UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-K





[X]
            ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year ended  August
      31, 2009[  ]
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACTFor
      the transition period from _________ to ________Commission
      file number:333-138189





Atheron Inc.(Exact
      name of registrant as specified in its charter)  Nevada
                N/A(State
      or other jurisdiction of incorporation or organization)
                (I.R.S.
      Employer Identification No.)3598 Durango St., Palanan, Makati City 1235,
      Philippines
                ________(Address
      of principal executive offices)
                (Zip
      Code)Registrant’s
      telephone number:  011.63.2.728.1626
  Securities
      registered under Section 12(b) of the Exchange Act:Title
      of each class
                Name
      of each exchange on which registerednone
                not applicableSecurities
      registered under Section 12(g) of the Exchange Act:Title
      of each class
                Name
      of each exchange on which registerednone
                not
applicable





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes
[  ]       No
[X]





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes
[  ]       No
[X]





Check
whether the Issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities 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
[   ]





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this
chapter) during the preceeding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes [  ] No
[X]





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. Yes
[  ]     No [X]





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
accelerated filer [  ] Accelerated filer [  ]
Non-accelerated filer [  ] Smaller reporting company [X]





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





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter. Not
available





Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date.  2,150,000 as of August 31,
2009.


Table of Contents


TABLEOF
CONTENTS





PagePART IItem 1.
            Business
            3Item 1A.
            Risk Factors
            12Item 1B.
            Unresolved Staff Comments
            12Item 2.
            Properties
            12Item 3.
            Legal Proceedings
            12Item 4.
            Submission of Matters to a Vote of Security
      Holders
            12PART IIItem 5.
            Market for Registrant’s Common Equity and Related Stockholder
      Matters and Issuer Purchases of Equity Securities
            12Item 6.
            Selected Financial Data
            14Item 7.
            Management’s Discussion and Analysis of Financial Condition and
      Results of Operations
            14Item 7A.
            Quantitative and Qualitative Disclosures About Market
      Risk
            17Item 8.
            Financial Statements and Supplementary Data
            18Item 9.
            Changes In and Disagreements With Accountants on Accounting and
      Financial Disclosure
            18Item 9A(T).
            Controls and Procedures
            18Item 9B.
            Other Information
            19PART IIIItem 10.
            Directors, Executive Officers and Corporate
      Governance
            19Item 11.
            Executive Compensation
            21Item 12.
            Security Ownership of Certain Beneficial Owners and Management
      and Related Stockholder Matters
            23Item 13.
            Certain Relationships and Related Transactions, and Director
      Independence
            23Item 14.
            Principal Accountant Fees and Services
            23


PART IVItem 15.
            Exhibits, Financial Statement Schedules
            24


2
 Table of Contents


PART I


Item1.   Business





Company
Overview





We were
formed as a Nevada corporation on May 8, 2006.  Our principal
executive offices are located at 3598 Durango St. Palanan, Makati City 1235,
Philippines. Our telephone number is 011.63.2.728.1626. Susanna Hilario is our
President, Secretary, Chief Executive Officer, Chief Financial Officer, and sole
director.





We are in
the business of developing a technology for ethanol-methanol gasoline which is
prepared from light oil, naphtha, straight-run gasoline and key additives (our
“Product”).  Our mixed gasoline formula is not yet completed and will
require further research and development before it is ready for commercial use.
Once developed, we intend to license our formula initially in the Philippines,
and if demand warrants, into China and other countries in Asia.





We are a
development stage company and have not generated any sales to date. We are in
the initial stages of developing our formula, have very limited cash resources
and are in need of substantial additional capital to execute our business
plan.





We
believe our mixed gasoline formula will offer a number of advantages over
existing gasoline products.  Our formula should provide better
miscibility than traditional gasoline.  Miscibility refers to the
property of various substances, liquids in particular, to be mixed together and
form a homogenous material.  The greater the miscibility in gasoline,
the cleaner it will burn, resulting in better overall engine performance and
cleaner pistons, rings, plugs and exhaust ports.  In addition, we
believe our formula will have a lower evaporation rate.  A main
ingredient in gasoline is ethanol, which evaporates easily.  An
excessive amount of unburned evaporated fuel tends to result in higher
quantities of smog in the atmosphere. Our formula is designed to prevent an
excessive amount of evaporation.





We also
believe our product will prevent premature detonation, or “knocking,” in the
engine.  Lead was previously used as an effective anti-knocking agent
by increasing the fuel’s octane rating. Our formula uses anti-knocking additives
that similarly increase the octane rating for greater efficiency and
power.  Our formula is expected to have higher
stability.  When gasoline is stagnant for a certain period of time,
gums and varnishes tend to build up and precipitate in the gasoline, causing
what is known as “stale fuel.” This results in buildup in the cylinders and fuel
lines, complicating engine start-up. A stabilizer, which will be used in our
formula, is expected to help prevent buildup and extend the life of the
engine.





Finally,
we believe our mixed gasoline formula will cost less to consumers than
traditional gasoline.  We believe that our mixed gasoline formula will
help alleviate the burden on the consuming public.  We plan to license
our formula initially in the Philippines, and then branch off to other nations
if demand grows.  The regular gas price at the pump in the Philippines
is about $3 per gallon similar to that in United States, only the GDP per capita
in the Philippines is only 3% of that in the United States, so an increase in
gas prices has a more drastic impact in the Philippines than in the United
States.  President Macapagal-Arroyo warned that rising oil prices
threaten the country’s foreign exchange reserves as well as its energy supply.
With these repercussions in place, we are hopeful that our low-cost mixed
gasoline formula will have a positive impact in the Filipino
market.





We are a
development stage company and have not generated any sales to date. We are in
the initial stages of developing our formula, have very limited cash resources
and are in need of substantial additional capital to execute our business plan.
For these and other reasons, our independent auditors have raised substantial
doubt about our ability to continue as a going concern.








3
 Table of Contents





How
Gasoline is Made





Gasoline
is a mixture of hydrocarbons blended with a few additives to meet the
performance needs of automobile engines.  The major raw material for
gasoline is crude oil, which contains numerous compounds ranging from methane to
those having 85 carbon atoms. Gasoline can be produced by distilling crude oil.
This is accomplished by maintaining the crude oil at high temperatures until the
different oil components, or “fractions” as they are called, reach boiling point
and vaporize.  Some of the major crude oil fractions obtained upon
initial distillation are “light ends,” such as propane and butane; straight run
gasoline, the higher boiling part of which is sometimes called naphtha;
kerosene; diesel fuel; heating oil; and lubricating oils.





Several
refinery processes have developed to produce the blending factions used to make
gasoline. Simple distillation converts approximately 10 percent of a barrel of
crude oil to gasoline. A process known as “cracking,” a breaking down of heavy
oil fractions under high temperatures and pressures, converts about 25 percent
of a barrel of crude oil to gasoline. In catalytic cracking, a process where oil
is fed into a reaction vessel containing a catalyst, even higher percentages of
gasoline are produced from crude oil.  In “reforming,” the gasoline
fraction is mixed with hydrogen and heated with a catalyst, causing a
rearrangement of its molecular structure.





Gasoline
is usually blended from straight run gasoline, reformate, alkylate, and some
butane. A number of additives are blended into gasoline.  Some are
used to reduce oxidation and tarnish formation.  Alcohols are used to
inhibit icing and corrosion processes.  Finally, detergents are used
to remove deposits resulting from combustion from the engine and fuel
injectors.





Important
Measures for Gasoline





Two
important measures for gasoline are the Reid vapor pressure (RVP) and the octane
number. Gasoline has to be volatile enough to vaporize and mix with air to burn,
but one problem is that the vapor pressure can go up or down with a change in
temperature or with altitude. Summer months require a lower RVP so that gasoline
does not evaporate before it combusts in a gasoline engine. Winter months
require a higher RVP so that gasoline does not vapor lock before combusts. One
way to control vapor pressure is by adding more or less butane.





The
octane number of gasoline tells you how much the fuel can be compressed before
it spontaneously ignites. Lower octane fuels can handle less compression before
igniting.  Octane is, therefore, an important measure of gasoline
because they help provide smoother combustion in the car’s cylinders and prevent
knocking. Knocking, the pinging noise sometimes heard from an engine, is caused
by irregular pressure waves inside a cylinder that arise from non-uniform
combustion. Unchecked, knocking can crack the cylinder heads or pistons and
destroy an engine.




4
 Table of Contents





Our
Mixed Gasoline Formula





Our core
technology is a formula of ethanol-methanol gasoline which is prepared from
light oil, naphtha, straight-run gasoline, and key additives. As opposed to
traditional gasoline, its advantages are improved miscibility, anti-knock
characteristics, anti-corrosion properties, and stability, along with proper
evaporation properties, and lower cost to consumers.





Our mixed
gasoline formula consists mainly of the following ingredients:





§
            Light
      oil, naphtha, straight-run gasoline:
70-80%


§
            Ethanol:
      8-20%


§
            Methyl
      alcohol: 2-10%


§
            Isobutyl
      alcohol: 1-6%


§
            Carbon
      nine solvent naphtha: 3-8%


§
            Methylnaphthalene:
      0.2-1%


§
            Dimethyl
      ether: 1-5%


§
            Nitrobenzene:
      0.5-3.4%


§
            Mixed
      benzene: 1-2%


§
            Dispersing
      agent: 0.3-0.8%


§
            Antiseptic:
      0.2-0.8%


§
            Lauryl
      benzene sulfonic acid: 0.02-0.03%


§
            Anti-knocking
      compound: 0.03-0.06%


§
            C5
      Petroleum Resins: 2-8%





Straight-Run
Gasoline





Gasoline
produced by the direct distillation of crude oil is known as straight-run
gasoline. It is usually distilled continuously, which separates the gasoline
from the other fractions of the oil having higher boiling points, such as
kerosene and heating oil. The range of temperatures in which gasoline boils and
is distilled off is roughly between 38° and 205° C (100° and 400° F). The yield
of gasoline from this process varies from about 1 percent to about 50 percent,
depending on the crude oil and the process used.





Naphtha





Naphtha
is a group of various volatile flammable liquid hydrocarbon mixtures used
primarily as either feedstock for petrochemical cracking or gasoline reforming
and blending.  Naptha is a highly volatile product, manufactured from
crude oil by distillation and by catalytic cracking of heavy
residues.  Naphtha is obtained from petroleum refineries as a small
percentage (around 4%) of the distillation of crude oil. It is an intermediate
between the lighter gasoline and the heavier fractions.




5
 Table of Contents




Methyl
Alcohol





Methyl
alcohol is commonly called Methanol or wood alcohol.  Methanol is used
in the production of a variety of chemical derivatives and in the production of
methyl tertiary butyl ether (MTBE), an oxygenate and an octane enhancer for
gasoline. In the United States, MTBE has been substantially removed from
gasoline for environmental reasons. MTBE is currently more economical than many
other components of gasoline and this has caused strong demand for MTBE outside
of the United States. To date, the net loss of methanol demand as a result of
the changes occurring to gasoline formulations in the United States has had a
relatively minor impact on the global methanol market.





Ethanol





Ethanol
is a chemical produced by the fermentation of sugars found in grains and other
biomass. Ethanol can be produced from a number of different types of grains,
such as wheat and sorghum, as well as from agricultural waste products such as
sugar, rice hulls, cheese whey, potato waste, brewery and beverage wastes, and
forestry and paper wastes.





Ethanol
has many industrial uses.  Pertinent to our business, ethanol can be
used as a fuel component that serves as an octane enhancer in fuels, an
oxygenated fuel additive that can reduce carbon monoxide vehicle emissions, and
a non-petroleum-based gasoline extender.





C9
Solvent Naphtha





This
ingredient consists mainly of aromatic hydrocarbons, including benzene and the
alkyl derivatives of benzene.  Hydrocarbons are molecules consisting
of atoms of carbon and hydrogen. Benzene has the elemental composition C6H6 and is a
flat, six-membered ring with three carbon-carbon double bonds. Aromatic
hydrocarbons are important components of petroleum and its refined products. The
name “aromatic” for these hydrocarbons comes from the fact that many have a
strong, pungent aroma.  Among the most important aromatic petroleum
hydrocarbons in our formula are benzene and its derivatives (alkylbenzenes)
toluene (methylbenzene) and xylenes (dimethylbenzenes).





C5
Petroleum Resins





Petroleum
resin is a kind of thermal plasticizing resin produced in the refining
process.  Petroleum resins are mainly used for adhesives, marking
paints, and synthetic rubbers, but are also used in gasoline blending
process.





Isobutyl
Alcohol





Isobutyl
Alcohol, as known as Isobutanol, is a colorless, flammable, organic compound. It
is classified as an alcohol, and, as such, it is widely used as a solvent in
chemical reactions, as well as being a useful starting material for organic
synthesis.





Isobutanol
is produced naturally during the fermentation of carbohydrates. It may also be a
by-product of the decay process of organic matter.  The main use of
Isobutanol is as starting material in the manufacture of isobutyl acetate, which
is mostly used in the production of lacquer and similar coatings. For our
purposes, it is used as a gasoline additive for spark-ignition engines where it
helps to prevent carburetor icing.




6
 Table of Contents





Dimethyl
Ether





Dimethyl
ether is colorless gaseous ether with an ethereal odor. It is often used as an
aerosol spray propellant. Dimethyl ether is also a clean-burning alternative to
liquified petroleum gas, liquified natural gas, diesel gas and gasoline. It can
be made from natural gas, coal, or biomass.





Nitrobenzene





Nitrobenzene
is an industrial chemical. It is an oily yellow liquid with an almond-like odor.
It dissolves only slightly in water and will evaporate to air. Nitrobenzene is
used to produce lubricating oils such as those used in motors and machinery. A
small amount of nitrobenzene is used in the manufacture of dyes, drugs,
pesticides, and synthetic rubber.





Methylnaphthalene





Methylnaphthalene
(C11H10or CH
3C
10H
7) is
a colorless liquid oil.  It does not dissolve in water, but it will
dissolve in ethanol, ethyl ether, and most organic solvents.  It is
used for organic synthesis.





Research
and Development





Our Chief
Technology Officer and one of our directors, Mr. Rey Supera, has conducted
numerous experiments with regards to this mixed gasoline
formula.  Mr.Rey Supera has been a long-time researcher in the
petrochemical industry, focusing particularly on the use of additives in
gasoline products. At this time, he has concluded that our formula will work
with acceptable experimental results. However, we are continually refining our
formula to reduce emissions and prevent engine damage.  We plan to
continue conducting experiments on our formula to achieve a product that will
rival traditional gasoline products. Our current experimental results, explained
in the table below, include emission and damage testing of our formula compared
with traditional gasoline.





Serial
            Examination
      project
            Unit
            Regular
      Gas Specification
            Target
      Examination result1
            Octane
      value
            /
            >=90
            902
            Temperature
      of Evaporation
            10%
      Evaporation
            C
            <=70
            6620%
      Evaporation
            C
            <=120
            9350%
      Evaporation
            C
            <=190
            185Stop
      point
            C
            <=205
            200Left
      content
            %
            <=2
            2.13
            Steam
      Barometric Pressure
            March
      16 – September 15
            KPa
            <=74
            70September
      16 –March 15
            KPa
            <=88
            824
            Sol
            Mg/100ml
            <=5
            55
            Sheet
      copper corrosion (50C, 3h)
            /
            <=1
            16
            Water-soluble
      acid and alkali
            /
            No
            No7
            Mechanical
      impurity
            /
            No
            No8
            Water
      content
            m/m
            <=0.15
            0.16





7
 Table of Contents





Our
target examination results in the next 12 months consist of the
following:




Serial
            Examination
      project
            Unit
            Regular
      Gas Specification
            Target
      Examination result1
            Octane
      value
            /
            >=90
            912
            Temperature
      of Evaporation
            10%
      Evaporation
            C
            <=70
            5620%
      Evaporation
            C
            <=120
            9050%
      Evaporation
            C
            <=190
            165Stop
      point
            C
            <=205
            190Left
      content
            %
            <=2
            13
            Steam
      Barometric Pressure
            March
      16 – September 15
            KPa
            <=74
            65September
      16 –March 15
            KPa
            <=88
            784
            Sol
            Mg/100ml
            <=5
            45
            Sheet
      copper corrosion (50C, 3h)
            /
            <=1
            16
            Water-soluble
      acid and alkali
            /
            No
            No7
            Mechanical
      impurity
            /
            No
            No8
            Water
      content
            m/m
            <=0.15
            0.13




As at
August 31, 2009 we have not spent any money on research and development. Much of
the work in this area has been provided by Mr. Rey Supera free of charge. Our
projected research and development expenses will be around $30,000 in the next
12 months. Currently, we have two employees dedicated to research and
development. We believe that new and timely development of products and
technologies is important to our competitive position in the market and intend
to continue to invest in research and development activities.




8
 Table of Contents




Present
stage of development


Our Chief
Technology Officer and one of our directors, Mr. Rey Supera, has conducted
numerous experiments of our gasoline formula. However, we have not yet completed
the development of our formula.  We do not feel that our examination
results are sufficient to begin producing, marketing, and selling our
Product.  Our target results are listed in the table
above.  We expect to complete experimentation and become commercially
available in mid 2009.
 To remain
competitive in the mixed gasoline industry, we must continue to develop highly
effective and efficient key components. Our current technologies are based on
the initial research activities conducted by Rey Supera. The costs associated
with our research and development activities are not borne by customers since do
not have any customers, nor will we have any customers until the completion of
the development of our mixed gasoline technology. We will either raise more
funds from investors or borrow from existing directors to cover our projected
research and development expenses.
  Key
Success Factors
  Strategy
  Our goal
is for our mixed gasoline formula to become a leading formula in the market. In
order to achieve our goal, we intend to increase awareness of our products with
potential customers, such as major gasoline suppliers. We intend to do this by
engaging in the following:
  à
                Attending
      Oil Gas Technology Trade Meetings, Promotional Events and Conferences: We
      plan to attend a number of events attended by biotech institutions in
      order to further expose our products. These events will include biotech
      trade meetings and promotional events which are attended by oil gas
      companies and related seminars and
conferences.
  à
                Promoting
      through Internet-Based and Traditional Media Advertising: We intend to use
      Internet-based and traditional media to promote our technology and
      products directly to petro chemical companies. We believe that by
      increasing our consumer base we will attract petro chemical companies to
      use our mixed gasoline formula.
  9
 Table of Contents
 
 Our
anticipated costs to implement the strategy for the next 12 months are estimated
as follows:
  à
                travel
      - $5,000
  à
                marketing
      - $10,000
  à
                research
      and development - $30,000
  We intend
to obtain funds to cover these costs by private equity fundraising or
shareholder's loans, although we are not able to guarantee that funds will be
available or on terms that are favorable to our company or at all. We hope that
we will start to receive revenues by sale or license of mixed gasoline formula
to petro chemical companies before the end of August 2009.
  Skilled Management
Team
  We intend
to expand our current management to retain skilled directors, officers and
employees with experience relevant to our business focus. Our current management
team is highly skilled in technical areas such as researching and developing our
technologies, but not as skilled in areas such as marketing and business
management.  Obtaining the assistance of individuals with in-depth
knowledge of operations, technology and markets will allow us to build market
share more effectively.
  Competition
  We are
not aware of any competitors in Philippines that are developing a competing
mixed gasoline formula.  However, we face a significant amount of
competition in the gasoline industry in general.
  Patents
and Intellectual Property
  Our
formula comes from ingredients commonly used and available to the
public.  However, we believe our formula has advantages above that of
traditional gasoline products.  We are in the process of researching
patent rights, and we are not aware of anyone in Philippines having any patents,
trademarks and/or copyright protection for the technologies and any proprietary
rights to these technologies.  We believe that the formula developed
by us should be protected.  In order to protect our products we plan
to apply for patent protection and/or copyright protection in the United States,
Philippines and other jurisdictions, and will require purchasers of our products
to enter into non-disclosure agreements with us.
  10
 Table of Contents
 
 Marketing
Plan
  Our
directors have developed business contacts through their past and current
employment in the petro chemical industry in the Philippines and have developed
an intimate understanding of business practices and customs in this area. They
intend on actively promoting interest in mixed gasoline among their business
contacts in the petro chemical industry. In addition, we intend to promote our
mixed gasoline formula through traditional advertising and promotional media,
such as newspaper and trade publications, and advanced media, such as targeted
electronic mail, internet banner advertising and internet webpage links, to
effect maximum exposure and penetration in the petro chemical marketplace. We
also anticipate joining some petro chemical conferences to introduce our mixed
gasoline and services to petro chemical companies.
  Brand
Equity
  We have
selected the name of our company to establish our brand name. Atheron will be
the name of our mixed gasoline formula.
  Advertising
 
 We intend
to develop our website as the primary medium to promote our mixed gasoline
formula. We also intend to market our mixed gasoline formula by placing banner
advertising on the home pages of relevant petro chemical websites.
 
 We intend
to produce promotional material for direct marketing. However, if we are unable
to complete the development of our mixed gasoline formula, or if we are unable
to sell our formula sufficiently, for any reason, we may go out of
business.
 
 Employees
 
 Our
President Mrs. Sussanna Hilario, and our Vice President, Dr. Rey Supera, are the
only employees of the company. They handle all of the responsibilities in the
area of corporate administration, business development and
research.
 
 Government
Regulation and Supervision
 
 We are
subject to the laws and regulations of those jurisdictions in which we plan to
sell or license our gasoline formula technology that are generally applicable to
operate a business, such as business license requirements, income taxes and
payroll taxes. In general, the sale or licensing of our mixed gasoline formula
in Philippines is subject to limited regulatory and/or supervisory
requirements.  The Philippine National Alcohol Commission under the
Ministry of Trade and Industry is responsible for programs designed to use less
hazardous octane enhancers, including ethanol versus tetraethyl lead (TEL) in
gasoline.
 
 Compliance
with Environmental Laws
 
 We have
not incurred any costs in connection with the compliance with any federal,
state, or local environmental laws since our inception.
 
 Research
and Development Expenditures
 
 We have
not incurred any research or development expenditures since our
incorporation.
 
 Subsidiaries
 
 We have
neither formed, nor purchased any subsidiaries since our
incorporation.
  11
 Table of Contents
  Item1A.   Risk Factors.
 
 A smaller
reporting company is not required to provide the information required by this
Item.
 
 Item1B.   Unresolved Staff Comments
 
 A smaller
reporting company is not required to provide the information required by this
Item.
 
 Item2.   Properties
 
 We own no
real property. Our executive offices are located at 3598 Durango St. Palanan,
Makati City 1235, Philippines. These facilities are provided to us at no charge
by our director, Ms. Susanna Hilario, and have been since May 2006.
 
 Item3.   Legal Proceedings
 
 We are
not a party to any pending legal proceeding. We are not aware of any pending
legal proceeding to which any of our officers, directors, or any beneficial
holders of 5% or more of our voting securities are adverse to us or have a
material interest adverse to us.
 
 Item4.   Submission of Matters to a Vote of Security
Holders
 
 No
matters were submitted to a vote of the Company's shareholders during the fiscal
year ended August 31, 2009.
 
 PART II
 
 Item5.    Market for Registrant’s Common Equity
and Related Stockholder Matters and Issuer Purchases of Equity
Securities
 
 Market
Information
 
 Our
common stock is currently quoted on the OTC Bulletin Board (“OTCBB”), which is
sponsored by FINRA. The OTCBB is a network of security dealers who buy and sell
stock. The dealers are connected by a computer network that provides information
on current "bids" and "asks", as well as volume information. Our shares are
quoted on the OTCBB under the symbol “AHRN”
 
 The
following table sets forth the range of high and low bid quotations for our
common stock for each of the periods indicated as reported by the OTCBB. These
quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commission and may not necessarily represent actual transactions.
 
 Fiscal
      Year Ending August 31, 2009Quarter
      Ended
                
                High
      $
                
                Low
      $August
      31, 2009
                
                N/A
                
                N/AMay
      31, 2009
                
                N/A
                
                N/AFebruary
      29, 2009
                
                N/A
                
                N/ANovember
      30, 2008
                
                N/A
                
                N/A
 
 
 Fiscal
      Year Ending August 31, 2008Quarter
      Ended
                
                High
      $
                
                Low
      $August
      31, 2008
                
                N/A
                
                N/AMay
      31, 2008
                
                N/A
                
                N/AFebruary
      28, 2008
                
                N/A
                
                N/ANovember
      30, 2007
                
                N/A
                
                N/A
  12
 Table of Contents
 Penny
Stock
 
 The SEC
has adopted rules that regulate broker-dealer practices in connection with
transactions in penny stocks. Penny stocks are generally equity securities with
a market price of less than $5.00, other than securities registered on certain
national securities exchanges or quoted on the NASDAQ system, provided that
current price and volume information with respect to transactions in such
securities is provided by the exchange or system. The penny stock rules require
a broker-dealer, prior to a transaction in a penny stock, to deliver a
standardized risk disclosure document prepared by the SEC, that: (a) contains a
description of the nature and level of risk in the market for penny stocks in
both public offerings and secondary trading; (b) contains a description of the
broker's or dealer's duties to the customer and of the rights and remedies
available to the customer with respect to a violation of such duties or other
requirements of the securities laws; (c) contains a brief, clear, narrative
description of a dealer market, including bid and ask prices for penny stocks
and the significance of the spread between the bid and ask price; (d) contains a
toll-free telephone number for inquiries on disciplinary actions; (e) defines
significant terms in the disclosure document or in the conduct of trading in
penny stocks; and (f) contains such other information and is in such form,
including language, type size and format, as the SEC shall require by rule or
regulation.
 
 The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, the customer with (a) bid and offer quotations for the penny stock; (b)
the compensation of the broker-dealer and its salesperson in the transaction;
(c) the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market for
such stock; and (d) a monthly account statement showing the market value of each
penny stock held in the customer's account.
 
 In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement as to transactions involving
penny stocks, and a signed and dated copy of a written suitability
statement.
 
 These
disclosure requirements may have the effect of reducing the trading activity for
our common stock. Therefore, stockholders may have difficulty selling our
securities.
  13
 Table of Contents
 
 Holders
of Our Common Stock
 
 As of
August 31, 2009, we had 2,150,000 shares of our common stock issued and
outstanding, held by thirty-two (32) shareholders of record.
 
 Dividends
 
 There are
no restrictions in our articles of incorporation or bylaws that prevent us from
declaring dividends.  The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where after giving effect to the
distribution of the dividend:
 
 1.
                we
      would not be able to pay our debts as they become due in the usual course
      of business, or;
 2.
                our
      total assets would be less than the sum of our total liabilities plus the
      amount that would be needed to satisfy the rights of shareholders who have
      preferential rights superior to those receiving the
      distribution.
 
 We have
not declared any dividends and we do not plan to declare any dividends in the
foreseeable future.
 
 Securities
Authorized for Issuance under Equity Compensation Plans
 
 We do not
have any equity compensation plans.
 
 Item6.   Selected Financial Data
 
 A smaller
reporting company is not required to provide the information required by this
Item.
 
 Item7.  Management’s Discussion and Analysis of Financial
Condition and Results of Operations
 
 Forward-Looking
Statements
 
 Certain
statements, other than purely historical information, including estimates,
projections, statements relating to our business plans, objectives, and expected
operating results, and the assumptions upon which those statements are based,
are “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These forward-looking
statements generally are identified by the words “believes,” “project,”
“expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,”
“will,” “would,” “will be,” “will continue,” “will likely result,” and similar
expressions. We intend such forward-looking statements to be covered by the
safe-harbor provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995, and are including this statement for
purposes of complying with those safe-harbor provisions. Forward-looking
statements are based on current expectations and assumptions that are subject to
risks and uncertainties which may cause actual results to differ materially from
the forward-looking statements. Our ability to predict results or the actual
effect of future plans or strategies is inherently uncertain. Factors which
could have a material adverse affect on our operations and future prospects on a
consolidated basis include, but are not limited to: changes in economic
conditions, legislative/regulatory changes, availability of capital, interest
rates, competition, and generally accepted accounting principles. These risks
and uncertainties should also be considered in evaluating forward-looking
statements and undue reliance should not be placed on such statements. We
undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.
Further information concerning our business, including additional factors that
could materially affect our financial results, is included herein and in our
other filings with the SEC.
  14
 Table of Contents
  Results
of Operations for the Years Ended August 31, 2009 and 2008, and for the period
from Inception until August 31, 2009
  We have
not earned any revenues since our inception on May 8, 2006. We do not anticipate
earning revenues until such time that we have fully developed our mixed gasoline
formula and are able to obtain license fees in connection with our formula. We
are presently in the development stage of our business and we can provide no
assurance that we will develop our formula or successfully market
it.
 We
incurred operating expenses in the amount of $10,000 for the year ended August
31, 2009, compared with $10,000 for the year ended August 31, 2008. The entire
amount for both periods was attributable to professional fees.  We
have incurred total operating expenses of $87,985 from inception on May 8, 2006
through August 31, 2009. The entire $87,985 was attributable to professional
fees.  We anticipate our operating expenses will increase as we
undertake our plan of operations. The increase will be attributable to
undertaking the additional research phases of our mixed gasoline
formula.
 We
incurred a net loss of $10,000 for the year ended August 31, 2009, compared with
$10,000 for the year ended August 31, 2008.  We incurred a total net
loss of $87,985 from inception on May 8, 2006 through August 31, 2009. Our
losses for all periods are attributable to operating expenses together with a
lack of any revenues.
 Liquidity
and Capital Resources
 
 As of
August 31, 2009, we had total current assets of $0 cash. Our total current
liabilities as of August 31, 2009 were $44,985. This amount consists of a loan
from a shareholder and officer of the Company. The loan is non-interest bearing
and is due upon demand. As a result, we had working capital deficit of ($44,985)
as of August 31, 2009.
 Operating
activities used $87,985 in cash for the period from inception (May 8, 2006) to
August 31, 2009. Our net loss of $87,985 for this period was the sole component
of our negative operating cash flow. We primarily relied on cash from the sale
of our common stock and loans to fund our operations during the period ended
August 31, 2009. Financing Activities generated $87,985 in cash for the period
from inception (May 8, 2006) to August 31, 2009. This consisted of $43,000 in
Proceeds from sales of common stock and $44,985 in Loans from a related
party.
 
 The
success of our business plan beyond the next 12 months is contingent upon us
obtaining additional financing. We intend to fund operations through debt and/or
equity financing arrangements, which may be insufficient to fund our capital
expenditures, working capital, or other cash requirements. We do not have any
formal commitments or arrangements for the sales of stock or the advancement or
loan of funds at this time. There can be no assurance that such additional
financing will be available to us on acceptable terms, or at all.
  15
 Table of Contents
 Off
Balance Sheet Arrangements
 
 As of
August 31, 2009, there were no off balance sheet arrangements.
 
 Going
Concern
 
 We have
incurred net operating losses since inception, have negative working capital,
and have not yet received revenues from sales of products or
services.  These factors create substantial doubt by our auditors
about our ability to continue as a going concern.  Our financial
statements do not include any adjustment that might be necessary if we are
unable to continue as a going concern.
 
 Our
ability to continue as a going concern is dependent on our generating cash from
the sale of our common stock and/or obtaining debt financing and attaining
future profitable operations.  Management’s plans include selling our
equity securities and obtaining debt financing to fund our capital requirement
and ongoing operations; however, there can be no assurance we will be successful
in these efforts.
 
 Significant
Equipment
 
 We do not
intend to purchase any significant equipment for the next twelve
months.
 
 Employees
 
 We do not
have plans to change the number of our employees during the next twelve
months.
 
 Critical
Accounting Policies
 
 In
December 2001, the SEC requested that all registrants list their most “critical
accounting polices” in the Management Discussion and Analysis. The SEC indicated
that a “critical accounting policy” is one which is both important to the
portrayal of a company’s financial condition and results, and requires
management’s most difficult, subjective or complex judgments, often as a result
of the need to make estimates about the effect of matters that are inherently
uncertain.
 
 16
 Table of Contents
 
 Development
Stage Company
 
 The
accompanying financial statements have been prepared in accordance with the
Statement of Financial Accounting Standards No. 7 ”Accounting and Reporting by
Development-Stage Enterprises”.  A development-stage enterprise is one
in which planned principal operations have not commenced or if its operations
have commenced, there has been no significant revenues there from.
 
 Cash
and Cash Equivalents
 
 We
consider all highly liquid investments with maturities of three months or less
to be cash equivalents.  At August 31, 2009 we had $0 of unrestricted
cash.
 
 Fair
Value of Financial Instruments
 
 Our
financial instruments consist of cash and cash equivalents. The carrying amount
of these financial instruments approximates fair value due either to length of
maturity or interest rates that approximate prevailing market rates unless
otherwise disclosed in these financial statements.
 
 Income
Taxes
 
 Income
taxes are computed using the asset and liability method.  Under the
asset and liability method, deferred income tax assets and liabilities are
determined based on the differences between the financial reporting and tax
bases of assets and liabilities and are measured using the currently enacted tax
rates and laws.  A valuation allowance is provided for the amount of
deferred tax assets that, based on available evidence, are not expected to be
realized.
 
 Use
of Estimates
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date the financial statements and the
reported amount of revenues and expenses during the reporting
period.  Actual results could differ from those
estimates.
 
 Basic
loss per share
 
 Basic
loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period.
 
 Recently Issued Accounting
Pronouncements
 
 We do not
expect the adoption of recently issued accounting pronouncements to have a
significant impact on our results of operations, financial position or cash
flow.
 
 Item7A.   Quantitative and Qualitative Disclosures
About Market Risk
 
 A smaller
reporting company is not required to provide the information required by this
Item.
 
 17
 Table of Contents
 
 Item8.   Financial Statements and Supplementary
Data
 
 See the
financial statements annexed to this annual report.
 
 Item9.   Changes In and Disagreements with
Accountants on Accounting and Financial Disclosure
 
 No events
occurred requiring disclosure under Item 307 and 308 of Regulation S-K during
the fiscal year ending August 31, 2009.
 
 Item9A(T).  Controls and Procedures
 
 Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in company reports filed or
submitted 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. Disclosure controls
and procedures include without limitation, controls and procedures designed to
ensure that information required to be disclosed in company reports filed or
submitted under the Exchange Act is accumulated and communicated to management,
including our chief executive officer and treasurer, as appropriate to allow
timely decisions regarding required disclosure.
 
 As
required by Rules 13a-15 and 15d-15 under the Exchange Act, our chief executive
officer and chief financial officer carried out an evaluation of the
effectiveness of the design and operation of our disclosure controls and
procedures as of August 31, 2009. Based on their evaluation, they concluded that
our disclosure controls and procedures were effective.
 
 Management
is responsible for establishing and maintaining adequate internal control over
our financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the
Exchange Act). Our internal control over financial reporting is a process
designed by, or under the supervision of, our chief executive officer and chief
financial officer and effected by our board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of our
financial reporting and the preparation of our financial statements for external
purposes in accordance with generally accepted accounting principles. Internal
control over financial reporting includes policies and procedures that pertain
to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of our assets; provide reasonable
assurance that transactions are recorded as necessary to permit preparation of
our financial statements in accordance with generally accepted accounting
principles, and that our receipts and expenditures are being made only in
accordance with the authorization of our board of directors and management; and
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on our financial statements.
  18
 Table of Contents
 Under the
supervision and with the participation of our management, including our chief
executive officer, we conducted an evaluation of the effectiveness of our
internal control over financial reporting based on the criteria established in
Internal Control – Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”). Based on this evaluation
under the criteria established in Internal Control – Integrated Framework, our
management concluded that our internal control over financial reporting was
effective as of August 31, 2009.
 
 This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management’s report in this annual
report.
 
 During
the most recently completed fiscal quarter, there has been no change in our
internal control over financial reporting that has materially affected or is
reasonably likely to materially affect, our internal control over financial
reporting.
 
 Item9B.   Other Information
 
 None
 PART III
 
 Item10.  Directors, Executive Officers and Corporate
Governance
 
 The
following information sets forth the name of our executive officers and
directors, their ages as of August 31, 2009, and their present
position.
 
 Name
                Position
      Held with the Company
                Age
                Date
      First Elected or AppointedMs.
      Susanna Hilario
                President,
      Director, Treasurer (Principal Accounting Officer) and
      Secretary
                36
                May
      8, 2006Mr.
      Rey V. Supera
                Director
      and Chief Technology Officer
                31
                May
      8, 2006
 
 Set forth
below is a brief description of the background and business experience of
executive officers and directors.
 
 Ms. Susanna Hilario is our
President, Director, Treasurer (Principal Accounting Officer), Secretary and a
member of our board of directors. Since January 2001, Ms. Susanna Hilario has
been the Operations Manager/Owner ofCCW, Inc. Ms. Hilario
has not held any directorships in any public companies prior to service with our
company.
  19
 Table of Contents
 Mr. Rey V. Superais our Chief
Technology Officer and a member of our board of directors.  Mr. Rey V.
Supera was a technician/researcher in Kali Chemical Inc. from 1996 to 2005. Mr.
Supera has not held directorships in public companies prior to service with our
company.
 
 Directors
 
 Our
bylaws authorize no less than one (1) and more than ten (10)
directors.  We currently have two Directors.
 
 Term
of Office
 
 Our
Directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws.  Our officers are appointed by our board of directors
and hold office until removed by the board.
 
 Family
Relationships
 
 There are
no family relationships between or among the directors, executive officers or
persons nominated or chosen by us to become directors or executive
officers.
 Involvement
in Certain Legal Proceedings
 
 To  the
best of our knowledge, during the past five years, none of the
following  occurred  with  respect  to a
present or former director, executive officer, or  employee: (1) any
bankruptcy petition filed by or against any business  of which such
person was a general partner or executive officer either
at  the  time  of the bankruptcy or within two
years prior to that time; (2) any conviction in a
criminal  proceeding  or  being subject to a
pending criminal
proceeding  (excluding  traffic  violations and
other minor offenses); (3) being subject  to  any order,
judgment or decree, not subsequently reversed, suspended
or  vacated,  of  any  court  of  competent  jurisdiction,  permanently  or
temporarily enjoining, barring, suspending or otherwise limiting his or her
involvement in  any  type of business, securities or banking
activities; and (4) being found
by  a  court  of  competent  jurisdiction  (in  a  civil
action), the SEC or the
Commodities  Futures  Trading  Commission  to  have  violated
a federal or state securities or commodities law, and the judgment has not been
reversed, suspended or vacated.
 
 Audit
Committee
 
 We do not
have a separately-designated standing audit committee. The entire Board of
Directors performs the functions of an audit committee, but no written charter
governs the actions of the Board when performing the functions of what would
generally be performed by an audit committee. The Board approves the selection
of our independent accountants and meets and
 
 20
 Table of Contents
 
 Code
of Ethics
 
 As of
August 31, 2009, we had not adopted a Code of Ethics for Financial Executives,
which would include our principal executive officer, principal financial
officer, principal accounting officer or controller, or persons performing
similar functions.
 
 Item11.  Executive Compensation
 
 Summary
Compensation Table
 
 The table
below summarizes all compensation awarded to, earned by, or paid to both to our
officers and to our directors for all services rendered in all capacities to us
for our fiscal years ended August 31, 2009, 2008, and 2007.
  SUMMARY
      COMPENSATION TABLENameand
                  principalposition
                Year
                Salary($)
                Bonus
                  ($)
                Stock
                  Awards
                  ($)
                Option
                  Awards
                  ($)
                Non-Equity
                  Incentive
      Plan
                  Compensation
                  ($)
                Nonqualified
                  Deferred
                  Compensation
                  Earnings
      ($)
                All
      Other
                  Compensation
                  ($)
                Total
                  ($)Susanna
      Hilario,
                  President,
      Chief Executive Officer, Principal Executive Officer,
                  Chief
      Financial Officer, Principal Financial Officer, Principal Accounting
      Officer and Director
                2009
                  2008
                  2007
                0
                  0
                  0
                0
                  0
                  0
                0
                  0
                  0
                0
                  0
                  0
                0
                  0
                  0
                0
                  0
                  0
                0
                  0
                  0
                0
                  0
                  0Rey Supera,CTO,
      Director
                2009
                  2008
                  2007
                0
                  0
                  0
                0
                  0
                  0
                0
                  0
                  0
                0
                  0
                  0
                0
                  0
                  0
                0
                  0
                  0
                0
                  0
                  0
                0
                  0
                  0
 
 
 Narrative
Disclosure to the Summary Compensation Table
 
 We have
not entered into any employment agreement or consulting agreement with our
executive officers.  There are no arrangements or plans in which we
provide pension, retirement or similar benefits for executive
officers.
 
 Although
we do not currently compensate our officers, we reserve the right to provide
compensation at some time in the future.  Our decision to compensate
officers depends on the availability of our cash resources with respect to the
need for cash to further our business purposes.
  21
 Table of Contents
 Outstanding
Equity Awards at Fiscal Year-End
 
 The table
below summarizes all unexercised options, stock that has not vested, and equity
incentive plan awards for each named executive officer as of August 31,
2009.
 
 OUTSTANDING
      EQUITY AWARDS AT FISCAL YEAR-ENDOPTION
      AWARDS
                STOCK
      AWARDSName
                Number
      of
                  Securities
                  Underlying
                  Unexercised
                  Options
                  (#)
                  Exercisable
                Number
      of
                  Securities
                  Underlying
                  Unexercised
                  Options
                  (#)
                  Unexercisable
                Equity
                  Incentive
                  Plan
                  Awards:
                  Number
      of
                  Securities
                  Underlying
                  Unexercised
                  Unearned
                  Options
                  (#)
                Option
                  Exercise
                  Price
                  ($)
                Option
                  Expiration
                  Date
                Number
                  of
                  Shares
                  or
      Units
                  of
                  Stock
      That
                  Have
                  Not
                  Vested
                  (#)
                Market
                  Value
                  of
                  Shares
                  or
                  Units
                  of
                  Stock
                  That
                  Have
                  Not
                  Vested
                  ($)
                Equity
                  Incentive
                  Plan
                  Awards:
                  Number
                  of
                  Unearned
                  Shares,
                  Units
      or
                  Other
                  Rights
                  That
      Have
                  Not
                  Vested
                  (#)
                Equity
                  Incentive
                  Plan
                  Awards:
                  Market
      or
                  Payout
                  Value
      of
                  Unearned
                  Shares,
                  Units
      or
                  Other
                  Rights
                  That
                  Have
      Not
                  Vested
                  (#)Ms.
      Susanna Hilario
                -
                -
                -
                -
                -
                -
                -
                -
                -Mr.
      Rey V. Supera
                -
                -
                -
                -
                -
                -
                -
                -
                -
 
 Stock
Option Grants
 
 We have
not granted any stock options to the executive officers or directors since our
inception.
 
 Director
Compensation
 
 The table
below summarizes all compensation awarded to, earned by, or paid to our
directors for all services rendered in all capacities to us for the period from
inception through August 31, 2009.
 
 DIRECTOR
      COMPENSATIONName
                Fees
      Earned or
                  Paid
      in
                  Cash
                  ($)
                Stock
      Awards
                  ($)
                Option
      Awards
                  ($)
                Non-Equity
                  Incentive
                  Plan
                  Compensation
                  ($)
                Non-Qualified
                  Deferred
                  Compensation
                  Earnings
                  ($)
                All
                  Other
                  Compensation
                  ($)
                Total
                  ($)Ms.
      Susanna Hilario
                0
                0
                0
                0
                0
                0
                0Mr.
      Rey V. Supera
                0
                0
                0
                0
                0
                0
                0
 
 Narrative
Disclosure to the Director Compensation Table
 
 We do not
pay any compensation to our directors at this time. However, we reserve the
right to compensate our directors in the future with cash, stock, options, or
some combination of the above.
 
 We have
not reimbursed our directors for expenses incurred in connection with attending
board meetings nor have we paid any directors fees or other cash compensation
for services rendered as a director in the year ended August 31,
2009.
  22
 Table of Contents
 
 Stock
Option Plans
 
 We did
not have a stock option plan as of August 31, 2009
 
 Item12.  Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder
Matters
 
 The
following table sets forth certain information known to us with respect to the
beneficial ownership of our Common Stock as of August 31, 2009, by (1) all
persons who are beneficial owners of 5% or more of our voting securities, (2)
each director, (3) each executive officer, and (4) all directors and executive
officers as a group. The information regarding beneficial ownership of our
common stock has been presented in accordance with the rules of the Securities
and Exchange Commission. Under these rules, a person may be deemed to
beneficially own any shares of capital stock as to which such person, directly
or indirectly, has or shares voting power or investment power, and to
beneficially own any shares of our capital stock as to which such person has the
right to acquire voting or investment power within 60 days through the exercise
of any stock option or other right. The percentage of beneficial ownership as to
any person as of a particular date is calculated by dividing (a) (i) the number
of shares beneficially owned by such person plus (ii) the number of shares as to
which such person has the right to acquire voting or investment power within 60
days by (b) the total number of shares outstanding as of such date, plus any
shares that such person has the right to acquire from us within 60 days.
Including those shares in the tables does not, however, constitute an admission
that the named stockholder is a direct or indirect beneficial owner of those
shares. Unless otherwise indicated, each person or entity named in the table has
sole voting power and investment power (or shares that power with that person’s
spouse) with respect to all shares of capital stock listed as owned by that
person or entity.
 
 Except as
otherwise indicated, all Shares are owned directly and the percentage shown is
based on 2,150,000 Shares of Common Stock issued and outstanding as of August
31, 2009.
 
 Title of class
                Name and address of beneficial
      owner
                Amount of beneficial
    ownership
                Percent of classCommon
                Ms.
      Susanna Hilario
                  7636
      Guijo cor Sacred Heart Street, San Antonio Village, Makati City,
      Philippines
                625,000
                29%Common
                Mr.
      Rey V. Supera
                  3596
      Durango Street, Palanan, Makati City, Philippines
                625,000
                29%Total
      of all directors and executive officers
                1,250,000
                58%
 
 Other
than the shareholders listed above, we know of no other person who is the
beneficial owner of more than five percent (5%) of our common
stock.
 
 Item13.   Certain Relationships and Related
Transactions, and Director Independence
 
 None of
our directors or executive officers, nor any proposed nominee for election as a
director, nor any person who beneficially owns, directly or indirectly, shares
carrying more than 5% of the voting rights attached to all of our outstanding
shares, nor any members of the immediate family (including spouse, parents,
children, siblings, and in-laws) of any of the foregoing persons has any
material interest, direct or indirect, in any transaction over the last two
years or in any presently proposed transaction which, in either case, has or
will materially affect us.
 
 Item14.   Principal Accounting Fees and
Services
 
 Below is
the table of Audit Fees (amounts in US$) billed by our auditor in connection
with the audit of the Company’s annual financial statements for the years
ended:
 
 Financial
      Statements for the Year Ended September 30
                Audit
      Services
                Audit
      Related Fees
                Tax
      Fees
                Other
      Fees2009
                $10,000
                $0
                $0
                $02008
                $10,000
                $0
                $0
                $0
  23
 Table of Contents
 
 PART IV
 
 Item15.   Exhibits, Financial Statements
Schedules
 
 Index to
Financial Statements Required by Article 8 of Regulation S-X:
 
 Audited
      Financial Statements:F-1
                Report of Independent Registered Public Accounting
      FirmF-2
                Consolidated Balance Sheets as of August 31,
      2009  and 2008;F-3
                Statements of Operations for the years ended August 31, 2009,
      and August, 31 2008, and the period from inception to August 31,
      2009;F-4
                Statement of Stockholders’ Equity for period from inception to
      August 31, 2009;F-5
                Statements of Cash Flows for the years ended August 31, 2009,
      and August 31, 2008, and the period from inception to August 31,
      2009;F-6
                Notes to Financial
Statements
  Exhibit
      Number
                Description3.1
                Articles
      of Incorporation, as amended (1)3.2
                Bylaws,
      as amended (1)23.1
                Consent of Maddox Ungar Silberstein, PLLC, Certified
      Public Accountants31.1
                Certification of Chief Executive Officer pursuant to
      Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of 200231.2
                Certification of Chief Financial Officer pursuant to
      Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of 200232.1
                Certification of Chief Executive Officer and Chief
      Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of
  2002
 
 1 Incorporated
by reference to the Registration Statement on Form SB-2 filed on October 25,
2006.
 24
 Table of Contents
 
 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.
 
 Atheron
Inc.
 
 By:
                /s/Susanna
      HilarioSusanna
      Hilario
                  President,
      Chief Executive Officer, Principal Executive Officer,
                  Chief
      Financial Officer, Principal Financial Officer, Principal Accounting
      Officer and DirectorNovember
      30, 2009
 
 In accordance with Section 13 or 15(d)
of the Exchange Act, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates
indicated:
 
 By:
                /s/Susanna
      HilarioSusanna
      Hilario
                  President,
      Chief Executive Officer, Principal Executive Officer,
                  Chief
      Financial Officer, Principal Financial Officer, Principal Accounting
      Officer and DirectorNovember
      30, 2009
  By:
                /s/Rey
      V. SuperaRey
      V. Supera
                  Chief
      Technology Officer
                  and
      DirectorNovember 30,
      2009
 24
 Table of Contents
  MaddoxUngar Silberstein, PLLCCPAs
and Business
Advisors
 Phone
(248) 203-0080
 Fax (248)
281-0940
 30600
Telegraph Road, Suite 2175
 Bingham
Farms, MI 48025-4586
 www.maddoxungar.com
 
 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Board of
Directors
 Atheron,
Inc.
 Makati
City 1235, Philippines
 
 We have
audited the accompanying balance sheets of Atheron, Inc. (a development stage
company) as of August 31, 2009 and 2008 and the related statements of
operations, stockholders’ deficit and cash flows for the periods then
ended.  These financial statements are the responsibility of the
Company’s management.  Our responsibility is to express an opinion on
these financial statements based on our audit.
 
 We
conducted our audits in accordance with the 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.The Company has determined
that it is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audits included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such
opinion.  An audit 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 Atheron, Inc. as of August 31, 2009
and 2008, and the results of their operations and their cash flows for the
periods then ended, in conformity with accounting principles generally accepted
in the United States of America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 4 to the
financial statements, the Company has limited working capital, has not yet
received revenue from sales of products or services, and has incurred losses
from operations.  These factors raise substantial doubt about the
Company’s ability to continue as a going concern.  Management’s plans
with regard to these matters are described in Note 4. The accompanying financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
 
 /s/ Maddox Ungar
Silberstein, PLLC
 
 Maddox
Ungar Silberstein, PLLC
 Bingham
Farms, Michigan
 November
27, 2009
  F-1
 Table of Contents
 ATHERON, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 BALANCE
SHEETS
 As
of August 31, 2009 and August 31, 2008
 
 August
      31,
                  2009
                
                August
      31,
                  2008ASSETSCurrent
      AssetsCash
      and equivalents
                $
                0
                
                $
                0Prepaid
      expenses
                
                0
                
                
                0TOTAL
      ASSETS
                $
                0
                
                $
                0LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      LiabilitiesLoan
      payable - related party
                $
                44,985
                
                $
                34,985Stockholders’
      DeficitCommon
      Stock, $.001 par value, 75,000,000 shares authorized, 2,150,000 shares
      issued and outstanding
                
                2,150
                
                
                2,150Additional
      paid-in capital
                
                40,850
                
                
                40,850Deficit
      accumulated during the development stage
                
                (87,985)
                
                
                (77,985)Total
      stockholders’ deficit
                
                (44,985)
                
                
                (34,985)TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                $
                0
                
                $
                0
 
 See
accompanying notes to financial statements.
 F-2
 Table of Contents
 ATHERONINC.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENTS
OF OPERATIONS
 Years
Ended August 31, 2009 and 2008
 Period
from May 8, 2006 (Inception) to August 31, 2009
 
 Year
      ended
                  August
      31,2009
                
                Year
      ended
                  August
      31,2008
                
                Period
      from
                  May
      8, 2006
                  (Inception)
      to
                  August
      31, 2009Revenues
                $
                -0-
                
                $
                -0-
                
                $
                -0-General
      and administrative expenses:Professional
      fees
                
                10,000
                
                
                10,000
                
                
                87,985Net
      Loss
                $
                (10,000)
                
                $
                (10,000)
                
                $
                (87,985)Net
      loss per share:Basic
      and diluted
                $
                (0.00)
                
                $
                (0.00)
                
                $
                (0.04)Weighted
      average shares outstanding:Basic
      and diluted
                
                2,150,000
                
                
                2,150,000
                
                
                2,150,000
 
 See
accompanying notes to financial statements.
 F-3
 Table of Contents
 ATHERON, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENT
OF STOCKHOLDERS’ DEFICIT
 Period
from May 8, 2006 (Inception) to August 31, 2009
  Common
      stock
                  
                  Additional
                    paid-in
                  
                  Deficit
                    accumulated
                    during
      the
                    developmentShares
                  
                  Amount
                  
                  capital
                  
                  stage
                  
                  TotalIssuance
      of common stockfor
      cash @$.001
                  
                  2,150,000
                  
                  $
                  2,150
                  
                  $
                  40,850
                  
                  $
                  -
                  
                  $
                  43,000Net
      loss for the period ended August 31, 2006
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (43,985)
                  
                  
                  (43,985)Balance
      August 31, 2006
                  
                  2,150,000
                  
                  
                  2,150
                  
                  
                  40,850
                  
                  
                  (43,985)
                  
                  
                  ( 985)Net
      loss for the year ended August 31, 2007
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (25,000)
                  
                  
                  (25,000)Balance
      August 31, 2007
                  
                  2,150,000
                  
                  
                  2,150
                  
                  
                  40,850
                  
                  
                  (68,985)
                  
                  
                  (25,985)Net
      loss for the year ended August 31, 2008
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (9,000)
                  
                  
                  (9,000)Balance
      August 31, 2008
                  
                  2,150,000
                  
                  
                  2,150
                  
                  
                  40,850
                  
                  
                  (77,985)
                  
                  
                  (34,985)Net
      loss for year ended August 31, 2009
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (10,000)
                  
                  
                  (10,000)Balance
      August 31, 2009
                  
                  2,150,000
                  
                  $
                  2,150
                  
                  $
                  40,850
                  
                  $
                  (87,985)
                  
                  $
                  (44,985)
  See
accompanying notes to financial statements.
 F-4
 Table of Contents
 ATHERONINC.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENTS
OF CASH FLOWS
 Year
Ended August 31, 2009 and 2008
 Period
from May 8, 2006 (Inception) to August 31, 2009
 
 Year
      ended
                  August
      31, 2009
                
                Year
      ended
                  August
      31, 2008
                
                Period
      From
                  May
      8, 2006
                  (Inception)
      to
                  August
      31, 2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                $
                (10,000)
                
                $
                (10,000)
                
                $
                (87,985)Change
      in non-cash working capital itemsPrepaid
      expenses
                
                -0-
                
                
                -0-
                
                
                -0-CASH
      FLOWS USED BY OPERATING ACTIVITIES
                
                (10,000)
                
                
                (10,000)
                
                
                (87,985)CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from sales of common stock
                
                0
                
                
                0
                
                
                43,000Loan
      from related party
                
                10,000
                
                
                10,000
                
                
                44,985CASH
      FLOWS PROVIDED BY FINANCING ACTIVITIES
                
                10,000
                
                
                10,000
                
                
                87,985NET
      INCREASE IN CASH
                
                -0-
                
                
                -0-
                
                
                -0-Cash,
      beginning of period
                
                -0-
                
                
                -0-
                
                
                -0-Cash,
      end of period
                $
                -0-
                
                $
                -0-
                
                $
                -0-SUPPLEMENTAL
      CASH FLOWINFORMATIONInterest
      paid
                $
                -0-
                
                $
                -0-
                
                $
                -0-Income
      taxes paid
                $
                -0-
                
                $
                -0-
                
                $
                -0-
  See
accompanying notes to financial statements.
 F-5
 Table of Contents
 ATHERON, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO THE FINANCIAL STATEMENTS
 August
31, 2009
 
 NOTE 1 –
SUMMARY OF ACCOUNTING POLICIES
 
 Nature of
Business
 
 Atheron,
Inc. (“Atheron”) was incorporated in Nevada on May 8, 2006.  Atheron
is a development stage company located in Makati City 1235, Philippines. Atheron
is developing technology for ethanol-methanol gasoline.  Atheron
operates out of office space owned by a director and stockholder of the
Company.  The facilities are provided at no charge.  There
can be no assurances that the facilities will continue to be provided at no
charge in the future.
 
 Development
Stage Company
 
 The
accompanying financial statements have been prepared in accordance with
generally accepted accounting principles related to development-stage
companies.  A development-stage company is one in which planned
principal operations have not commenced or if its operations have commenced,
there has been no significant revenues there from.
 
 Cash and
Cash Equivalents
 
 Atheron
considers all highly liquid investments with maturities of three months or less
to be cash equivalents.  At August 31, 2009 and August 31, 2008 the
Company had $0 of cash.
 
 Fair
Value of Financial Instruments
 
 Atheron’s
financial instruments consist of cash and cash equivalents and a loan payable to
a related party. The carrying amount of these financial instruments approximates
fair value due either to length of maturity or interest rates that approximate
prevailing market rates unless otherwise disclosed in these financial
statements.
 
 Income
Taxes
 
 Income
taxes are computed using the asset and liability method.  Under the
asset and liability method, deferred income tax assets and liabilities are
determined based on the differences between the financial reporting and tax
bases of assets and liabilities and are measured using the currently enacted tax
rates and laws.  A valuation allowance is provided for the amount of
deferred tax assets that, based on available evidence, are not expected to be
realized.
 
 Basic
loss per share
 
 Basic
loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period.
  F-6
 Table of Contents
 ATHERON,
INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO THE FINANCIAL STATEMENTS
 August
31, 2009
 
 NOTE 1 –
SUMMARY OF ACCOUNTING POLICIES (continued)
 
 Use of
Estimates
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date the financial statements and the
reported amount of revenues and expenses during the reporting
period.  Actual results could differ from those
estimates.
 
 Basic
loss per share
 
 Basic
loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period.
 
 Recent
Accounting Pronouncements
 
 Atheron
does not expect the adoption of recently issued accounting pronouncements to
have a significant impact on the Company’s results of operations, financial
position or cash flow.
 
 NOTE 2 –
LOAN PAYABLE – RELATED PARTY
 
 Atheron
has received loans totaling $44,985 for working capital from a shareholder and
officer of the Company.  The loans are unsecured, non-interest bearing
and due upon demand.
 
 NOTE 3 –
INCOME TAXES
 
 For the
periods ended August 31, 2009, Atheron has incurred net losses and, therefore,
has no tax liability.  The net deferred tax asset generated by the
loss carry-forward has been fully reserved.  The cumulative net
operating loss carry-forward is approximately $87,985 at August 31, 2009, and
will expire beginning in the year 2026.
 
 The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
  2009Deferred
      tax asset attributable to:Net
      operating loss carryover
                $
                29,900Valuation
      allowance
                
                (29,900)Net
      deferred tax asset
                $
                -
  F-7
 Table of Contents
 ATHERON,
INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO THE FINANCIAL STATEMENTS
 August
31, 2009
 
 NOTE 4 –
LIQUIDITY AND GOING CONCERN
 
 Atheron
has negative working capital, has incurred losses since inception, and has not
yet received revenues from sales of products or services.  These
factors create substantial doubt about the Company’s ability to continue as a
going concern.  The financial statements do not include any adjustment
that might be necessary if the Company is unable to continue as a going
concern.
 
 The
ability of Atheron to continue as a going concern is dependent on the Company
generating cash from the sale of its common stock and/or obtaining debt
financing and attaining future profitable operations.  Management’s
plans include selling its equity securities and obtaining debt financing to fund
its capital requirement and ongoing operations; however, there can be no
assurance the Company will be successful in these efforts.
 
 NOTE 5 –
SUBSEQUENT EVENTS
 
 The
Company has analyzed its operations subsequent to August 31, 2009 through
November 27, 2009 and has determined that it does not have any material
subsequent events to disclose in these financial statements.
  F-8
 Table of
Contents