) Yes x 
No
o




The
      issuer did not generate any
      revenues during the year ended December 31, 2007.





There
      were no shares of the issuer’s
      common stock held by non-affiliates on December 31, 2007.  On such
      date, 5,000,000 shares of the issuer’s common stock were issued and outstanding
      and held by one (1) shareholder deemed to be an affiliate of the issuer within
      the meaning of Rule 12b-2 under the Exchange Act.





-1-


Anasazi
      Capital Corp.





Table
      of Contents








Part
                IItem
                1.    Description of Business
            3Item
                2.    Description of Property
            14Item
                3.    Legal Proceedings
            14Item
                4.    Submission of Matters to a Vote of Security
                Holders
            14Part
                IIItem
                5.   Market for Common Equity, Related
                Stockholder Matters and Small BusinessIssuer
                Purchases of Equity Securities
            15Item
                6.   Management’s Discussion and Analysis or Plan of
                Operation
            15Item
                7.   Financial Statements
            16Item
                8.   Changes in and Disagreements with Accountants on
                AccountingandFinancial
                Disclosure
            24Item
                8A.
                Controls and Procedures
            24Item
                8B.  Other Information
            25Part
                IIIItem
                9.   Directors, Executive Officers,
                Promoters and Control Persons; Compliancewith
                Section 16(a) of the Exchange Act
            26Item
                10. Executive
                Compensation
            27Item
                11. Security Ownership of Certain Beneficial Owners and Management
                and
                RelatedStockholder
                Matters
            27Item
                12. Certain
                Relationships and Related Transactions
            28Item
                13.
                Exhibits
            29Item
                14. Principal
                Accountant Fees and Services
            30Index
                to Exhibits
            32





-2-
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          of Contents


PARTI





ITEM
      1.  DESCRIPTION OF BUSINESS





General





Anasazi
      Capital Corp. (the “Company”, “our”, “us” or “we”) was incorporated under the
      laws of the State of Florida on July 17, 2006. We are a developmental stage
      company and have no revenues to date.  Since inception, our activities
      have been limited to actions related to our organization and the preparation
      of
      a registration statement on Form 10-SB (the “Registration Statement”). We are a
“shell” company conducting no business operations, other than our efforts to
      seek merger partners or acquisition candidates. We have no full-time employees
      and neither own nor lease any real estate nor vehicles.





We
      were
      created 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 (the “Target Business”) which desires to utilize
      our status as a reporting corporation under the Securities Exchange Act of
      1934,
      as amended (the “Exchange Act”). We are authorized to issue 100,000,000 shares
      of common stock, no par value (the “Common Stock”), pursuant to the Articles of
      Incorporation of the Company, of which 5,000,000 shares are currently issued
      and
      outstanding. We have a shareholder base consisting of only one (1) shareholder.
      None of the shares of Common Stock issued to such shareholder have been
      registered under the Securities Act of 1933, as amended (the “Securities Act”).
      See “Description of Securities”.  Pursuant to a resolution of our
      board of directors, we will not enter into any Business Combination until the
      Target Business has obtained the requisite audited financial statements required
      to be included in a report on Form 8-K to be filed by us with the Securities
      and
      Exchange Commission pursuant to the requirements of Form 8-K and the Exchange
      Act and the applicable rules and regulations thereunder.





We
      intend
      to seek potential business opportunities and effectuate a Business Combination
      with a Target Business with growth potential which, in the opinion of our sole
      officer and director, could provide a return on investment to our sole
      shareholder in the form of cash compensation and/or the potential for capital
      appreciation in the form of continuing equity ownership. Our efforts in
      identifying prospective Target Businesses are expected to include businesses
      in
      the United States and abroad. While we may, under certain circumstances, seek
      to
      effect Business Combinations with more than one Target Business, as a result
      of
      our limited resources, we will, in all likelihood, have the ability to effect
      only a single Business Combination. We may effect a Business Combination with
      a
      Target Business which may be financially unstable or in its early stages of
      development or growth. We will not restrict our search to any specific business,
      industry or geographical location, and we may participate in a business venture
      of virtually any kind or nature. Our sole officer and director may become
      involved in management of the Target Business and/or may hire qualified but
      as
      yet unidentified individuals to manage such Target Business. There are no
      acquisitions, business combinations, or mergers pending or which have occurred
      involving the Company. Presently, we have no plans, proposals, agreements,
      understandings or arrangements of any kind or nature whatsoever to acquire
      or
      merge with any specific business or company, and we have not identified any
      specific business or company for investigation and evaluation.





Our
      discussion of the proposed business under this caption and throughout this
      Registration Statement is purposefully general and is not meant to restrict
      our
      virtually unlimited discretion to search for and enter into potential business
      opportunities.





-3-
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          of Contents


“Shell”
      Corporation





Background





We
      have
      conducted no business operations to date and expect to conduct none in the
      future, other than our efforts to effectuate a Business Combination. We,
      therefore, can be characterized as a shell company under Rule 12b-2 under the
      Exchange Act.  As a shell company, we face risks inherent in the
      investigation, acquisition, or involvement in a new business opportunity.
      Further, as a “development stage” or “start-up” company, we face all of the
      unforeseen costs, expenses, problems, and difficulties related to such
      companies, including whether we will continue to be a going concern entity
      for
      the foreseeable future. We are dependent upon the efforts of our sole officer
      and director to effectuate a Business Combination.  Assuming our sole
      officer and director is successful in identifying a Business Combination, it
      is
      unlikely our sole shareholder will have an opportunity to evaluate the specific
      merits or risks of any one or more Business Combinations and will have no
      control over the decision-making relating to such Business


Combination.





Due
      to
      our limited capital resources, the consummation of a Business Combination will
      likely involve the acquisition of, or merger or consolidation with, a company
      that may or may not need substantial additional capital, and also desires to
      establish a public trading market for its shares of capital stock, while
      avoiding what it might deem to be the adverse consequences of undertaking a
      public offering itself, such as the time delays and significant expenses
      incurred to comply with the various Federal and state securities laws that
      regulate initial public offerings. A Target Business might desire, among other
      reasons, to





·
            create
                a public market for shares of capital stock in order to enhance liquidity
                for shareholders,





·
            facilitate
                raising capital through the private into public sale of securities,
                commonly referred to as a “PIPE” transaction,





·
            facilitate
                raising capital through the public sale of securities of which the
                existence of a public market for such securities may exist, and/or





·
            acquire
                additional assets through the issuance of securities rather than


for cash





No
      trading market in our securities presently exists and we have no plans on
      registering any securities under the Securities Act or state blue sky laws
      for
      the foreseeable future. In light of the restrictions concerning shell companies
      contained in many state blue sky laws and the regulations thereunder, it is
      not
      likely that a trading market will be created in our securities until such time
      as a Business Combination occurs with a Target Business. No assurances are
      given
      that subsequent to such a Business Combination that a trading market in our
      securities will develop, or, if such a trading market is developed, that it
      can
      be maintained with liquidity. We presently have 100,000,000 shares of Common
      Stock authorized, of which 5,000,000 are currently issued and outstanding.
      None
      of these outstanding shares have been registered under the Securities Act,
      and
      all of which are deemed to be “restricted securities”, as that term is defined
      under Rule 144 promulgated under the Securities Act, because such shares were
      issued in a private placement transaction to one “accredited investor” not
      involving a public offering. These shares cannot be resold under Rule 144 but
      must be registered under the Securities Act. As of the date hereof, we have
      not
      provided to any shareholder registration rights to register under the Securities
      Act any shares of Common Stock of the Company.  See “Market Price of
      and Dividends on the Registrant's Common Equity and Related Shareholder
      Matters”.


-4-
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          of Contents





We
      cannot
      estimate the time that it will take to effectuate a Business Combination. It
      could be time consuming; possibly in excess of many months or
      years.  Additionally, no assurance can be made that we will be able to
      effectuate a Business Combination on favorable terms, or, if such a Business
      Combination can be effected at all. We might identify and effectuate a Business
      Combination with a Target Business which proves to be unsuccessful for any
      number of reasons, many of which are due to the fact that the Target Business
      is
      not identified at this time. If this occurs, the Company and its sole
      shareholder might not realize any type of profit.





Unspecified
      Industry and Target Business





We
      will
      seek to acquire a Target Business without limiting ourselves to a particular
      industry. In seeking a Target Business, we will consider, without limitation,
      businesses which





(i)
      offer or provide services or
      develop, manufacture or distribute goods in the United States or abroad,
      including, without limiting the generality of the foregoing, in the following
      areas: technology; real estate; health care; health products; educational
      services; environmental services; consumer-related products and services
      (including amusement, entertainment, video games, gaming and/or recreational
      services); personal care services; voice and data information processing; and
      telecommunication equipment manufacturers or





(ii)
      are engaged in wholesale or
      retail distribution of various products.





To
      date,
      we have not selected any particular industry or any Target Business in which
      to
      concentrate our Business Combination efforts. Accordingly, we are only able
      to
      make general disclosures concerning the risks and hazards of effectuating a
      Business Combination with a Target Business since there is presently no current
      basis for us to evaluate the possible merits or risks of the Target Business
      or
      the particular industry in which we may ultimately operate. Any Target Business
      that is selected will be required to have audited financial statements prior
      to
      the consummation of a Business Combination consistent with the requirements
      of
      Form 8-K and the Exchange Act and the rules and regulations
      thereunder.





To
      the
      extent that we effect a Business Combination with a financially unstable company
      or an entity in its early stage of development or growth (including entities
      without established records of sales or earnings), we will become subject to
      numerous risks and uncertainties inherent in the business and operations of
      financially unstable and early stage or potential emerging growth companies.
      In
      addition, to the extent that we effect a Business Combination with a Target
      Business in an industry characterized by a high level of risk, we will become
      subject to the currently unascertainable risks of that industry. An extremely
      high level of risk frequently characterizes certain industries which experience
      rapid growth. Although our sole officer and director will endeavor to evaluate
      the risks inherent in a particular industry or Target Business, there can be
      no
      assurances that we will properly ascertain or assess all significant risk
      factors.


-5-
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          of Contents





Probable
      Lack of Business Diversification





As
      a
      result of our limited resources, in all likelihood, we will have the ability
      to
      effect only a single Business Combination. Accordingly, our prospects for
      success will be entirely dependent upon the future performance of a single
      business. Unlike certain entities that have the resources to consummate several
      Business Combinations or entities operating in multiple industries or multiple
      segments of a single industry, it is highly unlikely that we will have the
      resources to diversify our operations or benefit from spreading risks or
      offsetting losses. Our probable lack of diversification could subject us to
      numerous economic, competitive and regulatory developments, any or all of which
      may have a material adverse impact upon the particular industry in which we
      may
      operate subsequent to consummation of a Business Combination. The prospects
      for
      our success may become dependent upon the development or market acceptance
      of a
      single or limited number of products, processes or services. Accordingly, there
      can be no assurance that the Target Business will prove to be commercially
      viable.





Limited
      Ability to Evaluate Target Business’ Management





While
      our
      ability to successfully effect a Business Combination will be dependent upon
      certain key personnel, the future role of such personnel in the Target Business
      cannot presently be stated with any certainty. There can be no assurance that
      our sole officer and director will remain associated in any operational capacity
      with us following a Business Combination. Moreover, there can be no assurances
      that our sole officer and director will have any experience or knowledge
      relating to the operations of the particular Target
      Business.  Furthermore, although we intend to scrutinize the
      management team of a prospective Target Business in connection with evaluating
      the desirability of effecting a Business Combination with such Target Business,
      there can be no assurances that our assessment of such management team will
      prove to be correct, especially since our sole officer and director is not
      a
      professional business analyst. See “Directors, Executive Officers, Promoters and
      Control Persons”.





Accordingly,
      we will be completely dependent on the ability of the management team of the
      Target Business who are unidentifiable as of the date hereof. In addition,
      there
      can be no assurances that such future management team will have the necessary
      skills, qualifications or abilities to manage a public company. We may also
      seek
      to recruit additional managers to supplement the incumbent management team
      of
      the Target Business. There can be no assurances that we will have the ability
      to
      recruit such additional managers, or that such additional managers will have
      the
      requisite skill, knowledge or experience necessary or desirable to enhance
      the
      incumbent management team.





Opportunity
      for Shareholder Evaluation or Approval of Business Combinations





Our
      non-affiliate shareholders, if any, will, in all likelihood, not receive nor
      otherwise have the opportunity to evaluate any financial or other information
      which will be made available to us in connection with selecting a potential
      Business Combination until after we have entered into an agreement to effectuate
      a Business Combination. Such agreement to effectuate a Business Combination,
      however, will be subject to shareholder approval pursuant to applicable law.
      As
      a result, our non-affiliate shareholders, if any, will be almost entirely
      dependent on the judgment and experience of our sole officer and director and
      his advisors in connection with the selection and ultimate consummation of
      a
      Business Combination. In addition, under Florida law, the form of Business
      Combination could have an impact upon the availability of dissenters' rights
      (i.e., the
      right to receive fair payment with respect to our Common Stock) to shareholders
      disapproving the proposed Business Combination. See “Description of Business –
‘Shell Corporation’” “- Conflicts of Interest” and “Certain Relationships and
      Related Transactions”.


-6-
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          of Contents





Selection
      of a Target Business and Structuring of a Business Combination





We
      anticipate that the selection of a Target Business will be complex and risky
      because of competition for such business opportunities among all segments of
      the
      financial community. The nature of our search for the acquisition of a Target
      Business will require maximum flexibility inasmuch as we will be required to
      consider various factors and circumstances which may preclude meaningful direct
      comparison among the various business enterprises to be investigated by
      us.  Investors should recognize that the possible lack of
      diversification among our acquisitions may not permit us to offset potential
      losses from one venture against profits from another. We have virtually
      unrestricted flexibility in identifying and selecting a prospective Target
      Business. In addition, in evaluating a prospective Target Business, our sole
      officer and director will consider, among other factors, the following factors
      which are not listed in any particular order:





·
            financial
                condition and results of operations of the Target Business;





·
            growth
                potential and projected financial performance of the Target Business
                and
                the industry in which it operates;





·
            experience
                and skill of management and the availability of additional personnel
                of
                the Target Business;





·
            capital
                requirements of the Target Business;





·
            the
                availability of a transaction exemption from the registration requirements
                of the Securities Act for any potential Business Combination;





·
            the
                location of the Target Business;





·
            competitive
                position of the Target Business;





·
            stage
                of development or lifecycle of the products, processes or services
                of the
                Target Business, if any;





·
            degree
                of current or potential market acceptance of the products, processes
                or
                services of the Target Business, if any;





·
            proprietary
                features, intellectual property rights and trade secrets of the Target
                Business, if any;





·
            regulatory
                environment of the industry in which the Target Business operates;





·
            costs
                associated with effecting the Business Combination; and





·
            equity
                interest, and possible management participation, in the Target Business.





-7-
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          of Contents




The
      foregoing criteria are not intended to be exhaustive. Any evaluation relating
      to
      the merits of a particular Business Combination will be based, to the extent
      relevant, on the above factors as well as other objective and subjective
      criteria deemed relevant by us in connection with effecting a Business
      Combination consistent with our business objective. In many instances, it is
      anticipated that the historical operations of a Target Business may not
      necessarily be indicative of the potential for such Target Business' future
      prospects.





We
      will
      be dependent upon the owners of a Target Business to identify any such problems
      which may exist and to implement, or be primarily responsible for the
      implementation of, necessary changes. Because we may engage in a Business
      Combination with a newly organized firm or with a firm which is entering a
      new
      phase of growth, we will incur further risks, because in many instances,
      management of the Target Business will not have proven its abilities or
      effectiveness, the eventual market for the products or services of the Target
      Business will likely not be established, and the Target Business may not be
      profitable subsequent to a Business Combination.





Our
      limited funds and the lack of full-time management will likely make it
      impracticable to conduct a complete and exhaustive investigation and analysis
      of
      a Target Business before we commit capital or other resources. Management
      decisions, therefore, will likely be made without detailed feasibility studies,
      independent analysis, market surveys and the like which, if we had more funds
      available to us, would be desirable. We will be particularly dependent in making
      decisions upon information provided by the promoters, owners, sponsors, or
      others associated with the business opportunity seeking our
      participation.





In
      connection with our evaluation of a prospective Target Business, our sole
      officer and director anticipates that it will conduct a due diligence review
      which will encompass, among other things, meetings with incumbent management
      and
      inspection of facilities, as well as review of financial or other information
      which will be made available to us. The time and costs required to select and
      evaluate a Target Business, including conducting a due diligence review,
      negotiating relevant agreements and preparing requisite documents for filing
      pursuant to applicable Federal securities laws, state blue sky laws, foreign
      securities laws, if any, and corporation laws cannot presently be ascertained
      with any degree of certainty. Our sole officer and director will only devote
      a
      small portion of her time to our operations, and, accordingly, consummation
      of a
      Business Combination may require a greater period of time than if they devoted
      their full time to our affairs.





However,
      our sole officer and director will devote such time as she deems reasonably
      necessary, to carry out the business and affairs of the Company, including
      the
      evaluation of potential Target Businesses and the negotiation of a Business
      Combination and, as a result, the amount of time devoted to our business and
      affairs may vary significantly depending upon, among other things, whether
      we
      have identified a Target Business or are engaged in active negotiations of
      a
      Business Combination.  Any costs incurred in connection with the
      identification and evaluation of a prospective Target Business with which a
      Business Combination is not ultimately consummated will result in a loss to
      the
      Company and reduce the amount of capital available to otherwise complete a
      Business Combination or for the resulting entity to utilize. In the event we
      deplete our cash reserves, we might be forced to cease operations and a Business
      Combination might not occur.





We
      anticipate that we will locate and make contact with Target Businesses primarily
      through the reputation and efforts of our sole officer and director and
      representatives, who intend to meet personally with existing management and
      key
      personnel, visit and inspect material facilities, assets, products and services
      belonging to such prospects, or undertake such reasonable investigation as
      they
      deem appropriate. Our sole officer and director and our representatives have
      a
      network of business contacts and believe that prospective Target Businesses
      will
      be referred to us through this network of contacts.


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          of Contents





We
      also
      expect that many prospective Target Businesses will be brought to our sole
      officer and director's attention from various other non-affiliated sources,
      including securities broker-dealers, investment bankers, venture capitalists,
      bankers, and other members of the financial community.  We have
      neither the present intention, nor does the present potential exist for us,
      to
      consummate a Business Combination with a Target Business in which our sole
      officer and director or her affiliates or associates, directly or indirectly,
      have a pecuniary interest, although no existing corporate policies would prevent
      this from occurring. Although there are no current plans to do so, we may engage
      the services of professional firms that specialize in finding business
      acquisitions and pay a finder’s fee or other compensation. Since we have no
      current plans to utilize any outside consultants or advisors to assist in a
      Business Combination, no policies have been adopted regarding use of such
      consultants or advisors, the criteria to be used in selecting such consultants
      or advisors, the services to be provided, the term of service, or regarding
      the
      total amount of fees that may be paid. However, because of our limited
      resources, it is likely that any such fee we agree to pay would be paid in
      cash
      and/or shares of our Common Stock.





As
      a
      general rule, Federal and state tax laws and regulations have a significant
      impact upon the structuring of business combinations. We will evaluate the
      possible tax consequences of any prospective Business Combination and will
      endeavor to structure a Business Combination so as to achieve the most favorable
      tax treatment for us, the Target Business and the respective
      stockholders.  There can be no assurance that the Internal Revenue
      Service or relevant state tax authorities will ultimately assent to our proposed
      tax treatment of a particular Business Combination.





To
      the
      extent the Internal Revenue Service or any relevant state tax authorities
      ultimately prevail in recharacterizing the tax treatment of a Business
      Combination, there may be adverse tax consequences to us, the Target Business
      and the respective stockholders.  Tax considerations, as well as other
      relevant factors, will be evaluated in determining the precise structure of
      a
      particular Business Combination, which could be effected through various forms
      of a merger, consolidation or stock or asset acquisition.





Although
      we have no commitments as of the date of this registration statement to issue
      any shares of Common Stock, preferred stock, options or warrants or other equity
      consideration, we will, in all likelihood, issue a substantial number of
      additional securities in connection with the consummation of a Business
      Combination. To the extent that such additional securities are issued, dilution
      to the interests of our sole shareholder will inevitably occur. Additionally,
      if
      a substantial number of shares of Common Stock are issued in connection with
      the
      consummation of a Business Combination, a change in our control will occur
      which
      will also likely affect, among other things, our ability to utilize net
      operating loss carry forwards, if any.





Any
      such
      change in control will likely result in the resignation or removal of our sole
      officer and director. If there is a change in the person serving as sole officer
      and director, no assurance can be given as to the experience or qualifications
      of our new management. Our sole officer and director considers it likely that
      in
      order to consummate a Business Combination, a change in control will ultimately
      occur; therefore, he anticipates offering not less than a controlling interest
      to a Target Business in order to effectuate a Business Combination.





Our
      sole
      officer and director may actively negotiate for or otherwise consent to the
      disposition of any portion of the sole shareholder’s 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 all or any
      portion of the shares of Common Stock owned beneficially by our sole officer
      and
      director.  It is likely that none of our other shareholders, if any,
      will be afforded the right to sell their shares of Common Stock in connection
      with a Business Combination pursuant to the same terms that our sole officer
      and
      director, who is also the beneficial owner of all of our outstanding shares
      of
      Common Stock, will be provided.


-9-
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          of Contents





There
      are
      currently no limitations relating to our ability to borrow funds to increase
      the
      amount of capital available to us to effect a Business Combination or otherwise
      finance the operations of the Target Business. However, our limited resources
      and lack of operating history could make it difficult for us to borrow funds
      from other sources. The amount and nature of any borrowings by us will depend
      on
      numerous considerations, including our capital requirements, potential lenders'
      evaluation of our ability to meet debt service on borrowings and the then
      prevailing conditions in the financial markets, as well as general economic
      conditions. We do not have any arrangements with any bank or financial
      institution to secure additional financing and there can be no assurance that
      such arrangements, if required or otherwise sought, would be available on terms
      commercially acceptable or otherwise in our best interests. Our inability to
      borrow funds required to effect or facilitate a Business Combination, or to
      provide funds for an additional infusion of capital into a Target Business,
      may
      have a material adverse effect on our financial condition and future prospects,
      including the ability to effect a Business Combination. To the extent that
      debt
      financing ultimately proves to be available, any borrowings may subject us
      to
      various risks traditionally associated with indebtedness, including the risks
      of
      interest rate fluctuations and insufficiency of cash flow to pay principal
      and
      interest. Furthermore, a Target Business may have already incurred liabilities
      in connection with a debt financing and, therefore, all the risks inherent
      thereto.





If
      our
      securities are issued as part of an acquisition, such securities are required
      to
      be issued either in reliance upon an exemption from registration under
      applicable Federal or state securities laws or registered for public
      distribution. We intend to primarily target only those companies where an
      exemption from registration would be available; however, since the structure
      of
      the Business Combination has yet to be determined, no assurances can be made
      that we will be able to rely on such exemptions. Registration of securities
      typically requires significant costs and time delays are typically
      encountered.  In addition, the issuance of additional securities and
      their potential sale in any trading market which might develop in our Common
      Stock, of which there is presently no trading market and no assurances can
      be
      given that one will develop, could depress the price of our Common Stock in
      any
      market which may develop in our Common Stock. Further, such issuance of
      additional securities would result in a decrease in the percentage ownership
      of
      our sole shareholder.





Due
      to
      our small size and limited amount of capital, our ability to raise additional
      capital, if and when needed, could be constrained. Until such time as any
      enterprise, product or service which we acquire generates revenues sufficient
      to
      cover operating costs, it is conceivable that we could find ourselves in a
      situation where we need additional funds in order to continue our operations.
      This need could arise at a time when we are unable to borrow funds and when
      market acceptance for the sale of additional shares of our Common Stock does
      not
      exist. See “Management’s Discussion and Analysis or Plan of
      Operation”.





Conflicts
      of Interest





Our
      sole
      officer and director is not required to commit her full time to our affairs
      and,
      accordingly, such person may have a conflict of interest in allocating
      management time among various business activities. Our sole officer and director
      may engage in other business activities similar and dissimilar to those we
      are
      engaged in with any limitations or restrictions applicable to such activities.
      To the extent that such persons engage in such other activities, they will
      have
      possible conflicts of interest in diverting opportunities to other companies,
      entities or persons with which they are or may be associated or have an
      interest, rather than diverting such opportunities to us. As no policy has
      been
      established for the resolution of such a conflict, we could be adversely
      affected should our sole officer and director choose to place her other business
      interests before ours. No assurance can be given that such potential conflicts
      of interest will not cause us to lose potential opportunities. Our sole officer
      and director may become aware of investment and business opportunities which
      may
      be appropriate for presentation to us as well as the other entities with which
      they are affiliated. Our sole officer and director may have conflicts of
      interest in determining which entity a particular business opportunity should
      be
      presented. Accordingly, as a result of multiple business affiliations, our
      sole
      officer and director may have similar legal obligations relating to presenting
      certain business opportunities to multiple entities. In addition, conflicts
      of
      interest may arise in connection with evaluations of a particular business
      opportunity by the board of directors with respect to the foregoing criteria.
      There can be no assurances that any of the foregoing conflicts will be resolved
      in our favor. We may also consider Business Combinations with entities owned
      or
      controlled by persons other than those persons described above. There can be
      no
      assurances that any of the foregoing conflicts will be resolved in our
      favor.


-10-
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          of Contents





Our
      sole
      officer and director may actively negotiate for or otherwise consent to the
      disposition of all or any portion of the shares of Common Stock held by the
      sole
      shareholder, 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 all or a portion of the shares of Common Stock held
      by
      such shareholder. In the event that such a sale occurs, the Company's sole
      officer and director intends to approve the Business Combination pursuant to
      Section 607.0902(2)(d)(7) of the Florida Business Corporation Act, which will
      have the effect of removing the transaction from the purview of the
      control-share acquisition statute promulgated under Section 607.0902 of the
      Florida Business Corporation Act. Thus, it is likely that no other shareholders,
      if any, will be afforded the right to sell shares of Common Stock in connection
      with a Business Combination pursuant to the same terms that our sole shareholder
      will be provided. Also, such other shareholders, if any, will not be afforded
      an
      opportunity to approve or consent to the purchase of all or any portion of
      the
      shares of Common Stock being sold by our sole shareholder, whose shares are
      beneficially owned by our sole officer and director. See “Description of
      Business – ‘Shell Corporation’” and “- Selection of a Target Business and
      Structuring of a Business Combination”.





Investment
      Company Act and Other Regulation





We
      may
      participate in a Business Combination by purchasing, trading or selling the
      securities of such Target Business. We do not, however, intend to engage
      primarily in such activities.





Specifically,
      we intend to conduct our activities so as to avoid being classified as an
      "investment company" under the Investment Company Act of 1940 (the "Investment
      Act"), and, therefore, to avoid application of the costly and restrictive
      registration and other provisions of the Investment Act, and the regulations
      promulgated thereunder.





Our
      plan
      of business may involve changes in our capital structure, corporate structure,
      management team, the board of directors, voting control by our sole shareholder
      and business prospects and plans, especially if we consummate a Business
      Combination, as discussed above. Each of these areas is regulated by the
      Investment Act, in order to protect purchasers of investment company securities.
      Since we will not register as an investment company, shareholders will not
      be
      afforded these protections.





Any
      securities which we might acquire in exchange for our Common Stock will be
      restricted securities within the meaning of the Securities Act.  If we
      elect to resell such securities, such sale cannot proceed unless a registration
      statement has been declared effective by the Securities and Exchange Commission
      or an exemption from registration is available under the Securities Act. Section
      4(1) of the Securities Act, which exempts sales of securities not involving
      a
      public distribution by persons other than an issuer, underwriter or dealer,
      would in all likelihood be available to permit a private sale. Although our
      plan
      of operation does not contemplate the resale of an acquired Target Business'
      securities, if such a sale were to be necessary, we would be required to comply
      with the provisions of the Securities Act to effect such resale.





Any
      Business Combination that we consummate may be in an industry which is regulated
      or licensed by Federal, state or local authorities. Compliance with such
      regulations can be expected to be a time consuming and expensive
      process.





-11-
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Penny
      Stock Regulations - State Blue Sky restrictions - Restrictions on
      Marketability.





The
      Securities and Exchange Commission has adopted regulations which generally
      define a “penny stock” to be any equity security that has a market price of less
      than $5.00 per share or an exercise price of less than $5.00 per share, subject
      to certain exceptions. Our securities may be covered by the penny stock rules,
      which impose additional sales practice requirements on broker-dealers who sell
      such securities to persons other than established customers and accredited
      investors, which are, generally, institutions with assets in excess of
      $5,000,000 or individuals with net worth in excess of $1,000,000 or annual
      income exceeding $200,000 or $300,000 jointly with their spouse. For
      transactions covered by this rule, the broker-dealers must make a special
      suitability determination for the purchase and receive the purchaser's written
      agreement of the transaction prior to the sale. Consequently, the rule may
      affect the ability of broker-dealers to sell our securities and also may affect
      the ability of any shareholder to sell shares of Common Stock in the secondary
      market.





In
      addition, the Securities and Exchange Commission has adopted a number of rules
      to regulate penny stocks.  Such rules include Rules 3a51-1, 15g-1,
      15g-2, 15g-3, 15g-4, 15g-5, 15g-6, and 15g-9 under the Exchange
      Act.  Because our securities may from time to time, and at the present
      time, constitute penny stocks within the meaning of these rules, the rules
      would
      apply to the Company and to its securities. These rules may further affect
      the
      ability of our sole shareholder and other shareholders, if any, to sell their
      shares in any public market which might develop.





Shareholders
      should be aware that, according to Securities and Exchange Commission Release
      No. 34-29093, the market for penny stocks has suffered in recent years from
      patterns of fraud and abuse. Such patterns include the following:





·
            control
                of the market for the security by one or a few broker-dealers that
                are
                often related to the promoter or issuer;





·
            manipulation
                of prices through prearranged matching of purchases and sales and
                false
                and misleading press releases;





·
            “boiler
                room” practices involving high-pressure sales tactics and unrealistic
                price projections by inexperienced sales persons;





·
            excessive
                and undisclosed bid-ask differentials and markups by selling
                broker-dealers; and





·
            the
                wholesale dumping of the same securities by promoters and broker-dealers
                after prices have been manipulated to a desired level, along with
                the
                resulting inevitable collapse of those prices and with consequent
                investor
                losses.





We
      are
      aware of the abuses that have occurred historically in the penny stock market.
      Although we do not expect to be in a position to dictate the behavior of the
      market or of broker-dealers who participate in the market, our sole officer
      and
      director will strive within the confines of practical limitations and applicable
      laws and regulations to prevent the described patterns from being established
      with respect to our securities.


-12-
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          of Contents





Competition





We
      expect
      to encounter intense competition from other entities having a business objective
      similar to ours. Many of these entities are well-established and have extensive
      experience in connection with identifying and effecting business combinations
      directly or through affiliates. Many of these competitors possess greater
      financial, marketing, technical, personnel and other resources than us, and
      there can be no assurances that we will have the ability to compete
      successfully. Our financial resources will be extremely limited in comparison
      to
      those of many of our competitors. This inherent competitive limitation could
      compel us to select certain less attractive Target Businesses for a Business
      Combination. There can be no assurances that such Target Businesses will permit
      us to meet our stated business objective. Our sole officer and director
      believes, however, that our status as a reporting public entity could give
      us a
      competitive advantage over privately held entities having a similar business
      objective to ours in acquiring a Target Business with significant growth
      potential on favorable terms.





Uncertainty
      of Competitive Environment of Target Business





In
      the
      event that we succeed in effecting a Business Combination, we will, in all
      likelihood, become subject to intense competition from competitors of the Target
      Business. In particular, certain industries which experience rapid growth
      frequently attract an increasingly larger number of competitors, including
      competitors with increasingly greater financial, marketing, technical and other
      resources than the initial competitors in the industry. The degree of
      competition characterizing the industry of any prospective Target Business
      cannot presently be ascertained. There can be no assurances that, subsequent
      to
      a Business Combination, we will have the resources to compete effectively,
      especially to the extent that the Target Business is in a high-growth
      industry.





Federal
      Securities Laws Compliance





Under
      the
      Federal securities laws, companies reporting under the Exchange Act must furnish
      shareholders certain information about significant acquisitions, which
      information may require audited financial statements for a Target Business
      with
      respect to one or more fiscal years, depending upon the relative size of the
      acquisition. Consequently, our policy is to only effect a Business Combination
      with a Target Business that has available the requisite audited financial
      statements. See “Description of Securities-General”.





Employees





As
      of
      December 31, 2007, we are in the development stage and currently have no
      employees, other than our sole officer and director. Our sole officer and
      director serves on a part-time basis. We expect to use consultants, attorneys
      and accountants as necessary, and do not anticipate a need to engage any other
      employees, so long as we our seeking and evaluating Target Businesses. The
      need
      for employees and their availability will be addressed in connection with the
      decision whether or not to acquire a Target Business, or participate in a
      specific Business Combination.


-13-
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          of Contents





ITEM
      2.  DESCRIPTION OF PROPERTY





Our
      principal executive office is located at 701 Scott Street, San Francisco,
      California 94117.  We believe these facilities are adequate to serve
      our needs until such time as a Business Combination occurs. We expect to be
      able
      to utilize these facilities, free of charge, until such time as a Business
      Combination occurs.





ITEM
      3.  LEGAL PROCEEDINGS





We
      are
      not a party to any legal proceedings, nor are we aware of any threatened
      litigation whatsoever.





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





There
      were no matters submitted to a vote of security holders during the three month
      period ended December 31, 2007.


-14-
 Table
          of Contents





PART
      II





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





There
      currently exists no public trading market for our common stock.  As of
      December 31, 2007, there were 5,000,000 shares of our common stock issued and
      outstanding to one shareholder of record, which constitutes all of our issued
      and outstanding capital stock.





We
      have
      not paid any cash dividends on our shares of common stock in the past two years
      and do not anticipate the payment of dividends on our shares of common stock
      in
      the foreseeable future.





ITEM
      6.  MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION





Overview





Anasazi
      Capital Corp., a Florida corporation (the “Company”, “us”, “we” and “our”), is a
      development stage company conducting no business operations, other than our
      efforts to effect a business combination with a target business that desires
      to
      utilize our status as a reporting corporation under the Securities Exchange
      Act
      of 1934, as amended (the “Exchange Act”), which we consider to have significant
      growth potential.  To date, we have neither engaged in any operations
      nor generated any revenue.  We have generated no cash
      flow.  We cannot predict to what extent our liquidity and capital
      resources will be diminished prior to the consummation of a business combination
      or whether our capital will be further depleted by the operating losses, if
      any,
      of the target business with which we may effectuate a business combination.
      The
      continuation of our business is dependent upon our ability to obtain adequate
      financing arrangements, effectuate a business combination and ultimately, engage
      in future profitable operations.





Presently,
      we are not in a position to meet our cash requirements for the next 12
      months.  We neither generate any cash revenue nor cash
      flow.  Our operating costs, which include professional fees and costs
      are likely to approximate $3,000 to $5,000 during the next 12
      months.  In the event we cannot meet our operating costs prior to the
      effectuation of a business combination, we may cease operations and a business
      combination may not occur.





Critical
      Accounting Policies and Estimates





A
      summary
      of significant accounting policies is provided in Note 1 to our financial
      statements included in our 2007 Form 10-KSB.  Our sole officer and
      director believes that the application of these policies on a consistent basis
      enables the Company to provide useful and reliable financial information about
      the Company's operating results and financial condition.





The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires our sole officer and director to make estimates
      and assumptions that affect the reported amounts of assets and liabilities
      and
      disclosure of contingent assets and liabilities at the date of the financial
      statements and the reported amounts of revenues and expenses during the
      reporting period. Actual results will differ from those estimates.





Plan
      of Operation





The
      Company was incorporated in Florida on July 17, 2006.  We intend to
      serve as a vehicle to effect asset acquisition, merger, exchange of capital
      stock or other type of business combination with a domestic or foreign
      business.  At December 31, 2007, we had not yet commenced any formal
      business operations and all activity to date has related to the Company’s
      formation, capital stock issuance, professional fees with regard to the subject
      matter of the filings with the Commission and identification of
      businesses.





-15-
 
  ITEM
        7.  FINANCIAL STATEMENTS





REPORT
      OF INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM








To
      the Board of Directors


Anasazi
      Capital Corp.


(A
      Development Stage Company)





We
      have
      audited the accompanying balance sheet of Anasazi Capital Corp. (A Development
      Stage Company) as of December 31, 2007, and the related statements of
      operations, stockholders’ equity and cash flows for the year ended December 31,
      2007, and for the period July 17, 2006 (Inception) through December 31, 2006,
      and for the period July 17, 2006 (Inception) through December 31, 2007. These
      financial statements are the responsibility of the Company’s
      management.  Our responsibility is to express an opinion on these
      financial statements based on our audits.





We
      conducted our audits in accordance with standards of the Public Company
      Accounting Oversight Board (United States).  Those standards require
      that we plan and perform the audits to obtain reasonable assurance about whether
      the financial statements are free of material misstatement.  An audit
      includes examining, on a test basis, evidence supporting the amounts and
      disclosures in the financial statements.  An audit also includes
      assessing the accounting principles used and significant estimates made by
      management, as well as evaluating the overall financial statement
      presentation.  We believe that our audits provide a reasonable basis
      for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Anasazi Capital Corp. (A
      Development Stage Company) as of December 31, 2007, and the related statements
      of operations, stockholders’ equity and cash flows for the year ended December
      31, 2007, and for the period July 17, 2006 (Inception) through December 31,
      2006, and for the period July 17, 2006 (Inception) through December 31, 2007,
      in
      conformity with accounting principles generally accepted in the United States
      of
      America.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern.  As discussed in Note 1 to the
      financial statements, the Company has incurred an operating loss, which raises
      substantial doubt about its ability to continue as a going
      concern.  Management’s plans concerning 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/
      Moore & Associates, Chartered


Moore
      & Associates Chartered


Las
      Vegas, Nevada


February
      19, 2008








2675
      S. Jones Blvd. Suite
      109, Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501


-16-
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          of Contents




ANASAZI
                      CAPITAL
                      CORP.(A
                      DEVELOPMENT STAGE
                      COMPANY)BALANCE
                      SHEETDECEMBER
                      31,
                      2007
 ASSETSCURRENT
                    ASSETS:Cash
&
                    equivalents
                
                $
                -Total
                    Assets
                
                $
                -LIABILITIES
                    AND SHAREHOLDER'S
                    DEFICIENCYCURRENT
                    LIABILITIES:Accounts
                    payable & accrued
                    expenses
                $
                4,880SHAREHOLDER'S
                    DEFICIENCYCommon
                    stock (no par value,
                    100,000,000 shares authorized;5,000,000
                    issued and
                    outstanding)
                
                5,000Common
                    stock
                    warrants
                
                
                6,803Deficit
                    accumulated during the
                    development stage
                
                (16,683)$
                (4,880)Total
                    Liabilities and
                    Shareholder's Deficiency
                $
                -




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


-17-
 Table
          of Contents


ANASAZI
                  CAPITAL
                  CORP.(A
                  DEVELOPMENT STAGE
                  COMPANY)STATEMENTS
                  OF
                  OPERATIONS
  For
                  the
                  period
              
              
              Cumulative
                  fromFor
                  the
                  year
              
              
              July
                  17, 2006
                  (Inception)
              
              
              July
                  17, 2006
                  (Inception)ended
                  December 31,
                  2007
              
              
              through
                  December 31,
                  2006
              
              
              through
                  December 31,
                  2007Revenue:
              
              $
              -
              
              
              $
              -
              
              
              $
              -Expenses:Organization
                  Costs
              
              
              -
              
              
              
              88
              
              
              
              88Printing
                  Costs
              
              
              1,412
              
              
              
              783
              
              
              
              2,195Accounting
              
              
              4,000
              
              
              
              3,750
              
              
              
              7,750Legal
              
              
              5,000
              
              
              
              1,500
              
              
              
              6,500Other
              
              
              150
              
              
              
              -
              
              
              
              150Net
                  (loss)
              
              $
              (10,562
              )
              
              $
              (6,121
              )
              
              $
              (16,683
              )Basic
                  and diluted net loss per
                  share
              
              $
              -
              
              
              $
              -
              
              
              $
              -Weighted
                  average number of shares
                  used in calculatingbasic
                  and
                  diluted net loss per share
              
              
              5,000,000
              
              
              
              5,000,000




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


-18-
 Table
          of Contents


ANASAZI
      CAPITAL CORP.


(A
      DEVELOPMENT STAGE COMPANY)


STATEMENT
      OF SHAREHOLDER’S EQUITY (DEFICIT)


FOR
      THE PERIOD JULY 17, 2006 (INCEPTION) THROUGH DECEMBER 31, 2007




NumberOf
                  Common
              
              
              Common
              
              
              
              
              
              Common
                  Stock
              
              
              AccumulatedShares
              
              
              Stock
              
              
              Warrants
              
              
              Deficit
              
              
              TotalBalance
                  atJuly
                  17, 2006
              
              
              --
              
              
              $
              --
              
              
              $
              --
              
              
              $
              --
              
              
              $
              --(Inception)Net
                  Loss
                  forthe
                  period
              
              
              --
              
              
              
              --
              
              
              
              --
              
              
              
              (6,121
              )
              
              
              (6,121
              )Shares
                  issued
                  forcash
                  (5,000,000shares
                  at $.001
                  atDecember
                  31, 2006)
              
              
              5,000,000
              
              
              
              5,000
              
              
              
              --
              
              
              
              --
              
              
              
              5,000Balance
                  atDecember
                  31, 2006
              
              
              5,000,000
              
              
              $
              5,000
              
              
              $
              --
              
              
              $
              (6,121
              )
              
              $
              (1,121
              )Net
                  Loss
                  forthe
                  period
              
              
              --
              
              
              
              --
              
              
              
              --
              
              
              
              (10,562
              )
              
              
              (10,562
              )Common
                  stock
                  warrantsissued
                  for debt
              
              
              --
              
              
              
              --
              
              
              
              6,803
              
              
              
              --
              
              
              
              6,803Balance
                  atDecember
                  31, 2007
              
              
              5,000,000
              
              
              $
              5,000
              
              
              $
              6,803
              
              
              $
              (16,683
              )
              
              $
              (4,880
              )
  The
      accompanying notes are an integral part of these financial
      statements.


-19-
 Table
          of Contents


ANASAZI
                      CAPITAL
                      CORP.(A
                      DEVELOPMENT STAGE
                      COMPANY)STATEMENTS
                      OF CASH
                      FLOWS
 For
                    the
                    period
                
                
                Cumulative
                    fromFor
                    the
                    year
                
                July
                    17, 2006
                    (Inception)
                
                
                July
                    17, 2006
                    (Inception)ended
                    December
                  31,
                    2007
                through
                    December 31,
                    2006
                
                
                through
                    December 31,
                    2007CASH
                    FLOWS FROM OPERATING
                    ACTIVITIES:Net
                    loss
                
                $
                (10,562
                )
                
                $
                (5,371
                )
                
                $
                (16,683
                )Common
                    stock warrants
                    issued for debt
                
                
                6,803
                
                
                
                -
                
                
                
                6,803Increase
                    (decrease) in
                    accounts payable
                
                
                (1,241
                )
                
                
                5,371
                
                
                
                4,880Net
                    cash used in operating activities
                
                
                (5,000
                )
                
                
                -
                
                
                
                (5,000
                )CASH
                    FLOWS FROM FINANCING
                    ACTIVITIES:Proceeds
                    from issuance of common
                    stock
                
                
                -
                
                
                
                5,000
                
                
                
                5,000NET
                    INCREASE (DECREASE) IN CASH
                    & CASH EQUIVALENTS
                
                
                (5,000
                )
                
                
                5,000
                
                
                
                -CASH
&
CASH
                    EQUIVALENTS,
                    BEGINNING BALANCE
                
                
                5,000
                
                
                
                -
                
                
                
                -CASH
&
CASH
                    EQUIVALENTS,
                    ENDING BALANCE
                
                $
                -
                
                
                $
                5,000
                
                
                $
                -SUPPLEMENTAL
                    DISCLOSURE OF CASH
                    FLOW INFORMATIONNONCASH
                    INVESTING AND FINANCING
                    TRANSACTIONSTaxes
                    paid
                
                $
                -
                
                
                $
                -
                
                
                $
                -Interest
                    paid
                
                $
                -
                
                
                $
                -
                
                
                $
                -




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


-20-
 Table
          of Contents




ANASAZI
      CAPITAL CORP.


(A
      DEVELOPMENT STAGE COMPANY)


NOTES
      TO FINANCIAL STATEMENTS


DECEMBER
      31, 2007





NOTE
      1 - ACCOUNTING POLICIES AND OPERATIONS





ORGANIZATION





Anasazi
      Capital Corp. (the “Company”), a development stage company, was incorporated in
      Florida on July 17, 2006. The Company intends to serve as a vehicle to effect
      asset acquisition, merger, exchange of capital stock or other type of business
      combination with a domestic or foreign business. At December 31, 2007, the
      Company had not yet commenced any formal business operations and all activity
      to
      date related to the Company formation, capital stock issuance, professional
      fees
      with regard to proposed Securities and Exchange Commission filing and
      identification of businesses. The Company's fiscal year ends on December
      31st.





CASH
      AND CASH EQUIVALENTS





The
      Company considers all highly liquid debt instruments with original maturities
      of
      three months or less to be cash equivalents.





EARNINGS
      PER SHARE





The
      Company computes earnings per share in accordance with Statement of Accounting
      Standards No. 128, “Earnings per Share” (“SFAS No. 128”). Under the provisions
      of SFAS No. 128, basic earnings per share is computed by dividing the net income
      (loss) for the period by the weighted average number of common shares
      outstanding during the period. Diluted earnings per share is computed by
      dividing the net income (loss) for the period by the weighted average number
      of
      common and potentially dilutive common shares outstanding during the
      period.  There were no potentially dilutive common shares outstanding
      during the period.





USE
      OF ESTIMATES





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect certain reported amounts and disclosures.
      Accordingly, actual results could differ from those estimates.





INCOME
      TAXES





The
      Company accounts for income taxes in accordance with Statement of Financial
      Accounting Standards No. 109, “Accounting for Income Taxes.” Under the asset and
      liability method of Statement 109, deferred tax assets and liabilities are
      recognized for the estimated future tax consequences attributable to differences
      between the financial statement carrying amounts of existing assets and
      liabilities and their respective tax bases. Deferred tax assets and liabilities
      are measured using enacted tax rates in effect for the year in which those
      temporary differences are expected to be recovered or settled.





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FAIR
      VALUE OF FINANCIAL INSTRUMENTS





The
      Company considers that the carrying amount of financial instruments, including
      accounts payable, approximates fair value because of the short maturity of
      these
      instruments.





RECENT
      ACCOUNTING PRONOUNCEMENTS





The
      Company does not expect the adoption of recent accounting pronouncements to
      have
      any material impact on its financial condition or results of
      operations.





GOING
      CONCERN





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern which contemplates the realization of assets
      and the satisfaction of liabilities in the normal course of business. The
      amounts of assets and liabilities in the financial statements do not purport
      to
      represent realizable or settlement values. However, the Company has incurred
      an
      operating loss. Such loss may impair its ability to obtain additional
      financing.





This
      factor raises substantial doubt about the Company’s ability to continue as a
      going concern. The financial statements do not include any adjustments that
      might result from the outcome of this uncertainty. The Company has met its
      historical working capital requirements from sale of capital shares. Owners
      of
      the shares, in order not to burden the Company, have agreed to pay its annual
      audit fees, filing costs and legal fees as long as the board of directors deems
      it necessary. However, there can be no assurance that such financial support
      shall be ongoing or available on terms or conditions acceptable to the
      Company.





LOAN
      FROM SHAREHOLDER





The
      loan
      from shareholder is non-interest bearing and has no definite terms of
      repayment.





NOTE
      2 – SHAREHOLDER’S EQUITY





On
      July
      21, 2006, the Company issued 5,000,000 shares of common stock to its initial
      shareholder in exchange for $5,000 in cash.





On
      August
      14, 2007, the Company issued warrants to purchase 262,800 shares of its common
      stock to a consultant to the Company, Law Offices of Michael H. Hoffman, P.A.,
      in exchange for services and reimbursement of expenses in the amount of $6,803
      pursuant to a Warrant Agreement.  These warrants have certain rights
      identified in the Warrant Agreement, including an exercise price of $.01 per
      share, a term of five years, a cashless exercise feature, if the strike price
      of
      the warrant it exercises is lower than the public market price of a share of
      the
      Company’s common stock, a put feature requiring the Company to purchase the
      warrants if the shares underlying the warrants are not listed for quotation
      on a
      recognized national securities exchange, the Nasdaq National Market (or a
      similar national quotation system), the over-the-counter electronic bulletin
      board or the Pink Sheets (each a “Public Market”), and the warrants have
      anti-dilution protection, such that the holder shall continue to have the same
      percentage of ownership and the same percentage of voting rights of the class
      of
      the Company’s common stock regardless whether the Company or its successors or
      its assigns may thereafter increase or decrease the authorized number of shares
      of the Company’s common stock or increase or decrease the number of shares
      issued and outstanding.  The anti-dilution rights will continue in
      effect until two years from the date that all shares of the Company’s common
      stock then purchasable under the warrant are registered under the Securities
      Act
      of 1933, as amended (the “Securities Act”). The non-dilution rights will not
      attach to any shares sold in open market transactions.  The warrants
      have no market at the present time, because they are not exercisable until
      the
      Company’s shares of common stock are listed on a Public
      Market.





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NOTE
      - 3 INCOME TAXES





Deferred
      income taxes reflect the net income tax effect of temporary differences between
      the carrying amounts of the assets and liabilities for financial reporting
      purposes and amounts used for income taxes. The Company's deferred income tax
      assets and liabilities consist of the following:




Net
                  operating loss carryforward
              
              $
              --Deferred
                  tax
                  asset
              
              
              340Valuation
                  allowance
              
              
              (340
              )Net
                  Deferred tax asset
              
              $
              --





Net
      operating loss carryforwards totaled approximately $16,683 at December 31,
      2007.
      The net operating loss carryforwards will begin to expire in the year 2026
      if
      not utilized. After consideration of all the evidence, both positive and
      negative, management has recorded a valuation allowance at December 31, 2007
      due
      to uncertainty of realizing the deferred tax assets.





The
      reconciliation of the income tax computed at the U.S. Federal statutory rate
      to
      income tax expense for the period December 31, 2007:




Tax
                  expense (benefit) at Federal rate (34%)
              
              $
              (680
              )Federal
                  bracket
                  adjustment
              
              
              340State
                  income tax, net of Federal
                  benefit
              
              
              --Change
                  in valuation
                  allowance
              
              
              340Net
                  income tax (benefit)
                  allowance
              
              $
              --




Utilization
      of the Company's net operating loss carryforwards are limited based on changes
      in ownership as defined in Internal Revenue Code Section 382.








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





None.





ITEM
      8A.  CONTROLS AND PROCEDURES





We
      maintain disclosure controls and procedures that are designed to ensure that
      the
      information required to be disclosed in the reports that we file under the
      Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed,
      summarized and reported within the time periods specified in the Securities
      and
      Exchange Commission’s rules and forms, and that such information is accumulated
      and communicated to our management, including our President and Treasurer,
      as
      appropriate, to allow timely decisions regarding required
      disclosures.  In designing and evaluating the disclosure controls and
      procedures, management recognized that any controls and procedures, no matter
      how well designed and operated, can only provide reasonable assurance of
      achieving the desired control objectives, and in reaching a reasonable level
      of
      assurance, management necessarily was required to apply its judgment in
      evaluating the cost-benefit relationship of possible controls and
      procedures.





As
      required by SEC Rule 13a-15(b), we carried out an evaluation, under the
      supervision and with the participation of our management, including our
      President and Treasurer, of the effectiveness of the design and operation of
      our
      disclosure controls and procedures as of the end of our fourth fiscal quarter
      covered by this report. Based on the foregoing, our President and Treasurer
      concluded that our disclosure controls and procedures were effective at the
      reasonable assurance level.





There
      has
      been no change in our internal controls over financial reporting during our
      fourth fiscal quarter that has materially affected, or is reasonably likely
      to
      materially affect, our internal controls over financial reporting.





MANAGEMENT’S
      REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING





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





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





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





·
            Provide
                reasonable assurance regarding prevention or timely detection of
                unauthorized acquisition, use or disposition of the Company’s assets that
                could have a material effect on the financial
                statements.





Because
      of its inherent limitations, internal control over financial reporting may
      not
      prevent or detect misstatements. Projections of any evaluation of effectiveness
      to future periods are subject to the risk that controls may become inadequate
      because of changes in conditions, or that the degree of compliance with the
      policies or procedures may deteriorate.





The
      Company’s management assessed the effectiveness of the Company’s internal
      control over financial reporting as of December 31, 2007.  In making
      this assessment, the Company’s management used the criteria set forth by the
      Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in
      Internal Control-Integrated Framework.  The COSO framework is based
      upon five integrated components of control: control environment, risk
      assessment, control activities, information and communications and ongoing
      monitoring.





Based
      on
      the assessment performed, management has concluded that the Company’s internal
      control over financial reporting is effective and provides reasonable assurance
      regarding the reliability of its financial reporting and the preparation of
      its
      financial statements as of December 31, 2007 in accordance with generally
      accepted accounting principles.  Further, management has not
      identified any material weaknesses in internal control over financial reporting
      as of December 31, 2007.





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





/s/
      Olivia Ruiz


President,
      Secretary, Treasurer and Director








ITEM
      8B.  OTHER INFORMATION





There
      exists no information required to be disclosed by us in a report on Form 8-K
      during the three-month period ended December 31, 2007, but not
      reported.





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PART
      III





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





Our
      sole executive officer and director
      and her age as of December 31, 2007, is as follows:





Name
            Age
            PositionsOlivia
                Ruiz
            42
            President,
                Secretary, Treasurer and Sole
                Director




Olivia
      Ruiz serves as our President, Secretary and Treasurer and sole
      director.  Since March 2004, Ms. Ruiz has served as a director for the
      San Francisco office of Russell Stephens, LLC, a recruitment firm for banking
      and financial services professionals.  From February 2002 until March
      2004, Ms. Ruiz provided executive-level operational support for Paul Capital
      Partners.  From September 1998 until August 2001, Ms. Ruiz served as
      assistant vice president pensions 2000 and senior vice president of Opal
      Financial Group.  Ms. Ruiz has no prior experience with a shell or
      blank check company.





There
      are
      no agreements or understandings for Ms. Ruiz, our sole officer and director,
      to
      resign at the request of another person or act on behalf of, or at the
      discretion of, any other person. There are no agreements or understandings
      for
      Ms. Ruiz to devote her sole and exclusive efforts to the management of our
      business.  Ms. Ruiz plans to maintain her current position with
      Russell Stephens, LLC, and cannot devote her sole and exclusive efforts to
      the
      management of our business.  Until such time as a Business Combination
      occurs, our sole officer and director does not expect any change in our
      management.





There
      are
      no acquisitions, business combinations, or mergers pending or which have
      occurred involving the Company. Presently, we have no plans, proposals,
      agreements, understandings or arrangements of any kind or nature whatsoever
      to
      acquire or merge with any specific business or company, and we have not
      identified any specific business or company for investigation and
      evaluation.




Our
      Board
      of Directors does not have audit, compensation or nominating committees, and
      no
      determination has been made as to whether our sole director qualifies as an
      “audit committee financial expert”, as defined in Item 401 of Regulation
      S-B.





Compliance
      with Section 16(a) of the Act





Section
      16(a) of the Exchange Act requires our officers and directors, and persons
      who
      own more than ten percent (10%) of our shares of common stock, to file reports
      of ownership and changes in ownership with the SEC.   Officers,
      directors and greater than ten percent (10%) stockholders are required by
      regulations promulgated by the SEC to furnish us with copies of all Section
      16(a) forms that they file.  With reference to transactions during the
      fiscal year ended December 31, 2007, to our knowledge, based solely on review
      of
      the copies of such reports furnished to us and written representations, all
      Section 16(a) forms required to be filed with the SEC were filed.


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Code
      of Ethics


We
        do not
        currently have a code of ethics applicable to our principal executive and
        financial officers.  Prior to an acquisition, we do not believe such a
        code is necessary because we are not an operating company.  Our Board
        of Directors intends to consider adopting such a code in the future.


ITEM
      10.   EXECUTIVE COMPENSATION





Executive
      Compensation





No
      officer will receive any salary or other compensation in connection with being
      employed by, or providing services to, us. There are no employment or consulting
      agreements with our sole officer and director in any form
      whatsoever.





Compensation
      of Directors





No
      director receives any type of compensation from us for serving as a
      director.  Until we effectuate a Business Combination, it is not
      anticipated that any director will receive any compensation other than
      reimbursement for out-of-pocket expenses incurred on our behalf.





We
      have
      no stock option, retirement, pension, or profit-sharing programs for the benefit
      of directors, but the Board of Directors may recommend adoption of one or more
      such programs in the future. No other arrangements are presently in place
      regarding compensation to our sole officer and director for her services as
      a
      director or for committee participation or special assignments. Our sole officer
      and director will hold office until his successor is elected and qualified
      or
      until his resignation is accepted in the manner provided in our
      bylaws.





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





The
      following table sets forth as of December 31, 2007, certain information
      regarding the beneficial ownership of our common stock by our sole shareholder
      and sole officer and director.





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Except
      as
      otherwise indicated, the persons or entities listed below have sole voting
      and
      investment power with respect to all shares of common stock beneficially owned
      by them, except to the extent such power may be shared with a
      spouse.


NAME
                  AND ADDRESS
              
              SHARES
                  BENEFICIALLY
              
              
              PERCENTAGE
                  OF
                  SHARESOF
                  BENEFICIAL
                OWNER
              
              OWNED
                (1)
              
              
              OUTSTANDING
                  (1)_________________________________________________________________________________U.S.A.
                  Capital Management Group,
                  Inc.
              
              
              5,000,000
              
              
              
              100
              %18101
                  Von Karman Avenue, Suite
                  330Irvine,
                  California  92612All
                  executive officers and sole director as a group (1)
              
              
              5,000,000
              
              
              
              100
              %





(1)The
                number of shares and percentage of class beneficially owned set forth
                above is determined under rules promulgated by the SEC and the information
                is not necessarily indicative of beneficial ownership for any other
                purpose. Under such rules, beneficial ownership includes any shares
                as to
                which the individual has sole or shared voting power or investment
                power
                and also any shares that the individual has the right to acquire
                within 60
                days through the exercise of stock options. Unless otherwise indicated
                and
                pursuant to applicable community property laws, each person or entity
                named in the table has sole voting power and investment power with
                respect
                to all shares of common stock listed as owned by such person or entity.





ITEM
      12.   CERTAIN RELATIONSHIPS AND RELATEDTRANSACTIONS





Neither
      our sole officer and director nor any promoter or affiliate have, or proposes
      to
      have, any direct or indirect material interest in any asset proposed to be
      acquired through security holdings, contracts, options, or
      otherwise.





It
      is not
      currently anticipated that any salary, consulting fee, or finder’s fee shall be
      paid to any of our sole officer and director, or to any other affiliate, if
      any.  See “Executive Compensation”.





Our
      sole
      officer and director, who is also deemed to beneficially own all of the shares
      of Common Stock held by the sole shareholder, may actively negotiate for or
      otherwise consent to the disposition of any portion of the outstanding shares
      of
      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 or all of the shares of Common
      Stock held by the sole shareholder. However, it is probable that other
      shareholders, if any, of the Company will not be afforded the right to sell
      all
      or a portion of their shares of Common Stock, if any, in connection with a
      Business Combination pursuant to the same terms that our sole shareholder will
      be provided. Also, such other shareholders, if any, will not be afforded an
      opportunity to approve or consent to the sale of the sole shareholder's shares
      of Common Stock in connection with a Business Combination. See “Description of
      Business – Shell Corporation” and “- Selection of a Target Business and
      Structuring of a Business Combination”. It is more likely than not that any sale
      of securities by our sole shareholder to an acquisition candidate would be
      at a
      price substantially higher than that originally paid by such sole shareholder.
      Any payment to such sole shareholder in the context of an acquisition involving
      us would be determined entirely by largely unforeseeable terms of a future
      agreement with an unidentified business entity. See “Description of Business -
      Shell Corporation” and “- Selection of a Target Business and Structuring of a
      Business Combination”.





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ITEM
        13. EXHIBITS





The
      following Exhibits are filed herein:





Exhibits





Exhibit   3.1
            Articles
                of Incorporation of registrant*Exhibit   3.2
            Bylaws
                of registrant*Exhibit   4.1
            Stock
                Certificate of registrant*Exhibit   4.2
            Instruments
                defining the rights of security holders (included in Exhibit
                3.1)Exhibit
                10.1
            Stock
                Purchase Agreement dated December 13, 2007 by and among the registrant,
                Ruiz Family Holdings and U.S.A. Capital Management Group, Inc.
                **Exhibit
                10.2
            Warrant
                Agreement dated August 14, 2007 by and between Anasazi Capital Corp.
                and
                Law Offices of Michael H. Hoffman, P.A. ***Exhibit
                31.1
            302
                Certification – Olivia Ruiz (filed herewith)Exhibit
                32.1
            906
                Certification – Olivia Ruiz (filed
                herewith)


__________




*
            Previously
                filed as exhibits to the Company’s Registration Statement on Form 10-SB
                (File No. 0-52202) with the Securities and Exchange Commission on
                August
                28, 2006.**
            Previously
                filed as an exhibit to the Company’s Form 8-K with the Securities and
                Exchange Commission on December 14, 2007.


***
            Previously
                filed as an exhibit to the Company’s Form 10-QSB with the Securities and
                Exchange Commission on August 14, 2007.








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ITEM
      14.   PRINCIPAL ACCOUNTANT FEES AND
      SERVICES





The
        following table sets forth fees
        billed to us for principal accountant fees and services during the year ended
        December 31, 2007 and the period endedJuly 17, 2006 (inception) through
        December 31, 2006.





2007
            
            2006Audit
                Fees
            
            $
            1,750
            
            
            $
            3,000Audit-Related
                Fees (1)
            
            
            2,250
            
            
            
            750Tax
                Fees
            
            
            —
            
            
            
            —All
                Other Fees
            
            
            —
            
            
            
            —Total
                Audit and Audit-Related Fees
            
            $
            4,000
            
            
            $
            3,750





(1)
            Audit-related
                fees incurred during 2007 and 2006 include billings for services
                related
                to filings on Form 10-QSB.





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SIGNATURES





In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized, on the 21st day of February, 2008.


ANASAZI
                CAPITAL CORPBy:
              /s/ Olivia
                RuizOlivia
                RuizPresident,
                Secretary, Treasurer and Sole Director
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Anasazi
      Capital Corp.





Index
      to
      Exhibits





Exhibits


Exhibit
                31.1
            302
                Certification – Olivia RuizExhibit
                32.1
            906
                Certification – Olivia Ruiz






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