UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    Form 10-K
(Mark one)
[X] Annual Report Under Section 13 or 15(d) of the Securities Exchange
    Act of 1934

                   For the fiscal year ended December 31, 2010

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

         For the transition period from ______________ to _____________

                        Commission File Number: 000-28453

                              Eight Dragons Company
             (Exact Name of Registrant as Specified in Its Charter)

         Nevada                                              75-2610236
(State of Incorporation)                             (I.R.S. Employer ID Number)

                 211 West Wall Street, Midland, Texas 79701-4556
                    (Address of Principal Executive Offices)

                                 (432) 682-1761
                         (Registrant's Telephone Number)

          Securities registered pursuant to Section 12 (b) of the Act:
                                      None

           Securities registered pursuant to Section 12(g) of the Act:
                         Common Stock $0.0001 par value

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

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

Indicate by check mark whether the registrant has (1) filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period 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 [ ]

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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best  of  the  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ ]

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

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

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

The  aggregate  market  value of voting and  non-voting  common  equity  held by
non-affiliates  as of January  25,  2011 was  approximately  $12,900  based upon
71,700  shares held by  non-affiliates  and a closing  market price of $0.18 per
share on January 25, 2011, as reported at www.bigcharts.com.

As of January 25,  2011,  there were  362,200  shares of Common Stock issued and
outstanding.
<PAGE>
                            EIGHT DRAGONS CORPORATION

                                INDEX TO CONTENTS
                                                                           Page
                                                                          Number
                                                                          ------
PART I

Item 1     Business                                                           3
Item 1A    Risk Factors                                                       8
Item 1B    Unresolved Staff Comments                                         11
Item 2     Properties                                                        12
Item 3     Legal Proceedings                                                 12
Item 4     (Removed and Reserved)                                            12

PART II

Item 5     Market for Registrant's Common Equity, Related Stockholder
            Matters and Issuer Purchases of Equity Securities                12
Item 6     Selected Financial Data                                           14
Item 7     Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                        14
Item 7A    Quantitative and Qualitative Disclosures About Market Risk        19
Item 8     Financial Statements and Supplementary Data                       19
Item 9     Changes in and Disagreements with Accountants
            on Accounting and Financial Disclosure                           19
Item 9A    Controls and Procedures                                           19
Item 9B    Other Information                                                 20

PART III

Item 10    Directors, Executive Officers and Corporate Governance            20
Item 11    Executive Compensation                                            23
Item 12    Security Ownership of Certain Beneficial Owners and Management
            and Related Stockholder Matters                                  24
Item 13    Certain Relationships and Related Transactions, and Director
            Independence                                                     25
Item 14    Principal Accounting Fees and Services                            26

PART IV

Item 15    Exhibits, Financial Statement Schedules                           26

SIGNATURES                                                                   38

                                       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;  existing  government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse  publicity;  competition;  fluctuations  and difficulty in
forecasting  operating  results;  changes in business  strategy  or  development
plans;  business  disruptions;  the  ability  to attract  and  retain  qualified
personnel; and other factors referenced in this and previous filings.

Given these uncertainties, readers of this Form 10-K 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 - BUSINESS

GENERAL

Eight Dragons Company  (Company),  formerly known as Tahoe Pacific  Corporation,
Pacific  Holdings,  Inc. and  Ameri-First  Financial  Group,  respectively,  was
incorporated in the State of Nevada on September 27, 1996.

On October  24,  2007,  the  Company  changed  its state of  incorporation  from
Delaware to Nevada by means of a merger with and into Eight Dragons  Company,  a
Nevada  corporation  formed on  September  26,  2007  solely for the  purpose of
effecting the reincorporation. The merger was consummated through an exchange of
100 shares in the Nevada  corporation for each share then issued and outstanding
in the Delaware  corporation.  The Articles of  Incorporation  and Bylaws of the
Nevada corporation are the Articles of Incorporation and Bylaws of the surviving
corporation.  Such  Articles of  Incorporation  modified the  Company's  capital
structure  to allow for the issuance of up to  50,000,000  shares of $0.0001 par
value common stock and up to  10,000,000  shares of $0.0001 par value  preferred
stock.

For periods prior to 2000,  the Company  participated  in numerous  unsuccessful
ventures and  corporate  name changes,  as have been  disclosed and discussed in
greater  detail in  previous  Annual  Report(s)  on Form 10-K and/or Form 10-KSB
which were filed with the U. S. Securities and Exchange Commission.

Since  2000,  the  Company  has  had  no  operations,   significant   assets  or
liabilities.

Currently, the Company has no known exposures to any current or proposed climate
change  legislation  which could negatively  impact the Company's  operations or
require capital expenditures to become compliant.

CURRENT STATUS

The Company's  current  business plan is 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.

The Company's  equity  securities  are  currently  traded on either the Bulletin
Board or the Pink Sheets under the ticker symbol "EDRG".

Since the  disposition  of all  operating  assets and  operations  in 2000,  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.

                                       3
<PAGE>
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.  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  (Securities Act) as
long  as  the  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.
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

                                       4
<PAGE>
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 Nevada 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.  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 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,

                                       5
<PAGE>
          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.
     *    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.

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.

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<PAGE>
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.
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,

                                       7
<PAGE>
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.

ITEM 1A - 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 limited  financial  resources and no operating  activities.  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.

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.

                                       8
<PAGE>
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 ACQUIRED

The business to be acquired may wish to avoid  effecting its own public offering
and  the  accompanying  expense,  delays,  and  uncertainties.  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.

EFFECT OF CLIMATE CHANGE LEGISLATION

Any currently proposed or  to-be-proposed-in-the-future  legislation  concerning
climate change  activities,  business  operations  related thereto or a publicly
perceived risk  associated  with climate change could,  potentially,  negatively
impact the Company's efforts to identify an appropriate target company which may
wish to enter into a business combination transaction with the Company.

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.

DEPENDENCE UPON MANAGEMENT; LIMITED PARTICIPATION OF MANAGEMENT

Because  management  consists  of only one  person,  while  seeking  a  business
combination,  Glenn A. Little,  the  President of the Company,  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  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.

CONFLICTS OF INTEREST

The Company's sole officer and director has other business interests to which he
currently devotes attention,  and is expected to continue to do so. As a result,
conflicts of interest may arise that can be resolved only through their exercise
of judgment in a manner which is  consistent  with his  fiduciary  duties to the
Company.

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

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  stockholder.  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

                                       9
<PAGE>
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 stockholders.  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  Commission has adopted a number of rules to regulate  "penny  stocks." Such
rules  include Rule 3a51-1 and Rules 15g-1 through 15g-9 under the Exchange Act.
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 on the 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; (c) 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 (d) 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.  Stockholders  should  be  aware  that,  according  to
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
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 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.

                                       10
<PAGE>
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.   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. Notwithstanding a
target company's  agreement to obtain audited  financial  statements  within the
required time frame, such audited financials may not be available to the Company
at the  time of  effecting  a  business  combination.  In  cases  where  audited
financials  are  unavailable,  the  Company  will  have to rely  upon  unaudited
information  that has not been  verified  by  outside  auditors  in  making  its
decision  to  engage  in a  transaction  with the  business  entity.  This  risk
increases the prospect that a business  combination  with such a business entity
might prove to be an unfavorable one for the Company.

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  stockholders  of a target
company obtaining a controlling interest in the Company. 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.

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.

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 1B - UNRESOLVED STAFF COMMENTS

None

                                       11
<PAGE>
ITEM 2 - PROPERTIES

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  sole  officer and
director.

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 - [REMOVED AND RESERVED]

                                     PART II

ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
         AND ISSUER PURCHASES OF EQUITY SECURITIES

The  Company's  securities  are eligible  for trading on the OTC Bulletin  Board
under the Commission's Rule 15c2-11,  Subsection  (a)(5).  The Company's trading
symbol is EDRG.  As of the date of this  report,  there  have been  limited  and
sporadic trades of the Company's securities.

As of January 25, 2011, there were a total of 362,200 shares of our common stock
held  by  approximately   276  stockholders  of  record  and  approximately  280
stockholders  whose  positions  were held in  brokerage  accounts.  There are no
shares of our preferred stock outstanding at the date of this report.

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 December 31, 2009
     Quarter ended March 31, 2009                $1.10          $0.22
     Quarter ended June 30, 2009                 $0.25          $0.22
     Quarter ended September 30, 2009            $1.01          $0.11
     Quarter ended December 31, 2009             $0.14          $0.12

Fiscal year ended December 31, 2010
     Quarter ended March 31, 2010                $0.14          $0.14
     Quarter ended June 30, 2010                 $0.14          $0.07
     Quarter ended September 30, 2010            $0.07          $0.07
     Quarter ended December 31, 2010             $0.15          $0.07

The source for the high and low closing bids  quotations  was  www.bigcharts.com
and may not represent  actual  transactions and have not been adjusted for stock
dividends or splits.  The reported  closing price of the Company's common stock,
based on the last  reported  trade  on  January  6,  2011 at  $0.15  per  share.
Additionally,  there were only  approximately  15 trades involving the Company's
stock during Calendar 2010.

                                       12
<PAGE>
COMMON STOCK

Our authorized capital stock consists of 100,000,000 shares of $0.0001 par value
common stock and 50,000,000  shares of $0.0001 par value preferred  stock.  Each
share of common  stock  entitles a  stockholder  to one vote on all matters upon
which  stockholders  are permitted to vote. No  stockholder  has any  preemptive
right or other  similar  right  to  purchase  or  subscribe  for any  additional
securities  issued by us, and no stockholder has any right to convert the common
stock into other securities. No shares of common stock are subject to redemption
or any sinking fund provisions.  All the outstanding  shares of our common stock
are fully paid and  non-assessable.  Subject to the rights of the holders of the
preferred  stock,  if any,  our  stockholders  of common  stock are  entitled to
dividends  when,  as and if declared by our board from funds  legally  available
therefore  and, upon  liquidation,  to a pro-rata share in any  distribution  to
stockholders. We do not anticipate declaring or paying any cash dividends on our
common stock in the foreseeable future.

PREFERRED STOCK

The Company is also  authorized to issue up to 50,000,000  shares of $0.0001 par
value Preferred Stock and no shares are issued and outstanding as of the date of
this Report.

Pursuant to our Articles of Incorporation,  our board has the authority, without
further  stockholder  approval,  to provide for the issuance of up to 50 million
shares  of our  preferred  stock  in one or more  series  and to  determine  the
dividend  rights,   conversion  rights,   voting  rights,  rights  in  terms  of
redemption,  liquidation preferences, the number of shares constituting any such
series and the  designation  of such  series.  Our Board has the power to afford
preferences,  powers and rights  (including voting rights) to the holders of any
preferred stock  preferences,  such rights and  preferences  being senior to the
rights  of  holders  of common  stock.  No  shares  of our  preferred  stock are
currently outstanding. Although we have no present intention to issue any shares
of preferred  stock,  the issuance of shares of preferred stock, or the issuance
of rights to purchase such shares, may have the effect of delaying, deferring or
preventing a change in control of our company.

RESTRICTED SECURITIES

We currently  have  300,000  outstanding  shares which may be deemed  restricted
securities  as  defined in Rule 144.  We do not  intend to issue any  securities
prior to consummating a reverse merger transaction. The securities we issue in a
merger transaction will most likely be restricted securities.

Generally,  restricted  securities  can be resold  under Rule 144 once they have
been  held for the  required  statutory  period,  provided  that the  securities
satisfies the current public information requirements of the Rule.

DIVIDENDS

Dividends,  if any, will be contingent upon the Company's revenues and earnings,
if any,  and  capital  requirements  and  financial  conditions.  The payment of
dividends,  if any,  will be within the  discretion  of the  Company's  Board of
Directors.  The Company  presently  intends to retain all earnings,  if any, and
accordingly  the Board of Directors does not anticipate  declaring any dividends
prior to a business combination.

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.

RECENT SALES OF UNREGISTERED SECURITIES

None.

REPORTS TO STOCKHOLDERS

The Company  plans to furnish its  stockholders  with an annual  report for each
fiscal year ending December 31 containing  financial  statements  audited by its
registered  independent  public accounting firm. 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
Exchange Act.

                                       13
<PAGE>
ITEM 6 - SELECTED FINANCIAL DATA

Not applicable

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

(1) 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;  existing  government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse  publicity;  competition;  fluctuations  and difficulty in
forecasting  operating  results;  changes in business  strategy  or  development
plans;  business  disruptions;  the  ability  to attract  and  retain  qualified
personnel; and other factors referenced in this and previous filings.

Given these uncertainties, readers of this Form 10-K 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.

(2) GENERAL

Eight Dragons Company  (Company),  formerly known as Tahoe Pacific  Corporation,
Pacific  Holdings,  Inc. and  Ameri-First  Financial  Group,  respectively,  was
incorporated  in the State of Nevada on September 27, 1996. On October 24, 2007,
the Company changed its state of incorporation  from Delaware to Nevada by means
of a merger with and into Eight Dragons Company,  a Nevada corporation formed on
September 26, 2007 solely for the purpose of effecting the reincorporation.

For periods prior to 2000,  the Company  participated  in numerous  unsuccessful
ventures and corporate name changes,  as discussed in greater detail in previous
filings with the U. S.  Securities  and  Exchange  Commission.  Since 2000,  the
Company has had no operations, significant assets or liabilities.

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

(3) RESULTS OF OPERATIONS

The Company had no revenue  for either of the years ended  December  31, 2010 or
2009, respectively.

General and  administrative  expenses  for each of the years ended  December 31,
2010 and 2009  were  approximately  $11,000  and  $11,000,  respectively.  These
expenses were directly  related to the  maintenance of the corporate  entity and
the preparation and filing of periodic  reports pursuant to the Exchange Act. It
is  anticipated  that future  expenditure  levels  will  increase as the Company
intends to fully comply with it's periodic reporting requirements.  Earnings per
share for the respective years ended December 31, 2010 and 2009 were $(0.25) and
$(0.25) based on the  weighted-average  shares issued and outstanding at the end
of each respective period.

It is anticipated that future  expenditure levels will remain in line relatively
consistent  until such time that the Company  completes  a business  combination
transaction.  Upon  completion  of a  business  combination  transaction,  it is
anticipated that the Company's expenses will increase significantly.

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

                                       14
<PAGE>
(4) PLAN OF BUSINESS

GENERAL

The Company's current purpose is to seek, investigate and, if such investigation
warrants, merge or acquire an interest in business opportunities presented to it
by persons or companies who or which desire to seek the perceived  advantages of
a  Exchange  Act  registered  corporation.  As of the date of this  registration
statement,  the  Company  has no  particular  acquisitions  in mind  and has not
entered into any  negotiations  regarding such an  acquisition,  and neither the
Company's officer and director nor any promoter and affiliate has engaged in any
negotiations with any  representatives  of the owners of any business or company
regarding the  possibility  of a merger or  acquisition  between the Company and
such other company.

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.

MANAGEMENT

The Company is a shell  corporation,  and currently has no full-time  employees.
Glenn A.  Little  is the  Company's  sole  officer,  director,  and  controlling
stockholder.  All  references  herein to  management  of the  Company are to Mr.
Little.  Mr.  Little,  as  president  of the  Company,  has agreed to allocate a
limited   portion  of  his  time  to  the  activities  of  the  Company  without
compensation.  Potential  conflicts  may arise with  respect to the limited time
commitment by Mr. Little and the potential demands of the Company's activities.

The amount of time spent by Mr.  Little on the  activities of the Company is not
predictable. Such time may vary widely from an extensive amount when reviewing a
target company to an essentially  quiet time when activities of management focus
elsewhere,  or some  amount in between.  It is  impossible  to predict  with any
precision the exact amount of time Mr. Little will actually be required to spend
to locate a suitable target company. Mr. Little estimates that the business plan
of the Company can be  implemented  by devoting  less than 4 hours per month but
such figure cannot be stated with precision.

SEARCH FOR BUSINESS OPPORTUNITIES

The Company's search will be directed toward small and medium-sized enterprises,
which  have a desire  to  become  reporting  corporations  and which are able to
provide audited financial  statements.  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.  The Company's discretion in the selection of business
opportunities   is   unrestricted,   subject   to  the   availability   of  such
opportunities, economic conditions, and other factors. No assurance can be given
that the Company will be successful in finding or acquiring a desirable business
opportunity,  and 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 may merge with a company that has  retained one or more  consultants
or outside  advisors.  In that situation,  the Company expects that the business
opportunity will compensate the consultant or outside advisor. As of the date of
this filing,  there have been no discussions,  agreements or understandings with
any party  regarding  the  possibility  of a merger or  acquisition  between the
Company and such other company.  Consequently,  the Company is unable to predict
how the amount of such compensation would be calculated at this time.

The Company will not restrict its search to any specific  kind of firm,  but may
acquire a venture,  which is in its preliminary or development  stage, one which
is already in operation,  or in a more mature stage of its corporate  existence.
The acquired  business may need to seek additional  capital,  may desire to have
its shares publicly  traded,  or may seek other perceived  advantages  which the
Company may offer.  The Company  does not intend to obtain  funds to finance the
operation of any acquired  business  opportunity  until such time as the Company
has successfully consummated the merger or acquisition transaction. There are no
loan arrangements or arrangements for any financing  whatsoever  relating to any
business opportunities.

                                       15
<PAGE>
EVALUATION OF BUSINESS OPPORTUNITIES

The  analysis of business  opportunities  will be under the  supervision  of the
Company's sole officer and director, who is not a professional business analyst.
In analyzing prospective business  opportunities,  management will consider such
matters as available  technical,  financial and  managerial  resources;  working
capital  and  other  financial  requirements;  history  of  operations,  if any;
prospects  for the  future;  nature of present  and  expected  competition;  the
quality and  experience  of management  services  which may be available and the
depth of that management;  the potential for further research,  development,  or
exploration;  specific risk factors not now  foreseeable,  but which then may be
anticipated to impact the proposed activities of the Company;  the potential for
growth or expansion;  the potential for profit; the perceived public recognition
or acceptance of products,  services, or trades; name identification;  and other
relevant  factors.  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.  To the extent  possible,  the  Company  intends to
utilize  written  reports  and  personal  investigation  to  evaluate  the above
factors.  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  at that  time,  unaudited
financial statements,  together with reasonable assurance that audited financial
statements  would be able to be produced  within a required  period of time; and
the like.

The Company is currently  subject to the reporting  requirements of the Exchange
Act.  Under the Exchange Act, any merger or  acquisition  candidate  will become
subject to the same  reporting  requirements  of the Exchange Act as the Company
following  consummation  of any merger or  acquisition.  Thus,  in the event the
Company  successfully  completes the  acquisition of or merger with an operating
business entity, that business entity must provide audited financial  statements
for at least two most recent  fiscal years or, in the event the business  entity
has been in business for less than two years,  audited financial statements will
be required from the period of  inception.  Acquisition  candidates  that do not
have or are  unable  to  obtain  the  required  audited  statements  will not be
considered appropriate for acquisition.

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,  who
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.
Nevertheless,  the Company has not conducted market research and is not aware of
statistical  data which  would  support  the  perceived  benefits of a merger or
acquisition transaction for the owners of a business opportunity. 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.  There can also be no  assurances
that we are able to successfully pursue a business  opportunity.  In that event,
there is a  substantial  risk to the Company that failure to complete a business
combination  will  significantly  restrict  its  business  operation  and  force
management to cease operations and liquidate the Company.

(5) LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2010 and 2009, respectively,  the Company had working capital of
$(1,148,000) and $(1,056,000), respectively.

On August 1, 2002, the Company  issued a $740,000 note to Wilkerson  Consulting,
Inc.  (Wilkerson)  as  compensation  to replace a guarantee  related to a former
officer's  debt.  This  note was  unsecured  and bore  interest  at 6% on unpaid
principal and 10% on matured unpaid  principal.  The note was payable on demand,
or if no demand was made, the entire  principal  amount and all accrued interest
was due and  payable on July 31,  2006.  On January  18,  2005,  the Company and
Wilkerson entered into a Debt and Stock Purchase  Agreement with Glenn A. Little
(Little) pursuant to which Little agreed to purchase the $740,000 in outstanding
debt  against the Company and to purchase  certain  common  stock of the Company
owned by Wilkerson for total cash consideration of $60,000.  The note matured on
July 31, 2006 and no demand for payment has been made by Mr. Little.

                                       16
<PAGE>
The Company and its controlling  stockholder and sole officer,  Glenn A. Little,
have  acknowledged  that outside  funds are  necessary to support the  corporate
entity and comply with the periodic  reporting  requirements  of the  Securities
Exchange Act of 1934,  as amended.  Accordingly,  Mr.  Little agreed to lend the
Company  up to $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. In May 2005, Mr.
Little  advanced  approximately  $50,000 under this  agreement,  with an initial
maturity date in May 2007.  During 2007,  this  agreement was modified to extend
the credit limit to $75,000 and the  maturity  date was extended to December 31,
2008.  Through  December 31, 2010 and 2009,  an aggregate  $110,050 and $101,050
have been advanced under this agreement.  This note matured on December 31, 2008
and no demand for payment has been made by Mr. Little.

The  following  table  is a  summary  of the  notes  payable  to  the  Company's
controlling shareholder as of December 31, 2010 and 2009, respectively:

                                                December 31,    December 31,
                                                   2010            2009
                                                 --------        --------

   Wilkerson note sold to Little                 $740,000        $740,000
   Working capital note payable to Little         110,050         101,050
                                                 --------        --------

         Total                                   $850,050        $841,050
                                                 ========        ========

There are no assurances that the Company will be able to either (1) consummate a
business  combination  transaction  with a  privately-owned  business seeking to
become a public company; (2) if successful, achieve a level of revenues adequate
to  generate  sufficient  cash flow from  operations;  or (3) obtain  additional
financing  through  either  private  placement,  public  offerings  and/or  bank
financing   necessary  to  support  the  Company's   current   working   capital
requirements.  To the extent that funds  generated from any private  placements,
public  offerings and/or bank financing are insufficient to support the Company,
the Company will have to raise additional  working capital.  No assurance can be
given that additional financing will be available,  or if available,  will be on
terms  acceptable to the Company.  If adequate working capital is not available,
the Company may not renew its operations.

The  Company's  ultimate  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's  articles  of  incorporation  authorizes  the  issuance  of up to
50,000,000 shares of preferred stock and 100,000,000 shares of common stock. The
Company's  ability to issue preferred  stock may limit the Company's  ability to
obtain  debt or equity  financing  as well as impede  potential  takeover of the
Company,  which  takeover  may be in the  best  interest  of  stockholders.  The
Company's  ability to issue these  authorized  but unissued  securities may also
negatively  impact our ability to raise  additional  capital through the sale of
our debt or equity securities.

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.

It is the  belief of  management  and  significant  stockholders  that they will
provide  sufficient  working  capital  necessary  to support  and  preserve  the
integrity of the corporate  entity.  However,  there is no legal  obligation for
either  management or  significant  stockholders  to provide  additional  future
funding.  Further,  the  Company is at the mercy of future  economic  trends and
business operations for the Company's majority stockholder to have the resources
available to support the Company.  Should this pledge fail to provide financing,
the Company has not identified any alternative sources.

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.

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.

The  Company's  Articles  of  Incorporation  authorize  the  issuance  of  up to
50,000,000 shares of preferred stock and 100,000,000 shares of common stock. The
Company's  ability to issue preferred  stock may limit the Company's  ability to
obtain  debt or equity  financing  as well as impede  potential  takeover of the
Company,  which  takeover  may be in the  best  interest  of  stockholders.  The

                                       17
<PAGE>
Company's  ability to issue these  authorized  but unissued  securities may also
negatively  impact our ability to raise  additional  capital through the sale of
our debt or equity securities.

In the event that insufficient  working capital to maintain the corporate entity
and  implement  our  business  plan is not  available,  the  Company's  majority
stockholder  intends to maintain the corporate status of the Company and provide
all necessary  working  capital  support on the Company's  behalf.  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.

Further,  the  Company is at the mercy of future  economic  trends and  business
operations  for  the  Company's  majority  stockholder  to  have  the  resources
available to support the Company.

In such a restricted cash flow scenario, the Company would be unable to complete
its  business  plan  steps,  and  would,  instead,   delay  all  cash  intensive
activities.  Without  necessary cash flow, the Company may become dormant during
the next twelve months, or until such time as necessary funds could be raised in
the equity securities market.

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 its 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.

The  Company's  need for  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.

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.

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.

(6) CRITICAL ACCOUNTING POLICIES

Our financial  statements and related public financial  information are based on
the application of accounting principles generally accepted in the United States
(GAAP).  GAAP  requires  the  use  of  estimates;  assumptions,   judgments  and
subjective  interpretations of accounting  principles that have an impact on the
assets,  liabilities,  revenue and expense amounts reported. These estimates can
also affect  supplemental  information  contained  in our  external  disclosures
including information regarding contingencies,  risk and financial condition. We
believe our use of estimates and  underlying  accounting  assumptions  adhere to
GAAP and are consistently and conservatively  applied.  We base our estimates on
historical  experience  and on various other  assumptions  that we believe to be
reasonable under the  circumstances.  Actual results may differ  materially from
these  estimates  under  different  assumptions  or  conditions.  We continue to
monitor  significant  estimates  made during the  preparation  of our  financial
statements.

Our  significant  accounting  policies are summarized in Note D of our financial
statements. While all these significant accounting policies impact our financial
condition  and  results of  operations,  we view  certain of these  policies  as
critical.  Policies  determined to be critical are those  policies that have the
most significant  impact on our financial  statements and require  management to
use a greater degree of judgment and  estimates.  Actual results may differ from
those  estimates.   Our  management   believes  that  given  current  facts  and
circumstances,  it is unlikely that applying any other  reasonable  judgments or
estimate  methodologies  would  cause  effect  on our  consolidated  results  of
operations,  financial  position or liquidity for the periods  presented in this
report.

(7) EFFECT OF CLIMATE CHANGE LEGISLATION

The  Company  currently  has no known or  identified  exposure to any current or
proposed climate change  legislation which could negatively impact the Company's
operations or require capital  expenditures to become  compliant.  Additionally,
any currently proposed or  to-be-proposed-in-the-future  legislation  concerning
climate change  activities,  business  operations  related thereto or a publicly
perceived risk  associated  with climate change could,  potentially,  negatively
impact the Company's efforts to identify an appropriate target company which may
wish to enter into a business combination transaction with the Company.

                                       18
<PAGE>
ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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.

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

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

None

ITEM 9A - CONTROLS AND PROCEDURES

DISCLOSURE  CONTROLS AND PROCEDURES.  Our management,  under the supervision and
with the participation of our Chief Executive and Financial Officer  (Certifying
Officer),  has  evaluated  the  effectiveness  of our  disclosure  controls  and
procedures as defined in Rules 13a-15  promulgated  under the Exchange Act as of
the end of the period  covered by this Annual  Report.  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  Commission'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
Certifying Officer, as appropriate, to allow timely decisions regarding required
disclosure. Based upon that evaluation, our Certifying Officer concluded that as
of such date,  our  disclosure  controls and  procedures  were not  effective to
ensure that the  information  required to be  disclosed  by us in our reports is
recorded,  processed,  summarized and reported within the time periods specified
by the SEC due to a weakness  in our  controls  described  below.  However,  our
Certifying  Officer  believes  that the  financial  statements  included in this
report  fairly  present,  in all material  respects,  our  financial  condition,
results of operations and cash flows for the respective periods presented.

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 Certifying  Officer 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.

                                       19
<PAGE>
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.

Management's  assessment of the effectiveness of the Company's  internal control
over  financial  reporting is as of the year ended  December  31,  2010.  We are
currently  considered  to be a shell  company  in as much as we have no  current
operations,  revenues  or  employees.  Because  we have  only  one  officer  and
director,  the  Company's  internal  controls are  deficient  for the  following
reasons, (1) there are no entity level controls because there is only one person
serving in the dual capacity of sole officer and sole director, (2) there are no
segregation  of  duties  as that  same  person  approves,  enters,  and pays the
Company's bills, and (3) there is no separate audit committee.  As a result, the
Company's  internal  controls have an inherent  weakness  which may increase the
risks of errors in financial  reporting under current operations and accordingly
are  deficient  as  evaluated  against the  criteria  set forth in the  Internal
Control  -  Integrated   Framework   issued  by  the   committee  of  Sponsoring
Organizations  of  the  Treadway  Commission.   Based  on  our  evaluation,  our
management  concluded that our internal  controls over financial  reporting were
not effective as of December 31, 2010.

This  Annual  Report does not include an  attestation  report of our  registered
public accounting firm regarding our internal control over financial  reporting,
pursuant to the current appropriate Laws and Regulations.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING. There was no change in our
internal control over financial reporting that occurred during the quarter ended
December  31, 2010 that has  materially  affected,  or is  reasonably  likely to
materially affect, our internal control over financial  reporting which internal
controls will remain deficient until such time as the Company completes a merger
transaction  or acquisition  of an operating  business at which time  management
will be able to implement effective controls and procedures.

ITEM 9B - OTHER INFORMATION

Not applicable.

                                    PART III

ITEM 10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

    Name                  Age                Position Held and Tenure
    ----                  ---                ------------------------
Glenn A. Little            57          President, Chief Executive Officer Chief
                                       Financial Officer and Director

The  director  named  above  will  serve  until the next  annual  meeting of the
Company's  stockholders  or  until  any  successors  are duly  elected  and have
qualified.   Directors  will  be  elected  for  one-year  terms  at  the  annual
stockholders meeting.  Officers will hold their positions at the pleasure of the
board of directors,  absent any  employment  agreement,  of which none currently
exists or is 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 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, age 57, has served as our sole officer and director since April
2004. Mr. Little is primarily responsible for implementing our business plan. He
is a graduate of The University of Florida,  Gainesville (Bachelor of Science in

                                       20
<PAGE>
Business  Administration)  and the  American  Graduate  School of  International
Management  (Master of Business  Administration - International  Management) and
was the  principal  of Little  and  Company  Investment  Securities  (LITCO),  a
registered Securities  Broker/Dealer with an office in Midland,  Texas from 1979
to 2010. 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 Company
and  Truewest   Corporation,   both  Nevada  corporations  and  reporting  shell
corporations filing periodic reports with the SEC. Each of the  afore-referenced
companies is current in the filing of their  periodic  reports with the SEC. Mr.
Little  will  devote  as much  of his  time to our  business  affairs  as may be
necessary to implement our business plan.

Since  1988,  Mr.  Little has been  successful  in the  reactivation  of various
inactive  public  companies,  similar to the Company,  upon his acquisition of a
controlling  position in each entity.  As  demonstrated by the following list of
companies which consummated reverse merger transactions during the past five (5)
years where Mr.  Little held  comparable  titles and duties to those he holds in
the Company,  we believe that Mr. Little  possesses the attributes,  experience,
and  qualifications  necessary to effect the  Company's  stated  business  plan.
Furthermore,  given Mr. Little's  abilities and the Company's  limited financial
resources,  the Company has determined  that it is in its best interests for Mr.
Little to serve as both the  Company's  principal  executive  officer as well as
Chairman of the Board of  Directors.  Since Mr.  Little  serves as the Company's
sole director,  there is no designated lead director, and therefore, any and all
risk oversight and risk management matters are the responsibility of Mr. Little.

Mr. Little is no longer a controlling shareholder, officer or director of any of
the below listed entities and his involvement terminated upon the fulfillment of
the respective plan of operation  involving a business  combination  transaction
with a private entity wishing to become publicly owned. In most instances,  when
a business  combination was transacted with one of these companies,  that entity
was required to file a current Report on Form 8-K describing the transaction. We
refer the reader to the respective Form 8-K, if filed,  for any of the companies
listed  below for  detailed  information  concerning  the  business  combination
entered into by that company.

                                                          Year combination
                                                             transaction
      Entity                            File/CIK #            occurred
      ------                            ----------            --------
Tomahawk Industries, Inc.                 318299                2004
Boulder Acquisitions, Inc.                721693                2004
Basic Empire Corporation                 1166389                2004
Fast Eddie Racing Stables, Inc.           770461                2005
Parallel Technologies, Inc.               710846                2005
Las Vegas Resorts Corp.                   808011                2005
United National Film Corporation          842694                2007
Jade Mountain Corporation                1165527                2007
8888 Acquisition Corporation             1376866                2010

It is  specifically  noted that the relative  success or failure of any of these
entities subsequent to Mr. Little's  involvement in them is not an indication of
the possibility of success or failure of the Company upon the completion of it's
current plan of operations.  Additional information about these companies can be
researched at www.sec.gov.

INDEMNIFICATION OF OFFICERS AND DIRECTORS.

We have the authority under the Nevada General  Corporation Law to indemnify our
directors  and officers to the extent  provided for in such  statute.  Set forth
below is a discussion of Nevada law regarding  indemnification  which we believe
discloses  the  material  aspects  of such law on this  subject.  The Nevada law
provides,  in part,  that a  corporation  may indemnify a director or officer or
other  person  who was,  is or is  threatened  to be made a named  defendant  or
respondent  in a proceeding  because such person is or was a director,  officer,
employee or agent of the corporation, if it is determined that such person:

     *    conducted himself in good faith;
     *    reasonably  believed,  in the case of conduct in his official capacity
          as a director or officer of the  corporation,  that his conduct was in
          the  corporation's  best  interest  and, in all other cases,  that his
          conduct was at least not opposed to the corporation's  best interests;
          and

                                       21
<PAGE>
     *    in the case of any criminal  proceeding,  had no  reasonable  cause to
          believe that his conduct was unlawful.

A  corporation  may  indemnify a person under the Nevada law against  judgments,
penalties,  including excise and similar taxes, fines, settlement,  unreasonable
expenses actually  incurred by the person in connection with the proceeding.  If
the person is found  liable to the  corporation  or is found liable on the basis
that personal benefit was improperly received by the person, the indemnification
is limited to reasonable  expenses actually incurred by the person in connection
with the proceeding, and shall not be made in respect of any proceeding in which
the person shall have been found liable for willful or intentional misconduct in
the performance of his duty to the corporation.  The corporation may also pay or
reimburse  expenses  incurred by a person in connection  with his  appearance as
witness or other  participation in a proceeding at a time when he is not a named
defendant or respondent in the proceeding.

Our  Articles of  Incorporation  provides  that none of our  directors  shall be
personally  liable to us or our  stockholders for monetary damages for an act or
omission in such directors' capacity as a director;  provided, however, that the
liability  of such  director is not limited to the extent that such  director is
found  liable  for (a) a breach of the  directors'  duty of loyalty to us or our
stockholders, (b) an act or omission not in good faith that constitutes a breach
of duty of the director to us or an act or omission  that  involves  intentional
misconduct or a knowing  violation of the law, (c) a transaction  from which the
director received an improper benefit,  whether or not the benefit resulted from
an action  taken  within the scope of the  director's  office,  or (d) an act or
omission for which the  liability of the  director is expressly  provided  under
Nevada  law.   Limitations  on  liability   provided  for  in  our  Articles  of
Incorporation do not restrict the  availability of non-monetary  remedies and do
not affect a director's  responsibility under any other law, such as the federal
securities laws or state or federal environmental laws.

We believe that these  provisions  will assist us in  attracting  and  retaining
qualified  individuals  to  serve  as  executive  officers  and  directors.  The
inclusion  of these  provisions  in our Articles of  Incorporation  may have the
effect of reducing a likelihood of derivative  litigation  against our directors
and may discourage or deter  stockholders  or management from bringing a lawsuit
against  directors for breach of their duty of case, even though such an action,
if successful, might otherwise have benefitted us or our stockholders.

Our Bylaws  provide that we will  indemnify our directors to the fullest  extent
provided  by Nevada  General  Corporation  Law and we may,  if and to the extent
authorized  by our board of  directors,  so  indemnify  our  officers  and other
persons  whom we have  the  power to  indemnify  against  liability,  reasonable
expense or other matters.

Insofar as indemnification  for liabilities arising under the Securities Act may
be permitted to our directors,  officers and controlling persons pursuant to the
foregoing provisions,  or otherwise, we have been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification against such liabilities is asserted by such director,  officer,
or controlling  person in connection with the securities  being  registered,  we
will  (unless in the  opinion  of our  counsel  the  matter has been  settled by
controlling  precedent)  submit  to a  court  of  appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires our executive  officers and directors
and person who own more than 10% of our common stock to file  reports  regarding
ownership of and  transactions  in our  securities  with the  Commission  and to
provide  us with  copies of those  filings.  Based  solely on our  review of the
copies received by or a written representation from certain reporting persons we
believe that during  fiscal year ended  December  31, 2008,  we believe that all
eligible persons are in compliance with the requirements of Section 16(a).

CONFLICTS OF INTEREST

The sole officer of the Company will not devote more than a small portion of his
time to the  affairs  of the  Company.  There  will be  occasions  when the time
requirements  of  the  Company's  business  conflict  with  the  demands  of the
officer's 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 officer,  director  and  principal  stockholder  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  officer,  director  and
principal  stockholder made as a condition to, or in connection with, a proposed
merger or acquisition  transaction.  The fact that a substantial  premium may be

                                       22
<PAGE>
paid to the Company's  sole officer and director to acquire his shares creates a
conflict of interest for him and may compromise  his state law fiduciary  duties
to the Company's other stockholders. In making any such sale, the Company's sole
officer and director may consider his own personal pecuniary benefit rather than
the best interests of the Company and the Company's other stockholders,  and the
other stockholders are not expected to be afforded the opportunity to approve or
consent to any particular buy-out  transaction  involving shares held by 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.  Any  such  issuance  of  stock  would  be  made  on an ad hoc  basis.
Accordingly,  the Company is unable to predict whether,  or in what amount, such
stock issuance might be made.

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.

CODE OF ETHICS

The Company has not adopted a code of ethics. Since the Company has no employees
and one person  serving as both sole  director and sole  executive and financial
officer, a code of ethics would have no practical benefit due to the lack of any
meaningful reporting or accountability process.

ITEM 11 - EXECUTIVE COMPENSATION

EXECUTIVE OFFICERS

No  officer  or  director  has  received  any  compensation  from  us.  Until we
consummate a business  combination,  it is not  anticipated  that any officer or
director will receive compensation from us.

We have no stock option, retirement, pension, or profit-sharing programs for the
benefit of directors, officers or other employees.

Our  board  of  directors  appoints  our  executive  officers  to  serve  at the
discretion of the board.  Glenn A. Little is our sole officer and director.  Our
directors  receive no  compensation  from us for serving on the board.  Until we
consummate a business combination, we do not intend to reimburse our officers or
directors for travel and other  expenses  incurred in connection  with attending
the board meetings or for conducting business activities.

                                       23
<PAGE>
EXECUTIVE COMPENSATION

Glenn A.  Little has  received no  compensation  from us nor have we accrued any
cash or  non-cash  compensation  for his  services  since he was  elected  as an
officer  and  director.  The current  management  and  oversight  of the Company
requires less than five (5) hours per month.  As the Company's  sole officer and
director  is  engaged  in  other  full-time  income  producing  activities,  the
Company's  sole  officer or director  has  received  any  compensation  from the
Company.  In  future  periods,  subsequent  to the  consummation  of a  business
combination  transaction,  the Company anticipates that it will pay compensation
to its officer(s) and/or director(s).

We do not have any employment or consulting  agreements  with any parties nor do
we have a stock option plan or other equity compensation plans.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                 Change in
                                                                                  Pension
                                                                                 Value and
                                                                   Non-Equity   Nonqualified
                                                                   Incentive     Deferred       All
 Name and                                                            Plan         Compen-      Other
 Principal                                   Stock       Option     Compen-       sation       Compen-
 Position       Year   Salary     Bonus      Awards      Awards     sation       Earnings      sation     Totals
------------    ----   ------     -----      ------      ------     ------       --------      ------     ------
<S>             <C>       <C>       <C>          <C>        <C>        <C>           <C>         <C>        <C>
Glenn A.
Little,
Principal     2010     $0         $0          $0          $0         $0            $0            $0         $0
Executive     2009     $0         $0          $0          $0         $0            $0            $0         $0
Officer       2008     $0         $0          $0          $0         $0            $0            $0         $0
</TABLE>


The Company has no other executive  compensation  issues which would require the
inclusion of other mandated table disclosures.

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the date of this Annual Report, 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.

                                        Shares Beneficially Owned (1)
                                    -------------------------------------
Name and address (2)                Number of Shares       Percentage (3)
----------------                    ----------------       --------------

Glenn A. Little                         290,500               80.2%
211 West Wall
Midland, Texas 79701

All Directors and                       290,500               80.2%
Executive Officers (1 person)

----------
(1)  On  December  31,  2010,  there were  362,200  shares of our  common  stock
     outstanding  and no shares of preferred  stock issued and  outstanding.  We
     have no outstanding stock options or warrants.
(2)  Under  applicable  Commission  rules,  a person is deemed  the  "beneficial
     owner"  of  a  security  with  regard  to  which  the  person  directly  or
     indirectly, has or shares (a) the voting power, which includes the power to
     vote or direct the voting of the  security,  or (b) the  investment  power,
     which  includes  the power to dispose,  or direct the  disposition,  of the
     security,  in each case  irrespective of the person's  economic interest in
     the security.  Under  Commission  rules, a person is deemed to beneficially
     own  securities  which the person  has the right to acquire  within 60 days
     through the exercise of any option or warrant or through the  conversion of
     another security.
(3)  In  determining  the percent of voting  stock owned by a person on December
     31,  2010 (a) the  numerator  is the  number  of  shares  of  common  stock
     beneficially owned by the person, including shares the beneficial ownership
     of which may be  acquired  within 60 days upon the  exercise  of options or
     warrants or conversion of convertible  securities,  and (b) the denominator
     is the  total of (i) the  362,200  shares of common  stock  outstanding  on
     December 31, 2008, and (ii) any shares of common stock which the person has
     the right to  acquire  within  60 days  upon the  exercise  of  options  or

                                       24
<PAGE>
     warrants or conversion of convertible securities. Neither the numerator nor
     the  denominator  includes  shares which may be issued upon the exercise of
     any other options or warrants or the  conversion  of any other  convertible
     securities.

CHANGES IN CONTROL

There are currently no  arrangements  which may result in a change in control of
the Company.

ITEM 13 - CERTAIN RELATIONSHIPS AND 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  sole  officer and
director.

CONFLICTS OF INTEREST

The sole officer of the Company will not devote more than a small portion of his
time to the  affairs  of the  Company.  There  will be  occasions  when the time
requirements  of  the  Company's  business  conflict  with  the  demands  of the
officer's 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 officer,  director  and  principal  stockholder  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  officer,  director  and
principal  stockholder 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 the Company's  sole officer and director to acquire his shares creates a
conflict of interest for him and may compromise  his state law fiduciary  duties
to the Company's other stockholders. In making any such sale, the Company's sole
officer and director may consider his own personal pecuniary benefit rather than
the best interests of the Company and the Company's other stockholders,  and the
other stockholders are not expected to be afforded the opportunity to approve or
consent to any particular buy-out  transaction  involving shares held by Company
management.

The Company may adopt a policy  under which any  consulting  or finders fee that
may be owed to a third party for services to assist  management  in evaluating a
prospective business opportunity could be paid in stock rather than in cash. Any
such  issuance  of stock  would  be made on an ad hoc  basis.  Accordingly,  the
Company is unable to predict  whether,  or in what amount,  such stock  issuance
might be made.

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.

DIRECTOR INDEPENDENCE

Pursuant to the Company's  current  structure of having a sole director,  who is
also the Company's sole officer and controlling shareholder,  the Company has no
independent  directors,  as  defined  in  Rule  4200  (a)  (15)  of  the  NASDAQ
Marketplace Rules.

                                       25
<PAGE>
ITEM 14 - PRINCIPAL ACCOUNTING FEES AND SERVICES

The Company paid or accrued the  following  fees in each of the prior two fiscal
years to its principal accountant, S. W. Hatfield, CPA of Dallas, Texas:


                                  Year ended         Year ended
                                  December 31,       December 31,
                                     2010               2009
                                    ------             ------

     1. Audit fees                  $5,713             $6,950
     1. Audit-related fees              --                 --
     2. Tax fees                       235                800
     3. All other fees                  --                 --
                                    ------             ------

           Totals                   $5,948             $7,750
                                    ======             ======

We have considered whether the provision of any non-audit services, currently or
in  the  future,  is  compatible  with  S.  W.  Hatfield,  CPA  maintaining  its
independence  and have  determined  that these services do not compromise  their
independence.

Financial Information System Design and Implementation:  S. W. Hatfield, CPA did
not charge the  Company any fees for  financial  information  system  design and
implementation fees.

The  Company  has no  formal  audit  committee.  However,  the  entire  Board of
Directors (Board) is the Company's  defacto audit committee.  In discharging its
oversight  responsibility  as to the audit process,  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 the appropriate Professional Standards issued by the
Public Company  Accounting  Oversight  Board,  the U. S. Securities and Exchange
Commission and/or the American  Institute of Certified Public  Accountants.  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 also discussed with
management,  the internal auditors and the independent  auditors the quality and
adequacy of the Company's internal controls.

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.

ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibit
Number
------
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.


                   (Financial statements follow on next page)

                                       26
<PAGE>
                              EIGHT DRAGONS COMPANY

                                    CONTENTS

                                                                          Page
                                                                          ----

REPORT OF REGISTERED INDEPENDENT CERTIFIED PUBLIC ACCOUNTING FIRM          F-2

FINANCIAL STATEMENTS
   Balance Sheets as of December 31, 2010 and 2009                         F-3

   Statements of Operations and Comprehensive Loss
    for the years ended December 31, 2010 and 2009                         F-4

   Statement of Changes in Shareholders' Equity
    for the years ended December 31, 2010 and 2009                         F-5

   Statements of Cash Flows
    for the years ended December 31, 2010 and 2009                         F-6

   Notes to Financial Statements                                           F-7

                                      F-1
<PAGE>
        REPORT OF REGISTERED INDEPENDENT CERTIFIED PUBLIC ACCOUNTING FIRM


Board of Directors and Stockholders
Eight Dragons Company

We have audited the  accompanying  balance  sheets of Eight  Dragons  Company (a
Nevada  corporation) as of December 31, 2010 and 2009 and the related statements
of operations and comprehensive loss, changes in shareholders'  equity (deficit)
and cash flows for the each of the two years ended  December  31, 2010 and 2009,
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 audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  The  Company is not
required  to have,  nor were we engaged  to  perform,  an audit of its  internal
control over financial reporting.  Our audits included consideration of internal
control over financial  reporting as a basis for designing audit procedures that
are appropriate in the  circumstances,  but not for the purpose of expressing an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  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  Marketing   Acquisition
Corporation  as of December 31, 2010 and 2009 and the results of its  operations
and its cash flows for the each of the two years  ended  December  31,  2010 and
2009, 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  shareholders 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
January 26, 2011

                                      F-2
<PAGE>
                              EIGHT DRAGONS COMPANY
                                 BALANCE SHEETS
                           December 31, 2010 and 2009

<TABLE>
<CAPTION>
                                                                         December 31,         December 31,
                                                                             2010                2009
                                                                         ------------        ------------
<S>                                                                      <C>                 <C>
                                     ASSETS

CURRENT ASSETS
  Cash on hand and in bank                                               $        208        $      1,934
                                                                         ------------        ------------
      TOTAL CURRENT ASSETS                                                        208               1,934
                                                                         ------------        ------------

      TOTAL ASSETS                                                       $        208        $      1,934
                                                                         ============        ============

                 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

LIABILITIES

CURRENT LIABILITIES
  Accounts payable - trade                                               $         --        $         --
  Notes payable to controlling stockholder                                    850,050             841,050
  Accrued interest payable to controlling stockholder                         297,976             217,570
                                                                         ------------        ------------
      TOTAL CURRENT LIABILITIES                                             1,148,326           1,058,620
                                                                         ------------        ------------

LONG-TERM LIABILITIES                                                              --                  --
                                                                         ------------        ------------
      TOTAL LIABILITIES                                                     1,148,326           1,058,620
                                                                         ------------        ------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' 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
    362,200 shares issued and outstanding, respectively                            36                  36
  Additional paid-in capital                                               31,690,302          31,690,302
  Accumulated deficit                                                     (32,838,456)        (32,747,024)
                                                                         ------------        ------------
      TOTAL SHAREHOLDERS' EQUITY (DEFICIT)                                 (1,148,118)         (1,056,686)
                                                                         ------------        ------------

      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                         $        208        $      1,934
                                                                         ============        ============
</TABLE>


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

                                      F-3
<PAGE>
                              EIGHT DRAGONS COMPANY
                 STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                     Years ended December 31, 2010 and 2009

<TABLE>
<CAPTION>
                                                                Year ended        Year ended
                                                                December 31,      December 31,
                                                                   2010               2009
                                                                 --------           --------
<S>                                                              <C>                <C>
REVENUES                                                         $     --           $     --
                                                                 --------           --------
EXPENSES
  General and administrative expenses                              11,026             10,995
                                                                 --------           --------

INCOME (LOSS) FROM OPERATIONS                                     (11,026)           (10,995)

OTHER INCOME (EXPENSE)
  Interest expense                                                (80,406)           (79,887)
  Interest income                                                      --                  7
                                                                 --------           --------

INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES                   (91,432)           (90,865)

PROVISION FOR INCOME TAXES                                             --                 --
                                                                 --------           --------
NET LOSS                                                          (91,432)           (90,865)

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

COMPREHENSIVE LOSS                                               $(91,432)          $(90,865)
                                                                 ========           ========
Earnings per share of common stock outstanding computed
 on net loss - basic and fully diluted                           $  (0.25)          $  (0.25)
                                                                 ========           ========
Weighted-average number of shares outstanding -
 basic and fully diluted                                          362,200            362,200
                                                                 ========           ========
</TABLE>


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

                                      F-4
<PAGE>
                              EIGHT DRAGONS COMPANY
                  STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                     Years ended December 31, 2010 and 2009

<TABLE>
<CAPTION>
                                         Common Stock             Additional
                                    ----------------------         Paid-in           Accumulated
                                    Shares          Amount         Capital             Deficit             Total
                                    ------          ------         -------             -------             -----
<S>                                 <C>             <C>            <C>                 <C>                 <C>
BALANCES AT JANUARY 1, 2009         362,200        $    36       $ 31,690,302       $(32,656,159)       $   (965,821)

Net loss for the year                    --             --                 --            (90,865)            (90,865)
                                   --------        -------       ------------       ------------        ------------
BALANCES AT DECEMBER 31, 2009       362,200             36         31,690,302        (32,747,024)         (1,056,686)

Net loss for the year                    --             --                 --            (91,432)            (91,432)
                                   --------        -------       ------------       ------------        ------------

BALANCES AT DECEMBER 31, 2010       362,200        $    36       $ 31,690,302       $(32,838,456)       $ (1,148,118)
                                   ========        =======       ============       ============        ============
</TABLE>


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

                                      F-5
<PAGE>
                              EIGHT DRAGONS COMPANY
                            STATEMENTS OF CASH FLOWS
                     Years ended December 31, 2010 and 2009

<TABLE>
<CAPTION>
                                                                  Year ended        Year ended
                                                                  December 31,      December 31,
                                                                     2010              2009
                                                                   --------           --------
<S>                                                                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss) for the period                                 $(91,432)          $(90,865)
  Adjustments to reconcile net loss to net cash
   provided by operating activities
     Depreciation and amortization                                       --                 --
     Increase (Decrease) in
       Accounts payable - trade                                         300                 --
       Accrued interest payable                                      80,406             79,877
                                                                   --------           --------
           NET CASH USED IN OPERATING ACTIVITIES                    (10,726)           (10,988)
                                                                   --------           --------

CASH FLOWS FROM INVESTING ACTIVITIES                                     --                 --
                                                                   --------           --------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from sale of common stock                                     --                 --
  Proceeds from loan from stockholder/officer                         9,000              8,000
                                                                   --------           --------
           NET CASH PROVIDED BY FINANCING ACTIVITIES                  9,000              8,000
                                                                   --------           --------

INCREASE (DECREASE) IN CASH                                          (1,726)            (2,988)

Cash at beginning of period                                           1,934              4,922
                                                                   --------           --------

CASH AT END OF PERIOD                                              $    208           $  1,934
                                                                   ========           ========
SUPPLEMENTAL DISCLOSURE OF INTEREST AND INCOME TAXES PAID
  Interest paid for the year                                       $     --           $     --
                                                                   ========           ========
  Income taxes paid for the year                                   $     --           $     --
                                                                   ========           ========
</TABLE>


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

                                      F-6
<PAGE>
                              EIGHT DRAGONS COMPANY
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 2010 and 2009

NOTE A - ORGANIZATION AND DESCRIPTION OF BUSINESS

Eight Dragons Company  (Company),  formerly known as Tahoe Pacific  Corporation,
Pacific  Holdings,  Inc. and  Ameri-First  Financial  Group,  respectively,  was
incorporated in the State of Nevada on September 27, 1996.

On October  24,  2007,  the  Company  changed  its state of  incorporation  from
Delaware to Nevada by means of a merger with and into Eight Dragons  Company,  a
Nevada  corporation  formed on  September  26,  2007  solely for the  purpose of
effecting the reincorporation. The merger was consummated through an exchange of
100 shares in the Nevada  corporation for each share then issued and outstanding
in the Delaware  corporation.  The Articles of  Incorporation  and Bylaws of the
Nevada corporation are the Articles of Incorporation and Bylaws of the surviving
corporation.  Such  Articles of  Incorporation  modified the  Company's  capital
structure  to allow for the issuance of up to  50,000,000  shares of $0.0001 par
value common stock and up to  10,000,000  shares of $0.0001 par value  preferred
stock.

For periods prior to 2000,  the Company  participated  in numerous  unsuccessful
ventures and corporate name changes,  as discussed in greater detail in previous
filings with the U. S.  Securities  and  Exchange  Commission.  Since 2000,  the
Company has had no operations, significant assets or liabilities.

The Company's  current  business plan is 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.  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.

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 December 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.

NOTE C - GOING CONCERN UNCERTAINTY

The Company has no significant  assets or operating activity as of September 30,
2009.

There are no assurances that the Company will be able to either (1) consummate a
business  combination  transaction  with a  privately-owned  business seeking to
become a public company; (2) if successful, achieve a level of revenues adequate
to  generate  sufficient  cash flow from  operations;  or (3) obtain  additional
financing  through  either  private  placement,  public  offerings  and/or  bank
financing   necessary  to  support  the  Company's   current   working   capital
requirements.  To the extent that funds  generated from any private  placements,
public  offerings and/or bank financing are insufficient to support the Company,
the Company will have to raise additional  working capital.  No assurance can be
given that additional financing will be available,  or if available,  will be on
terms  acceptable to the Company.  If adequate working capital is not available,
the Company may not renew its operations.

                                      F-7
<PAGE>
                              EIGHT DRAGONS COMPANY
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                           December 31, 2010 and 2009

NOTE C - GOING CONCERN UNCERTAINTY - CONTINUED

The  Company's  ultimate  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's  articles  of  incorporation  authorizes  the  issuance  of up to
50,000,000 shares of preferred stock and 100,000,000 shares of common stock. The
Company's  ability to issue preferred  stock may limit the Company's  ability to
obtain  debt or equity  financing  as well as impede  potential  takeover of the
Company,  which  takeover  may be in the  best  interest  of  stockholders.  The
Company's  ability to issue these  authorized  but unissued  securities may also
negatively  impact our ability to raise  additional  capital through the sale of
our debt or equity securities.

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.

It is the  belief of  management  and  significant  stockholders  that they will
provide  sufficient  working  capital  necessary  to support  and  preserve  the
integrity of the corporate  entity.  However,  there is no legal  obligation for
either  management or  significant  stockholders  to provide  additional  future
funding.  Further,  the  Company is at the mercy of future  economic  trends and
business operations for the Company's majority stockholder to have the resources
available to support the Company.  Should this pledge fail to provide financing,
the Company has not identified any alternative sources.

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.

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  files  income tax returns in the United  States of America and
     may  file,  as  applicable  and  appropriate,  various  state(s).  With few
     exceptions,  the Company is no longer  subject to U.S.  federal,  state and
     local,  as  applicable,   income  tax  examinations  by  regulatory  taxing
     authorities  for years before 2005.  The Company  does not  anticipate  any
     examinations of returns filed since 2005.

     The Company uses the asset and liability  method of  accounting  for income
     taxes. At December 31, 2010 and 2009, 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 generally represent differences in the recognition of
     assets and liabilities for tax and financial reporting purposes,  primarily
     accumulated depreciation and amortization,  allowance for doubtful accounts
     and vacation accruals.

                                      F-8
<PAGE>
                              EIGHT DRAGONS COMPANY
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                           December 31, 2010 and 2009

NOTE D - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

2.   INCOME TAXES - CONTINUED

     The Company has adopted the  provisions  required by the Income Taxes topic
     of the FASB  Accounting  Standards  Codification.  The  Codification  Topic
     requires  the   recognition  of  potential   liabilities  as  a  result  of
     management's  acceptance of potentially  uncertain positions for income tax
     treatment on a  "more-likely-than-not"  probability  of an assessment  upon
     examination  by  a  respective  taxing  authority.   As  a  result  of  the
     implementation  of  Codification's  Income Tax Topic,  the  Company did not
     incur any liability for unrecognized tax benefits.

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 December 31, 2010 and 2009, and subsequent  thereto,  the Company had no
     outstanding common stock equivalents.

4.   RECENT ACCOUNTING PRONOUNCEMENTS

     The Company  does not expect the  adoption of  recently  issued  accounting
     pronouncements  to have a significant  impact on the  Company's  results of
     operations, financial position or cash flows.

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.

                                      F-9
<PAGE>
                              EIGHT DRAGONS COMPANY
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                           December 31, 2010 and 2009

NOTE F - NOTES PAYABLE TO STOCKHOLDER

On August 1, 2002, the Company  issued a $740,000 note to Wilkerson  Consulting,
Inc.  (Wilkerson)  as  compensation  to replace a guarantee  related to a former
officer's  debt.  This  note was  unsecured  and bore  interest  at 6% on unpaid
principal and 10% on matured unpaid  principal.  The note was payable on demand,
or if no demand was made, the entire  principal  amount and all accrued interest
was due and  payable on July 31,  2006.  On January  18,  2005,  the Company and
Wilkerson entered into a Debt and Stock Purchase  Agreement with Glenn A. Little
(Little) pursuant to which Little agreed to purchase the $740,000 in outstanding
debt  against the Company and to purchase  certain  common  stock of the Company
owned by Wilkerson for total cash consideration of $60,000.  The note matured on
July 31, 2006 and no demand for payment has been made by Mr. Little.

The Company and its controlling  stockholder and sole officer,  Glenn A. Little,
have  acknowledged  that outside  funds are  necessary to support the  corporate
entity and comply with the periodic  reporting  requirements  of the  Securities
Exchange Act of 1934,  as amended.  Accordingly,  Mr.  Little agreed to lend the
Company  up to $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. In May 2005, Mr.
Little  advanced  approximately  $50,000 under this  agreement,  with an initial
maturity date in May 2007.  During 2007,  this  agreement was modified to extend
the credit limit to $75,000 and the  maturity  date was extended to December 31,
2008.  Through  December 31, 2010 and 2009,  an aggregate  $110,050 and $101,050
have been advanced under this agreement.  This note matured on December 31, 2008
and no demand for payment has been made by Mr.  Little.  It is the intent of Mr.
Little  and the  Company to extend  the  maturity  date of this note to a future
date.

The  following  table  is a  summary  of the  notes  payable  to  the  Company's
controlling shareholder as of December 31, 2010 and 2009, respectively:

                                                  December 31,     December 31,
                                                     2010             2009
                                                   --------         --------

         Wilkerson note sold to Little             $740,000         $740,000
         Working capital note payable to Little     110,050          101,050
                                                   --------         --------

               Total                               $850,050         $841,050
                                                   ========         ========

NOTE G - INCOME TAXES

The  components  of income tax  (benefit)  expense  for each of the years  ended
December 31, 2010 and 2009, are as follows:

                                                  Year ended       Year ended
                                                  December 31,     December 31,
                                                     2010             2009
                                                    ------           ------
         Federal:
           Current                                  $   --           $   --
           Deferred                                     --               --
                                                    ------           ------
                                                        --               --
                                                    ------           ------
         State:
           Current                                      --               --
           Deferred                                     --               --
                                                    ------           ------
                                                        --               --
                                                    ------           ------

           Total                                    $   --           $   --
                                                    ======           ======

                                      F-10
<PAGE>
                              EIGHT DRAGONS COMPANY
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                           December 31, 2010 and 2009

NOTE G - INCOME TAXES - CONTINUED

As a result of a 2005 change in control,  the Company has a net  operating  loss
carryforward  of  approximately  $500,000 for Federal  income tax purposes.  The
amount and  availability of any future 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 December
31, 2010 and 2009, respectively,  differed from the statutory federal rate of 34
percent as follows:

                                                      Year ended    Year ended
                                                      December 31,  December 31,
                                                         2010          2009
                                                       --------      --------

Statutory rate applied to income before income taxes   $(31,000)     $(31,000)
Increase (decrease) in income taxes resulting from:
  State income taxes                                         --            --
  Other, including reserve for deferred tax asset
   and application of net operating loss carryforward    31,000        31,000
                                                       --------      --------

      Income tax expense                               $     --      $     --
                                                       ========      ========

Temporary   differences,   which  consist  principally  of  net  operating  loss
carryforwards,  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/or liabilities, as appropriate.
As of December  31, 2010 and 2009,  respectively,  the  deferred tax asset is as
follows:

                                                      December 31,  December 31,
                                                         2010          2009
                                                       --------      --------
Deferred tax assets
  Net operating loss carryforwards                     $185,000      $154,000
  Less valuation allowance                             (185,000)     (154,000)
                                                       --------      --------

      Net Deferred Tax Asset                           $     --      $     --
                                                       ========      ========

During the years ended December 31, 2010 and 2009,  respectively,  the valuation
allowance  for the deferred tax asset  increased  by  approximately  $31,000 and
$31,000.

NOTE H - SUBSEQUENT EVENTS

Management  has evaluated all activity of the Company  through  January 26, 2011
(the issue date of the financial  statements)  and concluded  that no subsequent
events have occurred that would require recognition in the financial  statements
or disclosure in the notes to financial statements.

                        (Signatures follow on next page)

                                      F-11
<PAGE>
                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                         EIGHT DRAGONS COMPANY


Dated: January 27, 2011                  /s/ Glenn A. Little
                                         ---------------------------------------
                                         Glenn A. Little
                                         President, Chief Executive Officer
                                         Chief Financial Officer and Director

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


Dated: January 27, 2011                  /s/ Glenn A. Little
                                         ---------------------------------------
                                         Glenn A. Little
                                         President, Chief Executive Officer
                                         Chief Financial Officer and Director


                                       38