UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549









FORM
10-K







(Mark
one)




x      ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d)


OF THE
SECURITIES EXCHANGE ACT OF 1934




For the
year ended December 31, 2008






o        TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d)


OF THE
SECURITIES EXCHANGE ACT OF 1934




For the
transition period from 
to




Commission
File Number 0-32565







LED
POWER GROUP, INC.


(FORMERLY
DRAYTON HARBOR RESOURCES, INC.)


(Exact
name of registrant as specified in its Charter)




Nevada
              
              98-0501477(State
      of Incorporation)
              
              (I.R.S.
      Employer Identification No.)104
      Swallow Hill Drive
                Barnstable,
      MA
              
              02630(Address
      of Principal Executive Offices)
              
              (Zip
      Code)




Registrant’s
Telephone Number, Including Area Code:(508) 362-4420







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


NONE





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


Common
Stock, .0001 par value


(Title of
Class)





Indicate
by check mark if the registrant is a well-know seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o No x




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




Indicate
by check mark whether the issuer: (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x No o




Indicate
by check mark if disclosure of delinquent filers in response to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the 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. o




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




Large accelerated filer o
                Accelerated filer o
                Non-accelerated filer o
                Smaller reporting company x




Indicate
by check mark if the registrant is a shell company (as defined in
Rule 12b-2 of the Securities Exchange Act of 1934, as amended).
Yes o No x








Indicate
the number of shares outstanding of each of the issuer’s classes of common
equity, as of the latest practicable date: As of March 31, 2009, there were
72,500,000 shares of common stock outstanding.










DOCUMENTS
INCORPORATED BY REFERENCE





Exhibits
incorporated by reference are referred under Part IV.




TABLE
OF CONTENTS





PART 1PageITEM
      1.
                              DESCRIPTION
      OF BUSINESS
                              
                              
                              3ITEM
      1A.
                              RISK
      FACTORS
                              
                              
                              4ITEM
      1B.
                              UNRESOLVED
      STAFF COMMENTS
                              
                              
                              7ITEM
      2.
                              DESCRIPTION
      OF PROPERTY
                              
                              
                              7ITEM
      3.
                              LEGAL
      PROCEEDINGS
                              
                              
                              7ITEM
      4.
                              SUBMISSION
      OF MATTERS TO VOTE OF SECURITIES HOLDERS
                              
                              
                              7PART
      IIITEM
      5.
                              MARKET
      FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
                              
                              
                              7ITEM
      6.
                              SELECTED
      FINANCIAL DATA
                              
                              
                              8ITEM
      7.
                              MANAGEMENT’S
      DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
                              
                              
                              8ITEM
      7A.
                              QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                              
                              
                              12ITEM
      8.
                              FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
                              
                              
                              12ITEM
      9.
                              CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
                              
                              
                              12ITEM
      9A.
                              CONTROLS
      AND PROCEDURES
                              
                              
                              12ITEM
      9B.
                              OTHER
      INFORMATION
                              
                              
                              14PART
      IIIITEM
      10.
                              DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS, COMPLIANCE WITH
      SECTION 16 (a) OF THE EXCHANGE ACT
                              
                              
                              14ITEM
      11.
                              EXECUTIVE
      COMPENSATION
                              
                              
                              16ITEM
      12.
                              SECURITY
      OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDERS MATTERS
                              
                              
                              16ITEM
      13.
                              CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS
                              
                              
                              18ITEM
      14.
                              PRINCIPAL
      ACCOUNTANTS FEES AND SERVICES
                              
                              
                              18PART
      IVITEM
      15.
                              EXHIBITS
      AND REPORTS ON FORM 8-K
                              
                              
                              20SIGNATURES
                              
                              
                              
                              21


2


PART
I.





ITEM
1. BUSINESS





Background





LED Power
Group, Inc. (“we”, “us”, “our” or the “Company”) was organized under the laws of
the State of Nevada on June 8, 2006 under the name “Drayton Harbor Resources,
Inc.” and was engaged in the exploration of mineral interest located in British
Columbia, Canada. We have relinquished our rights to this mineral interest and
changed our focus to the research, development, manufacturing and sales of
light-emitting diode (LED) products towards the end of 2008.





In
furtherance of our business objectives, on January 12, 2009, we entered into a
definitive Agreement and Plan of Merger with LED Power Group, Inc. f.k.a. LED
Power, Inc., a Nevada corporation ("LPG") and Drayton Acquisition Sub, Inc., our
wholly-owned subsidiary, whereby Drayton Acquisition Sub, Inc. merged with and
into LPG, with LPG remaining as the surviving entity and becoming our
wholly-owned subsidiary.  Under the terms of the Agreement and Plan of
Merger, we issued 9,000,000 pre-split shares of our common stock to Trussnet
Capital Partners (Cayman) Ltd. for all of the issued and outstanding shares of
LPG.  LPG has limited operations and owns the rights to an assignment
agreement with Jumbo Power Technology Ltd., Liao Pheng-Piao and Liu Chih-Chun
(“Licensors”) dated December 2008 (the “Assignment Agreement”).  Under
the terms of the Assignment Agreement, LPG was licensed the exclusive rights to
certain intellectual property owned by Licensors in relation to the production
of LED products.





To
further facilitate our shift in business focus, on January 16, 2009, we effected
a 2.5 for 1 forward stock split of all of our issued and outstanding shares of
common stock. Additionally, on February 2, 2009, we merged with our wholly-owned
subsidiary LPG for the purposes of effective a name change to “LED Power Group,
Inc.”




Development




We
currently have no revenue from operations. In order to meet our business
objectives, we will need to raise additional funds through equity or convertible
debt financing. There can be no assurance that we will be successful in raising
additional funds and, if unsuccessful, our plans for expanding operations and
business activities may have to be curtailed. Any attempt to raise funds,
through debt or equity financing, would likely result in dilution to existing
shareholders.


3




We
continue to operate with very limited administrative support, and our current
officers and directors continue to be responsible for many duties to preserve
our working capital.




We do not
anticipate making any major purchases of capital assets in the next six months.
We believe that, with our current efforts to raise capital, we will have
sufficient cash resources to satisfy our needs over the next twelve months. Our
ability to satisfy cash requirements thereafter will determine whether we
achieve our business objectives. Should we require additional cash in the
future, there can be no assurance that we will be successful in raising
additional debt or equity financing on terms acceptable to our company, if at
all.





Employees





As of
December 31, 2008, we had no full time employees. We currently utilize temporary
contract labor throughout the year to address business and administrative
needs.





ITEM
1A.  RISK FACTORS





RISKS
RELATED TO OUR BUSINESS




Investors
should carefully consider the risks described below before deciding whether to
invest in our common stock. The risks described below are not the only ones we
face. Additional risks not presently known to us or that we currently believe
are immaterial may also impair our business operations and financial results. If
any of the following risks actually occurs, our business, financial condition or
results of operations could be adversely affected. In such case, the trading
price of our common stock could decline and you could lose all or part of your
investment. Our filings with the Securities and Exchange Commission also contain
forward-looking statements that involve risks and uncertainties. Our actual
results could differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including the risks we face described
below.




Our
limited operating history may not serve as an adequate basis to judge our future
prospects and results of operations.




We have a
limited operating history. As such, our historical operating results may not
provide a meaningful basis for evaluating our business, financial performance
and prospects. Accordingly, you should not rely on our results of operations for
any prior periods as an indication of our future performance. Our operations
will be subject to all the risks inherent in the establishment of a developing
enterprise and the uncertainties arising from the absence of a significant
operating history.  We are in the development stage and potential
investors should be aware of the difficulties normally encountered by
enterprises in the development stage. If our business plan is not successful,
and we are not able to operate profitably, investors may lose some or all of
their investment in our company.




We
have incurred losses in prior periods and may incur losses in the
future.




We
incurred net losses of $102,841 for the period from June 8, 2006 (inception) to
December 31, 2008. We cannot be assured that we can achieve or sustain
profitability on a quarterly or annual basis in the future. Our operations are
subject to the risks and competition inherent in the establishment of a business
enterprise. There can be no assurance that future operations will be profitable.
We may not achieve our business objectives and the failure to achieve such goals
would have an adverse impact on us.




If we are unable to obtain additional
funding our business operations will be harmed and if we do obtain additional
financing our then existing shareholders may suffer substantial
dilution.




We will
require additional funds to meet our business objectives, and to take advantage
of any available business opportunities.  In order to meet our
obligations, we will have to raise additional funds. Obtaining additional
financing will be subject to market conditions, industry trends, investor
sentiment and investor acceptance of our business plan and management. These
factors may make the timing, amount, terms and conditions of additional
financing unattractive or unavailable to us. If we are not successful in
achieving financing in the amount necessary to further our operations,
implementation of our business plan may fail or be delayed.


4




If we are unable to successfully
recruit qualified managerial and experienced personnel, we may not be able to
execute on our business plan.




In order
to successfully implement and manage our business plan, we will be dependent
upon, among other things, successfully recruiting qualified managerial and
experienced personnel. Competition for qualified individuals is intense. There
can be no assurance that we will be able to find, attract and retain existing
employees or that we will be able to find, attract and retain qualified
personnel on acceptable terms.




We
are subject to new corporate governance and internal control reporting
requirements, and our costs related to compliance with, or our failure to comply
with existing and future requirements, could adversely affect our
business.




We may
face new corporate governance requirements under the Sarbanes-Oxley Act of 2002,
as well as new rules and regulations subsequently adopted by the SEC and the
Public Company Accounting Oversight Board. These laws, rules and regulations
continue to evolve and may become increasingly stringent in the future. In
particular, under rules proposed by the SEC on August 6, 2006 we are required to
include management's report on internal controls as part of our annual report
for the fiscal year ending December 31, 2008 pursuant to Section 404 of the
Sarbanes-Oxley Act. Furthermore, under the proposed rules, an attestation report
on our internal controls from our independent registered public accounting firm
will be required as part of our annual report for the fiscal year ending
December 31, 2009. The financial cost of compliance with these laws, rules and
regulations is expected to be substantial. We cannot assure you that we will be
able to fully comply with these laws, rules and regulations that address
corporate governance, internal control reporting and similar matters. Failure to
comply with these laws, rules and regulations could materially adversely affect
our reputation, financial condition and the value of our
securities.




If
LED lighting does not achieve greater market acceptance, or if alternative
technologies are developed and gain market traction, prospects for our growth
and profitability would be limited.




Our
future success depends on increased market acceptance of LED
lighting.  Potential customers for LED lighting systems may be
reluctant to adopt LED lighting as an alternative to traditional lighting
technology because of its higher initial cost and relatively low light output
per unit in comparison with the most powerful traditional lighting devices. In
addition, our potential customers may have substantial investments and know-how
related to their existing lighting technologies, and may perceive risks relating
to the novelty, complexity, reliability, quality, usefulness and
cost-effectiveness of LED products when compared to other lighting sources
available in the market. If acceptance of LED lighting does not increase
significantly, then opportunities to grow our revenues and operate profitably
would be limited. Moreover, if effective new sources of light other than LED
devices are developed, our prospective products and current technologies could
become less competitive or obsolete. Any of these factors could have a material
and adverse impact on our growth and profitability.




The
technology used in the LED industry continues to change rapidly and if we are
unable to modify our products to adapt to future changes in the LED industry, we
will be unable to attract or retain customers.




The LED
industry has been characterized by a rapid rate of development of new
technologies and manufacturing processes, rapid changes in customer
requirements, frequent product introductions and ongoing demands for greater
functionality. Our future success will likely depend on our ability to develop
new products for use in LED applications and to adjust our product
specifications in response to these developments in a timely manner. If our
development efforts are not successful or are delayed, or if our newly developed
products do not achieve market acceptance, we may be unable to attract or retain
customers and our operating results could be harmed.




Our
efforts to develop new products involve several risks, including:




•
            our
      ability to anticipate and respond in a timely manner to changes in
      customer requirements;




•
            the
      significant research and development investment that we may be required to
      make before market acceptance of a particular new or enhanced
      product;




•
            the
      possibility that the LED industry may not accept our products after we
      have invested a significant amount of resources in development;
      and




•
            competition
      from new technologies, processes and products introduced by our current or
      future competitors.




5




The markets in
which we operate are very competitive, and many of our competitors and potential
competitors are larger, more established and better capitalized than we
are.




The
markets in which we operate are very competitive and have been characterized by
rapid technological change. This competition could result in increased pricing
pressure, reduced profit margins, increased sales and marketing expenses, and
failure to increase, or the loss of, market share or expected market share, any
of which would likely seriously harm our business, operating results and
financial condition.




Some of
our competitors and potential competitors are substantially larger and have
greater financial, technical, marketing and other resources than we do. Given
their capital resources, the large companies with whom we compete or may compete
in the future, are in a better position to substantially increase their
manufacturing capacity, research and development efforts or to withstand any
significant reduction in orders by customers in our markets. Such larger
companies typically have broader and diverse product lines and market focus and
thus are not as susceptible to downturns in a particular market. In addition,
some of our competitors have been in operation much longer than we have and
therefore may have more long-standing and established relationships with
potential domestic and foreign customers.




We would
be at a competitive disadvantage if our competitors bring their products to
market earlier, if their products are more technologically capable than ours, or
if any of our competitors’ products or technologies were to become preferred in
the industry. Moreover, we cannot be assured that potential customers will not
develop their own products, or acquire companies with products, that are
competitive with our future products. Any of these competitive threats could
have a material adverse effect on our business, operating results or financial
condition.




We
may be subject to numerous environmental laws and regulations, which could
expose us to environmental liabilities, increase our manufacturing and related
compliance costs or otherwise adversely affect our business and operating
results.




We may be
subject to a variety of foreign, federal, state and local laws and regulations
governing the protection of the environment. These environmental laws and
regulations include those relating to the use, storage, handling, discharge,
emission, disposal and reporting of toxic, volatile or otherwise hazardous
materials used in our planned manufacturing processes. These materials may have
been or could be released into the environment at properties operated by us, at
other locations during the transport of the materials, or at properties to which
we send substances for treatment or disposal. If we were to violate or become
liable under environmental laws and regulations or become non-compliant with
permits required at some of our planned facilities, we could be held financially
responsible and incur substantial costs, including investigation and cleanup
costs, fines and civil or criminal sanctions, third-party property damage or
personal injury claims. In addition, new laws and regulations or stricter
enforcement of existing laws and regulations could give rise to additional
compliance costs and liabilities.




Our
board of directors does not intend to declare or pay any dividends to our
stockholders in the foreseeable future.




The
declaration, payment and amount of any future dividends will be made at the
discretion of our board of directors, and will depend upon, among other things,
the results of our operations, cash flows and financial condition, operating and
capital requirements, and other factors the board of directors considers
relevant. There is no plan to pay dividends in the foreseeable future, and if
dividends are paid, there can be no assurance with respect to the amount of any
such dividend.




Nevada
law and our articles of incorporation authorize us to issue shares of stock,
which shares may cause substantial dilution to our existing shareholders and/or
have rights and preferences greater than our common stock.




Pursuant
to our Articles of Incorporation, we have, as of the date of this Report,
600,000,000 shares of common stock authorized. As of the date of this Report, we
have 72,500,000 shares of common stock issued and outstanding. As a result, our
Board of Directors has the ability to issue a large number of additional shares
of common stock without shareholder approval, which if issued could cause
substantial dilution to our then shareholders.


6




A limited public trading market
exists for our common stock, which makes it more difficult for our stockholders
to sell their common stock in the public markets.




Although
our common stock is quoted on the OTCBB under the symbol “LEDP” there is a
limited public market for our common stock. No assurance can be given that an
active market will develop or that a stockholder will ever be able to liquidate
its shares of common stock without considerable delay, if at all. Many brokerage
firms may not be willing to effect transactions in the securities. Even if a
purchaser finds a broker willing to effect a transaction in these securities,
the combination of brokerage commissions, state transfer taxes, if any, and any
other selling costs may exceed the selling price. Furthermore, our stock price
may be impacted by factors that are unrelated or disproportionate to our
operating performance. These market fluctuations, as well as general economic,
political and market conditions, such as recessions, lack of available credit,
interest rates or international currency fluctuations may adversely affect the
market price and liquidity of our common stock.




Our common stock may be subject to
the penny stock rules which may make it more difficult to sell our common
stock.




The
Securities and Exchange Commission has adopted regulations which generally
define a “penny stock” to be any equity security that has a market price, as
defined, 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 to persons other than established customers and
accredited investors such as, institutions with assets in excess of $5,000,000
or an individual with net worth in excess of $1,000,000 or annual income
exceeding $200,000 or $300,000 jointly with his or her 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 affect the ability of our
stockholders to sell their shares in the secondary market.





ITEM
1B. UNRESOLVED STAFF COMMENTS





None.





ITEM
2.  PROPERTIES





We
currently maintain our registered offices at 104 Swallow Hill Drive, Barnstable,
MA 02630.





ITEM
3.  LEGAL PROCEEDINGS





None.





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





None.





PART
II





ITEM
5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER





Market
Information




Our
common stock currently trades on the OTC Bulletin Board (“OTCBB”) exchange under
the symbol LEDP.OB. The following table sets forth the range of high and low
closing sales prices for our common stock as reported on the OTCBB for the
periods indicated below.  Prior to October 6, 2008, there was no
established trading market for our common stock.  Our common stock
began trading on the OTCBB on October 6, 2008.  The quotations below
reflect inter-dealer prices, without retail mark-up, markdown or commission, and
may not represent actual transactions.


7




Common Stock
                  
                  Low
                  
                  
                  HighYear
      Ended December 31, 2008Fourth
      Quarter (October 6, 2008 – December 31, 2008)
                  
                  $
                  0.20
                  
                  
                  $
                  0.52





The
closing price for our common stock on December 31, 2008 was $0.43.





Stockholders










Dividends





We have
not paid dividends to date and do not anticipate paying any dividends in the
foreseeable future. Our Board of Directors intends to follow a policy of
retaining earnings, if any, to finance our growth. The declaration and payment
of dividends in the future will be determined by our Board of Directors in light
of conditions then existing, including our earnings, financial condition,
capital requirements and other factors.





Securities
Authorized For Issuance under Equity Compensation Plans





None.





ITEM
6. SELECTED FINANCIAL DATA.





As a
smaller reporting company, we are not required to provide this
information.





ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS





The
following discussion should be read in conjunction with our consolidated
financial statements and notes thereto included elsewhere in this Report.
Forward looking statements are statements not based on historical information
and which relate to future operations, strategies, financial results or other
developments. Forward-looking statements are based upon estimates, forecasts,
and assumptions that are inherently subject to significant business, economic
and competitive uncertainties and contingencies, many of which are beyond our
control and many of which, with respect to future business decisions, are
subject to change. These uncertainties and contingencies can affect actual
results and could cause actual results to differ materially from those expressed
in any forward-looking statements made by us, or on our behalf. We disclaim any
obligation to update forward-looking statements.




The
discussion and financial statements contained herein are for our fiscal year
ended December 31, 2008 and December 31, 2007. The following discussion
regarding our financial statements should be read in conjunction with our
financial statements included herewith.




Financial Condition as of December
31, 2008.




We
reported total current assets of $10,010 at December 31, 2008, consisting of
cash of $10 and prepaid of $10,000.  Total current liabilities
reported of $97,851 consisted of $39,576 in accounts payable and accrued
liabilities and of $58,275 in notes, interest on notes and advances. We had a
working capital deficiency of $87,841 at December 31, 2008.




Stockholders'
Deficiency increased from $17,545 for the year ended December 31 2007 to $87,841
at December 31, 2008.




We are
currently a development stage company focused in the LED industry, and
evaluating opportunities for expansion within that industry through acquisition
or other strategic relationships.


8




Plan of Operation




Background


We were
organized under the laws of the State of Nevada on June 8, 2006 under the name
“Drayton Harbor Resources, Inc.” and were engaged in the exploration of mineral
interest located in British Columbia, Canada. We have relinquished our rights to
this mineral interest and changed our focus to the research, development,
manufacturing and sales of light-emitting diode (LED) products towards the end
of 2008.





In
furtherance of our business objectives, on January 12, 2009, we entered into a
definitive Agreement and Plan of Merger with LED Power Group, Inc. f.k.a. LED
Power, Inc., a Nevada corporation ("LPG") and Drayton Acquisition Sub, Inc., our
wholly-owned subsidiary, whereby Drayton Acquisition Sub, Inc. merged with and
into LPG, with LPG remaining as the surviving entity and becoming our
wholly-owned subsidiary.  Under the terms of the Agreement and Plan of
Merger, we issued 9,000,000 pre-split shares of our common stock to Trussnet
Capital Partners (Cayman) Ltd. for all of the issued and outstanding shares of
LPG.  LPG has limited operations and owns the rights to an assignment
agreement with Jumbo Power Technology Ltd., Liao Pheng-Piao and Liu Chih-Chun
(“Licensors”) dated December 2008 (the “Assignment Agreement”).  Under
the terms of the Assignment Agreement, LPG was licensed the exclusive rights to
certain intellectual property owned by Licensors in relation to the production
of LED products.




To
further facilitate our shift in business focus, on January 16, 2009, we effected
a 2.5 for 1 forward stock split of all of our issued and outstanding shares of
common stock. Additionally, on February 2, 2009, we merged with our wholly-owned
subsidiary LPG for the purposes of effective a name change to “LED Power Group,
Inc.”




We
currently have no revenue from operations. In order to meet our business
objectives, we will need to raise additional funds through equity or convertible
debt financing. There can be no assurance that we will be successful in raising
additional funds and, if unsuccessful, our plans for expanding operations and
business activities may have to be curtailed. Any attempt to raise funds,
through debt or equity financing, would likely result in dilution to existing
shareholders.




Cash and Cash
Equivalents




As of
December 31, 2008, we had cash of $10.  As such, we anticipate that we
will have to raise additional capital through debt or equity financings to fund
our operations and execute our business plan during the next 6 to 12
months.




Critical
Accounting Policies




The
preparation of financial statements in conformity with United States generally
accepted accounting principles requires management of our company 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.




Our
management routinely makes judgments and estimates about the effects of matters
that are inherently uncertain. As the number of variables and assumptions
affecting the probable future resolution of the uncertainties increase, these
judgments become even more subjective and complex. Our significant accounting
policies are discussed in Note 2 to our financial statements for the fiscal year
ended December 31, 2008 included in the Form 10-K. We have identified the
following accounting policies, described below, as the most important to an
understanding of our current financial condition and results of
operations.




Exploration
stage company


The
Company complies with Financial Accounting Standard Board Statement (“SFAS”) No.
7 for its characterization of the Company as an Exploration Stage
Company.  The Company is devoting substantially all of its present
efforts to establish a new business and none of its planned principal operations
have commenced.





Mineral
properties


Costs of
license acquisitions, exploration, carrying and retaining unproven mineral
properties and leased properties are expensed as incurred.


9


Loss
per share


In
accordance with SFAS No. 128, Earnings Per Share, the basic
loss per common share is computed by dividing net loss available to common
stockholders by the weighted average number of common shares outstanding.
Diluted loss per share is computed by dividing net loss by the weighted average
number of shares of common stock, common stock equivalents and potentially
dilutive securities outstanding during each period. Diluted loss per common
share is not presented because it is anti-dilutive. The weighted average number
of shares outstanding during the periods has been retroactively restated to
reflect a forward stock split of 4 new shares for one old share, effective on
January 4, 2008








Results
of Operations




The
following is Management’s discussion and analysis of certain significant factors
which have affected the Company’s financial condition and results of operations
during the periods included in the accompanying financial
statements.





Results of Operations for the Year
Ended December 31, 2008 as Compared to the Year Ended December 31,
2007





Results of Operations, Year Ended
                  
                  December 31,
                    2008
                  
                  
                  December 31,
                    2007Corporate
      fees
                  
                  $
                  -
                  
                  
                  $
                  450Executive
      compensation
                  
                  
                  2,500
                  
                  
                  
                  -Professional
      fees
                  
                  
                  45,045
                  
                  
                  
                  16,240Investor
      relations
                  
                  
                  22,500
                  
                  
                  
                  -Interest
      expense
                  
                  
                  251
                  
                  
                  
                  -$
                  70,296
                  
                  
                  $
                  16,690




General
and administrative expenses




During
the fiscal year ended December 31, 2008, we incurred total expenses of $70,296,
as compared to $16,690 for the year ended December 31, 2007. These expenses were
related mainly to investor relations and professional fees.  Other
expenses were incurred in relation to activities associated with maintaining a
public listing, such as legal and accounting fees.




Expenses
or other cash flows in this period may not be indicative of future periods as we
are in the early development stage.


10


Results of Operations for the Year
Ended December 31, 2007 as Compared to the period from inception (June 8, 2006)
to December 31, 2006





Results of Operations, Year Ended
                  
                  December 31,
                    2007
                  
                  
                  Inception
                    (June8, 2006)
                    toDecember
                    31,2006Corporate
      fees
                  
                  $
                  450
                  
                  
                  $
                  855Professional
      fees
                  
                  
                  16,240
                  
                  
                  
                  -Impairment
      of mineral rights
                  
                  
                  -
                  
                  
                  
                  15,000$
                  16,690
                  
                  
                  $
                  15,855





General
and administrative expenses




During
the fiscal year ended December 31, 2007, we incurred total expenses of $16,690,
as compared to $15,855 for the period form inception (June 8, 2006) to December
31, 2006. These expenses were related mainly to professional fees for activities
associated with maintaining a public listing, such as legal and accounting
fees.




Liquidity
and Capital Resources




As of
December 31, 2008, we had cash of $10, and working capital deficiency of
$87,841.  During the period ended December 31, 2008, we funded our
operations from the proceeds of private sales of equity and convertible notes.
We plan to continue further financings and we believe that this will provide
sufficient working capital to fund our operations for at least the next 12
months. Changes in our operating plans, increased expenses, additional
acquisitions, or other events, may cause us to seek additional equity or debt
financing in the future.




For the
period ended December 31, 2008, we used $41,007 in cash flows to fund operating
activities. Net cash used in operating activities reflected $10,000 in prepaid
expenses offset by an increase of $39,038 251 in accounts payable.




We raised
$41,007 during the fiscal year ended December 31, 2008 from the proceeds of
demand notes and $10 from an advance.




We
anticipate that our cash requirements will be significant in the near term due
to contemplated development, manufacturing, marketing and sales of our LED
technologies and products. Accordingly, we expect to continue to use cash to
fund operations for at least the remaining of our fiscal year ended December 31,
2009, as we look to generating sufficient revenue to meet our
needs.





Off-Balance
Sheet Arrangements





We
presently do not have any off-balance sheet arrangements.





Capital
Expenditures





We did
not make any capital expenditures in the fiscal year ended December 31,
2008.





The
following table outlines payments due under our significant contractual
obligations over the periods shown, exclusive of interest:


11





Payments Due by
                  PeriodContract Obligations
                  At December 31, 2008
                
                Total
                
                
                Less than
                  1 Year
                
                
                1-3 years
                
                
                3-5 years
                
                
                More than
                  5 yearsTotal Debt
                
                $
                58,265
                
                
                $
                58,265
                
                
                $
                
                
                
                $
                
                
                
                $


The above table outlines our
obligations as of December 31, 2008 and does not reflect any changes in our
obligations that have occurred after that
date.





ITEM
7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





As a
smaller reporting company, we are not required to provide this
information.





ITEM
8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.





The
Annual Financial Statements for the year ended December 31, 2008 will follow the
text of this Form 10-K.





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





None.





ITEM
9A(T).  CONTROLS AND PROCEDURES.





We
carried out an evaluation, under the supervision and with the participation of
our management, including our Principal Executive Officer along with our
Principal Financial Officer, of the effectiveness of the design of the our
disclosure controls and procedures (as defined by Exchange Act
Rule 13a-15(e) and 15a-15(e)) as of the end of our fiscal year pursuant to
Exchange Act Rule 13a-15. Based upon that evaluation, our Chief Executive
Officer along with our Chief Financial Officer concluded that our disclosure
controls and procedures are not effective in ensuring that information required
to be disclosed by us in reports that we file or submit under the Exchange Act
is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission’s rules and forms. This
conclusion is based primarily upon the factors discussed below.





Management’s Report on Internal
Control over Financial Reporting





Our
management 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, our principal executive and principal financial officers and
effected by our 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
accounting principles generally accepted in the United States of America 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 our
      assets;





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





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




12


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.  All internal control
systems, no matter how well designed, have inherent
limitations.  Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement
preparation and presentation.  Because of the inherent limitations of
internal control, there is a risk that material misstatements may not be
prevented or detected on a timely basis by internal control over financial
reporting. However, these inherent limitations are known features of the
financial reporting process.  Therefore, it is possible to design into
the process safeguards to reduce, though not eliminate, this risk.





As of
December 31, 2008, our management assessed the effectiveness of our internal
control over financial reporting based on the criteria for effective internal
control over financial reporting established in Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") and SEC guidance on conducting such
assessments.  Based on that evaluation, they concluded that, during
the period covered by this report, such internal controls and procedures were
not effective to detect the inappropriate application of US GAAP rules as more
fully described below.  This was due to deficiencies that existed in
the design or operation of our internal controls over financial reporting that
adversely affected our internal controls and that may be considered to be
material weaknesses.





The
matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee due
to a lack of a majority of independent members and a lack of a majority of
outside directors on our board of directors, resulting in ineffective oversight
in the establishment and monitoring of required internal controls and
procedures; (2) inadequate segregation of duties consistent with control
objectives; and (3) ineffective controls over period end financial disclosure
and reporting processes.





Our
management believes that the material weaknesses set forth in items (2) and (3)
above did not have an effect on our financial results.  However, our
management believes that the lack of a functioning audit committee and the lack
of a majority of outside directors on our board of directors results in
ineffective oversight in the establishment and monitoring of required internal
controls and procedures, which could result in a material misstatement in our
financial statements in future periods.





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





Management’s
Remediation Initiatives





In an
effort to remediate the identified material weaknesses and other deficiencies
and enhance our internal controls, we have initiated, or plan to initiate upon
the receipt of sufficient funds and increase in operations, the following series
of measures:





·
            We
      will create a position to segregate duties consistent with control
      objectives and will increase our personnel resources and technical
      accounting expertise within the accounting
  function;


·
            We
      plan to appoint one or more outside directors to our board of directors
      who shall be appointed to an audit committee resulting in a fully
      functioning audit committee who will undertake the oversight in the
      establishment and monitoring of required internal controls and procedures
      such as reviewing and approving estimates and assumptions made by
      management.





We
anticipate that these initiatives will be at least partially, if not fully,
implemented by December 31, 2009.  Additionally, we plan to test our
updated controls and remediate our deficiencies by December 31,
2009.





Changes
in Internal Control over Financial Reporting





We have
had very limited operations and there were no changes in our internal controls
over financial reporting that occurred during the three months ended December
31, 2008 that have materially affected, or are reasonably likely to materially
affect, our internal controls over financial reporting. We believe that a
control system, no matter how well designed and operated, cannot provide
absolute assurance that the objectives of the control system are met, and no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within any company have been
detected.


13


ITEM
9B.  OTHER INFORMATION.





We
entered into a term promissory note with Coach Capital LLC dated December 4,
2008 where we borrowed $15,053 at simple interest of 10% per
annum.  Coach may demand the repayment of the loan at any
time.


Subsequent
to our fiscal year ended December 31, 2008, on January 3, 2009, we amended our
bylaws to increase the authorized number of directors to seven.





PART
III





ITEM
10.  DIRECTORS, EXECUTIVES OFFICERS AND CORPORATE
GOVERNANCE.





Directors
and Executive Officers





The
following table sets forth the names and ages of our current directors and
executive officers, the principal offices and positions held by each
person:





Person
                    
                    Age
                    
                    PositionJohn
      J. Lennon
                    
                    53
                    
                    President,
      Chief Executive Officer, Treasurer, Secretary,
  Director





John
J. Lennon





On
December 1, 2008, the Board of Directors of the Company appointed Mr. John J.
Lennon as President, Secretary, Treasury and sole member of the Board of
Directors of the Company.





Mr.
Lennon has served as President of Chamberlain Capital Partners since 2004,
Director of American Durahomes from 2006, and Treasurer/Director/VP of Finance
of US Starcom from 2005-2007. Chamberlain Capital Partners assists companies in
the area of maximizing shareholder value through increased sales, cost reduction
and refined business strategy. Mr. Lennon has also assisted companies in
obtaining debt financing, private placements and other methods of funding. He is
responsible for corporate reporting, press releases, and funding related
initiatives for American Durahomes, a private corporation, and previously for US
Starcom, a public entity. On December 31, 2007, Mr. Lennon was appointed Chief
Executive Officer, President, Chief Financial Officer, Secretary, Treasurer and
director of Explortex Energy Inc., a publicly reporting company, which is a
natural resource exploration company engaged in the participation in drilling of
oil and gas in the United States.  From 1987 to 2004, Mr. Lennon
served as Senior Vice President of Janney Montgomery Scott, Osterville, MA,
Smith Barney and Prudential Bache Securities, managing financial assets for high
net worth individuals.  Since May 30, 2008, Mr. Lennon has been a
director, Treasurer and VP of Finance of Brite-Strike Tactical Illumination
Products, Inc., a public company.





Audit
Committee





Our  Board
of Directors  has not  established  a
separate  audit committee within the meaning of
Section  3(a)(58)(A) of the Securities  Exchange Act of
1934,  as
amended  (the  "Exchange  Act").  Instead,
the entire Board of Directors acts as the audit committee within the meaning of
Section 3(a)(58)(B) of the  Exchange  Act.  We are
seeking candidates for outside directors to serve on a separate audit committee
when we establish one. Due to our small size and limited operations and
resources, it has been difficult to recruit outside
directors.


14


Audit
Committee Financial Expert





We
currently do not have an audit committee financial expert, or an independent
audit committee expert on our Board of Directors.





Code
of Ethics





Given our
limited operations and resources and because we are in the development stage, we
have not yet adopted a code of ethics. Upon commencement of significant
operations and hiring other executive officers, we intend to adopt a code of
ethics that will apply to all our officers, directors and
employees.





Compliance
with Section 16(a) of the Securities Exchange Act of 1934





Based
solely upon a review of Forms 3, 4 and 5 delivered to us as filed with the
Securities Exchange Commission, each of our former President and Director,
Bhupinder Malhi, and our former Chief Financial Officer and Secretary, Rogel
Gregorio, failed to file on a timely basis Form 3 and Form 4s as required
pursuant to Section 16(a) of the Securities Exchange Act.  Mr. Malhi
and Mr. Gregorio failed to file any reports during the fiscal year ended
December 31, 2008.





Except as
set forth above, and based solely upon a review of Forms 3, 4 and 5 delivered to
us as filed with the Securities Exchange Commission, our executive officers and
directors, and persons who own more than 10% of our Common Stock timely filed
all required reports pursuant to Section 16(a) of the Securities Exchange
Act.


15


ITEM
11.  EXECUTIVE COMPENSATION.





The
summary compensation table below shows certain compensation information for
services rendered in all capacities to us by our principal executive officer and
by each other executive officer whose total annual salary and bonus exceeded
$100,000 during the fiscal periods ended December 31, 2008 and December 31,
2007. Other than as set forth below, no executive officer’s total annual
compensation exceeded $100,000 during our last fiscal period.





Summary
Compensation Table





Name andPrincipal Position (a)
                        
                        Year
                          (b)
                        
                        Salary
                          ($)
                          (c)
                        
                        
                        Bonus
                          ($)
                          (d)
                        
                        
                        Stock
                          Awards
                          ($)
                          (e)(2)
                        
                        
                        Option
                          Awards
                          ($)
                          (f)
                        
                        Non
                          Equity
                          Incentive
                          Plan
                          Compensa
                          tion
                          ($)
                          (g)
                        
                        Non-qualified
                          Deferred
                          Compensation
                          Earnings
                          ($)
                          (h)
                        
                        
                        All
      Other
                          Compensa
                          tion
                          ($)
                          (i)
                        
                        
                        Total
                          ($)
                          (j)John
      J. Lennon,
                        
                        2008
                        
                        $
                        2,500
                        
                        
                        $
                        -0-
                        
                        
                        $
                        -0-
                        
                        
                        $
                        -0-
                        
                        
                        
                        -0-
                        
                        
                        
                        -0-
                        
                        
                        $
                        2,500
                        
                        
                        $
                        2,500




(1)
            The
      Company entered into a Management and Governance Consultant Agreement with
      Chamberlain Capital Partners on December 1, 2008.  Pursuant to
      the agreement, Chamberlain Capital Partners provides services to us
      relating to corporate management and governance and consults with our
      officers and employees concerning matters relating to corporate
      management, governance, including day-to-day operations, accounting,
      regulatory compliance, marketing and investor relation services. We agreed
      to pay Chamberlain Capital Partners $2,500 per month for services rendered
      pursuant to the agreement. The agreement will expire pursuant to its own
      terms on November 30, 2009, and either party may terminate the agreement
      at any time by providing 30 days written notice to the other party. Mr.
      Lennon is the president of Chamberlain Capital
  Partners.


Mr.
Lennon billed a total of $2,500 for the fiscal year ended December 31,
2008.




President,
Chief Executive Officer,
 Treasurer,
Secretary, Director (1)


Director
Compensation





We do not
pay compensation to directors for attendance at meetings. We do reimburse
directors for reasonable expenses incurred during the course of their
performance. There has been no compensation awarded to, earned by, or paid to
any of our named directors during the last fiscal year.





Pension
and Retirement Plans





Currently,
we do not offer any annuity, pension or retirement benefits to be paid to any of
our officers, directors or employees, in the event of retirement. There are also
no compensatory plans or arrangements with respect to any individual named above
which results or will result from the resignation, retirement or any other
termination of employment with our company, or from a change in the control of
our Company.





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





Securities
Authorized For Issuance Under Equity Compensation Plans





None.





16







The
following table sets forth, as of March 27, 2009, the number and percentage of
outstanding shares of our common stock owned by (i) each person known to us to
beneficially own more than 5% of our outstanding common stock, (ii) each
director, (iii) each named executive officer, and (iv) all executive officers
and directors as a group. Share ownership is deemed to include all shares that
may be acquired through the exercise or conversion of any other security
immediately or within the next sixty days. Such shares that may be so acquired
are also deemed outstanding for purposes of calculating the percentage of
ownership for that individual or any group of which that individual is a member.
Unless otherwise indicated, the stockholders listed possess sole voting and
investment power with respect to the shares shown.





Name and Address of Beneficial Owner
                                      (1)
                                    
                                    Amount and Nature of
                                      Beneficial Ownership (2)
                                    
                                    
                                    Percent of Class
                                      of Common StockJohn
      J. Lennon
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -104
      Swallow Hill Drive
                                      Barnstable,
      MA 02630Westmoore
      Management LLC
                                    
                                    
                                    14,250,000
                                    
                                    
                                    
                                    19.66
                                    %8141
      E. Kaiser Blvd. Suite 312
                                      Anaheim
      Hills, California 92808Trussnet
      Capital Partners (Cayman) Ltd.
                                    
                                    
                                    22,500,000
                                    
                                    
                                    
                                    31.03
                                    %8105
      Irvine Center Drive, Suite 800Irvine,
      California 92618Ownership
      of all directors
                                      and
      officers as a group (1 person)
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -





(1)
              Unless
      otherwise noted, the security ownership disclosed in this table is of
      record and beneficial.  Unless provided for otherwise, the
      address for each of the beneficial owners named below is the Company's
      business address.
 
 (2)
              Under
      Rule 13-d under the Exchange Act, shares not outstanding but subject to
      options, warrants, rights, conversion privileges pursuant to which such
      shares may be acquired in the next 60 days are deemed to be outstanding
      for the purpose of computing the percentage of outstanding shares owned by
      the persons having such rights, but are not deemed outstanding for the
      purpose of computing the percentage for such other
  persons.




We do not
know of any other shareholder who has more than 5 percent of the issued
shares.





There are
no voting trusts or similar arrangements known to us whereby voting power is
held by another party not named herein. We know of no trusts, proxies, power of
attorney, pooling arrangements, direct or indirect, or any other contract
arrangement or device with the purpose or effect of divesting such person or
persons of beneficial ownership of our common shares or preventing the vesting
of such beneficial ownership.


17


ITEM
13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE





Related
Party Transactions




Although
we have not adopted a Code of Ethics, we rely on our board to review related
party transactions on an ongoing basis to prevent conflicts of interest. Our
board reviews a transaction in light of the affiliations of the director,
officer or employee and the affiliations of such person’s immediate family.
Transactions are presented to our board for approval before they are entered
into or, if this is not possible, for ratification after the transaction has
occurred. If our board finds that a conflict of interest exists, then it will
determine the appropriate remedial action, if any. Our board approves or
ratifies a transaction if it determines that the transaction is consistent with
the best interests of the Company.





In
connection with Mr. Lennon’s appointment as President, Chief Executive Officer,
Treasurer, Secretary and Director, we entered into a Management and Governance
Consultant Agreement with Chamberlain Capital Partners on December 1,
2008.  Pursuant to the agreement, Chamberlain Capital Partners
provides services to us relating to corporate management and governance and
consults with our officers and employees concerning matters relating to
corporate management, governance, including day-to-day operations, accounting,
regulatory compliance, marketing and investor relation services. We agreed to
pay Chamberlain Capital Partners $2,500 per month for services rendered pursuant
to the agreement. The agreement will expire pursuant to its own terms on
November 30, 2009, and either party may terminate the agreement at any time by
providing 30 days written notice to the other party. Mr. Lennon is the president
of Chamberlain Capital Partners.





Director
Independence





During
2008, we did not have any independent directors on our board.  We
evaluate independence by the standards for director independence established by
applicable laws, rules, and listing standards including, without limitation, the
standards for independent directors established by The New York Stock Exchange,
Inc., The NASDAQ National Market, and the Securities and Exchange
Commission.




Subject
to some exceptions, these standards generally provide that a director will not
be independent if (a) the director is, or in the past three years has been,
an employee of ours; (b) a member of the director’s immediate family is, or
in the past three years has been, an executive officer of ours; (c) the
director or a member of the director’s immediate family has received more than
$120,000 per year in direct compensation from us other than for service as a
director (or for a family member, as a non-executive employee); (d) the
director or a member of the director’s immediate family is, or in the past three
years has been, employed in a professional capacity by our independent public
accountants, or has worked for such firm in any capacity on our audit;
(e) the director or a member of the director’s immediate family is, or in
the past three years has been, employed as an executive officer of a company
where one of our executive officers serves on the compensation committee; or
(f) the director or a member of the director’s immediate family is an
executive officer of a company that makes payments to, or receives payments
from, us in an amount which, in any twelve-month period during the past three
years, exceeds the greater of $1,000,000 or two percent of that other company’s
consolidated gross revenues.





ITEM
14.  PRINCIPAL ACCOUNTING FEES AND SERVICES.





The
following table shows the fees paid or accrued by us for the audit and other
services provided by Moore and Associates for the fiscal periods
shown.




December 31, 2008
                          
                          
                          December 31, 2007Audit
      Fees
                          
                          $
                          8,000
                          
                          
                          $
                          6,500Audit
      — Related Fees
                          
                          
                          —
                          
                          
                          
                          —Tax
      Fees
                          
                          —
                          
                          
                          
                          —All
      Other Fees
                          
                          
                          —
                          
                          
                          
                          —Total
                          
                          $
                          8,000
                          
                          
                          $
                          6,500





Audit
fees consist of fees billed for professional services rendered for the audit of
our financial statements and review of the interim financial statements included
in quarterly reports and services that are normally provided by the above
auditors in connection with statutory and regulatory fillings or
engagements


18




In the
absence of a formal audit committee, the full Board of Directors pre-approves
all audit and non-audit services to be performed by the independent registered
public accounting firm in accordance with the rules and regulations promulgated
under the Securities Exchange Act of 1934, as amended. The Board of Directors
pre-approved 100% of the audit, audit-related and tax services performed by the
independent registered public accounting firm in fiscal 2008. The percentage of
hours expended on the principal accountant's engagement to audit the Company's
financial statements for the most recent fiscal year that were attributed to
work performed by persons other than the principal accountant's full-time,
permanent employees was 0%.


19


PART
IV





ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.





Exhibits


The
following exhibits are included as part of this report by
reference:





3.1(1)
            Articles
      of Incorporation of Company, as amended, as filed with the Secretary of
      State of Nevada on June 8, 2006.3.1.1(2)
            Certificate
      of Amendment of Articles of Incorporation as filed with the Secretary of
      State of Nevada on February 2, 2008.3.2
            Amended
      Bylaws of Company10.1(3)
            Agreement
      and Plan of Merger among Drayton Harbor Resources, Inc., Drayton
      Acquisition Sub, Inc. and LED Power, Inc. dated January 12,
      2009.10.2
            Management
      and Governance Consultant Agreement between Drayton Harbor Resources Inc.
      and Chamberlain Capital Partners dated December 1,
2008.10.3
            Assignment
      and Assumption Agreement between Trussnet Capital Partners (HK) Ltd. and
      LED Power, Inc. dated January 12, 2009.10.4
            Exclusive
      License Agreement among Jumbo Power Technology Ltd., Liao Pheng-Piao, and
      Liu Chih-Chun and Trussnet Capital Partners (HK) Ltd. dated December
      2008.31.1
            Rule
      13(a) — 14(a)/15(d) — 14(a) Certification (Principal Executive
      Officer)31.2
            Rule
      13(a) — 14(a)/15(d) — 14(a) Certification (Principal Financial
      Officer)32
            Certification
      Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002




(1)
              incorporated
      herein by reference to exhibits previously filed on Registrant’s
      Registration Statement on Form SB-1, filed on September 7,
      2006.




(2)
              incorporated
      herein by reference to exhibits previously filed on Registrant’s Current
      Report on Form 8-K, filed on February 5,
2009.




(3)
              incorporated
      herein by reference to exhibits previously filed on Registrant’s Current
      Report on Form 8-K, filed on January 16,
2009.




20




SIGNATURES





In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) the Registrant caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.





LED
POWER GROUP, INC.





Dated:
      March 31, 2009
                /s/
      John J. LennonBy:
      John J. LennonIts:
      President, Secretary, Treasurer and Director(Principal
      Executive Officer)Dated:
      March 31, 2009
                /s/
      John J. LennonBy:
      John J. LennonIts:
      President, Secretary, Treasurer and Director(Principal
      Financial Officer and Principal Accounting
                  Officer)





Pursuant
to requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated:





Signature
            
            Capacity
            
            Date/s/ John J. Lennon
            
            Director
            
            March
      31, 2009John
      J. Lennon




21


LED
Power Group, Inc..


Index
to Financial Statements


December
31, 2008





INDEX





PageIndependent
      Registered Public Accounting Firms’ Report
                F-2Financial
      StatementsBalance
      Sheets
                F-3Statements
      of Operations
                F-4Statements
      of Stockholders’ Deficit
                F-5Statements
      of Cash Flows
                F-6Notes
      to Financial Statements
                F-7




22





LED
Power Group, Inc.


(Formerly
Drayton Harbor Resources Inc.)


(An
Exploration Stage Company)






Financial
Statements


December
31, 2008 and 2007


F-1


Report
of Independent Registered Public Accounting Firm




MOORE
& ASSOCIATES, CHARTERED
 ACCOUNTANTS AND
ADVISORS
 PCAOB
REGISTERED
 
 
 REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To
the Board of Directors
 LED
Power Group, Inc. (fka Drayton Harbor Resources, Inc.)
 (An
Exploration Stage Company)
 
 We have
audited the accompanying consolidated balance sheets of LED Power Group, Inc.
(fka Drayton Harbor Resources, Inc.) (An Exploration Stage Company) as of
December 31, 2008 and 2007, and the related consolidated statements of
operations, stockholders’ equity (deficit) and cash flows for the years ended
December 31, 2008 and 2007 and since inception on June 8, 2006 through December
31, 2008. 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
conduct our audits in accordance with standards of the Public Company Accounting
Oversight Board (United States).  Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.
 
 In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of LED Power Group, Inc. (fka
Drayton Harbor Resources, Inc.) (An Exploration Stage Company) as of December
31, 2008 and 2007, and the related consolidated statements of operations,
stockholders’ equity and cash flows for the years ended December 31, 2008 and
2007 and since inception on June 8, 2006 through December 31, 2008, in
conformity with accounting principles generally accepted in the United States of
America.
 
 The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern.  As discussed in Note 2
to the consolidated financial statements, the Company has an accumulated deficit
of $102,841, which raises substantial doubt about its ability to continue as a
going concern.  Management’s plans concerning these matters are also
described in Note 2.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
 
 
 /s/
Moore & Associates, Chartered
 
 Moore
& Associates, Chartered
 Las
Vegas, Nevada
 March 27,
2009
 
 6490 West Desert Inn Rd, Las
Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501
  F-2




LED Power Group,
Inc.


(Formerly Drayton Harbor Resources
Inc.)


(An Exploration Stage
Company)


Consolidated Balance
Sheets





December 31,
                      2008
                    
                    
                    December 31,
                      2007ASSETSCurrent
      assetsCash
                    
                    $
                    10
                    
                    
                    $
                    -Prepaid
      expenses
                    
                    
                    10,000
                    
                    
                    
                    -Total
      current assets
                    
                    
                    10,010
                    
                    
                    
                    -Total
      assets
                    
                    $
                    10,010
                    
                    
                    $
                    -LIABILITIES
      and STOCKHOLDERS' DEFICITCurrent
      liabilitiesAccounts
      payable and accrued liabilities
                    
                    $
                    39,576
                    
                    
                    $
                    538Notes
      payable to related parties
                    
                    
                    17,007
                    
                    
                    
                    17,007Demand
      notes payable
                    
                    
                    41,258
                    
                    
                    
                    -Advances
                    
                    
                    10
                    
                    
                    
                    -Total
      current liabilities
                    
                    
                    97,851
                    
                    
                    
                    17,545Total
      liabilities
                    
                    
                    97,851
                    
                    
                    
                    17,545STOCKHOLDERS'
      DEFICITCapital
      stockCommon
      - 600,000,000 shares authorized at $0.001 par value,20,000,000
      shares issued and outstanding at December 31, 2008 and
    2007.
                    
                    
                    20,000
                    
                    
                    
                    20,000Additional
      paid in capital
                    
                    
                    (5,000
                    )
                    
                    
                    (5,000
                    )Deficit
      accumulated during exploration stage
                    
                    
                    (102,841
                    )
                    
                    
                    (32,545
                    )Total
      stockholders' deficit
                    
                    
                    (87,841
                    )
                    
                    
                    (17,545
                    )Total
      liabilities and stockholders' deficit
                    
                    $
                    10,010
                    
                    
                    $
                    -





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


F-3





LED
Power Group, Inc.


(Formerly Drayton Harbor Resources
Inc.)


(An
Exploration Stage Company)


Consolidated
Statements of Operations


For
the Years Ended December 31, 2008 and 2007


And
for the period from June 8, 2006 [Inception] to December 31, 2008





December31,
                                          2008
                                        
                                        
                                        December31,
                                          2007
                                        
                                        
                                        Period fromJune 8,
                                          2006[Inception] to
                                          December 31,2008Revenues
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        -Operating
      expensesCorporate
      fees
                                        
                                        
                                        -
                                        
                                        
                                        
                                        450
                                        
                                        
                                        
                                        1,305Executive
      compensation
                                        
                                        
                                        2,500
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        2,500Professional
      fees
                                        
                                        
                                        45,045
                                        
                                        
                                        
                                        16,240
                                        
                                        
                                        
                                        61,285Investor
      relations
                                        
                                        
                                        22,500
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        22,500Loss
      from operations
                                        
                                        
                                        70,045
                                        
                                        
                                        
                                        16,690
                                        
                                        
                                        
                                        87,590Other
      income and expensesImpairment
      of mineral rights
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (15,000
                                        )Interest
      expense
                                        
                                        
                                        (251
                                        )
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (251
                                        )Provisioin
      for income taxes
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -(251
                                        )
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (15,251
                                        )Net
      loss
                                        
                                        $
                                        (70,296
                                        )
                                        
                                        $
                                        (16,690
                                        )
                                        
                                        $
                                        (102,841
                                        )Net
      loss per share - basic and diluted
                                        
                                        $
                                        (0.004
                                        )
                                        
                                        $
                                        (0.001
                                        )Weighted
      average shares outstanding
                                        
                                        
                                        20,000,000
                                        
                                        
                                        
                                        26,153,846





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


F-4


LED Power Group,
Inc.


(Formerly Drayton Harbor Resources
Inc.)


(An Exploration Stage
Company)


Consolidated Statements of
Stockholders' Equity (Deficit)


For the period from June 8, 2006
[Inception]  to December 31, 2008







Accumulated
                            
                            
                            TotalCommon Stock
                            
                            
                            Additional Paid-
                            
                            
                            Deficit during
                            
                            
                            Stockholders'Number
                            
                            
                            Amount
                            
                            
                            In Capital
                            
                            
                            Exploration Stage
                            
                            
                            Equity (Deficit)Balance,
      at inception
                            
                            
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -Stock
      issued to founders for cash, June 8, 2006, at $0.02 per
    share
                            
                            
                            30,000,000
                            
                            
                            
                            30,000
                            
                            
                            
                            (15,000
                            )
                            
                            
                            -
                            
                            
                            
                            15,000Net
      loss from inception (June 8, 2006) to December 31, 2006
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            (15,855
                            )
                            
                            
                            (15,855
                            )Balance,
      December 31, 2006
                            
                            
                            30,000,000
                            
                            
                            
                            30,000
                            
                            
                            
                            (15,000
                            )
                            
                            
                            (15,855
                            )
                            
                            
                            (855
                            )Retirement
      of founders' common stock, August 13, 2007
                            
                            
                            (10,000,000
                            )
                            
                            
                            (10,000
                            )
                            
                            
                            10,000
                            
                            
                            
                            
                            
                            
                            
                            -Net
      loss for the year ended December 31, 2007
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            (16,690
                            )
                            
                            
                            (16,690
                            )Balance,
      December 31, 2007
                            
                            
                            20,000,000
                            
                            
                            
                            20,000
                            
                            
                            
                            (5,000
                            )
                            
                            
                            (32,545
                            )
                            
                            
                            (17,545
                            )Net
      loss for the year ended December 31, 2008
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            (70,296
                            )
                            
                            
                            (70,296
                            )Balance,
      December 31, 2008
                            
                            
                            20,000,000
                            
                            
                            $
                            20,000
                            
                            
                            $
                            (5,000
                            )
                            
                            $
                            (102,841
                            )
                            
                            $
                            (87,841
                            )





*The
common stock issued has been retroactively restated to reflect a forward stock
split of 4 new shares for 1 old share, effective January 4, 2008.





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


F-5





LED Power Group,
Inc.


(Formerly Drayton Harbor Resources
Inc.)


(An Exploration Stage
Company)


Consolidated
Statements of Cash Flows


For
the Years Ended December 31, 2008 and 2007


And for the period from June 8, 2006
[Inception] to December 31, 2008




December 31,
                              2008
                            
                            
                            December 31,
                              2007
                            
                            
                            Period from June 8,
                              2006 [Inception] to
                              December 31, 2008Operating
      activitiesNet
      loss
                            
                            $
                            (70,296
                            )
                            
                            $
                            (16,690
                            )
                            
                            $
                            (102,841
                            )Adjustments
      to reconcile net loss tonet
      cash used in operating activities:Changes
      in:Accrued
      interest
                            
                            
                            251
                            
                            
                            
                            -
                            
                            
                            
                            251Prepaid
      expenses
                            
                            
                            (10,000
                            )
                            
                            
                            -
                            
                            
                            
                            (10,000
                            )Accounts
      payable and accrued liabilities
                            
                            
                            39,038
                            
                            
                            
                            (317
                            )
                            
                            
                            39,576Cash
      used in operating activities
                            
                            
                            (41,007
                            )
                            
                            
                            (17,007
                            )
                            
                            
                            (73,014
                            )Investing
      ActivitiesAcquisition
      of mineral rights
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            (15,000
                            )Impairment
      of mineral rights
                            
                            
                            
                            
                            
                            
                            -
                            
                            
                            
                            15,000Cash
      flows used in investing activities
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -Financing
      activitiesProceeds
      from issue of common stock
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            7,500Proceeds
      from demand notes
                            
                            
                            41,007
                            
                            
                            
                            -
                            
                            
                            
                            41,007Proceeds
      from notes payable to related parties
                            
                            
                            -
                            
                            
                            
                            17,007
                            
                            
                            
                            17,007Proceeds
      from advances
                            
                            
                            10
                            
                            
                            
                            -
                            
                            
                            
                            10Additional
      paid in capital
                            
                            
                            -
                            
                            
                            
                            2,500
                            
                            
                            
                            10,000Retirement
      of founders' common stock
                            
                            
                            -
                            
                            
                            
                            (2,500
                            )
                            
                            
                            (2,500
                            )Cash
      flows provided by financing activities
                            
                            
                            41,017
                            
                            
                            
                            17,007
                            
                            
                            
                            73,024Net
      increase (decrease) in cash
                            
                            
                            10
                            
                            
                            
                            -
                            
                            
                            
                            10Cash,
      beginning of period
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -Cash,
      end of period
                            
                            $
                            10
                            
                            
                            $
                            -
                            
                            
                            $
                            10SUPPLEMENTAL
      CASH DISCLOSURESCash
      paid for:Income
      taxes
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -Interest
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -





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


F-6


LED
Power Group, Inc.


(An
Exploration Stage Company)


Notes
to Financial
Statements


December
31, 2008 and 2007





1.
            Nature
      of operations





LED Power
Group, Inc. (the “Company”) was incorporated in the State of Nevada, United
States of America, on June 8, 2006, under the name Drayton Harbor Resources,
Inc.





The
Company had limited operations acquiring and exploring mineral interests and,
during the fiscal year ended December 31, 2008, relinquished its rights to the
mineral interest and changed its business focus to the research, development,
manufacturing and sales of light-emitting diode (LED) products
towards.  In furtherance of its business objectives, on January 12,
2009, the Company entered into a definitive Agreement and Plan of Merger with
LED Power Group, Inc. f.k.a. LED Power, Inc., a Nevada corporation ("LPG") and
Drayton Acquisition Sub, Inc., wholly-owned subsidiary of the Company,
incorporated on December 3, 2008, whereby Drayton Acquisition Sub, Inc. merged
with and into LPG, with LPG remaining as the surviving entity and becoming its
wholly-owned subsidiary.  LPG has limited operations and owns the
rights to an assignment agreement with Jumbo Power Technology Ltd., Liao
Pheng-Piao and Liu Chih-Chun (“Licensors”) dated December 2008 (the “Assignment
Agreement”).  Under the terms of the Assignment Agreement, LPG was
licensed the exclusive rights to certain intellectual property owned by
Licensors in relation to the production of LED products.





The
Company is listed on the Over-the-Counter Bulletin Board under the symbol
LEDP.





2.
            Going
      concern





These
financial statements have been prepared in accordance with generally accepted
accounting principles applicable to a going concern, which assumes that the
Company will be able to meet its obligations and continue its operations for its
next fiscal year.  Realization values may be substantially different
from carrying values as shown and these financial statements do not give effect
to adjustments that would be necessary to the carrying values and classification
of assets and liabilities should the Company be unable to continue as a going
concern.  At December 31, 2008, the Company had not yet achieved
profitable operations, has accumulated losses of $102,841 since its inception,
has a working capital deficiency of $87,841 and expects to incur further losses
in the development of its business, all of which raises substantial doubt about
the Company’s ability to continue as a going concern.  The Company’s
ability to continue as a going concern is dependent upon its ability to generate
future profitable operations and/or to obtain the necessary financing to meet
its obligations and repay its liabilities arising from normal business
operations when they come due.





The
Company expects to continue to incur substantial losses as it executes its
business plan and does not expect to attain profitability in the near
future.  Since its inception, the Company has funded operations
through short-term borrowings and equity investments in order to meet its
strategic objectives. The Company's future operations are dependent upon
external funding and its ability to execute its business plan, realize sales and
control expenses.  Management believes that sufficient funding will be
available from additional borrowings and private placements to meet its business
objectives including anticipated cash needs for working capital, for a
reasonable period of time.  However, there can be no assurance that
the Company will be able to obtain sufficient funds to continue the development
of its business operation, or if obtained, upon terms favorable to the
Company.





3.
            Summary
      of significant accounting policies





The
financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of
America.  Because a precise determination of many assets and
liabilities is dependent upon future events, the preparation of financial
statements for a period necessarily involves the use of estimates, which have
been made using careful judgment.  Actual results may vary from these
estimates.





a.
            Cash
      and cash equivalents


Cash and
cash equivalents are defined as cash on hand, demand deposits and short-term,
highly liquid investments with an original maturity of ninety days or
less.


F-7


b.
            Exploration
      stage company


The
Company complies with Financial Accounting Standard Board Statement (“SFAS”) No.
7 for its characterization of the Company as an Exploration Stage
Company.  The Company is devoting substantially all of its present
efforts to establish a new business and none of its planned principal operations
have commenced.





c.
            Mineral
      properties


Costs of
license acquisitions, exploration, carrying and retaining unproven mineral
properties and leased properties are expensed as incurred.





d.
            Loss
      per share


In
accordance with SFAS No. 128, Earnings Per Share, the basic
loss per common share is computed by dividing net loss available to common
stockholders by the weighted average number of common shares outstanding.
Diluted loss per share is computed by dividing net loss by the weighted average
number of shares of common stock, common stock equivalents and potentially
dilutive securities outstanding during each period. Diluted loss per common
share is not presented because it is anti-dilutive. The weighted average number
of shares outstanding during the periods has been retroactively restated to
reflect a forward stock split of 4 new shares for one old share, effective on
January 4, 2008





e.
            Income
      taxes


The
Company accounts for income taxes under SFAS No. 109, Accounting for Income
Taxes.Under SFAS No.109, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences
between their financial statement carrying amounts and their respective tax
bases.  Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.





f.
            Long-lived
      assets




Property
and equipment are stated on the basis of historical cost less accumulated
depreciation. Depreciation is provided using the straight-line method over the
estimated useful lives of the assets. Major renewals and improvements are
capitalized, while minor replacements, maintenance and repairs are charged to
current operations.
 
 Impairment
losses are recorded on fixed assets used in operations when indicators of
impairment are present and the undiscounted cash flows estimated to be generated
by those assets are less than the assets' carrying amount. There were no
impairment losses in 2008 and 2007.


g.
            Equity
      financing


The
Company issues common stock and other equity instruments in order to raise
capital.  In each case, the Company evaluates the characteristics of these
instruments in the context of the provisions of SFAS 150 in order to determine
the appropriate equity or liability classification.





h.
            Foreign
      currency translation


Monetary
items denominated in a foreign currency are translated into US dollars, the
reporting currency, at exchange rates prevailing at the balance sheet date and
non-monetary items are translated at exchange rates prevailing when the assets
were acquired or obligations incurred.  Foreign currency denominated
revenue and expense items are translated at exchange rates prevailing at the
transaction date.  Gains or losses arising from the translations are
included in operations.





i.
            Advertising


The
Company expenses advertising costs as incurred.  The Company has not
incurred advertising expenses for the year ended December 31, 2008, and for the
period from inception to December 31, 2008.





4.
            Recent
      issued accounting pronouncements





a.
            In
      June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether
      Instruments Granted in Share-Based Payment Transactions Are Participating
      Securities, (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether
      instruments granted in share-based payment transactions are participating
      securities prior to vesting, and therefore need to be included in the
      computation of earnings per share under the two-class method as described
      in FASB Statement of Financial Accounting Standards No. 128,
      “Earnings per Share.” FSP EITF 03-6-1 is effective for financial
      statements issued for fiscal years beginning on or after December 15,
      2008 and earlier adoption is prohibited. We are not required to adopt FSP
      EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have
      material effect on our consolidated financial positionand results of
      operations if adopted.


F-8





b.
            In
      May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS
      No. 163, “Accounting for Financial Guarantee Insurance Contracts-and
      interpretation of FASB Statement No. 60”.  SFAS No. 163
      clarifies how Statement 60 applies to financial guarantee insurance
      contracts, including the recognition and measurement of premium revenue
      and claims liabilities. This statement also requires expanded disclosures
      about financial guarantee insurance contracts. SFAS No. 163 is effective
      for fiscal years beginning on or after December 15, 2008, and interim
      periods within those years. SFAS No. 163 has no effect on the Company’s
      financial position, statements of operations, or cash flows at this
      time.





c.
            In
      May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS
      No. 162, “The Hierarchy of Generally Accepted Accounting
      Principles”.  SFAS No. 162 sets forth the level of authority to
      a given accounting pronouncement or document by category. Where there
      might be conflicting guidance between two categories, the more
      authoritative category will prevail. SFAS No. 162 will become effective 60
      days after the SEC approves the PCAOB’s amendments to AU Section 411 of
      the AICPA Professional Standards. SFAS No. 162 has no effect on the
      Company’s financial position, statements of operations, or cash flows at
      this time.





d.
            In
      March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS
      No. 161, Disclosures about Derivative Instruments and Hedging
      Activities—an amendment of FASB Statement No. 133.  This
      standard requires companies to provide enhanced disclosures about (a) how
      and why an entity uses derivative instruments, (b) how derivative
      instruments and related hedged items are accounted for under Statement 133
      and its related interpretations, and (c) how derivative instruments and
      related hedged items affect an entity’s financial position, financial
      performance, and cash flows. This Statement is effective for financial
      statements issued for fiscal years and interim periods beginning after
      November 15, 2008, with early application encouraged. The Company has not
      yet adopted the provisions of SFAS No. 161, but does not expect it to have
      a material impact on its consolidated financial position, results of
      operations or cash flows.





e.
            In
      December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110
      regarding the use of a "simplified" method, as discussed in SAB No. 107
      (SAB 107), in developing an estimate of expected term of "plain vanilla"
      share options in accordance with SFAS No. 123 (R), Share-Based
      Payment.  In particular, the staff indicated in SAB 107 that it
      will accept a company's election to use the simplified method, regardless
      of whether the company has sufficient information to make more refined
      estimates of expected term. At the time SAB 107 was issued, the staff
      believed that more detailed external information about employee exercise
      behavior (e.g., employee exercise patterns by industry and/or other
      categories of companies) would, over time, become readily available to
      companies. Therefore, the staff stated in SAB 107 that it would not expect
      a company to use the simplified method for share option grants after
      December 31, 2007. The staff understands that such detailed information
      about employee exercise behavior may not be widely available by December
      31, 2007. Accordingly, the staff will continue to accept, under certain
      circumstances, the use of the simplified method beyond December 31, 2007.
      The Company currently uses the simplified method for “plain vanilla” share
      options and warrants, and will assess the impact of SAB 110 for fiscal
      year 2009. It is not believed that this will have an impact on the
      Company’s consolidated financial position, results of operations or cash
      flows.





f.
            In
      December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
      Consolidated Financial Statements—an amendment of ARB No.
      51.  This statement amends ARB 51 to establish accounting and
      reporting standards for the noncontrolling interest in a subsidiary and
      for the deconsolidation of a subsidiary. It clarifies that a
      noncontrolling interest in a subsidiary is an ownership interest in the
      consolidated entity that should be reported as equity in the consolidated
      financial statements. Before this statement was issued, limited guidance
      existed for reporting noncontrolling interests. As a result, considerable
      diversity in practice existed. So-called minority interests were reported
      in the consolidated statement of financial position as liabilities or in
      the mezzanine section between liabilities and equity. This statement
      improves comparability by eliminating that diversity. This statement is
      effective for fiscal years, and interim periods within those fiscal years,
      beginning on or after December 15, 2008 (that is, January 1, 2009, for
      entities with calendar year-ends). Earlier adoption is prohibited. The
      effective date of this statement is the same as that of the related
      Statement 141 (revised 2007). The Company will adopt this Statement
      beginning March 1, 2009. It is not believed that this will have an impact
      on the Company’s consolidated financial position, results of operations or
      cash flows.





g.
            In
      December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
      Combinations’.  This Statement replaces FASB Statement No. 141,
      Business Combinations, but retains the fundamental requirements in
      Statement 141.  This Statement establishes principles and
      requirements for how the acquirer: (a) recognizes and measures in its
      financial statements the identifiable assets acquired, the liabilities
      assumed, and any noncontrolling interest in the acquiree; (b) recognizes
      and measures the goodwill acquired in the business combination or a gain
      from a bargain purchase; and (c) determines what information to disclose
      to enable users of the financial statements to evaluate the nature and
      financial effects of the business combination. This statement applies
      prospectively to business combinations for which the acquisition date is
      on or after the beginning of the first annual reporting period beginning
      on or after December 15, 2008. An entity may not apply it before that
      date. The effective date of this statement is the same as that of the
      related FASB Statement No. 160, Noncontrolling Interests in Consolidated
      Financial Statements.  The Company will adopt this statement
      beginning March 1, 2009. It is not believed that this will have an impact
      on the Company’s consolidated financial position, results of operations or
      cash flows.


F-9


h.
            In
      February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for
      Financial Assets and Liabilities—Including an Amendment of FASB Statement
      No. 115.  This standard permits an entity to choose to measure
      many financial instruments and certain other items at fair value. This
      option is available to all entities. Most of the provisions in FAS 159 are
      elective; however, an amendment to FAS 115 Accounting for Certain
      Investments in Debt and Equity Securities applies to all entities with
      available for sale or trading securities. Some requirements apply
      differently to entities that do not report net income. SFAS No. 159 is
      effective as of the beginning of an entity’s first fiscal year that begins
      after November 15, 2007. Early adoption is permitted as of the beginning
      of the previous fiscal year provided that the entity makes that choice in
      the first 120 days of that fiscal year and also elects to apply the
      provisions of SFAS No. 157 Fair Value Measurements.  The Company
      will adopt SFAS No. 159 beginning March 1, 2008 and is currently
      evaluating the potential impact the adoption of this pronouncement will
      have on its consolidated financial
statements.





i.
            In
      September 2006, the FASB issued SFAS No. 157, Fair Value
      Measurements.  This statement defines fair value, establishes a
      framework for measuring fair value in generally accepted accounting
      principles (GAAP), and expands disclosures about fair value measurements.
      This statement applies under other accounting pronouncements that require
      or permit fair value measurements, the Board having previously concluded
      in those accounting pronouncements that fair value is the relevant
      measurement attribute. Accordingly, this statement does not require any
      new fair value measurements. However, for some entities, the application
      of this statement will change current practice. This statement is
      effective for financial statements issued for fiscal years beginning after
      November 15, 2007, and interim periods within those fiscal years. Earlier
      application is encouraged, provided that the reporting entity has not yet
      issued financial statements for that fiscal year, including financial
      statements for an interim period within that fiscal year. The Company will
      adopt this statement March 1, 2008, and it is not believed that this will
      have an impact on the Company’s consolidated financial position, results
      of operations or cash flows.




5.
            Financial
      instruments





a.
            Credit
      risk


The
Company maintains cash deposits with financial institutions, which from time to
time may exceed federally insured limits. The Company has not experienced any
losses in connection with these deposits and believes it is not exposed to any
significant credit risk from cash.





b.
            Fair
      values


Financial
instruments that are subject to fair disclosure requirements are carried in the
financial statements at amounts that approximate fair value and include cash,
accounts payable and accrued expenses and notes payable.  Fair values are
based on assumptions concerning the amount and timing of estimated future cash
flows and assumed discount rates reflecting varying degrees of
risk.





c.
            Liquidity
      risk


The
Company is exposed to liquidity risk as its continued operations are dependent
upon obtaining additional capital or achieving profitable operations to satisfy
its liabilities as they come due.





6.
            Mineral
      rights





In 2006,
the Company acquired 100% of the mineral rights of a claim situated in
northwestern British Columbia, referred to as Canyon Gold Mine property. The
claim does not contain any known reserves or minerals.  During the
fiscal year ended December 31, 2007, Company abandoned the rights to the Canyon
Gold Mine claim.





7.
            Notes
      payable to related parties





During
the fiscal year ended December 31, 2007, the Company received $17,006 pursuant
to promissory notes with two of its former directors.  The notes are
unsecured, bear no interest and don’t have any specific terms of
repayment.   At December 31, 2008, these notes are included on
the balance sheet.





8.
            Demand
      notes payable





On
February 4, 2008, the Company received $636 pursuant to a promissory
note.  The note is unsecured, bears no interest and is due on
demand.   The note can be converted, at the option of the lender,
into shares of common stock of the Company, at such price and in such terms as
being offered to investors at the time of conversion.


F-10


On June
25, 2008, the Company received $6,432 pursuant to a promissory
note.  The note is unsecured, bears no interest and is due on
demand.   The note can be converted, at the option of the lender,
into shares of common stock of the Company, at such price and in such terms as
being offered to investors at the time of conversion.





On
October 17, 2008, the Company received $632 pursuant to a promissory
note.  The note is unsecured, bears interest at 10% per annum
calculated annually, and is due on demand.   Any payments of
principal or interest in arrears bear interest at 30% per annum calculated
annually.  Default in payment shall, at the option of the holder,
render the entire balance payable.  The note and accrued can be
converted, at the option of the lender, into shares of common stock of the
Company, at such price and in such terms as being offered to investors at the
time of conversion.  At December 31, 2008, $13 in interest has been
accrued pursuant to this note.





On
November 7, 2008, the Company received 990 pursuant to a promissory
note.  The note is unsecured, bears interest at 10% per annum
calculated annually, and is due on demand.   Any payments of
principal or interest in arrears bear interest at 30% per annum calculated
annually.  Default in payment shall, at the option of the holder,
render the entire balance payable.  The note and accrued can be
converted, at the option of the lender, into shares of common stock of the
Company, at such price and in such terms as being offered to investors at the
time of conversion.  At December 31, 2008, $15 in interest has been
accrued pursuant to this note.





On
November 24, 2008, the Company received $7,265 pursuant to a promissory
note.  The note is unsecured, bears interest at 10% per annum
calculated annually, and is due on demand.   Any payments of
principal or interest in arrears bear interest at 30% per annum calculated
annually.  Default in payment shall, at the option of the holder,
render the entire balance payable.  The note and accrued can be
converted, at the option of the lender, into shares of common stock of the
Company, at such price and in such terms as being offered to investors at the
time of conversion.  At December 31, 2008, $74 in interest has been
accrued pursuant to this note.





On
December 4, 2008, the Company received $15,053 pursuant to a promissory
note.  The note is unsecured, bears interest at 10% per annum
calculated annually, and is due on demand.   Any payments of
principal or interest in arrears bear interest at 30% per annum calculated
annually.  Default in payment shall, at the option of the holder,
render the entire balance payable.  The note and accrued can be
converted, at the option of the lender, into shares of common stock of the
Company, at such price and in such terms as being offered to investors at the
time of conversion.  At December 31, 2008, $111 in interest has been
accrued pursuant to this note.





On
December 17, 2008, the Company received $10,000 pursuant to a promissory
note.  The note is unsecured, bears interest at 10% per annum
calculated annually, and is due on demand.   Any payments of
principal or interest in arrears bear interest at 30% per annum calculated
annually.  Default in payment shall, at the option of the holder,
render the entire balance payable.  The note and accrued can be
converted, at the option of the lender, into shares of common stock of the
Company, at such price and in such terms as being offered to investors at the
time of conversion.  At December 31, 2008, $38 in interest has been
accrued pursuant to this note.





Subsequent
to December 31, 2008, on January 15, 2009, the Company received $3,701 pursuant
to a promissory note.  The note is unsecured, bears interest at 10%
per annum calculated annually, and is due on demand.   Any
payments of principal or interest in arrears bear interest at 30% per annum
calculated annually.  Default in payment shall, at the option of the
holder, render the entire balance payable.  The note and accrued can
be converted, at the option of the lender, into shares of common stock of the
Company, at such price and in such terms as being offered to investors at the
time of conversion.





Subsequent
to December 31, 2008, on January 20, 2009, the Company received $20,000 pursuant
to a promissory note.  The note is unsecured, bears interest at 10%
per annum calculated annually, and is due on demand.   Any
payments of principal or interest in arrears bear interest at 30% per annum
calculated annually.  Default in payment shall, at the option of the
holder, render the entire balance payable.  The note and accrued can
be converted, at the option of the lender, into shares of common stock of the
Company, at such price and in such terms as being offered to investors at the
time of conversion.





Subsequent
to December 31, 2008, on January 22, 2009, the Company received $10,000 pursuant
to a promissory note.  The note is unsecured, bears interest at 10%
per annum calculated annually, and is due on demand.   Any
payments of principal or interest in arrears bear interest at 30% per annum
calculated annually.  Default in payment shall, at the option of the
holder, render the entire balance payable.  The note and accrued can
be converted, at the option of the lender, into shares of common stock of the
Company, at such price and in such terms as being offered to investors at the
time of conversion.





9.
            Capital
      stock





On
January 4, 2008, the Company forward split its issued common shares on the basis
of four new shares for one old share.  The Company increased its
authorized share capital from 150 million to 600 million shares.





The
number of shares referred to in these financial statements has been restated to
give retroactive effect on the forward stock split.





Subsequent
to December 31, 2008, on January 16, 2009, the Company forward split its issued
common shares on the basis of 2 and one half new shares for one old
share.


F-11


10.
            Income
      taxes





Deferred
income taxes reflect the net effect of:




(a)
                temporary
      difference between carrying amounts of assets and liabilities for
      financial purposes and the amounts used for income taxes reporting
      purposes, and





(b)
            net
      operating loss carryforwards.





No net
provision for refundable U.S.  Federal income tax has been made in the
accompanying statement of loss because no recoverable taxes were paid
previously. Similarly, no  deferred  tax  asset
attributable to the net operating loss carryforward has
been  recognized,  as  it  is  not  deemed  likely  to  be  realized.


The
effective tax rate of the Company is reconciled to statutory tax rates as
follows:





2008
                          
                          
                          2007U.S.
      federal statutory tax rate
                          
                          
                          34
                          %
                          
                          
                          34
                          %U.S.
      valuation difference
                          
                          
                          -34
                          %
                          
                          
                          -34
                          %Effective
      tax rate
                          
                          
                          -
                          
                          
                          
                          -


Deferred
tax assets consist of the following:


2008
                      
                      
                      2007Net
      operating loss carryforward
                      
                      $
                      102,841
                      
                      
                      $
                      32,545Valuation
      allowance
                      
                      
                      (102,841
                      )
                      
                      
                      (32,545
                      )Net
      deferred income tax assets
                      
                      $
                      -
                      
                      
                      $
                      -





The
valuation allowance increased by approximately $70,000 during the year ended
December 31, 2008 (2007 - $17,000).  The Company has non-capital
losses carried forward of approximately $103,000 which expire beginning in 2026.
They may be utilized to offset future taxable income. Future tax benefits, which
may arise as a result of these losses and resource expenditures, have not been
recognized in these financial statements.





11.
            Related
      party transactions





a.
            During
      the fiscal year ended December 31, 2007, the Company received $17,006
      pursuant to promissory notes with two of its former
      directors.  The notes are unsecured, bear no interest and don’t
      have any specific terms of
repayment;





b.
            In
      December 2008, the Company entered into a contract for management services
      with a company controlled by the President and a director of the Company,
      requiring the payment of $2,500 per month plus applicable expenses for a
      period of one year, expiring on November 30, 2009.  This
      commitment can be terminated by either party with 30 days
      notice.  During the fiscal year ended December 31, 2008, $2,500
      was paid or accrued pursuant to this
agreement.





12.
            Commitments





a.
            On
      November 1, 2008, the Company entered into a contract for investor
      relations services requiring the payment of $7,500 per month expiring on
      October 31, 2010.  This commitment can be terminated by either
      party with 90 days written notice;





b.
            On
      November 15, 2008, the Company entered into a contract for communication
      support services requiring the payment of $3,750 per month expiring on
      November 14, 2010.  This commitment can be terminated by either
      party with 60 days written notice;




F-12


c.
            On
      December 1, 2008, the Company entered into a contract for management
      consulting services with a company controlled by the President and a
      director of the Company requiring the payment of $2,500 per month expiring
      on November 30, 2009.  This commitment can be terminated by
      either party with 30 days written
notice;





13.
            Merger





On
January 12, 2009, the Company entered into a definitive Agreement and Plan of
Merger with LED Power Group, Inc. f.k.a. LED Power, Inc., a Nevada corporation
("LPG") and Drayton Acquisition Sub, Inc., our wholly-owned subsidiary, whereby
Drayton Acquisition Sub, Inc. merged with and into LPG, with LPG remaining as
the surviving entity and becoming the Company’s wholly-owned
subsidiary.  Under the terms of the Agreement and Plan of Merger, the
Company issued 9,000,000 pre-split shares of its common stock to Trussnet
Capital Partners (Cayman) Ltd. for all of the issued and outstanding shares of
LPG.  LPG has limited operations and owns the rights to an assignment
agreement with Jumbo Power Technology Ltd., Liao Pheng-Piao and Liu Chih-Chun
(“Licensors”) dated December 2008 (the “Assignment Agreement”).  Under
the terms of the Assignment Agreement, LPG was licensed the exclusive rights to
certain intellectual property owned by Licensors in relation to the production
of LED products.   Additionally, on February 2, 2009, the Company
merged with our wholly-owned subsidiary LPG for the purposes of effective a name
change to “LED Power Group, Inc.”




F-13