UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-KSB

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(Mark one)

[X] Annual Report Under Section 13 or 15(d) of the Securities Exchange
    Act of 1934

    For the fiscal year ended August 31, 2008

[ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange
    Act of 1934

    For the transition period from ______________ to _____________

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                        Commission File Number: 000-52251


                             8888 Acquisition Corp.
        (Exact name of small business issuer as specified in its charter)

         Nevada                                                59-2340247
(State of incorporation)                                (IRS Employer ID Number)

                     211 West Wall Street, Midland, TX 79701
                    (Address of principal executive offices)

                                 (432) 682-1761
                           (Issuer's telephone number)

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      Securities registered under Section 12 (b) of the Exchange Act - None

         Securities registered under Section 12(g) of the Exchange Act -
                        Common Stock - $0.0001 par value

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Check  whether  the issuer  has (1) filed all  reports  required  to be files by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period the Company was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of Company's knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [ ]

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

The issuer's revenues for the fiscal year ended August 31, 2008 were $-0-.

The  aggregate  market  value of voting and  non-voting  common  equity  held by
non-affiliates  as of September  8, 2008 was  approximately  $67,750  based upon
54,200 shares held by  non-affiliates  on September 8, 2008 and a closing market
price of $1.25 per share as reported on www.bigcharts.com.

As of  September 8, 2008,  there were 459,900  shares of Common Stock issued and
outstanding.

Transitional Small Business Disclosure Format: Yes [ ] No [X]
<PAGE>
                             8888 ACQUISITION CORP.

                                INDEX TO CONTENTS

                                                                     Page Number
                                                                     -----------
PART I

Item 1   Description of Business                                             3
Item 2   Description of Property                                            12
Item 3   Legal Proceedings                                                  13
Item 4   Submission of Matters to a Vote of Security Holders                13

PART II

Item 5   Market for Company's Common Equity, Related Stockholders Matters
          and Small Business Issuer Purchases of Equity Securities          13
Item 6   Management's Discussion and Analysis or Plan of Operation          15
Item 7   Financial Statements                                               16
Item 8   Changes in and Disagreements with Accountants
          on Accounting and Financial Disclosures                           17
Item 8A  Controls and Procedures                                            17
Item 8B  Other Information                                                  17

PART III

Item 9   Directors, Executive Officers, Promoters and Control Persons;
          Compliance with Section 16(a) of the Exchange Act                 18
Item 10  Executive Compensation                                             20
Item 11  Security Ownership of Certain Beneficial Owners and Management
          and Related Stockholder Matters                                   20
Item 12  Certain Relationships, Related Transactions and Director
          Independence                                                      21
Item 13  Exhibits and Reports on 8-K                                        21
Item 14  Principal Accountant Fees and Services                             21

SIGNATURES                                                                  23

                                       2
<PAGE>
                  CAUTION REGARDING FORWARD-LOOKING INFORMATION

Certain  statements  contained  in  this  annual  filing,   including,   without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

Such factors include, among others, the following:  international,  national and
local general economic and market conditions:  demographic  changes; the ability
of the Company to sustain,  manage or  forecast  its growth;  the ability of the
Company to successfully make and integrate acquisitions;  raw material costs and
availability;  new product  development and  introduction;  existing  government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse publicity;  competition; the loss of significant customers
or suppliers;  fluctuations  and  difficulty in forecasting  operating  results;
changes in business strategy or development  plans;  business  disruptions;  the
ability  to attract  and  retain  qualified  personnel;  the  ability to protect
technology; and other factors referenced in this and previous filings.

Given  these  uncertainties,  readers  of this Form  10-KSB  and  investors  are
cautioned not to place undue reliance on such  forward-looking  statements.  The
Company  disclaims  any  obligation  to update any such  factors or to  publicly
announce the result of any  revisions to any of the  forward-looking  statements
contained herein to reflect future events or developments.

                                     PART I

ITEM 1 - DESCRIPTION OF BUSINESS

BACKGROUND AND HISTORICAL OPERATIONS

8888 Acquisition  Corporation (Company) was incorporated in Florida on September
20, 1983 under the name Rapholz Silver Inc. for the purpose of purchasing mining
claims,  both patented and unpatented,  a mill,  buildings and mining  equipment
located in San Miguel County, Colorado.

During 1986,  the Company  completed a public  offering of 30,010,500  shares of
common stock through a  Registration  Statement on Form S-18  (Registration  No.
2-89013D). The Company realized gross proceeds of approximately $600,210 and net
proceeds of  approximately  $463,848.  The  proceeds  were used to purchase  the
mining claims and equipment mentioned above.

Subsequent to the close of business on August 31, 1989,  the Company  liquidated
all  operations  and assets and became a dormant  entity.  The Company's  former
management also elected to suspend it's reporting under the Securities  Exchange
Act of 1934, as amended,  due to a lack of operating capital concurrent with the
filing of an Annual Report on Form 10-K for the year ended August 31, 1989.

CURRENT STATUS

In July,  2006,  the  Company  merged  with its wholly  owned  subsidiary,  8888
Acquisition  Corporation,  a Nevada corporation formed solely for the purpose of
redomiciling the Company from Florida to Nevada.

In October  2006,  the Company filed a  Registration  Statement on Form 10-SB to
register the eligible  issued and  outstanding  shares of the  Company's  common
stock as issued by the Company.  It is the SEC's position that securities issued
by a "shell"  company  cannot  be sold  under the  exemption  from  registration
provided by Rule 144  promulgated  under the Securities Act of 1933 (the "Act"),
but must be registered under the Act. Any other securities issued to individuals
in the capacity of management,  affiliates,  control  persons and promoters will
also be  registered  with the SEC  prior to  resale  and  shall be  issued  with
appropriate restricted legend to reflect the registration requirements.

On February  28,  2007,  by written  consents  in lieu of meeting,  stockholders
representing  a majority of the issued and  outstanding  shares of the Company's
common stock approved a  recommendation  of the Company's  Board of Directors to
effect a 1 share for 3,300 share reverse  split of the  Company's  common stock,
with all  fractional  shares  being paid $0.05 for each  fractional  share.  The
effect of this action reduced the number of then issued and  outstanding  shares
from 32,919,930 to 9,558.

                                       3
<PAGE>
On  June  5,  2007,  by  written  consents  in  lieu  of  meeting,  stockholders
representing  a majority of the issued and  outstanding  shares of the Company's
common stock approved a  recommendation  of the Company's  Board of Directors to
effect a 1 for 100 shares reverse split of the Company's common stock,  with all
fractional  shares  rounded up to the nearest  whole  share.  The effect of this
action  reduced the number of then issued and  outstanding  shares from 9,558 to
474.

On October 15,  2007,  the  Company's  Board of  Directors  effected a 100 for 1
forward split of the Company's common stock. The effect of this action increased
the number of then issued and outstanding shares from 3,599 to 359,900.

The cumulative  effect of these three actions are presented in the  accompanying
financial statements as of the first day of the first period presented.

The  Company  may  be  referred  to  as a  reporting  shell  corporation.  Shell
corporations  have zero or nominal  assets and typically no stated or contingent
liabilities.  Private  companies  wishing to become publicly trading may wish to
merge  with a shell (a  reverse  merger  or  reverse  acquisition)  whereby  the
shareholders of the private  company become the majority of the  shareholders of
the combined company. The private company may purchase for cash all or a portion
of the  common  shares of the  shell  corporation  from its major  stockholders.
Typically,  the Board and officers of the private  company  become the new Board
and officers of the combined  Company and often the name of the private  company
becomes the name of the combined entity.

The Company has very limited  capital,  and it is unlikely that the Company will
be able to take  advantage  of more  than one  such  business  opportunity.  The
Company intends to seek  opportunities  demonstrating the potential of long-term
growth as opposed to short-term  earnings.  However,  at the present  time,  the
Company has not identified any business opportunity that it plans to pursue, nor
has the Company  reached any  agreement  or  definitive  understanding  with any
person concerning an acquisition.

It is  anticipated  that the  Company's  officers  and  directors  will  contact
broker-dealers  and other persons with whom they are acquainted who are involved
with corporate finance matters to advise them of the Company's  existence and to
determine if any  companies or  businesses  that they  represent  have a general
interest in considering a merger or acquisition with a blind pool or blank check
or shell entity. No direct  discussions  regarding the possibility of merger are
expected to occur until after the effective date of this registration statement.
No  assurance  can be given that the Company  will be  successful  in finding or
acquiring a desirable  business  opportunity,  given the limited  funds that are
expected to be available  for  acquisitions.  Furthermore,  no assurance  can be
given  that  any  acquisition,  which  does  occur,  will be on  terms  that are
favorable to the Company or its current stockholders.

The Company's search will be directed toward small and medium-sized enterprises,
which have a desire to become public corporations. In addition these enterprises
may wish to satisfy,  either  currently or in the  reasonably  near future,  the
minimum  tangible  asset  requirement  in order to qualify shares for trading on
NASDAQ or on an exchange such as the American Stock Exchange. (See Investigation
and  Selection  of Business  Opportunities).  The Company  anticipates  that the
business  opportunities  presented  to it will (I)  either be in the  process of
formation,  or be recently organized with limited operating history or a history
of  losses  attributable  to   under-capitalization   or  other  factors;   (ii)
experiencing financial or operating  difficulties;  (iii) be in need of funds to
develop new  products or services or to expand into a new market,  or have plans
for rapid expansion through acquisition of competing  businesses;  (iv) or other
similar  characteristics.  The Company  intends to concentrate  its  acquisition
efforts on properties or businesses  that it believes to be  undervalued or that
it believes may realize a substantial  benefit from being publicly owned.  Given
the above factors,  investors  should expect that any acquisition  candidate may
have  little  or  no  operating   history,   or  a  history  of  losses  or  low
profitability.

The Company does not propose to restrict its search for investment opportunities
to any particular  geographical area or industry, and may, therefore,  engage in
essentially any business,  to the extent of its limited resources.  This include
industries such as service,  finance,  natural  resources,  manufacturing,  high
technology,  product  development,   medical,  communications  and  others.  The
Company's discretion in the selection of business opportunities is unrestricted,
subject to the  availability of such  opportunities,  economic  conditions,  and
other factors.

As a consequence of this registration of its securities,  any entity,  which has
an interest in being acquired by, or merging into the Company, is expected to be
an entity that desires to become a public Company and establish a public trading
market for its securities.  In connection with such a merger or acquisition,  it
is highly  likely  that an amount of stock  constituting  control of the Company
would either be issued by the Company or be purchased from the current principal
stockholders of the Company by the acquiring entity or its affiliates.  If stock
is purchased from the current principal stockholders,  the transaction is likely
to result in substantial gains to the current principal stockholders relative to
their  purchase  price for such stock.  In the Company's  judgment,  none of the
officers and directors would thereby become an underwriter within the meaning of
the  Section  2(11) of the  Securities  Act of 1933,  as  amended as long as the

                                       4
<PAGE>
transaction  is a  private  transaction  rather  than a public  distribution  of
securities. The sale of a controlling interest by certain principal shareholders
of the Company  would occur at a time when minority  stockholders  are unable to
sell their shares because of the lack of a public market for such shares.

Depending upon the nature of the transaction, the current officers and directors
of the Company may resign their  management and board positions with the Company
in connection with a change of control or acquisition of a business  opportunity
(See  Form of  Acquisition,  below,  and  Risk  Factors,  The  Company,  Lack of
Continuity of  Management).  In the event of such a  resignation,  the Company's
current  management  would  thereafter  have no control  over the conduct of the
Company's business.

It is  anticipated  that  business  opportunities  will  come  to the  Company's
attention from various sources,  including its officers and directors, its other
stockholders,   professional   advisors  such  as  attorneys  and   accountants,
securities  broker-dealers,   venture  capitalists,  members  of  the  financial
community,  and others who may present unsolicited proposals. The Company has no
plan,  understandings,  agreements,  or commitments with any individual for such
person to act as a finder of opportunities for the Company.

The  Company  does not foresee  that it will enter into a merger or  acquisition
transaction with any business with which its officers or directors are currently
affiliated. Should the Company determine in the future, contrary to the forgoing
expectations,  that a  transaction  with  an  affiliate  would  be in  the  best
interests  of the  Company  and its  stockholders,  the  Company is, in general,
permitted by Delaware law to enter into a transaction  if: The material facts as
to the  relationship  or interest  of the  affiliate  and as to the  contract or
transaction are disclosed or are known to the Board of Directors,  and the Board
in good faith  authorizes,  approves or ratifies the contract or  transaction by
the affirmative vote of a majority of the disinterested  directors,  even though
the disinterested directors constitute less than a quorum; or the material facts
as to the  relationship  or interest of the  affiliate and as to the contract or
transaction  are  disclosed  or are known to the  stockholders  entitled to vote
thereon, and the contract or transaction is specifically authorized, approved or
ratified  in  good  faith  by  vote  of the  stockholders;  or the  contract  or
transaction is fair as to the Company as of the time it is authorized,  approved
or ratified, by the Board of Directors or the stockholders.

INVESTIGATION AND SELECTION OF BUSINESS OPPORTUNITIES

To a large extent, a decision to participate in a specific business  opportunity
may be made upon  management's  analysis of the  quality of the other  Company's
management  and  personnel,  the  anticipated  acceptability  of new products or
marketing concepts,  the merit of technological  changes,  the perceived benefit
the business  opportunity will derive from becoming a publicly held entity,  and
numerous  other  factors  which are  difficult,  if not  impossible,  to analyze
through the  application of any objective  criteria.  In many  instances,  it is
anticipated that the historical  operations of a specific  business  opportunity
may not  necessarily  be indicative of the potential for the future because of a
variety of factors,  including,  but not limited to, the possible need to expand
substantially,  shift marketing approaches,  change product emphasis,  change or
substantially augment management, raise capital and the like.

It is  anticipated  that the  Company  will not be able to  diversify,  but will
essentially be limited to the acquisition of one business opportunity because of
the Company's limited financing.  This lack of  diversification  will not permit
the Company to offset  potential  losses from one business  opportunity  against
profits from another,  and should be considered an adverse factor  affecting any
decision to purchase the Company's securities.

Certain types of business acquisition  transactions may be completed without any
requirement  that the Company first submit the  transaction to the  stockholders
for their approval.  In the event the proposed transaction is structured in such
a fashion that  stockholder  approval is not required,  holders of the Company's
securities (other than principal  stockholders  holding a controlling  interest)
should not anticipate  that they will be provided with  financial  statements or
any other documentation prior to the completion of the transaction.  Other types
of transactions require prior approval of the stockholders.

In the event a proposed business combination or business acquisition transaction
is  structured in such a fashion that prior  stockholder  approval is necessary,
the  Company  will be  required  to  prepare  a Proxy or  Information  Statement
describing  the proposed  transaction,  file it with the Securities and Exchange
Commission  for  review  and  approval,  and  mail a copy  of it to all  Company
stockholders  prior to holding a stockholders  meeting for purposes of voting on
the  proposal.  Minority  shareholders  that do not vote in favor of a  proposed
transaction  will then have the right,  in the event the transaction is approved
by the required number of stockholders, to exercise statutory dissenter's rights
and elect to be paid the fair value of their shares.

The  analysis  of  business  opportunities  will be  undertaken  by or under the
supervision  of  the  Company's  officers  and  directors,   none  of  whom  are
professional  business analysts (See Management).  Although there are no current
plans to do so, Company management might hire an outside consultant to assist in
the  investigation  and  selection  of business  opportunities,  and might pay a

                                       5
<PAGE>
finder's fee.  Since Company  management has no current plans to use any outside
consultants or advisors to assist in the investigation and selection of business
opportunities,  no policies have been adopted  regarding use of such consultants
or advisors,  the criteria to be used in selecting such consultants or advisors,
the  services to be provided,  the term of service,  or the total amount of fees
that may be paid.  However,  because of the limited resources of the Company, it
is likely that any such fee the Company agrees to pay would be paid in stock and
not in cash.

Otherwise,  in analyzing  potential business  opportunities,  Company management
anticipates that it will consider, among other things, the following factors:

     *    Potential for growth and  profitability  indicated by new  technology,
          anticipated market expansion, or new products;
     *    The Company's  perception of how any particular  business  opportunity
          will be  received by the  investment  community  and by the  Company's
          stockholders;
     *    Whether,  following the business combination,  the financial condition
          of the  business  opportunity  would be, or would  have a  significant
          prospect in the foreseeable  future of becoming,  sufficient to enable
          the securities of the Company to qualify for listing on an exchange or
          on a national automated  securities  quotation system, such as NASDAQ,
          so as to permit the trading of such  securities  to be exempt from the
          requirements  of Rule 15g-9  adopted by the  Securities  and  Exchange
          Commission (See Risk Factors The Company Regulations of Penny Stocks).
     *    Capital  requirements and anticipated  availability of required funds,
          to be provided by the Company or from operations,  through the sale of
          additional securities, through joint ventures or similar arrangements,
          or from other sources;
     *    The extent to which the business opportunity can be advanced;
     *    Competitive  position as compared to other  companies  of similar size
          and  experience  within  the  industry  segment  as well as within the
          industry as a whole;
     *    Strength and diversity of existing management or management  prospects
          that are scheduled for recruitment;
     *    The cost of  participation by the Company as compared to the perceived
          tangible and intangible values and potential; and
     *    The accessibility of required  management  expertise,  personnel,  raw
          materials,  services,  professional  assistance,  and  other  required
          items.

In regard to the  possibility  that the shares of the Company  would qualify for
listing on NASDAQ,  the current  standards for initial  listing  include,  among
other  requirements,  that the Company (1) have net tangible  assets of at least
$4.0 million, or a market  capitalization of $50.0 million, or net income of not
less that $0.75  million in its latest  fiscal  year or in two of the last three
fiscal  years;  (2) have a public float  (i.e.,  shares that are not held by any
officer, director or 10% stockholder) of at least 1.0 million shares; (3) have a
minimum  bid  price  of at  least  $4.00;  (4)  have  at  least  300  round  lot
stockholders (i.e., stockholders who own not less than 100 shares); and (5) have
an operating history of at least one year or have a market  capitalization of at
least $50.0 million.  Many, and perhaps most, of the business opportunities that
might be  potential  candidates  for a  combination  with the Company  would not
satisfy the NASDAQ listing criteria.

No one of the factors  described above will be controlling in the selection of a
business  opportunity,  and  management  will  attempt  to analyze  all  factors
appropriate to each  opportunity and make a determination  based upon reasonable
investigative  measures  and  available  data.  Potentially  available  business
opportunities  may occur in many  different  industries and at various stages of
development,  all of which will make the task of comparative  investigation  and
analysis  of  such  business  opportunities  extremely  difficult  and  complex.
Potential  investors  must  recognize  that,  because of the  Company's  limited
capital  available for  investigation  and  management's  limited  experience in
business analysis,  the Company may not discover or adequately  evaluate adverse
facts about the opportunity to be acquired.

The  Company  is  unable  to  predict  when  it may  participate  in a  business
opportunity.  It expects,  however,  that the analysis of specific proposals and
the selection of a business opportunity may take several months or more.

Prior to making a decision to participate in a business opportunity, the Company
will generally request that it be provided with written materials  regarding the
business  opportunity  containing  as much  relevant  information  as  possible,
including, but not limited to, such items as a description of products, services
and  Company  history;  management  resumes;  financial  information;  available
projections,  with related assumptions upon which they are based; an explanation
of proprietary products and services; evidence of existing patents,  trademarks,
or service marks, or rights thereto;  present and proposed forms of compensation
to  management;  a  description  of  transactions  between  such Company and its
affiliates  during the relevant  periods;  a description of present and required
facilities; an analysis of risks and competitive conditions; a financial plan of
operation and estimated capital requirements;  audited financial statements,  or
if  they  are not  available,  unaudited  financial  statements,  together  with
reasonable  assurance  that  audited  financial  statements  would be able to be
produced  within a  reasonable  period of time not to  exceed 60 days  following
completion of a merger or acquisition transaction; and the like.

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<PAGE>
As part of the Company's  investigation,  the Company's  executive  officers and
directors may meet personally  with management and key personnel,  may visit and
inspect  material  facilities,  obtain  independent  analysis or verification of
certain information provided,  check references of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise.

It is possible that the range of business  opportunities that might be available
for  consideration  by the Company  could be limited by the impact of Securities
and Exchange Commission regulations regarding purchase and sale of penny stocks.
The regulations would affect, and possibly impair, any market that might develop
in the  Company's  securities  until such time as they  qualify  for  listing on
NASDAQ or on an exchange which would make them exempt from  applicability of the
penny stock regulations. (See Risk Factors Regulation of Penny Stocks)

Company   management   believes  that  various  types  of  potential  merger  or
acquisition  candidates might find a business combination with the Company to be
attractive.  These include  acquisition  candidates  desiring to create a public
market for their shares in order to enhance liquidity for current  stockholders,
acquisition  candidates  which have long-term  plans for raising capital through
public sale of  securities  and believe that the possible  prior  existence of a
public  market  for  their  securities  would  be  beneficial,  and  acquisition
candidates  which  plan  to  acquire   additional  assets  through  issuance  of
securities rather than for cash, and believe that the possibility of development
of a public market for their  securities  will be of assistance in that process.
Acquisition  candidates,  which have a need for an immediate cash infusion,  are
not likely to find a potential  business  combination  with the Company to be an
attractive alternative.

FORM OF ACQUISITION

It is impossible to predict the manner in which the Company may participate in a
business opportunity.  Specific business  opportunities will be reviewed as well
as the  respective  needs and desires of the Company  and the  promoters  of the
opportunity  and,  upon the basis of the  review  and the  relative  negotiating
strength of the Company and such promoters, the legal structure or method deemed
by management to be suitable will be selected.  Such structure may include,  but
is not limited to leases, purchase and sale agreements, licenses, joint ventures
and other contractual  arrangements.  The Company may act directly or indirectly
through an interest in a partnership, corporation or other form of organization.
Implementing   such   structure  may  require  the  merger,   consolidation   or
reorganization  of the  Company  with other  corporations  or forms of  business
organization.  In  addition,  the present  management  and  stockholders  of the
Company  most likely will not have  control of a majority of the voting stock of
the Company following a merger or reorganization  transaction. As part of such a
transaction,  the Company's  existing directors may resign and new directors may
be appointed without any vote by stockholders.

It is likely  that the Company  will  acquire  its  participation  in a business
opportunity  through the  issuance of Common  Stock or other  securities  of the
Company.  Although the terms of any such  transaction  cannot be  predicted,  it
should be noted that in  certain  circumstances  the  criteria  for  determining
whether or not an acquisition is a so-called "B" tax free  reorganization  under
the Internal  Revenue Code of 1986 as amended,  depends upon the issuance to the
stockholders of the acquired  Company of a controlling  interest  (i.e.,  80% or
more) of the common stock of the combined  entities  immediately  following  the
reorganization.  If a transaction  were  structured  to take  advantage of these
provisions  rather than other a tax free provisions  provided under the Internal
Revenue Code, the Company's current  stockholders  would retain in the aggregate
20% or less of the total  issued and  outstanding  shares.  This could result in
substantial  additional dilution in the equity of those who were stockholders of
the Company prior to such reorganization. Any such issuance of additional shares
might also be done simultaneously with a sale or transfer of shares representing
a  controlling  interest in the Company by the current  officers,  directors and
principal stockholders.

It is anticipated that any new securities issued in any reorganization  would be
issued  in  reliance  upon  one  or  more  exemptions  from  registration  under
applicable  federal and state securities laws to the extent that such exemptions
are available.  In some  circumstances,  however, as a negotiated element of the
transaction,  the Company may agree to register  such  securities  either at the
time the  transaction is  consummated  or under certain  conditions at specified
times thereafter.  The issuance of substantial  additional  securities and their
potential  sale into any  trading  market  that might  develop in the  Company's
securities may have a depressive effect upon such market.

The  Company  will  participate  in  a  business   opportunity  only  after  the
negotiation  and  execution of a written  agreement.  Although the terms of such
agreement  cannot  be  predicted,  generally  such an  agreement  would  require
specific  representations and warranties by all of the parties thereto,  specify
certain events of default,  detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing,  outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.

As a general  matter,  the Company  anticipates  that it,  and/or its  principal
stockholders will enter into a letter of intent with the management,  principals
or owners  of a  prospective  business  opportunity  prior to  signing a binding
agreement.  Such a letter  of intent  will set  forth the terms of the  proposed
acquisition but will not bind any of the parties to consummate the  transaction.

                                       7
<PAGE>
Execution of a letter of intent will by no means indicate that  consummation  of
an acquisition is probable.  Neither the Company nor any of the other parties to
the letter of intent  will be bound to  consummate  the  acquisition  unless and
until a definitive  agreement is executed.  Even after a definitive agreement is
executed,  it is possible that the acquisition  would not be consummated  should
any party elect to exercise any right  provided in the agreement to terminate it
on specific grounds.

It is anticipated that the investigation of specific business  opportunities and
the  negotiation,  drafting  and  execution of relevant  agreements,  disclosure
documents and other  instruments  will require  substantial  management time and
attention and  substantial  costs for  accountants,  attorneys and others.  If a
decision is made not to  participate  in a specific  business  opportunity,  the
costs incurred in the related investigation would not be recoverable.  Moreover,
because many providers of goods and services require compensation at the time or
soon after the goods and services are provided,  the inability of the Company to
pay until an  indeterminate  future time may make it impossible to produce goods
and services.

INVESTMENT COMPANY ACT AND OTHER REGULATION

The Company may participate in a business opportunity by purchasing,  trading or
selling the securities of such business.  The Company does not, however,  intend
to engage  primarily in such  activities.  Specifically,  the Company intends to
conduct its activities so as to avoid being classified as an investment  Company
under the Investment  Company Act of 1940 (the Investment Act), and therefore to
avoid  application  of  the  costly  and  restrictive   registration  and  other
provisions of the Investment Act, and the regulations promulgated thereunder.

The  Company's  plan of business may involve  changes in its capital  structure,
management,   control  and   business,   especially   if  it   consummates   the
reorganization  as  discussed  above.  Each of these areas is  regulated  by the
Investment Act, in order to protect purchasers of investment Company securities.
Since the Company will not register as an investment Company,  stockholders will
not be afforded these protections.

COMPETITION

The  Company  expects to  encounter  substantial  competition  in its efforts to
locate attractive  business  combination  opportunities.  The competition may in
part come from business development companies,  venture capital partnerships and
corporations, small investment companies, brokerage firms, and the like. Some of
these  types of  organizations  are likely to be in a better  position  than the
Company to obtain access to attractive  business  acquisition  candidates either
because they have greater experience, resources and managerial capabilities than
the Company,  because they are able to offer immediate access to limited amounts
of cash,  or for a variety of other  reasons.  The Company also will  experience
competition from other public companies with similar business purposes,  some of
which may also have funds available for use by an acquisition candidate.

EMPLOYEES

The Company currently has no employees. Management of the Company expects to use
consultants,  attorneys and accountants as necessary,  and does not anticipate a
need to engage any full-time  employees so long as it is seeking and  evaluating
business  opportunities.  The need for employees and their  availability will be
addressed  in  connection  with  the  decision  whether  or  not to  acquire  or
participate in specific business opportunities.

RISK FACTORS

The  Company's  business  and plan of  operation  is  subject to  numerous  risk
factors, including, but not limited to, the following:

LIMITED OPERATING HISTORY MAKES POTENTIAL DIFFICULT TO ASSESS

The  Company has had no  operating  history  nor any  revenues or earnings  from
operations  since  1989.  All  efforts  from our  inception  through  1989  were
unsuccessful.  The Company  has no assets or  financial  resources.  The Company
will,  in  all  likelihood,  continue  to  sustain  operating  expenses  without
corresponding   revenues,   at  least  until  the  consummation  of  a  business
combination.  This  will  most  likely  result in the  Company  incurring  a net
operating loss which will increase continuously until the Company can consummate
a business  combination  with a target  company.  There is no assurance that the
Company  can  identify  such a target  company  and  consummate  such a business
combination.

OUR SOLE  OFFICER AND  DIRECTOR IS ALSO OUR  LARGEST  STOCKHOLDER  AND CONTROL A
SIGNIFICANT PERCENTAGE OF OUR COMMON STOCK, THE COMPANY COMPETES WITH BUSINESSES
OWNED  BY  HIM  AND  HIS   INTERESTS  MAY  CONFLICT  WITH  THOSE  OF  OUR  OTHER
STOCKHOLDERS.

                                       8
<PAGE>
As of the date of this filing,  Glenn A. Little,  our Chief  Executive  Officer,
Chief Financial Officer and sole director beneficially owns approximately 88.21%
of our issued and  outstanding  common stock. As a result,  this  stockholder is
able to exercise  significant  influence over most matters requiring approval by
our  stockholders,  including  the  election of  directors  and the  approval of
significant corporate  transactions.  Such a concentration of ownership may have
the effect of  delaying  or  preventing  a change in  control  of us,  including
transactions in which  stockholders  might otherwise receive a premium for their
shares over then current market prices.

Further,  Glenn A. Little holds equivalent positions in other entities identical
or  similar  to the  Company.  Accordingly,  the  Company  is  engaged in direct
competition  with other  comparable  entities  either owned or controlled by Mr.
Little. Mr Little's  interests in these entities present potential  conflicts of
interest with those of the Company and its stockholders.

It  is  anticipated  that  the  Company's  principal  shareholder  may  actively
negotiate or otherwise  consent to the purchase of a portion of his common stock
as a condition  to, or, in  connection  with, a proposed  merger or  acquisition
transaction.  In this process, the Company's principal shareholders may consider
his own  personal  pecuniary  benefit  rather  than the best  interest  of other
Company  shareholders.  Depending  upon the  nature of a  proposed  transaction,
Company  shareholder  other than the principal  shareholders may not be afforded
the opportunity to approve or consent to a particular transaction.

THERE IS NO AGREEMENT FOR A BUSINESS COMBINATION AND NO MINIMUM REQUIREMENTS FOR
A BUSINESS COMBINATION

The Company has no current arrangement,  agreement or understanding with respect
to engaging in a business  combination with a specific  entity.  There can be no
assurance  that the Company will be successful  in  identifying  and  evaluating
suitable  business  opportunities  or in concluding a business  combination.  No
particular  industry or specific  business  within an industry has been selected
for a target  company.  The Company  has not  established  a specific  length of
operating history or a specified level of earnings,  assets,  net worth or other
criteria  which it will require a target  company to have  achieved,  or without
which the Company would not consider a business  combination  with such business
entity.  Accordingly,  the Company may enter into a business  combination with a
business entity having no significant operating history,  losses,  limited or no
potential for immediate  earnings,  limited assets,  negative net worth or other
negative characteristics. There is no assurance that the Company will be able to
negotiate a business combination on terms favorable to the Company.

NO ASSURANCE OF SUCCESS OR PROFITABILITY

There is no  assurance  that the  Company  will  acquire  a  favorable  business
opportunity.   Even  if  the  Company  should  become  involved  in  a  business
opportunity, there is no assurance that it will generate revenues or profits, or
that the market  price of the  Company's  outstanding  shares will be  increased
thereby.

TYPE OF BUSINESS TO BE ACQUIRED

The type of business to be acquired may be one that  desires to avoid  effecting
its own public offering and the accompanying expense, delays, uncertainties, and
federal and state requirements  which purport to protect  investors.  Because of
the Company's  limited capital,  it is more likely than not that any acquisition
by the  Company  will  involve  other  parties  whose  primary  interest  is the
acquisition  of control of a publicly  traded  Company.  Moreover,  any business
opportunity  acquired may be currently  unprofitable  or present other  negative
factors.

LACK OF DIVERSIFICATION

Because of the limited financial  resources that the Company has, it is unlikely
that the Company will be able to diversify its  acquisitions or operations.  The
Company's probable inability to diversify its activities into more than one area
will subject the Company to economic  fluctuations  within a particular business
or industry and  therefore  increase  the risks  associated  with the  Company's
operations.

ONLY ONE DIRECTOR AND OFFICER

Because  management  consists  of only one  person,  while  seeking  a  business
combination,  Glenn A. Little, the Company's President,  will be the only person
responsible in conducting the day-to-day  operations of the Company. The Company
does not benefit from multiple  judgments  that a greater number of directors or
officers would provide,  and the Company will rely completely on the judgment of
its one  officer  and  director  when  selecting a target  company.  Mr.  Little
anticipates  devoting only a limited amount of time per month to the business of
the Company. Mr. Little has not entered into a written employment agreement with
the Company and he is not  expected  to do so. The Company  does not  anticipate

                                       9
<PAGE>
obtaining key man life insurance on Mr. Little.  The loss of the services of Mr.
Little would  adversely  affect  development  of the Company's  business and its
likelihood of continuing operations.

DEPENDENCE UPON MANAGEMENT, LIMITED PARTICIPATION OF MANAGEMENT

The Company will be entirely  dependant  upon the  experience of its officer and
director  in seeking,  investigating,  and  acquiring  a business  and in making
decisions regarding the Company's operations. Because investors will not be able
to evaluate the merits of possible future business  acquisitions by the Company,
they should critically assess the information  concerning the Company's officers
and directors. (See Management.)

POSSIBLE NEED FOR ADDITIONAL FINANCING

The Company has very limited funds,  and such funds, may not be adequate to take
advantage  of any  available  business  opportunities.  Even  if  the  Company's
currently available funds prove to be sufficient to pay for its operations until
it is able to acquire an interest in, or complete a transaction with, a business
opportunity,  such funds will clearly not be  sufficient to enable it to exploit
the opportunity. Thus, the ultimate success of the Company will depend, in part,
upon its availability to raise additional capital. In the event that the Company
requires modest amounts of additional capital to fund its operations until it is
able to complete a business acquisition or transaction, such funds, are expected
to be  provided  by the  principal  shareholder.  However,  the  Company has not
investigated  the   availability,   source,  or  terms  that  might  govern  the
acquisition of the additional  capital which is expected to be required in order
to exploit a business  opportunity,  and will not do so until it has  determined
the level of need for such  additional  financing.  There is no  assurance  that
additional  capital will be available from any source or, if available,  that it
can be  obtained on terms  acceptable  to the  Company.  If not  available,  the
Company's  operations  will be limited to those  that can be  financed  with its
modest capital.

DEPENDENCE UPON OUTSIDE ADVISORS

To supplement the business  experience of its officer and director,  the Company
may be required to employ accountants, technical experts, appraisers, attorneys,
or other  consultants  or advisors.  The  selection of any such advisors will be
made by the Company's officer,  without any input by shareholders.  Furthermore,
it is anticipated that such persons may be engaged on an as needed basis without
a continuing  fiduciary  or other  obligation  to the Company.  In the event the
officer of the Company considers it necessary to hire outside  advisors,  he may
elect  to hire  persons  who are  affiliates,  if those  affiliates  are able to
provide the required services.

REGULATION OF PENNY STOCKS

The U. S. Securities and Exchange Commission (SEC) has adopted a number of rules
to regulate "penny stocks." Because the securities of the Company may constitute
"penny stocks" within the meaning of the rules (as any equity  security that has
a market  price of less than $5.00 per share or with an  exercise  price of less
than $5.00 per share,  largely traded in the National  Association of Securities
Dealers'  (NASD) OTC Bulletin Board or the "Pink Sheets",  the rules would apply
to the Company and to its  securities.  The  Commission  has adopted  Rule 15g-9
which established sales practice  requirements for certain low price securities.
Unless the transaction is exempt, it shall be unlawful for a broker or dealer to
sell a penny stock to, or to effect the purchase of a penny stock by, any person
unless  prior to the  transaction:  (i) the  broker or dealer has  approved  the
person's  account for transactions in penny stock pursuant to this rule and (ii)
the broker or dealer has  received  from the person a written  agreement  to the
transaction  setting  forth the  identity  and quantity of the penny stock to be
purchased.  In order to approve a person's  account  for  transactions  in penny
stock,  the  broker or dealer  must:  (a)  obtain  from the  person  information
concerning  the  person's  financial  situation,   investment  experience,   and
investment objectives; (b) reasonably determine that transactions in penny stock
are suitable for that person,  and that the person has sufficient  knowledge and
experience in financial matters that the person reasonably may be expected to be
capable of evaluating the risks of transactions  in penny stock;  deliver to the
person a written statement setting forth the basis on which the broker or dealer
made the determination  (i) stating in a highlighted  format that it is unlawful
for the  broker or dealer to affect a  transaction  in penny  stock  unless  the
broker or dealer has received, prior to the transaction,  a written agreement to
the  transaction  from the  person;  and (ii)  stating in a  highlighted  format
immediately  preceding  the  customer  signature  line that  (iii) the broker or
dealer is required to provide  the person with the written  statement;  and (iv)
the person  should not sign and return the  written  statement  to the broker or
dealer if it does not  accurately  reflect  the  person's  financial  situation,
investment  experience,  and  investment  objectives;  and (c) receive  from the
person a manually  signed and dated copy of the  written  statement.  It is also
required that disclosure be made as to the risks of investing in penny stock and
the  commissions  payable  to  the  broker-dealer,  as  well  as  current  price
quotations  and the  remedies  and rights  available  in cases of fraud in penny
stock transactions. Statements, on a monthly basis, must be sent to the investor
listing recent prices for the Penny Stock and information on the limited market.
Shareholders  should  be  aware  that,  according  to  Securities  and  Exchange
Commission  Release No.  34-29093,  the market for penny  stocks has suffered in
recent years from patterns of fraud and abuse. Such patterns include (i) control

                                       10
<PAGE>
of the market for the  security  by one or a few  broker-dealers  that are often
related  to  the  promoter  or  issuer;  (ii)  manipulation  of  prices  through
prearranged  matching  of  purchases  and sales and false and  misleading  press
releases;  (iii) "boiler room"  practices  involving high pressure sales tactics
and unrealistic price projections by inexperienced sales persons; (iv) excessive
and undisclosed bid ask differential and markups by selling broker-dealers;  and
(v) the wholesale dumping of the same securities by promoters and broker dealers
after prices have been manipulated to a desired level,  along with the resulting
inevitable  collapse of those prices and with consequent  investor  losses.  The
Company's  management is aware of the abuses that have occurred  historically in
the penny stock market. Although the Company does not expect to be in a position
to dictate the behavior of the market or of  broker-dealers  who  participate in
the market,  management will strive within the confines of practical limitations
to prevent the  described  patterns from being  established  with respect to the
Company's securities.

THERE  MAY  BE  A  SCARCITY  OF  AND/OR  SIGNIFICANT  COMPETITION  FOR  BUSINESS
OPPORTUNITIES AND/OR COMBINATIONS

The  Company is and will  continue  to be an  insignificant  participant  in the
business of seeking mergers with and acquisitions of business entities.  A large
number of established  and well financed  entities,  including  venture  capital
firms,  are active in mergers and  acquisitions of companies which may be merger
or acquisition target candidates for the Company.  Nearly all such entities have
significantly  greater financial  resources,  technical expertise and managerial
capabilities  than the  Company  and,  consequently,  the  Company  will be at a
competitive  disadvantage in identifying  possible  business  opportunities  and
successfully completing a business combination.  Moreover, the Company will also
compete in seeking  merger or  acquisition  candidates  with other  public shell
companies, some of which may also have funds available for use by an acquisition
candidate.

REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION

Pursuant to the  requirements  of Section 13 of the Exchange Act, the Company is
required to provide certain information about significant acquisitions including
audited financial  statements of the acquired  company.  These audited financial
statements  must be furnished  within 4 days  following the effective  date of a
business  combination.  Obtaining audited financial  statements are the economic
responsibility of the target company.  The additional time and costs that may be
incurred by some potential target companies to prepare such financial statements
may  significantly  delay or essentially  preclude  consummation of an otherwise
desirable acquisition by the Company.  Acquisition prospects that do not have or
are unable to obtain the required audited  statements may not be appropriate for
acquisition  so long  as the  reporting  requirements  of the  Exchange  Act are
applicable.  When a  non-reporting  company becomes the successor of a reporting
company by merger,  consolidation,  exchange of securities,  and  acquisition of
assets or otherwise,  the successor  company is required to provide in a Current
Report  on Form  8-K the  same  kind  of  information  that  would  appear  in a
Registration  Statement or an Annual Report on Form 10-K,  including audited and
pro forma financial statements.  The Commission treats these Form 8-K filings in
the same way it treats the  filing of  Registration  Statements  on Form 10. The
Commission  subjects  them  to  its  standards  of  review  selection,  and  the
Commission may issue substantive  comments on the sufficiency of the disclosures
represented.   If  the  Company  enters  into  a  business  combination  with  a
non-reporting  company,  such  non-reporting  company will not receive reporting
status  until the  Commission  has  determined  that it will not  review the 8-K
filing or all of the comments have been cleared by the Commission.

LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION

The Company has neither conducted,  nor have others made available to it, market
research indicating that demand exists for the transactions  contemplated by the
Company.  In the event demand exists for a transaction of the type  contemplated
by the  Company,  there  is no  assurance  the  Company  will be  successful  in
completing any such business combination.

PROBABLE CHANGE IN CONTROL OF THE COMPANY AND/OR MANAGEMENT

In conjunction with completion of a business acquisition, it is anticipated that
the Company will issue an amount of the Company's authorized but unissued common
stock that represents the greater majority of the voting power and equity of the
Company,  which will,  in all  likelihood,  result in  shareholders  of a target
company obtaining a controlling  interest in the Company.  As a condition of the
business combination agreement, the current shareholder of the Company may agree
to sell or transfer all or a portion of the Company's common stock he owns so to
provide the target company with all or majority control. The resulting change in
control of the Company will likely result in removal of the present  officer and
director of the Company and a  corresponding  reduction in or elimination of his
participation in the future affairs of the Company.

                                       11
<PAGE>
POSSIBLE DILUTION OF VALUE OF SHARES UPON BUSINESS COMBINATION

A business  combination  normally  will  involve the  issuance of a  significant
number of additional shares.  Depending upon the value of the assets acquired in
such business combination, the per share value of the Company's common stock may
increase or decrease, perhaps significantly.

LIMITED OR NO PUBLIC MARKET EXISTS

There is currently a limited public market for the Company's  common stock,  via
the "Pink  Sheets" and no  assurance  can be given that a market will develop or
that a  shareholder  ever  will be  able to  liquidate  his  investment  without
considerable  delay,  if at all. If a market  should  develop,  the price may be
highly volatile.  Factors such as those discussed in this "Risk Factors" section
may have a significant  impact upon the market price of the  securities  offered
hereby.  Owing to the low price of the securities,  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 theses securities,  the combination of
brokerage commissions, state transfer taxes, if any, and any other selling costs
may exceed the sales proceeds.

REGISTRATION OF SHARES IS REQUIRED

It is the SEC's position that  securities  issued by a "shell" company cannot be
sold under the  exemption  from  registration  provided by Rule 144  promulgated
under the Securities Act of 1933 (the "Act"),  but must be registered  under the
Securities  Act of 1933.  Any  other  securities  issued to  individuals  in the
capacity of management,  affiliates,  control persons and promoters will also be
registered  with the SEC prior to resale  and shall be issued  with  appropriate
restricted  legend to reflect the  registration  requirements.  The Company will
make  appropriate  provisions  under the  Securities Act of 1933 to register the
Company's shares for resale."

BLUE SKY CONSIDERATION

Because the securities  registered hereunder have not been registered for resale
under the Blue Sky laws of any state, the holders of such shares and persons who
desire to purchase them in any trading  market that might develop in the future,
should be aware,  that there may be significant  state Blue Sky law restrictions
upon the  ability of  investors  to sell the  securities  and of  purchasers  to
purchase the securities.  Accordingly,  investors  should consider the secondary
market for the Company's securities to be a limited one.

ADDITIONAL RISKS DOING BUSINESS IN A FOREIGN COUNTRY

The Company may  effectuate a business  combination  with a merger  target whose
business operations or even headquarters, place of formation or primary place of
business are located  outside the United States of America.  In such event,  the
Company may face the significant additional risks associated with doing business
in that country. In addition to the language barriers,  different  presentations
of financial  information,  different  business  practices,  and other  cultural
differences  and barriers  that may make it difficult to evaluate  such a merger
target,   ongoing  business  risks  result  from  the  international   political
situation,  uncertain legal systems and applications of law,  prejudice  against
foreigners,   corrupt  practices,  uncertain  economic  policies  and  potential
political and economic  instability  that may be exacerbated in various  foreign
countries.

TAXATION

Federal  and  state  tax  consequences   will,  in  all  likelihood,   be  major
considerations  in any  business  combination  that the Company  may  undertake.
Currently,  such  transactions  may be  structured  so as to result in  tax-free
treatment  to  both  companies,  pursuant  to  various  federal  and  state  tax
provisions.  The Company intends to structure any business  combination so as to
minimize  the  federal  and state tax  consequences  to both the Company and the
target entity; however, there can be no assurance that such business combination
will meet the statutory  requirements of a tax-free  reorganization  or that the
parties will obtain the intended tax-free  treatment upon a transfer of stock or
assets. A non-qualifying  reorganization  could result in the imposition of both
federal and state taxes, which may have an adverse effect on both parties to the
transaction.

ITEM 2 - DESCRIPTION OF PROPERTY

The  Company  currently  maintains  a mailing  address at 211 West Wall  Street,
Midland, TX 79701. The Company's telephone number there is (432) 682-1761. Other
than this mailing  address,  the Company does not  currently  maintain any other
office  facilities,  and does not  anticipate  the need for  maintaining  office
facilities at any time in the  foreseeable  future.  The Company pays no rent or

                                       12
<PAGE>
other  fees  for the use of the  mailing  address  as  these  offices  are  used
virtually full-time by other businesses of the Company's President.

It is  likely  that  the  Company  will not  establish  an  office  until it has
completed a business acquisition transaction,  but it is not possible to predict
what   arrangements  will  actually  be  made  with  respect  to  future  office
facilities.

ITEM 3 - LEGAL PROCEEDINGS

The  Company  is not a  party  to any  pending  legal  proceedings,  and no such
proceedings are known to be contemplated.

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

On February  28,  2007,  by written  consents  in lieu of meeting,  stockholders
representing  a majority of the issued and  outstanding  shares of the Company's
common stock approved a  recommendation  of the Company's  Board of Directors to
effect a 1 share for 3,300 share reverse  split of the  Company's  common stock,
with all  fractional  shares  being paid $0.05 for each  fractional  share.  The
effect of this  action  reduced  the number of the then  issued and  outstanding
shares from 32,919,930 to 9,558.

On  June  5,  2007,  by  written  consents  in  lieu  of  meeting,  stockholders
representing  a majority of the issued and  outstanding  shares of the Company's
common stock approved a  recommendation  of the Company's  Board of Directors to
effect a 1 for 100 shares reverse split of the Company's common stock,  with all
fractional  shares  rounded up to the nearest  whole  share.  The effect of this
action reduced the number of the then issued and  outstanding  shares from 9,558
to 474.

On October 15,  2007,  the  Company's  Board of  Directors  effected a 100 for 1
forward split of the Company's common stock. The effect of this action increased
the number of the then issued and outstanding shares from 3,599 to 359,900.

                                     PART II

ITEM 5 - MARKET  FOR  COMPANY'S  COMMON  EQUITY,  RELATED  STOCKHOLDER  MATTERS,
         RELATED  STOCKHOLDERS' MATTERS AND SMALL  BUSINESS ISSUER  PURCHASES OF
         EQUITY SECURITIES

MARKET FOR TRADING

The Company has  approximately  251  shareholders of record and an estimated 148
shareholder positions held in "street name".

The  Company's  Common  Stock is quoted on the OTC  Bulletin  Board under symbol
"EGHA".  As of the date of this report,  there are few and infrequent  trades of
the Company's  securities.  The following table sets forth the quarterly average
high and low closing bid prices per share for the Common Stock:

                                                     High                   Low
                                                     ----                   ---
Fiscal year ended August 31, 2007
   Quarter ended November 30, 2006         Not eligible for trading
   Quarter ended February 28, 2007         Not eligible for trading
   Quarter ended May 31, 2007              Not eligible for trading
   Quarter ended August 31, 2007           Not eligible for trading

Fiscal year ended August 31, 2008
   Quarter ended November 30, 2007         Not eligible for trading
   Quarter ended February 28, 2008                  $2.00                 $1.05
   Quarter ended May 31, 2008                        1.35                  1.25
   Quarter ended August 31, 2008                     1.25                  1.25

TRANSFER AGENT

Our independent stock transfer agent is Securities Transfer Corporation, located
in Frisco,  Texas.  The mailing  address and  telephone  number are: 2591 Dallas
Parkway, Suite 102, Frisco, Texas 75034; (469) 633-0101.

                                       13
<PAGE>
REPORTS TO STOCKHOLDERS

The Company  plans to furnish its  stockholders  with an annual  report for each
fiscal year ending  August 31  containing  financial  statements  audited by its
independent certified public accountants. In the event the Company enters into a
business  combination  with  another  Company,  it is the present  intention  of
management to continue furnishing annual reports to stockholders.  Additionally,
the Company  may, in its sole  discretion,  issue  unaudited  quarterly or other
interim  reports to its  stockholders  when it deems  appropriate.  The  Company
intends to maintain  compliance with the periodic reporting  requirements of the
Securities Exchange Act of 1934.

DIVIDEND POLICY

No dividends  have been paid to date and the Company's  Board of Directors  does
not anticipate  paying  dividends in the foreseeable  future.  It is the current
policy of the Company's  Board of Directors to retain all  earnings,  if any, to
support future growth and expansion.

RECENT ISSUANCES OF UNREGISTERED SECURITIES

On February  28,  2007,  by written  consents  in lieu of meeting,  stockholders
representing  a majority of the issued and  outstanding  shares of the Company's
common stock approved a  recommendation  of the Company's  Board of Directors to
effect a 1 share for 3,300 share reverse  split of the  Company's  common stock,
with all  fractional  shares  being paid $0.05 for each  fractional  share.  The
effect of this action reduced the number of issued and  outstanding  shares from
32,919,930 to 9,558.

On  June  5,  2007,  by  written  consents  in  lieu  of  meeting,  stockholders
representing  a majority of the issued and  outstanding  shares of the Company's
common stock approved a  recommendation  of the Company's  Board of Directors to
effect a 1 for 100 shares reverse split of the Company's common stock,  with all
fractional  shares  rounded up to the nearest  whole  share.  The effect of this
action reduced the number of issued and outstanding shares from 9,558 to 474.

On October 15,  2007,  the  Company's  Board of  Directors  effected a 100 for 1
forward split of the Company's common stock. The effect of this action increased
the number of issued and outstanding shares from 3,599 to 359,900.

The cumulative  effect of these three actions are presented in the  accompanying
financial statements as of the first day of the first period presented.

On or about April 16, 2004, the Company sold  10,000,000  pre-stock split action
shares (3,100  cumulative stock split action shares) of restricted  common stock
for gross proceeds of $10,000, pursuant to a subscription agreement, to Glenn A.
Little,  who became the Company's current Chief Executive  Officer.  The Company
relied upon  Section  4(2) of The  Securities  Act of 1933,  as amended,  for an
exemption from  registration of these shares and no underwriter was used in this
transaction.

On or about April 26, 2004, Glenn A. Little acquired  8,772,000  pre-stock split
action shares (2,600  cumulative stock split action shares) of common stock from
James Rapholz,  Jr., the Company's then  controlling  shareholder  and executive
officer for $50,000 cash in a private transaction.

The  effect of these  two  transactions  caused  Glenn A.  Little to become  the
Company's  controlling  shareholder,  owning  18,772,000  pre-stock split action
shares of the  32,919,930  then issued and  outstanding  pre-stock  split action
shares of the Registrant's  common stock, or approximately  57.02%, at the close
of business on April 26, 2004.

On or about August 17,  2007,  the Company  completed a private  placement of an
aggregate 3,125 pre-stock  split action shares (312,500  cumulative  stock split
action shares) of restricted,  unregistered common stock for total cash proceeds
of $15,625 to three separate individuals, including 3,000 pre-stock split action
shares (300,000  cumulative  stock split action shares) to Glenn A. Little,  the
Company's sole officer and director. The Company relied upon Section 4(2) of the
Securities Act of 1933, as amended,  for an exemption from registration on these
shares.

On or about August 13,  2008,  the Company  completed a private  placement of an
aggregate 100,000 net post-split shares of restricted, unregistered common stock
for total cash  proceeds  of  $62,500 to Glenn A.  Little,  the  Company's  sole
officer and director. The Company relied upon Section 4(2) of the Securities Act
of 1933, as amended, for an exemption from registration on these shares.

                                       14
<PAGE>
ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

RESULTS OF OPERATIONS

The Company had no revenue for the  respective  years ended  August 31, 2008 and
2007, respectively.

During each of the years ended August 31, 2008 and 2007, the Company  recognized
general operating expenses of approximately  $21,100 and $15,000,  respectively,
which were  directly  related to the  maintenance  of the  corporate  entity and
compliance with the periodic reporting  requirements of the Securities  Exchange
Act of 1934. The Company's  operating  expenses are anticipated to remain fairly
consistent as the Company  maintains its compliance with the periodic  reporting
requirements of the Securities Exchange Act of 1934, as amended.

The  Company  does not  expect  to  generate  any  meaningful  revenue  or incur
significant   operating   expenses  for  purposes  other  than   fulfilling  the
obligations  of a reporting  company under the  Securities  Exchange Act of 1934
unless  and until  such  time that the  Company's  operating  subsidiary  begins
meaningful operations.

At August 31, 2008 and 2007,  the Company had working  capital of  approximately
$24,100 and $(15,700), respectively.

It is the belief of management  and  significant  stockholders  that  sufficient
working capital necessary to support and preserve the integrity of the corporate
entity  will be  present.  However,  there is no  legal  obligation  for  either
management or significant  stockholders  to provide  additional  future funding.
Should this pledge fail to provide financing, the Company has not identified any
alternative  sources.  Consequently,   there  is  substantial  doubt  about  the
Company's ability to continue as a going concern.

The Company's need for working  capital may change  dramatically  as a result of
any business acquisition or combination  transaction.  There can be no assurance
that the Company will identify any such business, product, technology or company
suitable for acquisition in the future.  Further, there can be no assurance that
the Company would be successful in  consummating  any  acquisition  on favorable
terms  or that it will be able  to  profitably  manage  the  business,  product,
technology or company it acquires.

PLAN OF BUSINESS

GENERAL

The  Company  intends to locate and  combine  with an  existing,  privately-held
company which is profitable  or, in  management's  view,  has growth  potential,
irrespective of the industry in which it is engaged.  However,  the Company does
not  intend  to  combine  with a  private  company  which may be deemed to be an
investment  company subject to the Investment Company Act of 1940. A combination
may be structured as a merger,  consolidation,  exchange of the Company's common
stock for stock or assets or any other form which  will  result in the  combined
enterprise's becoming a publicly-held corporation.

Pending  negotiation and consummation of a combination,  the Company anticipates
that it will have, aside from carrying on its search for a combination  partner,
no business  activities,  and, thus, will have no source of revenue.  Should the
Company incur any significant  liabilities prior to a combination with a private
company, it may not be able to satisfy such liabilities as are incurred.

If the Company's management pursues one or more combination opportunities beyond
the  preliminary  negotiations  stage and those  negotiations  are  subsequently
terminated,  it is  foreseeable  that such efforts  will  exhaust the  Company's
ability to continue to seek such combination opportunities before any successful
combination can be consummated.  In that event,  the Company's common stock will
become  worthless  and  holders of the  Company's  common  stock will  receive a
nominal distribution, if any, upon the Company's liquidation and dissolution.

COMBINATION SUITABILITY STANDARDS

In its pursuit for a combination  partner,  the Company's  management intends to
consider only  combination  candidates  which are profitable or, in management's
view, have growth potential.  The Company's management does not intend to pursue
any  combination  proposal  beyond the  preliminary  negotiation  stage with any
combination  candidate which does not furnish the Company with audited financial
statements  for at least its most  recent  fiscal year and  unaudited  financial
statements for interim periods  subsequent to the date of such audited financial
statements, or is in a position to provide such financial statements in a timely
manner.  The Company will, if necessary  funds are available,  engage  attorneys
and/or accountants in its efforts to investigate a combination  candidate and to
consummate a business  combination.  The Company may require  payment of fees by
such combination  candidate to fund the investigation of such candidate.  In the

                                       15
<PAGE>
event such a combination candidate is engaged in a high technology business, the
Company may also obtain  reports from  independent  organizations  of recognized
standing  covering the technology  being developed and/or used by the candidate.
The  Company's  limited  financial  resources may make the  acquisition  of such
reports  difficult  or even  impossible  to obtain  and,  thus,  there can be no
assurance  that the Company  will have  sufficient  funds to obtain such reports
when considering combination proposals or candidates.  To the extent the Company
is  unable to  obtain  the  advice or  reports  from  experts,  the risks of any
combined enterprise's being unsuccessful will be enhanced.  Furthermore,  to the
knowledge of the Company's officers and directors, neither the candidate nor any
of  its  directors,   executive  officers,  principal  shareholders  or  general
partners:

     1)   will not have been  convicted of  securities  fraud,  mail fraud,  tax
          fraud, embezzlement,  bribery, or a similar criminal offense involving
          misappropriation  or theft of funds,  or be the  subject  of a pending
          investigation or indictment involving any of those offenses;

     2)   will not have been subject to a temporary or permanent  injunction  or
          restraining  order arising from unlawful  transactions  in securities,
          whether as issuer, underwriter, broker, dealer, or investment advisor,
          may be the subject of any pending  investigation  or a defendant  in a
          pending  lawsuit  arising from or based upon  allegations  of unlawful
          transactions in securities; or

     3)   will not have been a defendant in a civil  action which  resulted in a
          final judgement against it or him awarding damages or rescission based
          upon unlawful practices or sales of securities.

The Company's  officers and directors will make these  determinations  by asking
pertinent  questions of the  management of prospective  combination  candidates.
Such persons will also ask pertinent  questions of others who may be involved in
the combination proceedings.  However, the officers and directors of the Company
will not generally take other steps to verify independently information obtained
in this manner which is favorable.  Unless  something  comes to their  attention
which  puts  them on  notice  of a  possible  disqualification  which  is  being
concealed  from them,  such persons will rely on  information  received from the
management of the prospective  combination  candidate and from others who may be
involved in the combination proceedings.

LIQUIDITY AND CAPITAL RESOURCES

It is the belief of management  and  significant  stockholders  that  sufficient
working capital necessary to support and preserve the integrity of the corporate
entity  will be  present.  However,  there is no  legal  obligation  for  either
management or significant  stockholders  to provide  additional  future funding.
Should this pledge fail to provide financing, the Company has not identified any
alternative  sources.  Consequently,   there  is  substantial  doubt  about  the
Company's ability to continue as a going concern.

The Company  and it's  controlling  stockholder,  Glenn A.  Little,  agreed that
additional  funds may be necessary in the future to support the corporate entity
and comply with the periodic reporting  requirements of the Securities  Exchange
Act of 1934,  as amended.  To this end, Mr. Little agreed to lend the Company up
to an additional $50,000 with a maturity period not to exceed two (2) years from
the  initial  funding  date at an interest  rate of 6.0% per annum.  Through the
quarter ended May 31, 2008,  Mr. Little had advanced an aggregate  $30,000 under
this agreement.

On  August  21,  2008,   the  Company  repaid  the  $30,000   indebtedness   and
approximately $4,584 in accrued interest to Mr. Little to retire this obligation
in full.

The Company has no current plans, proposals, arrangements or understandings with
respect to the sale or issuance of additional  securities  prior to the location
of a merger or  acquisition  candidate.  Accordingly,  there can be no assurance
that sufficient  funds will be available to the Company to allow it to cover the
expenses related to such activities.

The Company does not currently contemplate making a Regulation S offering.

Regardless of whether the  Company's  cash assets prove to be inadequate to meet
the Company's  operational needs, the Company might seek to compensate providers
of services by issuances  of stock in lieu of cash.  For  information  as to the
Company's  policy in regard to payment  for  consulting  services,  see  Certain
Relationships and Transactions.

ITEM 7 - FINANCIAL STATEMENTS

The required financial statements begin on page F-1 of this document.

                                       16
<PAGE>
ITEM 8 - CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURES

None

ITEM 8A - CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES. Our management, under the supervision of and
with  the  participation  of our  Chief  Executive  Officer  ("CEO")  and  Chief
Financial  Officer  ("CFO"),  has evaluated the  effectiveness of our disclosure
controls  and  procedures  as  defined  in Rules  13a-15  promulgated  under the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"), as of the end
of the period covered by this Annual Report.  Based on such evaluation,  our CEO
and CFO have concluded  that, as of the end of the period covered by this Annual
Report,  our  disclosure  controls  and  procedures  are  effective.  Disclosure
controls and  procedures  are controls  and  procedures  designed to ensure that
information required to be disclosed in our reports filed or submitted under the
Exchange Act is recorded,  processed,  summarized  and reported  within the time
periods  specified  in the  SEC's  rules  and forms  and  include  controls  and
procedures  designed to ensure that  information  we are required to disclose in
such reports is accumulated and communicated to management,  including our Chief
Executive  Officer and Chief Financial  Officer,  as appropriate to allow timely
decisions regarding required disclosure.

MANAGEMENT'S  ANNUAL  REPORT  ON  INTERNAL  CONTROL  OVER  FINANCIAL  REPORTING.
Management is responsible for  establishing  and maintaining  adequate  internal
control over financial  reporting,  as such term is defined in Rule 13a-15(f) of
the Exchange Act.

Internal control over financial reporting is defined under the Exchange Act as a
process  designed by, or under the  supervision of, our CEO and CFO 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  generally
accepted accounting principles and includes those policies and procedures that:

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

     --   Provide  reasonable   assurance  that  transactions  are  recorded  as
          necessary to permit preparation of financial  statements in accordance
          with generally accepted accounting  principles,  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.

Because of its inherent  limitation,  internal control over financial  reporting
may not prevent or detect misstatements. Also, projections of any evaluations 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 and procedures may deteriorate. Accordingly, even an effective
system of internal control over financial reporting will provide only reasonable
assurance with respect to financial statement preparation.

Our  management,  with  the  participation  of our CEO and  CFO,  evaluated  the
effectiveness of the Company's  internal control over financial  reporting as of
August 31, 2008. In making this assessment, our management used the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission in
Internal  Control - Integrated  Framework.  Based on this  evaluation  and those
criteria,  our management,  with the participation of our CEO and CFO, concluded
that, as of August 31, 2008, our internal  control over financial  reporting was
effective.

This  Annual  Report does not include an  attestation  report of our  registered
public accounting firm regarding our internal control over financial  reporting.
Management's  report was not subject to  attestation  by our  registered  public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only management's report in this Annual Report.

CHANGES IN INTERNAL  CONTROL OVER FINANCIAL  REPORTING.  There have not been any
changes in our internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f)) that occurred during the quarter ended August 31, 2008 that
have materially  affected,  or are reasonably likely to materially  affect,  our
internal control over financial reporting.

ITEM 8B - OTHER INFORMATION

None

                                       17
<PAGE>
                                    PART III

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

The  following  table sets forth  certain  information  about the  directors and
executive  officers of the  Company.  All  directors  of the Company hold office
until the next annual meeting of  shareholders  or until their  successors  have
been elected and qualified. Executive officers of the Company are elected by the
Board of  Directors  to hold  office  until  the  annual  meeting  of  directors
following  the  annual  meeting  of  shareholders  or  until  their   respective
successors  are duly  elected and  qualified  or their  earlier  resignation  or
removal.

There are  currently  not an  employment  agreement  in place for any officer or
director  and none  are  currently  contemplated.  There  is no  arrangement  or
understanding  between any of the  directors  or officers of the Company and any
other person  pursuant to which any director or officer was or is to be selected
as a director or officer, and there is no arrangement,  plan or understanding as
to whether  non-management  shareholders  will  exercise  their voting rights to
continue to elect the current  directors to the Company's board.  There are also
no   arrangements,   agreements   or   understandings   between   non-management
shareholders  that may directly or  indirectly  participate  in or influence the
management of the Company's affairs.

The directors and executive officers serving the Company are as follows:

          Name              Age              Position Held and Tenure
          ----              ---              ------------------------
     Glenn A. Little        55         President, Chief Executive Officer
                                       Chief Financial Officer and Director

The directors and officers will devote their time to the Company's affairs on an
as needed  basis,  which,  depending  on the  circumstances,  could amount to as
little as two hours per month, or more than forty hours per month, but more than
likely encompass less than four (4) hours per month.  There are no agreements or
understandings  for any  officer or director to resign at the request of another
person,  and none of the officers or directors  are acting on behalf of, or will
act at the direction of, any other person.

BIOGRAPHICAL INFORMATION

GLENN A.  LITTLE,  is a  graduate  of The  University  of  Florida,  Gainesville
(Bachelor  of Science in  Business  Administration)  and the  American  Graduate
School  of  International   Management  (Master  of  Business  Administration  -
International  Management)  and has been the  principal  of Little  and  Company
Investment  Securities  (LITCO),  a  Securities  Broker/Dealer  with  offices in
Midland,  Texas since 1979.  Before founding LITCO, Mr. Little was a stockbroker
with Howard,  Weil,  Labouisse  Friedrich in their New  Orleans,  Louisiana  and
Midland,  Texas  offices and also worked for First  National Bank of Commerce in
New Orleans, Louisiana.

Mr. Little was appointed an Adjudicatory Official for the State Bar of Texas and
served in that capacity from 1997 through 2003.

Mr. Little currently serves as an officer and director of Eight Dragons Corp., a
Nevada  corporation,  (formerly  Ameri-First  Financial Group,  Inc., a Delaware
corporation);   Truewest   Corporation   (formerly  Diasense,   Inc.)  and  8888
Acquisition Corp., Nevada corporations.  Each of the afore-referenced  companies
is current in the filing of their periodic  reports with the SEC.  Additionally,
each of the  afore-referenced  companies for which Mr. Little acts as an officer
and director may be deemed reporting shell corporations.  Mr. Little will devote
as much of his time to our business affairs as may be necessary to implement our
business plan.

INDEMNIFICATION OF OFFICERS AND DIRECTORS.

The  Company's  By-Laws  provide  for the  indemnification  of  its,  directors,
officers, employees, and agents, under certain circumstances, against attorney's
fees and other expenses  incurred by them in any litigation to which they become
a party  arising  from their  association  with or  activities  on behalf of the
Company.  The Company will also bear the expenses of such  litigation for any of
its directors,  officers,  employees,  or agents,  upon such persons  promise to
repay the Company  therefor if it is ultimately  determined that any such person
shall not have been entitled to  indemnification.  This  indemnification  policy
could result in substantial  expenditures by the Company, which it may be unable
to recoup.

                                       18
<PAGE>
DIRECTOR INDEPENDENCE AND CONFLICTS OF INTEREST

None of our directors  are  independent  directors  under NASDAQ or AMEX general
independence  rules  and  under  the  independence  rules  applicable  to  audit
committees,  nominating  committees  and  compensation  committees.  Non  of our
directors  are  "non-employee  directors"  as defined by Rule 16b-3  promulgated
under the Securities Exchange Act of 1934, as amended, or "outside directors" as
defined by Section 162(m) of the Internal Revenue Code.

None of the officers of the Company will devote of their  respective time to the
affairs  of the  Company  than is  deemed  necessary  by them.  Mr.  Little  has
ownership  interests in other business ventures which are in direct  competition
with the  Company.  These  business  interests  present  potential  conflicts of
interest with those of the Company and its stockholders. There will be occasions
when the time  requirements of the Company's  business conflict with the demands
of the officers'  other business and investment  activities.  Such conflicts may
require that the Company  attempt to employ  additional  personnel.  There is no
assurance  that the  services of such persons will be available or that they can
be obtained upon terms favorable to the Company.

The officers,  directors and principal  shareholders of the Company may actively
negotiate for the purchase of a portion of their common stock as a condition to,
or in  connection  with, a proposed  merger or  acquisition  transaction.  It is
anticipated  that  a  substantial  premium  may be  paid  by  the  purchaser  in
conjunction  with any sale of shares by the  Company's  officers,  directors and
principal shareholders made as a condition to, or in connection with, a proposed
merger or acquisition  transaction.  The fact that a substantial  premium may be
paid to members of Company management to acquire their shares creates a conflict
of interest for them and may compromise  their state law fiduciary duties to the
Company's  other  shareholders.  In making  any such  sale,  members  of Company
management  may consider  their own personal  pecuniary  benefit rather than the
best  interests of the Company and the  Company's  other  shareholders,  and the
other shareholders are not expected to be afforded the opportunity to approve or
consent to any particular buy-out  transaction  involving shares held by members
of Company management.

The Company has adopted a policy under which any  consulting or finders fee that
may be paid to a third party for  consulting  services to assist  management  in
evaluating a prospective business opportunity would be paid in stock rather than
in cash, if deemed beneficial to the Company. Accordingly, the Company is unable
to  predict  whether,  or in what  amount,  such stock  issuance  might be made.
However, through the filing date of this report, no such shares have been issued
pursuant to arrangements of this nature.

It is not currently anticipated that any salary,  consulting fee, or finders fee
shall be paid to any of the Company's directors or executive officers, or to any
other affiliate of the Company except as described under Executive  Compensation
above.

Although  management  has no current  plans to cause the Company to do so, it is
possible  that the  Company  may enter  into an  agreement  with an  acquisition
candidate requiring the sale of all or a portion of the Common Stock held by the
Company's  current  stockholders  to the  acquisition  candidate  or  principals
thereof,  or to other individuals or business entities,  or requiring some other
form of payment to the Company's current  stockholders,  or requiring the future
employment  of specified  officers  and payment of salaries to them.  It is more
likely  than  not  that  any  sale  of  securities  by  the  Company's   current
stockholders  to an  acquisition  candidate  would  be at a price  substantially
higher than that  originally paid by such  stockholders.  Any payment to current
stockholders  in the context of an  acquisition  involving  the Company would be
determined  entirely by the largely  unforeseeable  terms of a future  agreement
with an unidentified business entity.

INVOLVEMENT ON CERTAIN MATERIAL LEGAL PROCEEDINGS DURING THE PAST FIVE (5) YEARS

     (1)  No director,  officer,  significant  employee or  consultant  has been
          convicted in a criminal proceeding, exclusive of traffic violations or
          is subject to any pending criminal proceeding.

     (2)  No bankruptcy  petitions have been filed by or against any business or
          property of any director, officer,  significant employee or consultant
          of the Company nor has any  bankruptcy  petition  been filed against a
          partnership or business  association  where these persons were general
          partners or executive officers.

     (3)  No director,  officer,  significant  employee or  consultant  has been
          permanently or temporarily  enjoined,  barred,  suspended or otherwise
          limited  from  involvement  in any  type of  business,  securities  or
          banking activities.

     (4)  No director,  officer or  significant  employee has been  convicted of
          violating a federal or state securities or commodities law.

                                       19
<PAGE>
COMMUNICATIONS WITH THE BOARD

Individuals may communicate  with the Company's Board of Directors or individual
directors  by  writing  to the  Company's  Secretary  at 211 West  Wall  Street,
Midland, TX 76701. The Secretary will review all such correspondence and forward
to the Board of Directors a summary of all such correspondence and copies of all
correspondence  that, in the opinion of the Secretary,  relates to the functions
of the Board or  committees  thereof or that he  otherwise  determines  requires
their attention.  Directors may review a log of all such correspondence received
by the Company and request  copies.  Concerns  relating to accounting,  internal
control over financial reporting or auditing matters will be immediately brought
to the attention of the Board of Directors  and handled in  accordance  with its
procedures established with respect to such matters.

CODE OF ETHICS

The Company's  Board of Directors have adopted a Code of Ethics which applies to
its Chief  Executive  Officer  and Chief  Financial  Officer,  which is filed as
Exhibit 14.1 to this Form  10-KSB.  A copy of the code of ethics is available in
print  without  charge to any  person  who sends a request  to the office of the
Secretary of the Company at 211 West Wall Street, Midland, TX 76701.

SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE

Section  16(a) of the Exchange Act requires the Company's  directors,  executive
officers and persons who own more than ten percent of a registered  class of the
Company's equity  securities  ("10%  holders"),  to file with the Securities and
Exchange  Commission  (the "SEC")  initial  reports of ownership  and reports of
changes in ownership of Common Stock and other equity securities of the Company.
Directors,  officers and 10% holders are required by SEC  regulation  to furnish
the Company with copies of all of the Section 16(a) reports they file.

Based solely on a review of reports  furnished to the Company  during the fiscal
year  ended  August  31,  2008 or  written  representations  from the  Company's
directors and executive officers, there are no known incidents of non-compliance
for the reporting year.

ITEM 10 - EXECUTIVE COMPENSATION

Since the change in control in April 2004,  management  of the Company  requires
less than four (4)  hours per  calendar  quarter.  Accordingly,  no  officer  or
director  has  received any  compensation  from the  Company.  Until the Company
acquires  additional capital, it is not anticipated that any officer or director
will  receive  compensation  from  the  Company  other  than  reimbursement  for
out-of-pocket   expenses  incurred  on  behalf  of  the  Company.   See  Certain
Relationships and Related Transactions.

The Company has no stock option, retirement, pension, or profit-sharing programs
for the  benefit of  directors,  officers or other  employees,  but the Board of
Directors may recommend adoption of one or more such programs in the future.

The Company has no other Executive  Compensation  issues which would require the
inclusion of other table disclosures mandated by the SEC.

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the date of this  Registration  Statement,
the  number of  shares of Common  Stock  owned of  record  and  beneficially  by
executive officers, directors and persons who hold 5% or more of the outstanding
Common Stock of the Company.  Also included are the shares held by all executive
officers and directors as a group.

                                                                 % of Class
     Name and address                  Number of Shares       Beneficially Owned
     ----------------                  ----------------       ------------------

Glenn A. Little                             405,700                 88.2%
211 West Wall Street
Midland TX 79701

Executive Officers and Directors            405,700                 88.2%
 as a group (three persons)

                                       20
<PAGE>
ITEM 12 - CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The  Company  currently  maintains  a mailing  address at 211 West Wall  Street,
Midland,  Texas 79701.  The Company's  telephone number there is (432) 682-1761.
Other than this mailing  address,  the Company does not  currently  maintain any
other office facilities, and does not anticipate the need for maintaining office
facilities at any time in the  foreseeable  future.  The Company pays no rent or
other  fees  for the use of the  mailing  address  as  these  offices  are  used
virtually full-time by other businesses of the Company's President.

ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K

Exhibits

   3.1     Certificate of Incorporation (*)
   3.2     By-Laws (*)
   3.3     Specimen of Certificate of Common Stock (*)
  14.1     Code of Ethics
  31.1     Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002
  32.1     Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002

----------
(*)- Incorporated by reference to the Company's Registration Statement on Form
     S-18 (File No. 2-89013-D)

Reports on Form 8-K

None

ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

                                          Year ended            Year ended
                                        August 31, 2008       August 31, 2007
                                        ---------------       ---------------

     1. Audit fees                           $6,795                $5,801
     2. Audit-related fees                       --                    --
     3. Tax fees                                780                    --
     4. All other fees                           --                    --
                                             ------                ------

        Totals                               $7,575                $5,801
                                             ======                ======

The Company has not designated a formal audit committee.  However, as defined in
Sarbanes-Oxley  Act of 2002,  the  entire  Board of  Directors  (Board),  in the
absence of a formally  appointed  committee,  is, by  definition,  the Company's
audit committee.

In discharging its oversight responsibility as to the audit process,  commencing
with  the  engagement  of S. W.  Hatfield,  CPA,  the  Board  obtained  from the
independent  auditors a formal written  statement  describing all  relationships
between  the  auditors  and  the  Company  that  might  bear  on  the  auditors'
independence as required by auditing standards  generally accepted in the United
States of America.  The Board discussed with the auditors any relationships that
may impact their  objectivity  and  independence,  including  fees for non-audit
services, and satisfied itself as to the auditors' independence.

The Board  discussed  and  reviewed  with the  independent  auditors all matters
required to be discussed by auditing standards  generally accepted in the United
States  of  America,  including  those  described  in  the  applicable  auditing
standards regarding communications with Audit Committees.

The Board reviewed the audited financial statements of the Company as of and for
the years ended  August 31, 2008 and 2007 with  management  and the  independent
auditors. Management has the sole ultimate responsibility for the preparation of
the  Company's  financial  statements  and the  independent  auditors  have  the
responsibility for their examination of those statements.

Based  on the  above-mentioned  review  and  discussions  with  the  independent
auditors and management,  the Board of Directors  approved the Company's audited
financial  statements and recommended that they be included in its Annual Report
on Form  10-KSB for the year ended  August  31,  2008 for filing  with the U. S.
Securities and Exchange Commission.

                                       21
<PAGE>
The Company's principal accountant, S. W. Hatfield, CPA did not engage any other
persons or firms  other than the  principal  accountant's  full-time,  permanent
employees.




                (Remainder of this page left blank intentionally)



              (Financial statements follow, beginning on Page F-1)

                                       22
<PAGE>
                          8888 ACQUISITION CORPORATION
                          ANNUAL REPORT ON FORM 10KSB
                           YEAR ENDED AUGUST 31, 2008

                          INDEX TO FINANCIAL STATEMENTS



                                                                            Page
                                                                            ----

REPORT OF REGISTERED INDEPENDENT CERTIFIED PUBLIC ACCOUNTING FIRM            F-2

FINANCIAL STATEMENTS

   Balance Sheets
     as of August 31, 2008 and 2007                                          F-3

   Statements of Operations and Comprehensive Loss
     for the years ended August 31, 2008 and 2007                            F-4

   Statement of Changes in Stockholders' Equity
     for the years ended August 31, 2008 and 2007                            F-5

   Statements of Cash Flows
     for the years ended August 31, 2008 and 2007                            F-6

   Notes to Financial Statements                                             F-7


                                      F-1
<PAGE>
                        LETTERHEAD OF S. W. HATFIELD, CPA


        REPORT OF REGISTERED INDEPENDENT CERTIFIED PUBLIC ACCOUNTING FIRM


Board of Directors and Stockholders
8888 Acquisition Corporation

We have audited the accompanying balance sheets of 8888 Acquisition  Corporation
(a Nevada corporation) as of August 31, 2008 and 2007 and the related statements
of operations and comprehensive loss, changes in stockholders'  deficit and cash
flows  for  the  each  of  the  two  years  ended  August  31,  2008  and  2007,
respectively. These financial statements are the responsibility of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  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
audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of 8888 Acquisition Corporation as
of August 31, 2008 and 2007 and the results of its operations and its cash flows
for the each of the two years ended August 31, 2008 and 2007,  respectively,  in
conformity with generally accepted accounting  principles  generally accepted in
the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note C to the
financial statements, the Company has no viable operations or significant assets
and is dependent upon  significant  stockholders to provide  sufficient  working
capital to maintain the integrity of the corporate entity.  These  circumstances
create  substantial  doubt  about the  Company's  ability to continue as a going
concern and are discussed in Note C. The financial statements do not contain any
adjustments that might result from the outcome of these uncertainties.


                                             /s/ S. W. Hatfield, CPA
                                             --------------------------------
                                             S. W. HATFIELD, CPA

Dallas, Texas
September 9, 2008

                                      F-2
<PAGE>
                          8888 ACQUISITION CORPORATION
                                 BALANCE SHEETS
                            August 31, 2008 and 2007

<TABLE>
<CAPTION>
                                                                         August 31,          August 31,
                                                                           2008                2007
                                                                         ---------           ---------
<S>                                                                      <C>                 <C>
                                     ASSETS
CURRENT ASSETS
   Cash on hand and in bank                                              $  24,113           $  17,105
                                                                         ---------           ---------

      TOTAL CURRENT ASSETS                                                  24,113              17,105
                                                                         ---------           ---------

TOTAL ASSETS                                                             $  24,113           $  17,105
                                                                         =========           =========


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LIABILITIES

CURRENT LIABILITIES
   Loans from officer/stockholder                                        $      --           $  30,000
   Accounts payable - trade                                                     --                  --
   Interest payable to officer/stockholder                                      --               2,827
                                                                         ---------           ---------

      TOTAL CURRENT LIABILITIES                                                 --              32,827
                                                                         ---------           ---------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)
   Preferred stock - $0.0001 par value
     50,000,000 shares authorized
     None issued and outstanding                                                --                  --
   Common stock - $0.0001 par value
     100,000,000 shares authorized
     459,900 and 359,900 issued and outstanding, respectively                   46                  36
   Additional paid-in capital                                              933,394             870,904
   Accumulated deficit                                                    (909,327)           (886,662)
                                                                         ---------           ---------

      TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                  24,113             (15,722)
                                                                         ---------           ---------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         $  24,113           $  17,105
                                                                         =========           =========
</TABLE>


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

                                      F-3
<PAGE>
                          8888 ACQUISITION CORPORATION
                 STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                      Years ended August 31, 2008 and 2007


                                                   Year ended        Year ended
                                                    August 31,        August 31,
                                                      2008              2007
                                                    ---------         ---------

REVENUES                                            $      --         $      --
                                                    ---------         ---------
EXPENSES
   General and administrative expenses                 21,122            15,345
                                                    ---------         ---------

      Total operating expenses                         21,122            15,345
                                                    ---------         ---------

INCOME (LOSS) FROM OPERATIONS                         (21,122)          (15,345)

OTHER INCOME (EXPENSE)
   Interest income                                        214               238
   Interest expense to stockholder/officer             (1,757)           (1,575)
                                                    ---------         ---------

INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES       (22,665)          (16,682)

PROVISION FOR INCOME TAXES                                 --                --
                                                    ---------         ---------

NET LOSS                                              (22,665)          (16,682)

OTHER COMPREHENSIVE INCOME                                 --                --
                                                    ---------         ---------

COMPREHENSIVE LOSS                                  $ (22,665)        $ (16,682)
                                                    =========         =========
Earnings per share of common stock
 outstanding computed on net loss -
 basic and fully diluted                            $   (0.06)        $   (0.27)
                                                    =========         =========
Weighted-average number of shares
 outstanding - basic and fully diluted                362,905            61,900
                                                    =========         =========


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

                                      F-4
<PAGE>
                          8888 ACQUISITION CORPORATION
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                      Years ended August 31, 2008 and 2007

<TABLE>
<CAPTION>
                                         Common Stock           Additional
                                     ---------------------        paid-in        Accumulated
                                     Shares         Amount        capital          deficit            Total
                                     ------         ------        -------          -------            -----
<S>                                <C>           <C>            <C>              <C>               <C>
BALANCES AT SEPTEMBER 1, 2006           474         $   --       $ 855,315        $(869,980)        $ (14,665)
Effect of 100 for 1 forward
 stock split on October 15, 2007     46,926              5              (5)              --                --
                                   --------         ------       ---------        ---------         ---------
BALANCES AT SEPTEMBER 1, 2006,
AFTER EFFECT OF FORWARD
STOCK SPLIT                          47,400              5         855,310         (869,980)          (14,665)

Sale of common stock for cash         3,125             --          15,625               --            15,625

Effect of forward stock split       309,375             31             (31)              --                --

Net loss for the year                    --             --              --          (16,682)          (16,682)
                                   --------         ------       ---------        ---------         ---------

BALANCES AT AUGUST 31, 2007         359,900             36         870,904         (886,662)          (15,722)

Private placement sale of
 common stock                       100,000             10          62,490               --            62,500

Net loss for the year                    --             --              --          (22,665)          (22,665)
                                   --------         ------       ---------        ---------         ---------

BALANCES AT AUGUST 31, 2008         459,900         $   46       $ 933,394        $(909,327)        $  24,113
                                   ========         ======       =========        =========         =========
</TABLE>


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

                                      F-5
<PAGE>
                          8888 ACQUISITION CORPORATION
                            STATEMENTS OF CASH FLOWS
                      Years ended August 31, 2008 and 2007

<TABLE>
<CAPTION>
                                                                  Year ended         Year ended
                                                                  August 31,         August 31,
                                                                     2008               2007
                                                                   --------           --------
<S>                                                                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss for the year                                           $(22,665)          $(16,682)
   Adjustments to reconcile net loss to net
    cash provided by operating activities
      Depreciation and amortization                                      --                 --
      Increase (Decrease) in
        Accounts payable - trade                                         --                 --
        Interest payable to stockholder/officer                      (2,827)             1,575
                                                                   --------           --------

          NET CASH USED IN OPERATING ACTIVITIES                     (25,492)           (15,107)
                                                                   --------           --------

CASH FLOWS FROM INVESTING ACTIVITIES                                     --                 --
                                                                   --------           --------
CASH FLOWS FROM FINANCING ACTIVITIES
   Cash received from sale of common stock                           62,500             15,625
   Cash advanced by (repaid to) stockholder/officer                 (30,000)            15,000
                                                                   --------           --------

          NET CASH PROVIDED BY FINANCING ACTIVITIES                  32,500             30,625
                                                                   --------           --------

INCREASE (DECREASE) IN CASH                                           7,008             15,518

Cash at beginning of year                                            17,105              1,587
                                                                   --------           --------

CASH AT END OF YEAR                                                $ 24,113           $ 17,105
                                                                   ========           ========

SUPPLEMENTAL DISCLOSURE OF INTEREST AND INCOME TAXES PAID
   Interest paid for the year                                      $  4,584           $     --
                                                                   ========           ========
   Income taxes paid for the year                                  $     --           $     --
                                                                   ========           ========
</TABLE>


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

                                      F-6
<PAGE>
                          8888 ACQUISITION CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                            August 31, 2008 and 2007


NOTE A - ORGANIZATION AND DESCRIPTION OF BUSINESS

8888 Acquisition  Corporation (Company) was originally incorporated on September
20, 1983 in accordance with the Laws of the State of Florida.

On July 18, 2006, the Company changed its state of incorporation from Florida to
Nevada by means of a merger with and into 8888 Acquisition Corporation, a Nevada
corporation  formed on June 26,  2006 solely for the  purpose of  effecting  the
reincorporation.  The  Certificate  of  Incorporation  and  Bylaws of the Nevada
corporation  are the  Certificate of  Incorporation  and Bylaws of the surviving
corporation.  Such Certificate of Incorporation kept the surviving entity's name
of 8888 Acquisition  Corporation and modified the Company's capital structure to
allow for the issuance of up to  100,000,000  shares of $0.0001 par value common
stock and up to 50,000,000 shares of $0.0001 par value preferred stock.

The Company was originally  formed for the purpose of purchasing  mining claims,
both patented and unpatented,  a mill, buildings and mining equipment located in
San Miguel County,  Colorado.  This purchase was completed on April 22, 1986 and
proved  unsuccessful.  All business  operations  were abandoned by the Company's
year ended August 1990.

During 1986,  the Company  completed a public  offering of 30,010,500  shares of
common stock through a  Registration  Statement on Form S-18  (Registration  No.
2-89013D). The Company realized gross proceeds of approximately $600,210 and net
proceeds of  approximately  $463,848.  The  proceeds  were used to purchase  the
mining claims and equipment mentioned above.

During the year ended August 31, 1990, the Company sold or otherwise disposed of
all  assets  and  operations  in order to settle  then-outstanding  indebtedness
related to the acquisition of the mining claims and equipment.  Since August 31,
1990, the Company has had no sustainable operations or assets.

The Company's current principal  business activity is to seek a suitable reverse
acquisition  candidate  through  acquisition,  merger or other suitable business
combination method.

NOTE B - PREPARATION OF FINANCIAL STATEMENTS

The  Company  follows  the  accrual  basis  of  accounting  in  accordance  with
accounting principles generally accepted in the United States of America and has
a year-end of August 31.

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

Management further acknowledges that it is solely responsible for adopting sound
accounting  practices,   establishing  and  maintaining  a  system  of  internal
accounting  control and preventing and detecting  fraud. The Company's system of
internal  accounting  control is designed to assure,  among other items, that 1)
recorded  transactions  are valid; 2) valid  transactions  are recorded;  and 3)
transactions  are  recorded in the proper  period in a timely  manner to produce
financial  statements which present fairly the financial  condition,  results of
operations  and cash  flows of the  Company  for the  respective  periods  being
presented.

                                      F-7
<PAGE>
                          8888 ACQUISITION CORPORATION
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                            August 31, 2008 and 2007


NOTE C - GOING CONCERN UNCERTAINTY

The Company was originally  formed in 1983 for the purpose of purchasing  mining
claims,  both patented and unpatented,  a mill,  buildings and mining  equipment
located in San Miguel County, Colorado. This purchase was completed on April 22,
1986 and proved  unsuccessful.  All business operations were abandoned by August
31, 1990.  Since August 31, 1990, the Company has had no sustainable  operations
or assets.  The  Company's  current  principal  business  activity  is to seek a
suitable reverse  acquisition  candidate  through  acquisition,  merger or other
suitable business combination method.

The  Company's  continued  existence is  dependent  upon its ability to generate
sufficient cash flows from operations to support its daily operations as well as
provide sufficient resources to retire existing liabilities and obligations on a
timely basis.

The Company  anticipates  future sales of equity securities to facilitate either
the  consummation  of a business  combination  transaction  or to raise  working
capital to support and preserve the integrity of the corporate entity.  However,
there is no assurance that the Company will be able to obtain additional funding
through the sales of additional  equity  securities  or, that such  funding,  if
available, will be obtained on terms favorable to or affordable by the Company.

If no additional  operating  capital is received  during the next twelve months,
the  Company  will be  forced  to rely on  existing  cash in the  bank  and upon
additional  funds  loaned  by  management  and/or  significant  stockholders  to
preserve the integrity of the corporate  entity at this time. In the event,  the
Company  is  unable to  acquire  advances  from  management  and/or  significant
stockholders, the Company's ongoing operations would be negatively impacted.

It  is  the  intent  of  management  and  significant  stockholders  to  provide
sufficient  working  capital  necessary to support and preserve the integrity of
the corporate entity.  However, no formal commitments or arrangements to advance
or loan funds to the Company or repay any such advances or loans exist. There is
no legal obligation for either management or significant stockholders to provide
additional future funding.

While the Company is of the opinion that good faith  estimates of the  Company's
ability to secure additional  capital in the future to reach our goals have been
made, there is no guarantee that the Company will receive  sufficient funding to
sustain operations or implement any future business plan steps.

NOTE D - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. Cash and cash equivalents

     For  Statement of Cash Flows  purposes,  the Company  considers all cash on
     hand  and  in  banks,  certificates  of  deposit  and  other  highly-liquid
     investments with maturities of three months or less, when purchased,  to be
     cash and cash equivalents.

2. Income Taxes

     The Company uses the asset and liability  method of  accounting  for income
     taxes.  At August 31, 2008 and 2007,  respectively,  the deferred tax asset
     and deferred  tax  liability  accounts,  as recorded  when  material to the
     financial  statements,  are entirely  the result of temporary  differences.
     Temporary  differences  represent  differences in the recognition of assets
     and liabilities for tax and financial reporting purposes.

     As of August  31,  2008 and 2007,  the  deferred  tax asset  related to the
     Company's net operating loss  carryforward  is fully  reserved.  Due to the
     provisions  of Internal  Revenue  Code Section 338, the Company may have no
     net operating loss carryforwards available to offset financial statement or
     tax  return  taxable  income in future  periods in the event of a change in
     control  transaction  involving 50 percentage  points or more of the issued
     and  outstanding  securities  of the Company held by persons  owing 5.0% or
     more of the Company's equity securities.

                                      F-8
<PAGE>
                          8888 ACQUISITION CORPORATION
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                            August 31, 2008 and 2007


NOTE D - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

3. Earnings (loss) per share

     Basic  earnings  (loss) per share is computed  by  dividing  the net income
     (loss) available to common stockholders by the  weighted-average  number of
     common shares  outstanding  during the respective  period  presented in our
     accompanying financial statements.

     Fully diluted earnings (loss) per share is computed similar to basic income
     (loss) per share  except that the  denominator  is increased to include the
     number of common  stock  equivalents  (primarily  outstanding  options  and
     warrants).

     Common  stock  equivalents  represent  the  dilutive  effect of the assumed
     exercise of the outstanding stock options and warrants,  using the treasury
     stock method, at either the beginning of the respective period presented or
     the date of  issuance,  whichever  is later,  and only if the common  stock
     equivalents  are  considered  dilutive  based upon the Company's net income
     (loss) position at the calculation date.

     At  August  31,  2008 and  2007,  and  subsequent  thereto,  the  Company's
     outstanding warrants are considered  anti-dilutive due to the Company's net
     operating loss position.

NOTE E - FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount of cash,  accounts  receivable,  accounts  payable and notes
payable, as applicable,  approximates fair value due to the short term nature of
these items  and/or the current  interest  rates  payable in relation to current
market conditions.

Interest  rate risk is the risk  that the  Company's  earnings  are  subject  to
fluctuations  in interest  rates on either  investments  or on debt and is fully
dependent  upon  the  volatility  of  these  rates.  The  Company  does  not use
derivative instruments to moderate its exposure to interest rate risk, if any.

Financial  risk  is  the  risk  that  the  Company's  earnings  are  subject  to
fluctuations in interest rates or foreign exchange rates and are fully dependent
upon the  volatility  of  these  rates.  The  company  does  not use  derivative
instruments to moderate its exposure to financial risk, if any.

NOTE F - LOANS FROM STOCKHOLDER/OFFICER

The Company  and it's  controlling  stockholder,  Glenn A.  Little,  agreed that
additional  funds may be necessary in the future to support the corporate entity
and comply with the periodic reporting  requirements of the Securities  Exchange
Act of 1934,  as amended.  To this end, Mr. Little agreed to lend the Company up
to an additional $50,000 with a maturity period not to exceed two (2) years from
the  initial  funding  date at an interest  rate of 6.0% per annum.  Through the
quarter ended May 31, 2008,  Mr. Little had advanced an aggregate  $30,000 under
this agreement.

On  August  21,  2008,   the  Company  repaid  the  $30,000   indebtedness   and
approximately $4,584 in accrued interest to Mr. Little to retire this obligation
in full.


                (Remainder of this page left blank intentionally)

                                      F-9
<PAGE>
                          8888 ACQUISITION CORPORATION
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                            August 31, 2008 and 2007


\NOTE G - INCOME TAXES

The  components  of income tax  (benefit)  expense  for each of the years  ended
August 31, 2008 and 2007, are as follows:

                                             Year ended             Year ended
                                             August 31,             August 31,
                                                2008                   2007
                                              --------               --------
     Federal:
       Current                                $     --               $     --
       Deferred                                     --                     --
                                              --------               --------
                                                    --                     --
                                              --------               --------
     State:
       Current                                      --                     --
       Deferred                                     --                     --
                                              --------               --------
                                                    --                     --
                                              --------               --------
       Total                                  $     --               $     --
                                              ========               ========

The Company has a cumulative net operating loss  carryforward  of  approximately
$47,700,  after the April  2004  change in control  transaction,  for income tax
purposes.  The amount and  availability of any net operating loss  carryforwards
may be subject to limitations  set forth by the Internal  Revenue Code.  Factors
such as the number of shares  ultimately  issued  within a three year  look-back
period;  whether there is a deemed more than 50 percent  change in control;  the
applicable  long-term tax exempt bond rate;  continuity of historical  business;
and  subsequent  income of the Company all enter into the annual  computation of
allowable annual utilization of the carryforwards.

The  Company's  income tax expense  (benefit) for each of the years ended August
31, 2008 and 2007, respectively,  differed from the statutory federal rate of 34
percent as follows:

                                                       Year ended    Year ended
                                                        August 31,    August 31,
                                                          2008          2007
                                                        --------      --------

Statutory rate applied to income before income taxes    $ (7,700)     $ (5,700)
Increase (decrease) in income taxes resulting from:
  State income taxes                                          --            --
  Other, including reserve for deferred tax asset
   and application of net operating loss carryforward      7,700         5,700
                                                        --------      --------
      Income tax expense                                $     --      $     --
                                                        ========      ========

Temporary  differences,  consisting primarily of statutory deferrals of expenses
for organizational costs and statutory  differences in the depreciable lives for
property and equipment, between the financial statement carrying amounts and tax
bases of assets and liabilities give rise to deferred tax assets and liabilities
as of August 31, 2008 and 2007, respectively:

                                                       August 31,     August 31,
                                                          2008          2007
                                                        --------      --------
Deferred tax assets
Net operating loss carryforwards                        $ 16,200      $  8,500
Less valuation allowance                                 (16,200)       (8,500)
                                                        --------      --------
    Net Deferred Tax Asset                              $     --      $     --
                                                        ========      ========

During  each of the years  ended  August 31,  2008 and 2007,  respectively,  the
reserve for the deferred current tax asset increased by approximately $7,700 and
$5,700.

                                      F-10
<PAGE>
                          8888 ACQUISITION CORPORATION
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                            August 31, 2008 and 2007


NOTE H - COMMON STOCK TRANSACTIONS

On February  28,  2007,  by written  consents  in lieu of meeting,  stockholders
representing  a majority of the issued and  outstanding  shares of the Company's
common stock approved a  recommendation  of the Company's  Board of Directors to
effect a 1 share for 3,300 share reverse  split of the  Company's  common stock,
with all  fractional  shares  being paid $0.05 for each  fractional  share.  The
effect of this action reduced the number of issued and  outstanding  shares from
32,919,930 to 9,558.

On  June  5,  2007,  by  written  consents  in  lieu  of  meeting,  stockholders
representing  a majority of the issued and  outstanding  shares of the Company's
common stock approved a  recommendation  of the Company's  Board of Directors to
effect a 1 for 100 shares reverse split of the Company's common stock,  with all
fractional  shares  rounded up to the nearest  whole  share.  The effect of this
action reduced the number of issued and outstanding shares from 9,558 to 474.

On October 15,  2007,  the  Company's  Board of  Directors  effected a 100 for 1
forward split of the Company's common stock. The effect of this action increased
the number of issued and outstanding shares from 3,599 to 359,900.

The cumulative  effect of these three actions are presented in the  accompanying
financial statements as of the first day of the first period presented.

On or about August 17,  2007,  the Company  completed a private  placement of an
aggregate 312,500 net post-split shares of restricted, unregistered common stock
for total cash  proceeds  of $15,625 to three  separate  individuals,  including
300,000 shares to Glenn A. Little, the Company's sole officer and director.  The
Company relied upon Section 4(2) of the Securities Act of 1933, as amended,  for
an exemption from registration on these shares.

On or about August 13,  2008,  the Company  completed a private  placement of an
aggregate 100,000 net post-split shares of restricted, unregistered common stock
for total cash  proceeds  of  $62,500 to Glenn A.  Little,  the  Company's  sole
officer and director. The Company relied upon Section 4(2) of the Securities Act
of 1933, as amended, for an exemption from registration on these shares.



                (Remainder of this page left blank intentionally)



                        (Signatures follow on next page)

                                      F-11
<PAGE>
                                   SIGNATURES

In accord with Section 13 or 15(d) of the  Securities  Act of 1933,  as amended,
the Company  caused  this report to be signed on its behalf by the  undersigned,
thereto duly authorized.

                                             8888 ACQUISITION CORP.


Dated: September 9, 2008                     By: /s/ Glenn A. Little
       -----------------                        --------------------------------
                                                                 Glenn A. Little
                                                        President, Sole Director
                                                     Chief Executive Officer and
                                                         Chief Financial Officer

In accordance with the Securities Exchange Act of 1934, as amended,  this report
has been signed below by the  following  persons on behalf of the Company and in
the capacities and on the date as indicated.

                                             8888 ACQUISITION CORP.


Dated: September 9, 2008                     By: /s/ Glenn A. Little
       -----------------                        --------------------------------
                                                                 Glenn A. Little
                                                        President, Sole Director
                                                     Chief Executive Officer and
                                                         Chief Financial Officer

                                       23