UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington, D.C.
20549
 
 FORM 10-K
 
 (Mark
      One)þ
              
              ANNUAL
      REPORT PURSUANT TO SECTION 13 OR SECTION 15(d) OFTHE
      SECURITIES EXCHANGE ACT OF 1934For
      the fiscal year ended December 31, 2009ORo
              
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE
      SECURITIES EXCHANGE ACT OF 1934For
      the transition period from _________to_________
 
 Commission
file number:  0-52202
 
 Anasazi Capital
Corp.
 (Exact
name of registrant as specified in its charter)
 Florida
              
              20-5223382(State
      or other jurisdiction of
                incorporation
      or organization)
              
              (I.R.S.
      Employer
                Identification
      No.)
 
 513
Vintage Way
 Brandon,
Florida  33511
 (Address
of principal executive offices) (Zip Code)
 Registrant’s
telephone number, including area code: (813) 765-1966
 
 Securities
registered under Section 12(b) of the Exchange Act:  None
 
 Securities
registered under Section 12(g) of the Exchange Act:
 
 Common Stock, no par
value
 (Title of
Class)
 
 Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o  No þ
 
 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 o  No þ
 
 Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes  þ  No o
 
 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 (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).  Yes oNo þ
 
 Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the
best of 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.  þ
 
 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
definitions of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.  (Check
one):
 
 Large
accelerated filer   o                                                                                Accelerated
filer     o
 Non-accelerated
filer     o                                                                               Smaller
reporting company  x
 (Do not
check if a smaller reporting company)
 
 Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes þNo o
  There
were no shares of the registrant’s Common Stock held by non-affiliates on April
15, 2010.  On April 15, 2010, there were 20,000,000 shares of the
registrant’s Common Stock issued and outstanding and held by one (1) shareholder
deemed to be an affiliate of the registrant within the meaning of Rule 12b-2
under the Exchange Act.
  -1-
 Anasazi
Capital Corp.
  FORM
10-K
  For The
Fiscal Year Ended December 31, 2009
  INDEX
 
 PART
      IItem 1.
              Business
              3Item 1A.
              Risk
      Factors
              8Item 1B.
              Unresolved Staff Comments
              8Item 2.
              Properties
              8Item 3.
              Legal
      Proceedings
              8Item 4.
              Submission of Matters to a Vote of Security
      Holders
              8PART
      IIItem 5.
              Market for
      Registrant’s Common Equity, Related Stockholder Matters, and Issuer
      Purchases of Equity Securities
              9Item 6.
              Selected Financial
      Data
              10Item 7.
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
              11Item 7A.
              Quantitative and
      Qualitative Disclosures about Market Risk
              16Item 8.
              Financial
      Statements and Supplementary Data
              17Item 9.
              Changes in and
      Disagreements with Accountants on Accounting and Financial
      Disclosure
              29Item 9A.
              Controls and
      Procedures
              29Item 9B.
              Other
      Information
              30PART
      IIIItem 10.
              Directors,
      Executive Officers and Corporate Governance
              31Item 11.
              Executive
      Compensation
              32Item 12.
              Security Ownership
      of Certain Beneficial Owners and Management and Related Stockholder
      Matters
              34Item 13.
              Certain
      Relationships and Related Transactions, and Director
      Independence
              34Item 14.
              Principal
      Accounting Fees and Services
              35PART
      IVItem 15.
              Exhibits and
      Financial Statement Schedules
              35Signatures
              36
 
 Explanatory
Notes
 In this
Annual Report on Form 10-K, Anasazi Capital Corp. is sometimes referred to
as the “Company”, “we”, “our” or “us” and U.S. Securities and Exchange
Commission is sometimes referred to as the “SEC”.
  -2-
 
 PART
I
 
 Item
1.  Business.
 
 Our
Company
  Anasazi
Capital Corp., a Florida corporation (the Company, which may be referred to as
we, us, or our), is a development stage company, which was incorporated in
Florida on July 17, 2006.  We have not generated any revenues to date
and our operations have been limited to organizational, start-up, and capital
formation activities. We currently have no full-time employees and have one (1)
part-time employee, Joel H. Edelson, our sole officer and
director.  Effective on November 20, 2009, the Company affected a
four-for-one forward split of its outstanding common
stock.
 
 Our
principal executive office is located at 513 Vintage Way, Brandon,
Florida  33511.  Our telephone number is
(813) 765-1966.
 
 Technology
Acquisition
 
 On
September 14, 2009, we entered into an exclusive sublicense with Global
Technologies Group, Inc. (“Global”) for the patented Molecular Bonding System
technology (“MBS”) for environmental waste remediation technology for
contaminated properties in Mexico.  (Patent Numbers: 5,898,093 and
5,877,393).  In October 7, 2009, the Company entered into another
exclusive sublicense with Global for MBS technology for environmental waste
remediation technology for contaminated properties in Canada.  Global
has an exclusive license for using the MBS technology for environmental waste
remediation technology for contaminated properties in North America, Central
America, South America and Russia.
 
 In
consideration for the rights granted under these exclusive sublicenses, the
Company plans to issue 2.1 million shares of its common stock to Global, for
initial license fees owed by the Company thereunder in the amount of $2.1
million.  There is an additional remaining amount of $675,000 for the
initial license fees under these exclusive sublicenses (assuming the 2.1 million
shares of its common stock are purchased by Global).  The annual
license fees for the Mexico and Canada licenses are $150,000 and $100,000,
respectively, and have been prorated during 2009.  The license fees
are payable semi-annually.
 
 Proposed
Business
 
 The
Company seeks to provide long-term permanent solutions to heavy metal
waste problems. The MBS technology successfully treats all Resource
Conservation & Recovery Act and Universal Treatment Standards metals
such as:  arsenic, cadmium, chromium, lead, mercury, etc., and treats
multiple metals concurrently. The ability to treat difficult waste streams
along with being able to treat multiple metals with different solubility
points successfully separates the MBS technology from any other existing
technology. The types of applications include soils, sludges, ashes, bag
house dusts and barrel wastes. The MBS technology provides superior
efficacy and has significant cost advantages over both hazardous waste
landfill and alternative remedial technology options.
 
 Going
Concern
 
 As of
December 31, 2009, we had an accumulated deficit of $(2,906,221).  Our
auditors haveraised substantial doubt
as to our ability to continue as a going concern, as expressed in its opinion on
our financial statements included in this prospectus.  Our ability to
continue as a going concern is dependent upon our ability to generate profitable
operations in the future and/or obtain the necessary financing to meet our
obligations and repay our liabilities.  There can be no assurance that
we will operate at a profit or such additional financing will be available, or
if available, can be obtained on satisfactory terms.
 -3-
 
 Our
MBS Technology
 
 We have
licensed the patented innovative and cost-effective process, named “Molecular
Bonding System” (“MBS”) for the remediation of soils and industrial wastes that
are contaminated by hazardous metals. Since 1997, MBS has been accorded the
status of a Superfund Innovative Technology, capable of remediating hazardous
metals in soils, ash, slag, sludge and smelter waste, having successfully met
the stringent testing criteria of the United States Environmental Protection
Agency's (“EPA”) Superfund Innovative Technology Evaluation
Program.  The MBS process has been proven in completed contracts
performed by Solucorp Industries, Ltd., its developer, in Connecticut,
Massachusetts, Minnesota, Missouri, New Jersey, New York, Tennessee, West
Virginia and Rhode Island in the USA, and Winnipeg in Canada and Ravenna, Italy
while successful pilot demonstrations have been completed for numerous potential
clients in the USA, Canada, the United Kingdom and Poland. The MBS process
results in an immediate chemical reaction which works on an ion to molecule
exchange, effectively converting hazardous leaching ions into new, non-leaching
molecules. The process can be utilized on-site, negating any need for removing
soil to an off-site treatment facility, and has been successfully modified for
“in-line” application at production facilities to treat industrial waste as it
is produced.
 
 The MBS
process is an innovative and cost effective hazardous heavy metal remediation
process. It was designed to protect clients from the threat of future liability
claims, and offer a permanent solution to stabilizing heavy metals. The MBS
process stabilizes heavy metals in soils, sludges, ashes and bag house dust by
chemically rendering leachable metal ions inert by bonding them to non-leachable
molecules. The MBS process utilizes a powder added to excavated soil or sludge
in a pug mill operation. It also can be applied in-situ (directly to
contaminated soil) which eliminates the costly excavation and processing
associated with soil removal from the ground prior to treatment. This process
stabilizes all toxic characteristic metals identified in the United States
Resource Conservation Recovery Act (“RCRA”), and can treat multiple metals
concurrently. The MBS process has proven, through long term stability testing
(Multiple Extraction Procedure), to not leach for more than 1,000 years and has
been proven under all recognized U.S. regulatory protocols (TCLP, SPLP, SWEP,
and CAL WET) to not only meet, but to exceed minimum standards.  The
MBS process maintains the pH levels in the media within a range where the
insolubility of the heavy-metal sulfides is assured.  The process also
provides buffer capacity to ensure that the pH is not significantly altered by
the addition of acids or caustics to the media. In the MBS process, waste is
crushed and screened, reducing particles to a one-inch diameter for maximum
contact with a proprietary reagent mixture. The powdered reagent, created for
site-specific conditions, is mixed with waste in a closed hopper pug mill. After
water is added to the mixture to catalyze the reaction and aid in mixing, the
treated substance goes to a stockpile. Vapors from the mill go through a
regenerable wet scrubber and a carbon absorption system. The dried soil is then
tested to ensure compliance with regulatory limits. Clean soil is returned to
the site or transported to a non-hazardous landfill for disposal.
 
 We intend
to have mobile remediation systems that can be brought to a site and set up in a
matter of hours or days, depending upon the size of the project.  We
would utilize machines capable of performing the MBS process on the particular
site. The MBS process also can be installed at the end of a processing line to
render hazardous waste non-hazardous at the source. A customized MBS mixing
system can be installed into a manufacturing line to convert a hazardous metal
waste, such as slag or bag house dust, into a non-hazardous material.
Accordingly, we believe that customers with in-line manufacturing systems that
produce hazardous heavy metal waste can save significant amounts of money on
transportation, disposal and insurance costs, and have a safer facility by using
the MBS process. The process can operate at rates up to 90 metric tons per hour
depending on site conditions.  Metals amenable to the MBS process
include arsenic, cadmium, chromium, copper, lead, mercury, nickel, silver and
zinc. This system is also effective with mixed wastes or chemical compounds.
Soils processed with MBS have successfully met toxicity characteristic leaching
procedure requirements and in many cases, metals are virtually undetectable. No
residuals or byproducts are generated by the MBS process.
 
 The MBS
process has been tested and accepted by the EPA SITE program as an innovative
solution to the remediation of heavy metals in soils, sludges, ash and other
manufacturing waste streams.
 
 -4-
 Licensing
Agreements
 
 To
protect the territory of the Company's environmental remediation services
utilizing the MBS process in Canada and Mexico and ensure that it is the sole
and exclusive sublicensee of the MBS process in Canada and Mexico, the Company
has entered into two exclusive sublicense agreements with Global, the exclusive
licensee of the MBS process for North America, Central and South America and
Russia..
 
 Sources
of New Materials
 
 The MBS
process requires the use of certain chemical compounds at certain
concentrations. We rely on Global, as distributor, for obtaining sufficient
quantities of this chemical compound which is vital to the MBS process. Global
currently has arrangements with suppliers to procure an ongoing supply of a
sufficient quantity of the chemical compound, the Company may, from time to time
suffer shortages and possible cost increases for this material. Accordingly, our
ability to perform contracts and continued sales at a profitable level could be
adversely affected.  A Hong Kong chemical company is one of the
suppliers of chemicals for the MBS process.  We also intend to
purchase some of the other chemical compounds used in the MBS process from other
suppliers.
 
 Sales
and Marketing
 
 We intend
to market and sell its services and products through our efforts and by entering
into agreements and joint ventures and sublicensing arrangements. We believe
that by forming relationships it will realize greater revenues by establishing
company credibility, market awareness, and a definite customer
base.
 
 Competition
 
 The MBS
process competes against three primary remediation categories: (i)
solidification and stabilization, (ii) vitrification, and (iii) soil washing.
Each of these categories have several treatment technologies
available.  Solidification and stabilization is the primary category
of remediation used for heavy metals, which accounts for approximately ninety
percent (90%) of the market. The MBS process compares favorably against other
solidification and stabilization alternatives, with its advantages being cost,
versatility and efficacy.
 
 We
believe that its MBS process has certain price and efficacy advantages over
competing soil remediation technologies. However, we compete against firms that
are significantly larger and have far greater capital, scientific and marketing
resources than we do.
 
 Governmental
Regulation
 
 Environmental
companies and their customers are subject to extensive and evolving
environmental laws and regulations by a number of national, state and local
environmental, safety and health agencies.  These laws and regulations
largely contribute to the demand for our services.  Although customers
remain responsible by law for their environmental problems, we must also comply
with the requirements of those laws applicable to our services.  We
cannot predict the extent to which our operations may be affected by future
enforcement policies as applied to existing laws or by the enactment of new
environmental laws and regulations.  Moreover, any predictions
regarding possible liability are further complicated by the fact that under
current environmental laws we could be jointly and severally liable for certain
activities of third parties over whom we have little or no
control.  Although we believe that we are currently in substantial
compliance with applicable laws and regulations, we could be subject to fines,
penalties or other liabilities or could be adversely affected by existing or
subsequently enacted laws or regulations.
 
 Insurance
 
 We intend
to maintain insurance coverage adequate for our needs and similar to, or greater
than, the coverage maintained by other companies of our size in the
industry.  There can be no assurances, however, that liabilities,
which we may incur will be covered by our insurance or that the dollar amount of
such liabilities, which are covered will not exceed our policy
limits.  Under our insurance contracts, we may accept self-insured
retentions, which we believe is appropriate for our specific business
risks.  We will meet or exceed the requirements imposed by regulatory
authorities to carry environmental impairment liability insurance on an as
needed basis for our remediation projects.
 
 -5-
 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”.
 
 Conflicts
of Interest
 
 Our sole
officer and director is not required to commit his 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
he is 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.
 
 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 him or
the majority shareholders, 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”.
 
 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.
 
 Investment
Company Act and Other Regulation
 
 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.
 -6-
 
 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.
 
 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.
 
 -7-
 Employees
 
 As of
April 15, 2010, we are in the development stage and currently have no full-time
employees and one (1) part-time employee, Joel H. Edelson, our sole officer and
director.  We expect to use consultants, attorneys and accountants as
necessary.  We are not subject to any collective bargaining agreement
and management believes that its employee relations are good.
 
 Item
1A.  Risk Factors.
 
 Not
applicable.
 
 Item
1B.  Unresolved Staff Comments.
 
 None.
 
 Item
2.  Properties.
 
 Our
principal executive office is located at 513 Vintage Way, Brandon, Florida
33511.  We occupy this space rent-free.  We believe these
facilities are adequate to serve our current needs.
 
 Item
3.  Legal Proceedings.
 
 We are
not a party to any legal proceedings, nor are we aware of any pending or
threatened litigation whatsoever.
 
 Item
4.  Submission of Matters to a Vote of Security Holders.
 
 Except
for the election of Joel Edelson as the Company’s sole officer and director
until his successor is duly elected and qualified, there were no matters
submitted to a vote of security holders during the fourth quarter ended December
31, 2009.
 
 -8-
 PART
II
 
 Item
5.  Marketfor Registrant’s Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity
Securities.
 
 Market
Information
 
 Our
common stock has not been approved for quotation or trading and, accordingly, a
public trading market for our shares of common stock has not yet commenced and
no shares of our common stock have been traded.  There can be no
assurance that such a public trading market will develop, or, if such a trading
market is developed, that it can be maintained with liquidity.  On
April 15, 2010, there was one (1) registered holder of shares of our common
stock.
 
 Dividends
 
 We have
not paid any dividends on our common stock, and it is not anticipated that any
dividends will be paid in the foreseeable future. The declaration and payment of
dividends in the future will be determined by the Board of Directors in light of
conditions then existing, including our earnings, financial condition, capital
requirements and other factors.
 
 Recent
Sales of Unregistered Securities
 
 The
following is a summary of the sole transaction by us from July 17, 2006, which
is our inception, through April 15, 2010 involving sales of our securities that
were not registered under the Securities Act.  The offer and sale was
made in reliance on Section 4(2) of the Securities Act, or Regulation D
promulgated under Section 4(2) of the Securities Act, as transactions by an
issuer not involving any public offering.  The purchaser was an
“accredited investor”, as that term is defined in Rule 501 promulgated under the
Securities Act of 1933, as amended.  The purchaser was provided access
to all material information which it requested, and all information necessary to
verify such information and were afforded access to management of the registrant
in connection with this purchase. The holder of the unregistered securities
acquired such securities for investment and not with a view toward distribution,
acknowledging such intent to the registrant. All certificates or agreements
representing such securities that were issued contained restrictive legends,
prohibiting further transfer of the certificates or agreements representing such
securities, without such securities either being first registered or otherwise
exempt from registration under the Securities Act, in any further resale or
disposition.
 
 Founder Share
Issuance
 
 On July
17, 2006, the date of our inception, we issued 20,000,000 shares of our
restricted common stock to Ruiz Family Holdings for $5,000, or $0.001 per share,
as adjusted for our four-for-one forward split of our outstanding common stock,
effective on November 20, 2009.  The investor represented its
intention to acquire the shares for investment only and not with a view to sell
the shares in connection with any distribution thereof and an appropriate
restrictive legend was affixed to the share certificate.
 
 Warrant
Issuance
 
 On August
14, 2007, we issued warrants to purchase 1,051,200 shares of its common stock to
Law Offices of Michael H. Hoffman, P.A., a legal consultant to the Company, in
exchange for services and reimbursement of expenses in the amount of $6,803
pursuant to a Warrant Agreement, as adjusted for our four-for-one forward split
of our outstanding common stock, effective on November 20, 2009.  The
investor represented its intention to acquire the shares for investment only and
not with a view to sell the shares in connection with any distribution thereof,
and an appropriate restrictive legend was affixed to the stock certificate
represented such shares.  On September 10, 2009, the Warrant Agreement
was canceled by mutual agreement of the parties, and, accordingly, the warrants
relating thereto were canceled.
 -9-
  Item
6.  Selected Financial Data.
 
 The
following financial data has been derived from and should be read in conjunction
with (i) our financial statements for the years ended December 31, 2009 and
December 31, 2008 and the period from July 17, 2006, our inception, to December
31, 2009, together with the notes to these financial statements; and (ii) and
the sections of this report entitled “Business” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations”, included elsewhere
herein.  Our historical results are not necessarily indicative of the
results we may achieve in any future period.
 Statements
      of Operations Data:
                
                Year
      Ended
                  December
      31, 2009
                
                
                Year
      Ended
                  December
      31, 2008
                
                
                Cumulative

                  from
                  July
      17, 2006
                  (inception)
      to
                  December
      31, 2009Revenue:
                
                $
                —
                
                
                
                —
                
                
                
                —Expenses:General
      and administrative
                
                
                2,865,056
                
                
                
                24,482
                
                
                
                2,906,221Total
      expenses
                
                
                2,865,056
                
                
                
                24,482
                
                
                
                2,906,221Net
      (loss)
                
                $
                (2,865,056
                )
                
                
                (24,482
                )
                
                
                (2,906,221
                )Basic
      and diluted net (loss) per share
                
                $
                (0.14
                )
                
                
                —Weighted
      average number of common shares outstanding
                
                
                20,000,000
                
                
                
                20,000,000
  Balance
      Sheets Data:
                
                As
      ofDecember 31,
    2009
                
                
                As
      of
                  December
      31, 2008Cash
      and cash equivalents
                
                $
                260
                
                
                $
                470Working
      capital
                
                
                (2,864,057
                )
                
                
                (14,858
                )Total
      assets
                
                
                —
                
                
                
                —Total
      long-term liabilities
                
                
                —
                
                
                
                —Total
      liabilities
                
                
                2,864,317
                
                
                
                15,328Total
      shareholders’ (deficit)
                
                
                (2,864,057
                )
                
                
                (14,858
                )
 
 -10-
 Item
7.  Management’s Discussion and Analysis of Financial
Condition and Results of Operations
 
 The
following discussion should be read in conjunction with (i) our financial
statements for the years ended December 31, 2009 and December 31, 2008 and for
the period from July 17, 2006, our inception, through December 31, 2009,
together with the notes to these financial statements; and (ii) the section
entitled “Business” that appears elsewhere in this report.  The
following discussion contains forward-looking statements that reflect our plans,
estimates and beliefs. Our actual results could differ materially from those
discussed in the forward looking statements. Factors that could cause or
contribute to such differences include, but are not limited to, those discussed
below and elsewhere in this report. You should not place undue certainty on
these forward-looking statements, which apply only as of the date of this
report.  Our financial statements are stated in United States Dollars
and are prepared in accordance with United States Generally Accepted Accounting
Principles.
 
 Overview
 
 Anasazi
Capital Corp., a Florida corporation, which was incorporated in Florida on July
17, 2006, is a development stage company.  To date, we have not
generated any revenues and our operations have been limited to organizational,
start-up, and capital formation activities.  We cannot predict to what
extent our liquidity and capital resources will be diminished prior to the
commencement of generating operating revenues. The continuation of our business
is dependent upon our ability to generate operating revenues and obtaining
adequate financing arrangements, and, ultimately, engaging in future profitable
operations.  We currently have no full-time employees and have one (1)
part-time employee, Joel H. Edelson, our sole officer and
director.  Effective on November 20, 2009, the Company affected a
four-for-one forward split of its outstanding common
stock.
 
 Technology
Acquisition
 
 On
September 14, 2009, we entered into an exclusive sublicense with Global
Technologies Group, Inc. (“Global”) for the patented Molecular Bonding System
technology (“MBS”) for environmental waste remediation technology for
contaminated properties in Mexico.  (Patent Numbers: 5,898,093 and
5,877,393).  In October 7, 2009, the Company entered into another
exclusive sublicense with Global for MBS technology for environmental waste
remediation technology for contaminated properties in Canada.  Global
has an exclusive license for using the MBS technology for environmental waste
remediation technology for contaminated properties in North America, Central
America, South America and Russia.
 
 In
consideration for the rights granted under these exclusive sublicenses, the
Company plans to issue 2.1 million shares of its common stock to Global, for
initial license fees owed by the Company thereunder in the amount of $2.1
million.  There is an additional remaining amount of $675,000 for the
initial license fees under these exclusive sublicenses (assuming the 2.1 million
shares of its common stock are purchased by Global).  The annual
license fees for the Mexico and Canada licenses are $150,000 and $100,000,
respectively, and have been prorated during 2009.  The license fees
are payable semi-annually.
 
 Going Concern
 
 Our
financial statements have been prepared on the basis of accounting principles
applicable to a going concern. As a result, they do not include adjustments that
would be necessary if we were unable to continue as a going concern and would
therefore be obligated to realize assets and discharge our liabilities other
than in the normal course of operations.  As reflected in the
accompanying financial statements, the Company is in the development stage with
no operations or revenues, has used cash in operating activities of $44,146 from
inception of July 17, 2006 to December 31, 2009 and has an accumulated deficit
of $(2,906,221) through December 31, 2009. This raises substantial doubt about
our ability to continue as a going concern, as expressed by our auditors in its
opinion on our financial statements included in this report. The ability of the
Company to continue as a going concern is dependent on the Company’s ability to
raise additional capital and implement its business plan.
 
 -11-
 We have
not yet established any source of revenues sufficient to cover our operating
costs and allow us to continue as a going concern.  Our ability to continue
as a going concern is dependent on us generating revenues and obtaining adequate
capital or loans to fund operating losses until we become
profitable.  If we are unable to generate revenues and obtain adequate
capital or loans, we could be forced to cease operations.  There can be no
assurance that we will operate at a profit or additional debt or equity
financing will be available, or if available, can be obtained on satisfactory
terms.
 
 Results
of Operations
 
 We are a
development stage company and have incurred losses for the period from July 17,
2006, our inception, through December 31, 2009 in the amount of $(2,906,221),
which are due to ongoing general and administrative expenses and not having
generated any revenues since our inception.
 
 Results
for the Years Ended December 31, 2009 and December 31, 2008
 
 Revenues. The Company’s
revenues for the years ended December 31, 2009 and December 31, 2008 were
$0.  No revenues occurred during these periods, because no there were
no sales.
  Cost of
revenues.The Company’s cost of revenues for the years ended
December 31, 2009 and December 31, 2008 were $0.  There was not cost
of revenues, because no sales were made by the Company.
  Gross profit/loss. The
Company’s gross profit/loss for the years ended December 31, 2009 and December
31, 2008 was $0.  No gross profit/loss occurred during these periods,
because no there were no sales.
 
 General and administrative
expenses. General and administrative expenses for the year ended December
31, 2009 were $22,385 as compared to $24,482 for the year ended December 31,
2008.  General and administrative expenses consist primarily of
professional service fees paid to our law firm, accounting firm and financial
printer handling our SEC filings.
  Net loss. Net loss for the
year ended December 31, 2009 was $(2,865,056) as compared to $(24,482) for the
year ended December 31, 2008.  The net loss in 2009 was due to the 100
percent impairment of the Mexico and Canada sublicenses with Global Technologies
Group, Inc. during the fourth quarter of 2009 and license
amortization.  The remaining portion of the loss in 2009 was due to
the expenses associated with being a reporting company under the Exchange
Act.  The net loss in 2008 was due to the expenses associated with
being a reporting company under the Exchange Act and generating no
revenues.  We have not generated any revenues since our
inception.
 
 Impact
of Inflation
  We
believe that the rate of inflation has had negligible effect on our
operations.  We believe we can absorb most, if not all, increased
non-controlled operating costs by increasing sales prices, whenever deemed
necessary and by operating our Company in the most efficient manner
possible.
 
 Liquidity
and Capital Resources
 
 The
following table sets forth our liquidity and capital resources as of December
31, 2009:
 Cash
      and cash equivalents
              
              $
              260Working
      capital
              
              
              (2,864,577)Total
      assets
              
              
              -Total
      liabilities
              
              
              2,864,317Total
      shareholders’ deficiency
              
              
              (2,864,057)
 
 -12-
 During
the period July 17, 2006, our inception, through December 31, 2009, we had an
accumulated deficit of ($2,906,221), which was due to spending relating to our
general and administrative expenses and not having generated any
revenues.
 
 Cash
Flows from Operating Activities
 
 We have
not generated positive cash flows from operating activities since our inception
on July 5, 2006.  Operating expenditures during the period covered by
this report include general and administrative costs.  The reason for the
cash used in operating activities was due to the professional fees and costs
associated with the Company’s SEC filings and associated costs of being a public
company.  We have used cash in operating activities in the amount of
$44,146 for the period the period July 17, 2006, our inception, through December
31, 2009.
 
 Cash
Flows from Investing Activities
 
 We have
not made any investments for the period July 17, 2006, our inception, through
December 31, 2009.
 
 Cash
Flows from Financing Activities
 
 We have
financed our operations from the issuance of equity securities and
loans.  Net cash provided by financing activities for the year ended
December 31, 2009 was $24,432, as compared to $14,974 for the year ended
December 31, 2008.  We received shareholder loan proceeds in the
amount of $15,857 and $14,504, which were forgiven during the fiscal years ended
December 31, 2009 and 2008, respectively, and recorded as additional paid-in
capital upon the cancellation.  As of December 31, 2009, the amount of
shareholder loan was $9,045, and no interest was being accrued
thereon.
  Intangible
Assets
  As of
December 31, 2009, we had net intangible assets of $0 due to the Canada and
Mexico license agreements entered between Global Technologies Group, Inc. and
us.  We evaluated this long-lived intangible asset and impairment
charges of $2,839,000 were recorded during the fourth quarter of 2009 because
the carrying amount of the licenses may not be fully
recoverable.  There were no intangible assets during the year ended
December 31, 2008.
  Material
Commitments
 
 There
were no material commitments during the year ended December 31, 2009 and the
year ended December 31, 2008.
 
 Off-Balance Sheet
Arrangements
 
 We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that are material to investors.
 
 -13-
 Critical
Accounting Policies
 
 Our
financial statements and accompanying notes have been prepared in accordance
with United States generally accepted accounting principles applied on a
consistent basis. The preparation of financial statements in conformity with
U.S. generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods.
 
 We
regularly evaluate the accounting policies and estimates that we use to prepare
our financial statements. In general, management's estimates are based on
historical experience, on information from third party professionals, and on
various other assumptions that are believed to be reasonable under the facts and
circumstances. Actual results could differ from those estimates made by
management.
 
 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 the Accounting Standards
Codification (“ASC”) 260 “Earnings Per Share” which was previously 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.
 
 Fair
Value of Financial Instruments
 
 The
Company values its financial instruments as required by SFAS No. 107, “Disclosures about Fair Value
of  Financial Instruments”. The estimated fair value amounts
have been determined by the Company, using available market information and
appropriate valuation methodologies. The estimates presented herein are not
necessarily indicative of amounts that the Company could realize in a current
market exchange.
  The
Company considers that the carrying amount of financial instruments, including
accounts payable, approximates fair value because of the short maturity of these
instruments.
 
 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.
 
 -14-
 Recent
Accounting Pronouncements
 
 FASB Accounting Standards
Codification
  (Accounting
Standards Update (“ASU”) 2009-01)
  In
June 2009, FASB approved the FASB Accounting Standards Codification (“the
Codification”) as the single source of authoritative nongovernmental GAAP. All
existing accounting standard documents, such as FASB, American Institute of
Certified Public Accountants, Emerging Issues Task Force and other related
literature, excluding guidance from the Securities and Exchange Commission
(“SEC”), have been superseded by the Codification. All other non-grandfathered,
non-SEC accounting literature not included in the Codification has become
nonauthoritative. The Codification did not change GAAP, but instead introduced a
new structure that combines all authoritative standards into a comprehensive,
topically organized online database. The Codification is effective for interim
or annual periods ending after September 15, 2009, and impacts the
Company’s financial statements as all future references to authoritative
accounting literature will be referenced in accordance with the Codification.
There have been no changes to the content of the Company’s financial statements
or disclosures as a result of implementing the Codification during the year
ended December 31, 2009.   As a result of the Company’s
implementation of the Codification during the year ended December 31, 2009,
previous references to new accounting standards and literature are no longer
applicable. In the current annual financial statements, the Company will provide
reference to both new and old guidance to assist in understanding the impacts of
recently adopted accounting literature, particularly for guidance adopted since
the beginning of the current fiscal year but prior to the
Codification.
  Subsequent
Events
  (Included
in Accounting Standards Codification (“ASC”) 855 “Subsequent Events”, previously
SFAS No. 165 “Subsequent Events”)
  SFAS
No. 165 established general standards of accounting for and disclosure of
events that occur after the balance sheet date, but before the financial
statements are issued or available to be issued (“subsequent events”). An entity
is required to disclose the date through which subsequent events have been
evaluated and the basis for that date. For public entities, this is the date the
financial statements are issued. SFAS No. 165 does not apply to subsequent
events or transactions that are within the scope of other GAAP and did not
result in significant changes in the subsequent events reported by the Company.
SFAS No. 165 became effective for interim or annual periods ending after
June 15, 2009 and did not impact the Company’s financial statements. The
Company evaluated for subsequent events through the issuance date of the
Company’s financial statements. No recognized or non-recognized subsequent
events were noted.
  Determination of the Useful
Life of Intangible Assets
  (Included
in ASC 350 “Intangibles – Goodwill and Other”, previously FSP SFAS No. 142-3
“Determination of the Useful Lives of Intangible Assets”)
  FSP SFAS
No. 142-3 amended the factors that should be considered in developing
renewal or extension assumptions used to determine the useful life of a
recognized intangible asset under previously issued goodwill and intangible
assets topics. This change was intended to improve the consistency between the
useful life of a recognized intangible asset and the period of expected cash
flows used to measure the fair value of the asset under topics related to
business combinations and other GAAP. The requirement for determining useful
lives must be applied prospectively to intangible assets acquired after the
effective date and the disclosure requirements must be applied prospectively to
all intangible assets recognized as of, and subsequent to, the effective date.
FSP SFAS No. 142-3 became effective for financial statements issued for
fiscal years beginning after December 15, 2008, and interim periods within
those fiscal years. The adoption of FSP SFAS No. 142-3 did not impact the
Company’s financial statements.
  Noncontrolling
Interests
  (Included
in ASC 810 “Consolidation”, previously SFAS No. 160 “Noncontrolling Interests in
Consolidated Financial Statements an amendment of ARB No. 51”)
  -15-
 SFAS
No. 160 changed the accounting and reporting for minority interests such
that they will be recharacterized as noncontrolling interests and classified as
a component of equity. SFAS No. 160 became effective for fiscal years
beginning after December 15, 2008 with early application prohibited. The
Company implemented SFAS No. 160 at the start of fiscal 2009 and no longer
records an intangible asset when the purchase price of a noncontrolling interest
exceeds the book value at the time of buyout. Any excess or shortfall for
buyouts of noncontrolling interests in mature restaurants is recognized as an
adjustment to additional paid-in capital in stockholders’ equity. Any shortfall
resulting from the early buyout of noncontrolling interests will continue to be
recognized as a benefit in partner investment expense up to the initial amount
recognized at the time of buy-in. Additionally, operating losses can be
allocated to noncontrolling interests even when such allocation results in a
deficit balance (i.e.,
book value can go negative).  The Company presents noncontrolling
interests (previously shown as minority interest) as a component of equity on
its consolidated balance sheets. Minority interest expense is no longer
separately reported as a reduction to net income on the consolidated income
statement, but is instead shown below net income under the heading “net income
attributable to noncontrolling interests.” The adoption of SFAS No. 160 did
not have any other material impact on the Company’s financial
statements.
  Consolidation of Variable
Interest Entities – Amended
  (To be
included in ASC 810 “Consolidation”, SFAS No. 167 “Amendments to FASB
Interpretation No. 46(R)”)
  SFAS
No. 167 amends FASB Interpretation No. 46(R) “Consolidation of
Variable Interest Entities regarding certain guidance for determining whether an
entity is a variable interest entity and modifies the methods allowed for
determining the primary beneficiary of a variable interest entity. The
amendments include: (1) the elimination of the exemption for qualifying
special purpose entities, (2) a new approach for determining who should
consolidate a variable-interest entity, and (3) changes to when it is
necessary to reassess who should consolidate a variable-interest entity. SFAS
No. 167 is effective for the first annual reporting period beginning after
November 15, 2009, with earlier adoption prohibited. The Company will adopt
SFAS No. 167 in fiscal 2010 and does not anticipate any material impact on
the Company’s financial statements.
  Management
does not believe that any other recently issued, but not yet effective,
accounting standards or pronouncements, if currently adopted, would have a
material effect on the Company’s financial statements.
 
 Item
7A.  Quantitative and Qualitative Disclosuresabout
Market Risk.
 
 We are
not subject to risks related to foreign currency exchange rate
fluctuations.
 
 Our
functional currency is the United States dollar. We do not transact our business
in other currencies. As a result, we are not subject to exposure from movements
in foreign currency exchange rates. We do not use derivative financial
instruments for speculative trading purposes.
 
 -16-
 Item
8.  Financial Statements and Supplementary
Data.
  
 
 LAKE
& ASSOCIATES, CPA’s LLC
 
 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the
Board of Directors
 of
Anasazi Capital Corp.
 513
Vintage Way
 Brandon,
Florida  33511
 
 We have
audited the accompanying balance sheet of Anasazi Capital Corporation (a
development stage enterprise) (the “Company”) as of December 31, 2009 and 2008,
and related statements of operations, stockholders’ deficit, and cash flows for
the years then ended, and for the period July 17, 2006 (inception) through
December 31, 2009. 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 the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Anasazi Capital Corporation (a
Florida corporation) as of December 31, 2009 and 2008 and the results of its
operations and its cash flows for the years then ended, and for the period July
17, 2006 (inception) through December 31, 2009, in conformity with accounting
principles generally accepted in the United States of America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed further in Note 10, the Company
has been in the development stage since its inception (July 17, 2006) and
continues to incur significant losses. The Company's viability is dependent upon
its ability to obtain future financing and the success of its future operations.
These factors raise substantial doubt as to the Company's ability to continue as
a going concern. Management's plan in regard to these matters is also described
in Note 10. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
 /s/
Lake & Associates, CPA’s LLC
 
 Lake
& Associates, CPA’s LLC
 Schaumburg,
Illinois
 April 15,
2010
 -17-
 Anasazi
      Capital Corp.(A
      Development Stage Company)Balance
      SheetsAs
      of December 31, 2009 and 20082009
              
              
              2008(Audited)
              
              
              (Audited)CURRENT
      ASSETSCash
      and cash equivalents
              
              $
              260
              
              
              $
              470TOTAL
      CURRENT ASSETS
              
              
              260
              
              
              
              470TOTAL
      ASSETS
              
              $
              260
              
              
              $
              470CURRENT
      LIABILITIESAccounts
      payable & accrued expenses
              
              
              12,600
              
              
              
              14,858Loan
      from shareholder
              
              
              9,045
              
              
              
              470License
      payable
              
              
              2,842,672
              
              
              
              -TOTAL
      CURRENT LIABILITIES
              
              
              2,864,317
              
              
              
              15,328TOTAL
      LIABILITIES
              
              
              2,864,317
              
              
              
              15,328STOCKHOLDERS'
      (DEFICIT)Preferred
      stock ($.001 par value, 10,000,000 shares authorized,
              
              
              -
              
              
              
              -none
      issued and outstanding as of December 31, 2009 and 2008,
      respectively)Common
      stock ($.001 par value, 100,000,000 shares authorized, 23,200,000
      and20,000,000
      shares issued and outstanding as of December 31, 2009 and 2008,
      respectively)
              
              
              20,000
              
              
              
              20,000Additional
      paid in capital
              
              
              22,164
              
              
              
              6,307Retained
      (deficit)
              
              
              (2,906,221
              )
              
              
              (41,165
              )TOTAL
      STOCKHOLDERS' (DEFICIT)
              
              
              (2,864,057
              )
              
              
              (14,858
              )TOTAL
      LIABILITIES AND STOCKHOLDERS' (DEFICIT)
              
              $
              260
              
              
              $
              470The
      accompanying notes are an integral part of these financial
      statements.
 
 
 -18-
 Anasazi
      Capital Corp.(A
      Development Stage Company)Statements
      of OperationsFor
      the period from July 17, 2006 (inception) thru December 31,
      2009  For
      the years ended December 31,
                
                
                Cumulative
      Amount from July 17, 2006 (inception) to December 31, 20092009
                
                
                2008(Audited)
                
                
                (Audited)
                
                
                (Audited)REVENUES
                
                $
                -
                
                
                $
                -
                
                
                $
                -OPERATING
      EXPENSESSelling,
      general, and administrative
                
                
                22,385
                
                
                
                24,482
                
                
                
                63,550Amortization
                
                
                3,671
                
                
                
                -
                
                
                
                3,671Impairment
      loss
                
                
                2,839,000
                
                
                
                -
                
                
                
                2,839,000TOTAL
      OPERATING EXPENSES
                
                
                2,865,056
                
                
                
                24,482
                
                
                
                2,906,221OPERATING
      (LOSS)
                
                
                (2,865,056
                )
                
                
                (24,482
                )
                
                
                (2,906,221
                )NET
      (LOSS) BEFORE TAXES
                
                
                (2,865,056
                )
                
                
                (24,482
                )
                
                
                (2,906,221
                )INCOME
      TAX EXPENSE
                
                
                -
                
                
                
                -
                
                
                
                -NET
      (LOSS)
                
                
                (2,865,056
                )
                
                
                (24,482
                )
                
                
                (2,906,221
                )WEIGHTED
      AVERAGE COMMON SHARES OUTSTANDINGBasic
                
                
                20,000,000
                
                
                
                20,000,000
                
                
                
                20,000,000NET
      LOSS PER COMMON SHAREBasic
                
                $
                (0.14
                )
                
                
                ****
      Less than $.01The
      accompanying notes are an integral part of these financial
      statements.
 
 -19-
 
 Anasazi
      Capital Corp.(A
      Development Stage Company)Statement
      of Equity (Deficit)For
      the period from July 17, 2006 (inception) thru December 31,
      2009(Audited)Additional
              
              
              Retained
              
              
              TotalCommon
      Stock
              
              
              Paid-in
              
              
              Earnings
              
              
              Stockholders'Shares
              
              
              Amount
              
              
              Capital
              
              
              (Deficit)
              
              
              (Deficit)Balance
      at July 17, 2006 (inception),Founder's
      shares issued for cash(20,000,000
      shares at $.001 per share)
              
              
              20,000,000
              
              
              $
              20,000
              
              
              $
              (15,000
              )
              
              $
              -
              
              
              $
              5,000Net
      (loss) for the period
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (6,121
              )
              
              
              (6,121
              )Balance,
      December 31, 2006
              
              
              20,000,000
              
              
              $
              20,000
              
              
              $
              (15,000
              )
              
              $
              (6,121
              )
              
              $
              (1,121
              )Common
      stock warrants issued for debt
              
              
              -
              
              
              
              -
              
              
              
              6,803
              
              
              
              -
              
              
              
              6,803Net
      (loss) for the period
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (10,562
              )
              
              
              (10,562
              )Balance,
      December 31, 2007
              
              
              20,000,000
              
              
              $
              20,000
              
              
              $
              (8,197
              )
              
              $
              (16,683
              )
              
              $
              (4,880
              )Capital
      from debt forgiveness
              
              
              -
              
              
              
              -
              
              
              
              14,504
              
              
              
              -
              
              
              
              14,504Net
      (loss) for the period
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (24,482
              )
              
              
              (24,482
              )Balance,
      December 31, 2008
              
              
              20,000,000
              
              
              $
              20,000
              
              
              $
              6,307
              
              
              $
              (41,165
              )
              
              $
              (14,858
              )Capital
      from debt forgiveness
              
              
              -
              
              
              
              -
              
              
              
              15,857
              
              
              
              -
              
              
              
              15,857Net
      (loss) for the period
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (2,865,056
              )
              
              
              (2,865,056
              )Balance,
      December 31, 2009
              
              
              20,000,000
              
              
              $
              20,000
              
              
              $
              22,164
              
              
              $
              (2,906,221
              )
              
              $
              (2,864,057
              )The
      accompanying notes are an integral part of these financial
      statements.
 
 -20-
 
 Anasazi
      Capital Corp.(A
      Development Stage Company)Statements
      of Cash FlowsFor
      the period from July 17, 2006 (inception) thru December 31,
      2009For
      the years ended December 31,
              
              
              Cumulative
      Amount from July 17, 2006 (inception) to December 31, 20092009
              
              
              2008(Audited)
              
              
              (Audited)
              
              
              (Audited)CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      (loss)
              
              $
              (2,865,056
              )
              
              $
              (24,482
              )
              
              $
              (2,906,221
              )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Amortization
              
              
              3,671
              
              
              
              -
              
              
              
              3,671Impairment
      loss
              
              
              2,839,000
              
              
              
              -
              
              
              
              2,839,000Changes
      in operating assets and liabilities:Accounts
      payable
              
              
              (2,257
              )
              
              
              9,978
              
              
              
              19,404NET
      CASH (USED IN) OPERATING ACTIVITIES
              
              
              (24,642
              )
              
              
              (14,504
              )
              
              
              (44,146
              )CASH
      FLOWS FROM INVESTING ACTIVITIES:NET
      CASH USED IN FINANCING ACTIVITIES
              
              
              -
              
              
              
              -
              
              
              
              -CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from shareholder loan
              
              
              24,432
              
              
              
              14,974
              
              
              
              39,406Proceeds
      from issuance of common stock
              
              
              -
              
              
              
              -
              
              
              
              5,000NET
      CASH PROVIDED BY FINANCING ACTIVITIES
              
              
              24,432
              
              
              
              14,974
              
              
              
              44,406NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
              
              
              (210
              )
              
              
              470
              
              
              
              260CASH
      AND CASH EQUIVALENTS:Beginning
      of period
              
              
              470
              
              
              
              -
              
              
              
              -End
      of period
              
              $
              260
              
              
              $
              470
              
              
              $
              260SUPPLEMENTAL
      CASH FLOW INFORMATION:Common
      stock warrants as payment for accounts payable
              
              $
              -
              
              
              $
              -
              
              
              $
              6,803Interest
      paid
              
              $
              -
              
              
              $
              -
              
              
              $
              -Taxes
      paid
              
              $
              -
              
              
              $
              -
              
              
              $
              -The
      accompanying notes are an integral part of these financial
      statements.
 
 -21-
 ANASAZI
CAPITAL CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2009
 
 NOTE-1
              BASIS
      OF PRESENTATION
  The
Company has not earned any revenue from operations.  Accordingly, the
Company’s activities have been accounted for as those of a “Development Stage
Enterprise” as set forth in Financial Accounting Standards Board Statement No. 7
(“SFAS 7”).  Among the disclosures required by SFAS 7 are that the
Company’s financial statements be identified as those of a development stage
company, and that the statements of operations, stockholders’ equity and cash
flows disclose activity since the date of the Company’s inception.
  NOTE-2
              ORGANIZATION
      AND BUSINESS BACKGROUND
  Anasazi
Capital Corp. (the “Company”), a development stage company, was incorporated in
Florida on June 17, 2006.  On September 14, 2009, the Company entered
into an Exclusive License Agreement (the “License Agreement I”) with Global
Technologies Group, Inc., the licensor, which granted an exclusive license to
the Company for brownfields and redevelopment properties located in Mexico,
which utilize the patented Molecular Bonding System technology, for $1,250,000
and annual royalty payments in the amount of $150,000 thereafter for a period of
15 years.
  On
October 7, 2009, the Company entered into an Exclusive License Agreement (the
“License Agreement II”) with Global Technologies Group, Inc., the licensor,
which granted an exclusive license to the Company for brownfields and
redevelopment properties located in Canada, which utilize the patented Molecular
Bonding System technology, for $1,525,000 and annual royalty payments in the
amount of $100,000 thereafter for a period of 15 years.
  Molecular
Bonding System technology is a patented soil remediation technology to convert
contaminated soil into an insoluble, stable, non-hazardous metal sulfide,
together with any improvement, enhancement or expansion of such long term heavy
metal soil remediation process.
  As of
December 31, 2009, the Company had not yet commenced any formal business
operations and all activity to date has related to the Company formation,
capital stock issuance, the License Agreement and professional fees with regard
to filings with the Securities and Exchange Commission. The Company’s fiscal
year ends on December 31st.
  NOTE-3
              SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
  Basis
of Presentation
  These
accompanying condensed consolidated financial statements have been prepared in
accordance with generally accepted accounting principles in the United States of
America.
  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.
 -22-
  Cash
and Cash Equivalents
  The
Company considers all highly liquid debt instruments with original maturities of
three months or less to be cash equivalents.
  Impairment
of Long-Lived Assets
  In
accordance with SFAS No.144, “Accounting for the Impairment or Disposal of
Long-lived Assets”, the Company assesses long-lived assets, such as the
intangible assets of license subject to amortization, are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset group may not be fully recoverable. Recoverability
of asset groups to be held and used in measured by a comparison of the carrying
amount of an asset group to estimated undiscounted future cash flows expected to
be generated by the asset group. If the carrying amount exceeds its estimated
future cash flows, an impairment charge is recognized by the amount by which the
carrying amount of an asset group exceeds the fair value of the asset group. The
Company evaluated its long-lived assets and impairment charges of $2,839,000
were recorded during the 4th
quarter of 2009.
  Earnings
Per Share
  The
Company computes earnings per share in accordance with the Accounting Standards
Codification (“ASC”) 260 “Earnings Per Share” which was previously 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.
  Fair
Value of Financial Instruments
  The
Company values its financial instruments as required by SFAS No. 107, “Disclosures about Fair Value of
Financial Instruments”. The estimated fair value amounts have been
determined by the Company, using available market information and appropriate
valuation methodologies. The estimates presented herein are not necessarily
indicative of amounts that the Company could realize in a current market
exchange.
  The
Company considers that the carrying amount of financial instruments, including
accounts payable, approximates fair value because of the short maturity of these
instruments.
  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.
  -23-
 Recent
Accounting Pronouncements
  FASB Accounting Standards
Codification
  (Accounting
Standards Update (“ASU”) 2009-01)
  In
June 2009, FASB approved the FASB Accounting Standards Codification (“the
Codification”) as the single source of authoritative nongovernmental GAAP. All
existing accounting standard documents, such as FASB, American Institute of
Certified Public Accountants, Emerging Issues Task Force and other related
literature, excluding guidance from the Securities and Exchange Commission
(“SEC”), have been superseded by the Codification. All other non-grandfathered,
non-SEC accounting literature not included in the Codification has become
nonauthoritative. The Codification did not change GAAP, but instead introduced a
new structure that combines all authoritative standards into a comprehensive,
topically organized online database. The Codification is effective for interim
or annual periods ending after September 15, 2009, and impacts the
Company’s financial statements as all future references to authoritative
accounting literature will be referenced in accordance with the Codification.
There have been no changes to the content of the Company’s financial statements
or disclosures as a result of implementing the Codification during the year
ended December 31, 2009.   As a result of the Company’s
implementation of the Codification during the year ended December 31, 2009,
previous references to new accounting standards and literature are no longer
applicable. In the current annual financial statements, the Company will provide
reference to both new and old guidance to assist in understanding the impacts of
recently adopted accounting literature, particularly for guidance adopted since
the beginning of the current fiscal year but prior to the
Codification.
  Subsequent
Events
  (Included
in Accounting Standards Codification (“ASC”) 855 “Subsequent Events”, previously
SFAS No. 165 “Subsequent Events”)
  SFAS
No. 165 established general standards of accounting for and disclosure of
events that occur after the balance sheet date, but before the financial
statements are issued or available to be issued (“subsequent events”). An entity
is required to disclose the date through which subsequent events have been
evaluated and the basis for that date. For public entities, this is the date the
financial statements are issued. SFAS No. 165 does not apply to subsequent
events or transactions that are within the scope of other GAAP and did not
result in significant changes in the subsequent events reported by the Company.
SFAS No. 165 became effective for interim or annual periods ending after
June 15, 2009 and did not impact the Company’s financial statements. The
Company evaluated for subsequent events through the issuance date of the
Company’s financial statements. No recognized or non-recognized subsequent
events were noted.
  Determination of the Useful
Life of Intangible Assets
  (Included
in ASC 350 “Intangibles – Goodwill and Other”, previously FSP SFAS No. 142-3
“Determination of the Useful Lives of Intangible Assets”)
  FSP SFAS
No. 142-3 amended the factors that should be considered in developing
renewal or extension assumptions used to determine the useful life of a
recognized intangible asset under previously issued goodwill and intangible
assets topics. This change was intended to improve the consistency between the
useful life of a recognized intangible asset and the period of expected cash
flows used to measure the fair value of the asset under topics related to
business combinations and other GAAP. The requirement for determining useful
lives must be applied prospectively to intangible assets acquired after the
effective date and the disclosure requirements must be applied prospectively to
all intangible assets recognized as of, and subsequent to, the effective date.
FSP SFAS No. 142-3 became effective for financial statements issued for
fiscal years beginning after December 15, 2008, and interim periods within
those fiscal years. The adoption of FSP SFAS No. 142-3 did not impact the
Company’s financial statements.
  -24-
 Noncontrolling
Interests
  (Included
in ASC 810 “Consolidation”, previously SFAS No. 160 “Noncontrolling Interests in
Consolidated Financial Statements an amendment of ARB No. 51”)
  SFAS
No. 160 changed the accounting and reporting for minority interests such
that they will be recharacterized as noncontrolling interests and classified as
a component of equity. SFAS No. 160 became effective for fiscal years
beginning after December 15, 2008 with early application prohibited. The
Company implemented SFAS No. 160 at the start of fiscal 2009 and no longer
records an intangible asset when the purchase price of a noncontrolling interest
exceeds the book value at the time of buyout. Any excess or shortfall for
buyouts of noncontrolling interests in mature restaurants is recognized as an
adjustment to additional paid-in capital in stockholders’ equity. Any shortfall
resulting from the early buyout of noncontrolling interests will continue to be
recognized as a benefit in partner investment expense up to the initial amount
recognized at the time of buy-in. Additionally, operating losses can be
allocated to noncontrolling interests even when such allocation results in a
deficit balance (i.e.,
book value can go negative).  The Company presents noncontrolling
interests (previously shown as minority interest) as a component of equity on
its consolidated balance sheets. Minority interest expense is no longer
separately reported as a reduction to net income on the consolidated income
statement, but is instead shown below net income under the heading “net income
attributable to noncontrolling interests.” The adoption of SFAS No. 160 did
not have any other material impact on the Company’s financial
statements.
  Consolidation of Variable
Interest Entities – Amended
  (To be
included in ASC 810 “Consolidation”, SFAS No. 167 “Amendments to FASB
Interpretation No. 46(R)”)
  SFAS
No. 167 amends FASB Interpretation No. 46(R) “Consolidation of
Variable Interest Entities regarding certain guidance for determining whether an
entity is a variable interest entity and modifies the methods allowed for
determining the primary beneficiary of a variable interest entity. The
amendments include: (1) the elimination of the exemption for qualifying
special purpose entities, (2) a new approach for determining who should
consolidate a variable-interest entity, and (3) changes to when it is
necessary to reassess who should consolidate a variable-interest entity. SFAS
No. 167 is effective for the first annual reporting period beginning after
November 15, 2009, with earlier adoption prohibited. The Company will adopt
SFAS No. 167 in fiscal 2010 and does not anticipate any material impact on
the Company’s financial statements.
  Management
does not believe that any other recently issued, but not yet effective,
accounting standards or pronouncements, if currently adopted, would have a
material effect on the Company’s financial statements.
  NOTE-4                      LICENSE
AGREEMENT
  On
September 14, 2009, the Company entered into an Exclusive License Agreement with
Global Technologies Group, Inc., the licensor (“Global”), which granted an
exclusive license to the Company for brownfield and redevelopment properties
located in the Country of Mexico, which utilize the patented Molecular Bonding
System (“MBS”) technology, for $1,250,000 and annual royalty payments in the
amount of $150,000 thereafter for a period of 15 years, or the expiration of the
MBS patents, whichever is longer (the “Mexico License
Agreement”).  MBS technology is a patented soil remediation technology
to convert contaminated soil into an insoluble, stable, non-hazardous metal
sulfide, together with any improvement, enhancement or expansion of such long
term heavy metal soil remediation process.  The Company may not
sublicense or assign any of its rights under the Mexico License Agreement
without the prior written consent of Global.  Also required under the
Mexico License Agreement, all MBS chemicals must be purchased exclusively from
Global unless otherwise agreed to in writing by Global and should the Company,
or its officers, partners or affiliates, purchase and sell or purchase and
develop any brownfield or redevelopment property after remediation, Global will
receive a 1% royalty of the sales price or the total development
cost.  Global will provide all in-house technical expertise as
required for free.  The Company will pay for all of Global’s
out-of-pocket expenses associated with site visits and other travel such as air
fare, hotels, meals and ground transportation.  In the event of
nonpayment of the above mentioned royalties, the Company shall have 10 days to
cure the default or Global may terminate the Mexico License
Agreement.
  The
annual royalty payment of $150,000 is prorated for the period from September 14,
2009 (signing date) through December 31, 2009, which was $44,384 as of December
31, 2009.
  The
license will be amortized over 15 years using the straight line
method.  The estimated amortization expense during 2009 is
$24,658.
 -25-
 On
October 7, 2009, the Company entered into an Exclusive License Agreement with
Global, the licensor, which granted an exclusive license to the Company for
brownfield and redevelopment properties located in the Country of Canada, which
utilize the patented MBS technology, for $1,525,000 and annual royalty payments
in the amount of $100,000 thereafter for a period of 15 years, or the expiration
of the MBS patents, whichever is longer (the “Canada License
Agreement”).  The Company may not sublicense or assign any of its
rights under the Canada License Agreement without the prior written consent of
Global.  Also required under the Canada License Agreement, all MBS
chemicals must be purchased exclusively from Global unless otherwise agreed to
in writing by Global and should the Company, or its officers, partners or
affiliates, purchase and sell or purchase and develop any brownfield or
redevelopment property after remediation, Global will receive a 1% royalty of
the sales price or the total development cost.  Global will provide
all in-house technical expertise as required for free.  The Company
will pay for all of Global’s out-of-pocket expenses associated with site visits
and other travel such as air fare, hotels, meals and ground
transportation.  In the event of nonpayment of the above mentioned
royalties, the Company shall have 10 days to cure the default or Global may
terminate the Canada License Agreement.
  The
annual royalty payment of $100,000 is prorated for the period from October 7,
2009 (signing date) through December 31, 2009, which was $23,288 as of December
31, 2009.
  The
license will be amortized over 15 years using the straight line method. The
estimated amortization expense during 2009 is $23,676.
  NOTE
–
5                      LOAN
FROM SHAREHOLDER
  Since its
inception, the Company’s shareholder made several loans to the Company to fund
its operations, of which $15,857 and $14,504 were forgiven during the fiscal
years ended December 31, 2009 and 2008, respectively, and recorded as additional
paid-in capital upon the cancellation.
  As of
December 31, 2009, the amount of shareholder loan was $9,045. No interest was
accrued.
  NOTE
–
6                      CAPITAL
STOCK
  On
November 19, 2009, the Company amended and restated its Articles of
Incorporation and Bylaws to include an authorized capital of 10 million shares
of Preferred Stock, par value $.001 per share, in addition to the 100 million
shares of Common Stock, par value $.001 per share, which was previously no par
value and the sole class of capital stock of the Company. Accordingly, the
statement of equity numbers in the financial statements has been restated per
FASB 128 paragraph 134.
  Effective
on November 20, 2009, the Company completed a four-for-one forward split of its
outstanding common stock.  All shareholders of record of the Company
as of November 20, 2009, will receive four shares of the Company’s common stock
for every one share owned at the close of business on November 20, 2009. Each
shareholder’s percentage ownership in the Company (and relative voting power)
will remain essentially unchanged as a result of the forward split. Accordingly,
the statement of equity and the earnings per share numbers in the financial
statements have been restated per FASB 128 paragraph 134.
  NOTE
–
7                      CANCELLATION
OF WARRANTS
  On August
14, 2007, the Company issued warrants to purchase 1,051,200 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 (the “Warrant Agreement”), as adjusted for the
Company’s four-for-one forward split of its outstanding common stock, effective
on November 20, 2009.  On September 10, 2009, the Warrant Agreement was
terminated by mutual consent of the Company and the holder and the warrants were
canceled.
  -26-
 NOTE
–
8                      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
              
              $
              2,906,221Deferred
      tax asset
              
              
              988,115Valuation
      allowance
              
              
              (988,115)Net
      Deferred tax asset
              
              $
              —
 
 Net
operating loss carryforwards totaled approximately $2,906,221 at December 31,
2009. 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 full valuation allowance at December 31,
2009 since it believes it is more likely than not that such deferred income tax
asset will not be realized.
  The
reconciliation of the income tax computed at the U.S. Federal statutory rate to
income tax expense for the years ended December 31, 2009 and 2008 and for the
period since inception is as follows:
  2009
              
              
              2008
              
              
              Cumulative
                since
                inceptionTax
      expense (benefit) at statutory rate (34%)
              
              $
              (974,119
              )
              
              $
              (8,324
              )
              
              $
              (988,115
              )Non-deductible
      expenses
              
              
              966,509
              
              
              
              —
              
              
              
              966,509Increase
      in valuation allowance
              
              
              7,610
              
              
              
              8,324
              
              
              
              21,606Income
      tax expense (benefit)
              
              $
              —
              
              
              $
              —
              
              
              $
              —
  NOTE
–
9                      IMPAIRMENT
LOSS ON LICENSES
  As of
December 31, 2009, the Company had net intangible assets of $2,839,000 due to
the licenses agreements entered between the Company and Global Technologies
Group, Inc. (see Note 4). The Company evaluated this long-lived asset and
impairment charges of $2,839,000 were recorded during the 4th
quarter of 2009 because the carrying amount of the licenses may not be fully
recoverable.
  NOTE
–
10                      GOING
CONCERN
  The
Company’s financial statements are prepared using generally accepted accounting
principles in the United States of America applicable to a going concern, which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business.  The Company has not yet established an
ongoing source of revenues sufficient to cover its operating costs and allow it
to continue as a going concern.  The ability of the Company to
continue as a going concern is dependent on the Company obtaining adequate
capital to fund operating losses until it becomes profitable.  If the
Company is unable to obtain adequate capital, it could be forced to cease
operations.  The accompanying financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern.
 -27-
  Management’s
Plan to Continue as a Going Concern
  The
Company has met its historical working capital requirements from the sale of its
capital shares and loans from shareholders.  In order to continue as a
going concern, the Company will need, among other things, additional capital
resources.  Management’s plans to obtain such resources for the
Company include (1) obtaining capital from management and significant
shareholders sufficient to meet its minimal operating expenses, and (2) seeking
out and completing a merger with an existing operating
company.  However, management cannot provide any assurance that the
Company will be successful in accomplishing any of its plans.
  The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations.   There can be no assurance that such financial
support shall be ongoing or available on terms or conditions acceptable to the
Company.
  NOTE
–
11                      DEVELOPMENT
STAGE RISK
  Since its
inception, the Company has been dependent upon the receipt of capital investment
to fund its continuing activities. In addition to the normal risks associated
with a new business venture, there can be no assurance that the Company's
business plan will be successfully executed. Our ability to execute our business
plan will depend on our ability to obtain additional financing and achieve a
profitable level of operations. There can be no assurance that sufficient
financing will be obtained.  Further, we cannot give any assurance
that we will generate substantial revenues or that our business operations will
prove to be profitable.
  NOTE
–
12                      SUBSEQUENT
EVENT
  On
January 9, 2010, the Company issued a Private Placement Memorandum
(“Memorandum”) to offer a total of 2,500,000 shares of the Company’s Common
Stock, par value $.001 per share, to “accredited investors” as defined under
Rule 501(a) of Regulation D promulgated under the Securities Act at a price of
$1.00 per share (the “Offering”).  The minimum subscription amount for
each investor in the Offering is: $500.00
 
 -28-
 Item
9.  Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure.
 
 None.
 
 Item
9A.  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
 
 Our
management of 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 officer 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:
 
 ·
              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 April 15, 2010.  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.
 -29-
 
 Based on
the assessment performed, management has concluded that the Company’s internal
control over financial reporting, as of December 31, 2009, is effective and
provides reasonable assurance regarding the reliability of its financial
reporting and the preparation of its financial statements 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, 2009.
 
 This
annual report does not include an attestation report of the Company’s registered
independent public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by the
Company’s independent registered public accounting firm pursuant to temporary
rules of the SEC that permit the Company to provide only management’s report in
this annual report.
 
 /s/ Joel
H. Edelson
 President
and Treasurer
 
 Item
9B.OtherInformation.
 
 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, 2009, but not
reported.
 
 -30-
 PART
III
 
 Item
10.  Directors, ExecutiveOfficers and Corporate
Governance.
 
 Our sole
director and executive officer and his age as of April 15, 2010, is as
follows:
 
 Name
              
              Age
              
              Principal Positions With
  UsJoel
      H. Edelson
              
              52
              
              Chairman
      of the Board, Chief Executive Officer, President, Secretary and
      Treasurer
 
 The
following describes the business experience of Joel H. Edelson, including his
other directorships held in reporting companies, if any:
 
 Joel H. Edelson has been our
Chief Executive Officer, President, Secretary, Treasurer and Director since
September 14, 2009.  From October 2006 until January 2009, Mr. Edelson
served as Vice President - Technology Licensing for UTEK
Corporation.  From June 2000 until October 2006, Mr. Edelson served as
Manager-Technology Licensing for UTEK Corporation.  From 1989 until
June 2000, Mr. Edelson served as Territory and Field Account Manager for PSS
Health Services, PSS World Medical Inc. and Diagnostic Imaging, a subsidiary of
PSS World Medical, Inc.  Mr. Edelson earned a Bachelor’s of Science
Degree from the University of Florida in 1980.
 
 A
director of the Company serves for a term of one year or until the successor is
elected at the Company’s annual shareholders’ meeting and is qualified, subject
to removal by the Company’s shareholders. An officer serves, at the pleasure of
the Board of Directors, for a term of one year and until the successor is
elected at the annual meeting of the Board of Directors and is
qualified.
 
 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.  Until such time as a business combination occurs, our
sole officer and director does not expect any change in our
management.
 
 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 407 of Regulation
S-K.
 
 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, 2009, 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.
 
 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.
 
 -31-
 Non-Involvement
in Certain Legal Proceedings
 
 None of
our directors, executive officers or control persons has been involved in any of
the events prescribed by Item 401(f) of Regulation S-K during the past
five years, including:
 
 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
      involvement in any type of business, securities or banking activities;
      or
 
 4.
              being
      found by a court of competent jurisdiction (in a civil action), the
      Securities and Exchange Commission or the Commodity Futures Trading
      Commission to have violated a federal or state securities or commodities
      law, and the judgment has not been reversed, suspended, or
      vacated.
 
 Item
11.   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.
  The
following table sets forth information concerning all cash and non-cash
compensation awarded to, earned by or paid to the following persons for services
performed for us during 2009 and 2008 in all capacities.
  Summary
Compensation Table
  Year
              
              Salary
                ($)
              
              Bonus
                ($)
              
              Stock
      Awards ($)(2)(3)
              
              Option
      Awards ($)
              
              Non-Equity
      Incentive Plan Compensation
                ($)
              
              Change
      in Pension Value and Nonqualified Deferred Compensation Earnings
      ($)
              
              All
      Other Compensation ($)
              
              Total
      ($)Name
      and Principal Position (a)
              
              (b)
              
              (c)
              
              (d)
              
              (e)
              
              (f)
              
              (g)
              
              (h)
              
              (i)
              
              (j)CEO
      Joel H. Edelson(1)
              
              
              2009
              
              $
              0
              
              $
              0
              
              $
              0
              
              $
              0
              
              $
              0
              
              $
              0
              
              $
              0
              
              $
              0CEO Paul Garcia
      (1)
              
              
              2009
              
              $
              0
              
              $
              0
              
              $
              0
              
              $
              0
              
              $
              0
              
              $
              0
              
              $
              0
              
              $
              02008
              
              $
              0
              
              $
              0
              
              $
              
              
              $
              0
              
              $
              0
              
              $
              0
              
              $
              0
              
              $
              0(1)
              Mr.
      Edelson became our Chief Executive Officer on September 10, 2009 and Mr.
      Garcia resigned on the same date.  Mr. Garcia was the only
      executive officer of the Company during the year 2008. Mr. Edelson also
      serves as Chairman, Principal Financial Officer and Principal Accounting
      Officer.
  -32-
 Employment
Agreements
  We
have not entered into any employment agreements with our executive
officers.  Our decision to enter into an employment agreement, if any, will
be made by our compensation committee.
 
 Potential
Payments Upon Termination or Change in Control
 
 There
were no potential payments or benefits payable to our named executive officer
upon her termination of employment or in connection with a change in
control.
 
 Grants
of Plan-Based Awards in 2009
 
 We have
not granted any plan-based awards to our named executive officer, since our
inception.
 
 Outstanding
Equity Awards at Fiscal Year-End
 
 We did
not have any outstanding equity awards to our named executive officer, as of
December 31, 2009, our fiscal year-end.
 
 Option
Exercises and Stock Vested in 2009
 
 Our named
executive officer did not exercise any options, nor did any unvested shares of
stock vest, during fiscal year 2009.  Our named executive officer did not
have any stock options or unvested shares of stock of the Company.
 
 Equity
Incentive Plan
 
 We expect
to adopt an equity incentive plan. The purposes of the plan are to attract and
retain qualified persons upon whom our sustained progress, growth and
profitability depend, to motivate these persons to achieve long-term company
goals and to more closely align these persons' interests with those of our other
shareholders by providing them with a proprietary interest in our growth and
performance. Our executive officers, employees, consultants and non-employee
directors will be eligible to participate in the plan.  We have not
determined the amount of shares of our common stock to be reserved for issuance
under the proposed equity incentive plan.
 
 Potential
Employment Agreement and Benefits
 
 We do not
intend to enter into an employment agreement with Joel H. Edelson, our sole
executive officer, or provide any compensation or benefits to
her.
 
 Potential
Payments Upon Termination or Change in Control
 
 As of
December 31, 2009, there were no potential payments or benefits payable to our
named executive officers upon their termination or in connection with a change
in control.
 
 Grants
of Plan-Based Awards in 2009
 
 We have
not granted any plan-based awards to our named executive officers, since our
inception.
 -33-
 Item
12.   Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters.
 
 The
following table sets forth certain information regarding beneficial ownership of
our common stock as of April 15, 2010, for:
 
 • each
person or group known to us to beneficially own 5% or more of our common
stock;
 
 • each
of our directors and director nominees;
 
 • each
of our named executive officers; and
 
 • all of
our executive officers and directors as a group.
 
 Unless
otherwise indicated below, to our knowledge, all persons listed below have sole
voting and investment power with respect to their shares of common stock, except
to the extent authority is shared by spouses under applicable law. Unless
otherwise indicated below, each entity or person listed below maintains an
address of 513 Vintage Way, Brandon, Florida  33511.
 
 The
number of shares beneficially owned by each shareholder is determined under
rules promulgated by the SEC. The information is not necessarily indicative of
beneficial ownership for any other purpose. Under these rules, beneficial
ownership includes any shares as to which the individual or entity has sole or
shared voting or investment power and any shares as to which the individual or
entity has the right to acquire beneficial ownership within 60 days after April
15, 2010, through the exercise of any stock option, warrant or other right. The
inclusion in the following table of those shares, however, does not constitute
an admission that the named shareholder is a direct or indirect beneficial
owner.
 Beneficial
      owner
              
              Number of Shares
      Beneficially
                Owned(1)
              
              
              Percentage
      of Shares Outstanding(1)Joel
      H. Edelson
              
              
              5,000,000
              
              
              
              100
              %All
      directors and executive officers as a group
              
              
              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
13.   Certain Relationships and Related
Transactions, and Director Independence.
 
 Related
Party Transactions
 
 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”.
 -34-
 
 Annual Report on
Form 10-K
 
 Copies of
our Annual Report on Form 10-K, without exhibits, can be obtained without
charge from us at Anasazi Capital Corp., 513 Vintage Way, Brandon,
Florida  33511.
 
 Item
14.   Principal Accountant Fees andServices.
 
 The
following table sets forth fees billed to us for principal accountant fees and
services during the year ended December 31, 2009 and December 31,
2008:
 2009
              
              
              2008Audit
      Fees
              
              $
              3,000
              
              
              $
              3,000Audit-Related
      Fees
              
              
              1,500
              
              
              
              2,250Tax
      Fees
              
              
              —
              
              
              
              —All
      Other Fees
              
              
              —
              
              
              
              —Total
      Audit and Audit-Related Fees
              
              $
              4,500
              
              
              $
              5,250
 
 Item
15.   Exhibits and Financial Statement
Schedules.
 
 (a)
              Exhibits
 
 The
following exhibits are filed with this report on Form 10-K:
 Exhibit
      No.
              Description3
              .1
              
              Articles
      of Incorporation, as currently in effect*3
              .2
              
              Bylaws,
      as currently in effect*4
              .1
              
              Specimen
      common stock certificate*10
              .1
              
              Stock
      Purchase Agreement among Anasazi Capital Corp., U.S.A. Capital Management
      Group, Inc. and Ruiz Family Holdings dated December 14,
    2007**10
              .2
              
              Share
      Purchase Agreement between U.S.A. Capital Management Group, Inc. and Joel
      H. Edelson dated September 10, 2009***23
              .1
              
              Consent of Lake & Associates, CPA’s LLC (filed
      herewith)31
              .1
              
              302 Certification – Joel H. Edelson (filed
      herewith)32
              .1
              
              906 Certification – Joel H. Edelson (filed
      herewith)
 
 *
              Previously
      filed with the SEC as exhibits on the registrant’s Form 10-SB General Form
      for Registration of Securities on August 28,
  2006
 **
              Previously
      filed with the SEC as an exhibit to the registrant’s Form 8-K on December
      14, 2007
 ***
                Previously
      filed with the SEC as an exhibit to the registrant’s Form 8-K on September
      11, 2009
 
 -35-
 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 15th day of April, 2010.
 
 ANASAZI CAPITAL CORP.
 
 
 By:           /s/ Joel H.
Edelson
 Joel H. Edelson
 President, Secretary and
Treasurer
 
 -36-
 Anasazi
Capital Corp.
 
 Index to
Exhibits
 23
              .1
              
              Consent of Lake & Associates, CPA’s LLC (filed
      herewith)31
              .1
              
              302 Certification – Joel H. Edelson (filed
      herewith)32
              .1
              
              906 Certification – Joel H. Edelson (filed
      herewith)