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,
2008





o       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 o  No x








Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange Act. Yes o  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 o





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. o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See 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 o
            Accelerated
      filer oNon-accelerated
      filer   o
            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 o





The
aggregate market value of voting and non-voting common equity held by
non-affiliates as of February 6, 2009 was approximately $36,567 based upon
71,700 shares held by non-affiliates and a closing market price of $0.51 per
share on February 6, 2009, as quoted on www.bigcharts.com.





As of
February 6, 2009, there were 362,200 shares of Common Stock issued and
outstanding.








Eight
Dragons Corporation





Index
to Contents





Page
      NumberPart
      IItem 1
                      Business
                      3Item 1A
                      Risk Factors
                      8Item 2
                      Properties
                      12Item 3
                      Legal Proceedings
                      12Item 4
                      Submission of Matters to a Vote of Security
      Holders
                      12Part
      IIItem 5
                      Market for Registrant’s Common Equity, Related Stockholder
      Matters and Issuer Purchases of Equity Securities
                      12Item 6
                      Selected Financial Data
                      14Item 7
                      Management’s Discussion and Analysis of Financial Condition and
      Results of Operations
                      14Item 7A
                      Quantitative and Qualitative Disclosures About Market
      Risk
                      19Item 8
                      Financial Statements and Supplementary Data
                      19Item 9
                      Changes in and Disagreements with Accountants on Accounting and
      Financial Disclosure
                      19Item 9A
                      Controls and Procedures
                      20Part
      IIIItem 10
                      Directors, Executive Officers and Corporate
      Governance
                      21Item 11
                      Executive Compensation
                      23Item 12
                      Security Ownership of Certain Beneficial Owners and Management
      and Related Stockholder Matters
                      24Item 13
                      Certain Relationships and Related Transactions, and Director
      Independence
                      24Item 14
                      Principal Accountant Fees and Services
                      25Part
      IVItem 15
                      Exhibits and Financial Statement Schedules
                      25Signatures
                      
                      26





2


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 March
22, 2000, a change in control of Itronics Communications
Corporation  occurred in conjunction with closing under an Agreement
and Plan of Reorganization (Reorganization Agreement) between Itronics
Communications Corporation and the Company.  Upon effectiveness of the
Reorganization Agreement, pursuant to Rule 12g-3(a) of the General Rules and
Regulations of the Securities and Exchange Commission, the Company became the
successor issuer to Itronics Communications Corporation, Inc. for reporting
purposes under the Securities Exchange Act of 1934 (Exchange Act) and elected to
report under the Act effective March 22, 2000.





The
closing under the Reorganization Agreement consisted of a stock for stock
exchange in which Itronics Communications Corporation acquired all of the then
issued and outstanding common stock of the Company in exchange for the issuance
of 9,386,116 pre-reverse split shares of its common stock.  As a
result of this transaction, Itronics Communications
Corporation  became a wholly-owned subsidiary of the
Company.  This reorganization was approved by the unanimous consent of
the Company’s Board of Directors and qualified as a reorganization within the
meaning of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as
amended.





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.






3


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.  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.





4


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 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






5


consultants
or advisors, the criteria to be used in selecting such consultants or advisors,
the services to be provided, the term of service, or the total amount of fees
that may be paid.  However, because of the limited resources of the
Company, it is likely that any such fee the Company agrees to pay would be paid
in stock and not in cash.





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





·
            Potential
      for growth and profitability indicated by new technology, anticipated
      market expansion, or new products;


·
              The
      Company’s perception of how any particular business opportunity will be
      received by the investment community and by the Company’s
      stockholders;


·
              Whether,
      following the business combination, the financial condition of the
      business opportunity would be, or would have a significant prospect in the
      foreseeable future of becoming, sufficient to enable the securities of the
      Company to qualify for listing on an exchange or on a national automated
      securities quotation system, such as NASDAQ, so as to permit the trading
      of such securities to be exempt from the requirements of Rule 15g-9
      adopted by the Securities and Exchange
  Commission.


·
              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.





6


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





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.





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.






7




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





Investment Company Act and
Other Regulation





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





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





Competition





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





Employees





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








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






8


target 
company.  The Company has not established a specific length of
operating history or a specified level of earnings, assets, net worth or other
criteria which it will require a target company to have achieved, or without
which the Company would not consider a business combination with such business
entity. Accordingly, the Company may enter into a business combination with a
business entity having no significant operating history, losses, limited or no
potential for immediate earnings, limited assets, negative net worth or other
negative characteristics. There is no assurance that the Company will be able to
negotiate a business combination on terms favorable to the Company.





No Assurance of Success or
Profitability





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





Type of Business
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.





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,






9


source,
or terms that might govern the acquisition of the additional capital which is
expected to be required in order to exploit a business opportunity, and will not
do so until it has determined the level of need for such additional financing.
There is no assurance that additional capital will be available from any source
or, if available, that it can be obtained on terms acceptable to the Company. If
not available, the Company’s operations will be limited to those that can be
financed with its modest capital.





Dependence Upon Outside
Advisors





To
supplement the business experience of its officer and director, the Company may
be required to employ accountants, technical experts, appraisers, attorneys, or
other consultants or advisors. The selection of any such advisors will be made
by the Company’s officer, without any input by 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


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.






11


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 - Submission of Matters to a Vote of Security
Holders





The
Company has not conducted any meetings of stockholders during the preceding
quarter or periods subsequent thereto.








PART
II





Item5 - 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
February 6, 2009, 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
                      
                      
                      LowFiscal year ended December 31,
      2007Quarter
      ended March 31, 2007
                      
                      no
      tradesQuarter
      ended June 30, 2007
                      
                      no
      tradesQuarter
      ended September 30, 2007
                      
                      no
      tradesQuarter
      ended December 31, 2007
                      
                      $
                      1.01
                      
                      
                      $
                      0.83Fiscal year ended December 31,
      2008Quarter
      ended March 31, 2008
                      
                      $
                      11.20
                      
                      
                      $
                      1.10Quarter
      ended June 30, 2008
                      
                      $
                      1.75
                      
                      
                      $
                      1.35Quarter
      ended September 30, 2008
                      
                      $
                      2.55
                      
                      
                      $
                      1.01Quarter
      ended December 31, 2008
                      
                      $
                      3.00
                      
                      
                      $
                      0.20





The
source for the high and low closing bids quotations is the National Quotation
Bureau, Inc. and does not reflect inter-dealer prices, such quotations are
without retail mark-ups, mark-downs or commissions, 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 5, 2009 was $0.51 per
share.





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,






12


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





On April
12, 2007, the Company settled $232,806 in accrued interest payable on the two
notes payable to Mr. Little with the issuance of 15,000,000 pre-reverse split
and redomicile shares of unregistered, restricted common stock.  The
cumulative effect of the May 30, 2007 reverse stock split and the October 24,
2007 redomicile transaction resulted in a net 3,000 shares being issued and
outstanding as a result of this transaction.





On June
4, 2007, the Company sold 3,000 pre-redomicile shares (30,000 post-redomicile
shares) of restricted, unregistered common stock to Mr. Little, pursuant to a
Private Placement Memorandum, at $4.00 per share for gross proceeds for $12,000
cash.  The Company relied upon Section 4(2) for an exemption from
registration on these shares and no underwriter was used in this
transaction.





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


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 March
22, 2000, a change in control of Itronics Communications
Corporation  occurred in conjunction with closing under an Agreement
and Plan of Reorganization (the "Reorganization Agreement") between Itronics
Communications Corporation and the Company.  Upon effectiveness of the
Reorganization Agreement, pursuant to Rule 12g-3(a) of the General Rules and
Regulations of the Securities and Exchange Commission, the Company became the
successor issuer to Itronics Communications Corporation, Inc. for reporting
purposes under the Securities Exchange Act of 1934 and elected to report under
the Act effective March 22, 2000.





The
closing under the Reorganization Agreement consisted of a stock for stock
exchange in which Itronics Communications Corporation acquired all of the then
issued and outstanding common stock of the Company in exchange for the issuance
of 9,386,116 pre-reverse split shares of its common stock.  As a
result of this transaction, Itronics Communications
Corporation  became a wholly-owned subsidiary of the
Company.  This reorganization was approved by the unanimous consent of
the Company’s Board of Directors and qualified as a reorganization within the
meaning of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as
amended.





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 principal business activity is to seek a suitable reverse
acquisition candidate through acquisition, merger or other suitable business
combination method.






14


(3)
            Results
      of Operations





The
Company had no revenue for either of the years ended December 31, 2008 or 2007,
respectively.





General
and administrative expenses for each of the years ended December 31, 2008 and
2007 were approximately $24,300 and $47,200, 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, 2008 and 2007 were $(0.29) and $(0.53) 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.





(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






15


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.





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.






16


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, 2008 and 2007, respectively, the Company had working capital of
$(965,000) and $(862,200), 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.





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, 2008 and 2007, an
aggregate $93,050 and $65,000 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 during
2009.





The
following table is a summary of the notes payable to the Company’s controlling
shareholder as of December 31, 2008 and 2007, respectively:





December
      31,
                  
                  
                  December
      31,2008
                  
                  
                  2007Wilkerson
      note sold to Little
                  
                  $
                  740,000
                  
                  
                  $
                  740,000Working
      capital note payable to Little
                  
                  
                  93,050
                  
                  
                  
                  65,000Total
                  
                  $
                  833,050
                  
                  
                  $
                  805,000





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.






17


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 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






18


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.








Item7A - 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.








Item8 - 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





Termination of LBB &
Associates, Ltd., LLP





On
September 25, 2008, the Board of Directors of Eight Dragons Company (Company)
notified its registered independent certified public accounting firm, LBB &
Associates, Ltd., LLP (LBBCPA) of Houston, Texas that the Company’s Board of
Directors elected to consolidate the Company’s auditing and review requirements
with the registered accounting firm providing services to other entities
controlled by the Company’s Chairman, Chief Executive Officer, Chief Accounting
Officer and Sole Director.





No
accountant's report on the financial statements for either of the past two (2)
years (ended December 31, 2007 or 2006) contained an adverse opinion or a
disclaimer of opinion or was qualified or modified as to uncertainty, audit
scope or accounting principles, except for a going concern opinion expressing
substantial doubt about the ability of the Company to continue as a
going  concern.





During
the Company's two most recent fiscal years (ended December 31, 2007 and 2006)
and from January 1, 2008 to the date of this Report, there were no disagreements
with LBBCPA on any matter of accounting principles or practices, financial
disclosure, or auditing scope or procedure.  There were no reportable
events, as defined under Item 304(a)(1)(v) of Regulation S-K adopted by the SEC,
during the Company's two most recent fiscal years (ended December 31, 2007 and
2006) and from January 1, 2008 to the date of this Report.





Engagement of S. W.
Hatfield, CPA





On
October 2, 2008, subject to the completion of required professional due
diligence, the Company’s Board of Directors announced that it intends to engage
S. W. Hatfield, CPA of Dallas, Texas (SWHCPA) as the Company’s new registered
independent public accounting firm to audit the Company’s financial statements
for the year ended December 31, 2008 and subsequent
periods.  Pursuant to SEC Release 34-42266, SWHCPA also reviews the
Company’s financial statements to be included in Quarterly Reports on Form 10-Q
commencing with the quarter ended September 30, 2008.






19


The
Company did not consult with SWHCPA at any time prior to October 2, 2008,
including the Company’s two most recent fiscal years ended December 31, 2007 and
2006, and the subsequent interim periods through the date of this Report, with
respect to the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be
rendered on the Company’s financial statements, or any other matters or
reportable events set forth in Item 304(a)(1)(v) of Regulation S-K.








Item 9A - Controls and Procedures





Disclosure Controls and
Procedures.  Our management, under the supervision and with the
participation of our Chief Executive Officer (CEO) and Chief Financial Officer
(CFO), has evaluated the effectiveness of our disclosure controls and procedures
as defined in Rules 13a-15 promulgated under the Exchange Act as of the end of
the period covered by this Annual Report. Based on such evaluation, our CEO and
CFO have concluded that, as of the end of the period covered by this Annual
Report, our disclosure controls and procedures are
effective.  Disclosure controls and procedures are controls and
procedures designed to ensure that information required to be disclosed in our
reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the 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 CEO and CFO, as appropriate, to allow
timely decisions regarding required disclosure.





Management’s Annual Report on
Internal Control over Financial Reporting.Management is
responsible for establishing and maintaining adequate internal control over
financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange
Act.





Internal
control over financial reporting is defined under the Exchange Act as a process
designed by, or under the supervision of, our CEO and CFO and effected by our
board of directors, management and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles and includes those policies and procedures
that:





3⁄4
            Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of our
      assets;





3⁄4
            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





3⁄4
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on the financial
statements.





Because
of its inherent limitation, internal control over financial reporting may not
prevent or detect misstatements.  Also, projections of any evaluations
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies and procedures may
deteriorate.  Accordingly, even an effective system of internal
control over financial reporting will provide only reasonable assurance with
respect to financial statement preparation.





Management's
assessment of the effectiveness of the Company's internal control over financial
reporting is as of the year ended December 31, 2008.  We are currently
considered to be a shell company in as much as we have no specific business
plans, no 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, 2008.






20


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





Changes in Internal Control over
Financial Reporting.  There was no change in our internal
control over financial reporting that occurred during the quarter ended December
31, 2008 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.








PART
III





Item 10 - Directors, Executive Officers and Corporate
Governance





Name
                    Age
                    Position Held and TenureGlenn
      A. Little
                    55
                    President,
      Chief Executive OfficerChief
      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,  is a graduate of The University of Florida,
Gainesville (Bachelor of Science in Business Administration) and the American
Graduate School of International Management (Master of Business Administration -
International Management) and has been the principal of Little and Company
Investment Securities (LITCO), a Securities Broker/Dealer with offices in
Midland, Texas since 1979.  Before founding LITCO, Mr. Little was a
stockbroker with Howard, Weil, Labouisse Friedrich in their New Orleans,
Louisiana and Midland, Texas offices and also worked for First National Bank of
Commerce in New Orleans, Louisiana.





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





Mr.
Little currently serves as an officer and director of Eight Dragons Company,
Truewest Corporation and 8888 Acquisition Corp., all Nevada
corporations.  Each of the afore-referenced companies is current in
the filing of their periodic reports with the SEC. Additionally, each of the
afore-referenced companies for which Mr. Little acts as an officer and director
may be deemed reporting shell corporations.  Mr. Little will devote as
much of his time to our business affairs as may be necessary to implement our
business plan.





Indemnification
of Officers and Directors.





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:




21







·
              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


·
              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.






22


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 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.








Item 11 - Executive Compensation





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).






23


SUMMARY
COMPENSATION TABLE





Name
      and
                          Principal
      Position
                        
                        Year
                        Salary ($)
                        Bonus ($)
                        Stock
                          Awards
      ($)
                        Option
                          Awards
      ($)
                        Non-Equity
                          Incentive
      Plan
                          Compensation
      ($)
                        Change
      in
                          Pension
                          Value
      and
                          Nonqualified
                          Deferred
                          Compensation
                          Earnings
      ($)
                        All
      Other
                          Compensation
      ($)
                        Total
      ($)Glenn
      A. Little,
                          Principal
      Executive
                          Officer
                        
                        2008
                          2007
                          2006
                        $-0-
                          $-0-
                          $-0-
                        $-0-
                          $-0-
                          $-0-
                        $-0-
                          $-0-
                          $-0-
                        $-0-
                          $-0-
                          $-0-
                        $-0-
                          $-0-
                          $-0-
                        $-0-
                          $-0-
                          $-0-
                        $-0-
                          $-0-
                          $-0-
                        $-0-
                          $-0-
                          $-0-




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 WallMidland,
      Texas 79701All
      Directors and Executive Officers (1 person)
                          
                          
                          290,500
                          
                          
                          
                          80.2
                          %










(1)
            On
      December 31, 2008, 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,
      2008 (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 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.








Item13 - 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.






24




Item 14 - Principal Accountant Fees and Services





The
Company paid or accrued the following fees in each of the prior two fiscal years
to it’s principal accountant, LBB & Associates, LLP of Houston, Texas or S.
W. Hatfield, CPA of Dallas, Texas (subsequent to October 8, 2008):





Year
      ended
                    
                    
                    Year
      endedDecember
      31,
                    
                    
                    December
      31,2008
                    
                    
                    20071.
      Audit fees
                    
                    $
                    10,600
                    
                    
                    $
                    19,0002.
      Audit-related fees
                    
                    
                    —
                    
                    
                    
                    —3.
      Tax fees
                    
                    
                    —
                    
                    
                    
                    —4.
      All other fees
                    
                    
                    —
                    
                    
                    
                    —Totals
                    
                    $
                    10,600
                    
                    
                    $
                    19,000





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





Financial
Information System Design and Implementation: LBB & Associates, LLP 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, LBB & Associates, LLP, 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)





25


Eight
Dragons Company





Contents





PageReport of Registered Independent Certified Public
      Accounting Firm
                F-2Financial
      StatementsBalance Sheetsas
      of December 31, 2008 and 2007
                F-3Statements of Operations and Comprehensive
      Lossfor
      the years ended December 31, 2008 and 2007
                F-4Statement of Changes in Shareholders'
      Equityfor
      the years ended December 31, 2008 and 2007
                F-5Statements of Cash Flowsfor
      the years ended December 31, 2008 and 2007
                F-6Notes to Financial Statements
                F-7






F-1


swh logo
              S. W.
      Hatfield, CPA
                certified public accountantsUse our past to
      assist your future. sm


REPORTOF
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, 2008 and 2007 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, 2008 and 2007,
respectively.  These financial statements are the responsibility of
the Company's management.  Our responsibility is to express an opinion
on these financial statements based on our audits.





We
conducted our 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, 2008 and 2007 and the results of its operations and its cash
flows for the each of the two years ended December 31, 2008 and 2007,
respectively, in conformity with generally accepted accounting principles
generally accepted in the United States of America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note C to the
financial statements, the Company has no viable operations or significant assets
and is dependent upon significant 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, CPAS. W. HATFIELD, CPA
 Dallas,
Texas
 February
2, 2009
 
 
 214.342.9635
 f:
214-342-9601
 swhcpa@aol.com
 
 9002
Green Oaks Circle
 2nd
Floor
 Dallas,
Texas 75243-7212


F-2


Eight Dragons Company


Balance
Sheets


December
31, 2008 and 2007








December
      31,
                          
                          
                          December
      31,2008
                          
                          
                          2007ASSETSCurrent
      AssetsCash
      on hand and in bank
                          
                          $
                          4,922
                          
                          
                          $
                          1,121Total
      Current Assets
                          
                          
                          4,922
                          
                          
                          
                          1,121Total
      Assets
                          
                          $
                          4,922
                          
                          
                          $
                          1,121LIABILITIES AND SHAREHOLDERS’ EQUITY
      (DEFICIT)LiabilitiesCurrent
      LiabilitiesAccounts
      payable - trade
                          
                          $
                          —
                          
                          
                          $
                          —Notes
      payable to controlling stockholder
                          
                          
                          833,050
                          
                          
                          
                          805,000Accrued
      interest payable to controlling stockholder
                          
                          
                          133,693
                          
                          
                          
                          58,266Total
      Current Liabilities
                          
                          
                          970,743
                          
                          
                          
                          863,266Long-Term
      Liabilities
                          
                          
                          —
                          
                          
                          
                          —Total
      Liabilities
                          
                          
                          970,743
                          
                          
                          
                          863,266Commitments
      and ContingenciesShareholders’
      Equity (Deficit)Preferred
      stock - $0.0001 par value.50,000,000
      shares authorizedNone
      issued and outstanding
                          
                          
                          —
                          
                          
                          
                          —Common
      stock - $0.0001 par value.100,000,000
      shares authorized.362,200
      shares issued and outstanding, respectively
                          
                          
                          36
                          
                          
                          
                          36Additional
      paid-in capital
                          
                          
                          31,690,302
                          
                          
                          
                          31,690,302Accumulated
      deficit
                          
                          
                          (32,656,159
                          )
                          
                          
                          (32,552,483
                          )Total
      Shareholders’ Equity (Deficit)
                          
                          
                          (965,821
                          )
                          
                          
                          (862,145
                          )Total
      Liabilities and Shareholders’ Equity
                          
                          $
                          4,922
                          
                          
                          $
                          1,121











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






F-3


Eight Dragons Company


Statements
of Operations and Comprehensive Loss


Years
ended December 31, 2008 and 2007








Year
      ended
                        
                        
                        Year
      endedDecember
      31,
                        
                        
                        December
      31,2008
                        
                        
                        2007Revenues
                        
                        $
                        —
                        
                        
                        $
                        —ExpensesGeneral
      and administrative expenses
                        
                        
                        24,285
                        
                        
                        
                        47,175Income
      (Loss) from operations
                        
                        
                        (24,285
                        )
                        
                        
                        (47,175
                        )Other
      Income (Expense)Interest
      expense
                        
                        
                        (79,427
                        )
                        
                        
                        (77,253
                        )Interest
      income
                        
                        
                        36
                        
                        
                        
                        490Income
      (Loss) before provision for income taxes
                        
                        
                        (103,676
                        )
                        
                        
                        (123,938
                        )Provision
      for income taxes
                        
                        
                        —
                        
                        
                        
                        —Net
      Loss
                        
                        
                        (103,676
                        )
                        
                        
                        (123,938
                        )Other
      Comprehensive Income
                        
                        
                        —
                        
                        
                        
                        —Comprehensive
      Loss
                        
                        $
                        (103,676
                        )
                        
                        $
                        (123,938
                        )Earnings
      per share of common stock outstanding computed on net loss
    -basic
      and fully diluted
                        
                        $
                        (0.29
                        )
                        
                        $
                        (0.53
                        )Weighted-average
      number of shares outstanding - basic and fully diluted
                        
                        
                        362,200
                        
                        
                        
                        233,964











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






F-4


Eight Dragons Company


Statement
of Changes in Shareholders’ Equity


Years
ended December 31, 2008 and 2007








AdditionalCommon Stock
                    
                    
                    paid-in
                    
                    
                    AccumulatedShares
                    
                    
                    Amount
                    
                    
                    capital
                    
                    
                    deficit
                    
                    
                    TotalBalances
      at January 1, 2007
                    
                    
                    59,200
                    
                    
                    $
                    6
                    
                    
                    $
                    31,445,526
                    
                    
                    $
                    (32,428,545
                    )
                    
                    $
                    (983,013
                    )Common
      stock issued forConversion
      of debt
                    
                    
                    3,000
                    
                    
                    
                    —
                    
                    
                    
                    232,806
                    
                    
                    
                    —
                    
                    
                    
                    232,806Cash
      on private placement
                    
                    
                    300,000
                    
                    
                    
                    30
                    
                    
                    
                    11,970
                    
                    
                    
                    —
                    
                    
                    
                    12,000Net
      loss for the year
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    (123,938
                    )
                    
                    
                    (123,938
                    )Balances
      at December 31, 2007
                    
                    
                    362,200
                    
                    
                    
                    36
                    
                    
                    
                    31,690,302
                    
                    
                    
                    (32,552,483
                    )
                    
                    
                    (862,145
                    )Net
      loss for the year
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    (103,676
                    )
                    
                    
                    (103,676
                    )Balances
      at December 31, 2008
                    
                    
                    362,200
                    
                    
                    $
                    36
                    
                    
                    $
                    31,690,302
                    
                    
                    $
                    (32,656,159
                    )
                    
                    $
                    (965,821
                    )











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






F-5


EightDragons Company


Statements
of Cash Flows


Years
ended December 31, 2008 and 2007








Year
      ended
                      
                      
                      Year
      endedDecember
      31,
                      
                      
                      December
      31,2008
                      
                      
                      2007Cash
      Flows from Operating ActivitiesNet
      income (loss) for the period
                      
                      $
                      (103,676
                      )
                      
                      $
                      (123,938
                      )Adjustments
      to reconcile net loss to net cash provided by operating
      activitiesDepreciation
      and amortization
                      
                      
                      —
                      
                      
                      
                      —Increase
      (Decrease) inAccrued
      interest payable
                      
                      
                      79,427
                      
                      
                      
                      77,253Net
      cash used in operating activities
                      
                      
                      (24,249
                      )
                      
                      
                      (46,685
                      )Cash
      Flows from Investing Activities
                      
                      
                      —
                      
                      
                      
                      —Cash
      Flows from Financing ActivitiesProceeds
      from sale of common stock
                      
                      
                      —
                      
                      
                      
                      12,000Proceeds
      from loan from stockholder/officer
                      
                      
                      28,050
                      
                      
                      
                      15,000Net
      cash provided by financing activities
                      
                      
                      28,050
                      
                      
                      
                      27,000Increase
      (Decrease) in Cash
                      
                      
                      3,801
                      
                      
                      
                      (19,685
                      )Cash
      at beginning of period
                      
                      
                      1,121
                      
                      
                      
                      20,806Cash
      at end of period
                      
                      $
                      4,922
                      
                      
                      $
                      1,121Supplemental
      Disclosure of Interest and Income Taxes PaidInterest
      paid for the year
                      
                      $
                      —
                      
                      
                      $
                      —Income
      taxes paid for the year
                      
                      $
                      —
                      
                      
                      $
                      —Supplemental
      Disclosure of Non-Cash Investing and Financing ActivitiesConversion
      of accrued interest payable to common stock
                      
                      $
                      —
                      
                      
                      $
                      232,806











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






F-6


Eight Dragons Company


Notes
to Financial Statements


December
31, 2008 and 2007








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 March
22, 2000, a change in control of Itronics Communications
Corporation  occurred in conjunction with closing under an Agreement
and Plan of Reorganization (the "Reorganization Agreement") between Itronics
Communications Corporation and the Company.  Upon effectiveness of the
Reorganization Agreement, pursuant to Rule 12g-3(a) of the General Rules and
Regulations of the Securities and Exchange Commission, the Company became the
successor issuer to Itronics Communications Corporation, Inc. for reporting
purposes under the Securities Exchange Act of 1934 and elected to report under
the Act effective March 22, 2000.





The
closing under the Reorganization Agreement consisted of a stock for stock
exchange in which Itronics Communications Corporation acquired all of the then
issued and outstanding common stock of the Company in exchange for the issuance
of 9,386,116 pre-reverse split shares of its common stock.  As a
result of this transaction, Itronics Communications
Corporation  became a wholly-owned subsidiary of the
Company.  This reorganization was approved by the unanimous consent of
the Company’s Board of Directors and qualified as a reorganization within the
meaning of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as
amended.





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.






F-7


Eight
Dragons Company


Notes
to Financial Statements - Continued


December
31, 2008 and 2007








Note
C - Going Concern Uncertainty





The
Company has no significant assets or operating activity as of September 30,
2008.





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.








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.






F-8


Eight
Dragons Company


Notes
to Financial Statements - Continued


December
31, 2008 and 2007








Note
D - Summary of Significant Accounting Policies - Continued





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, 2008 and 2007, respectively, the
      deferred tax asset and deferred tax liability accounts, as recorded when
      material to the financial statements, are entirely the result of temporary
      differences.  Temporary differences 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.





The
      Company adopted the provisions of FASB Interpretation No. 48, “Accounting
      for Uncertainty in Income Taxes”, on January 1, 2007.  FASB
      Interpretation No. 48 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 Interpretation
      48, 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, 2008 and 2007, 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.






F-9


Eight
Dragons Company


Notes
to Financial Statements - Continued


December
31, 2008 and 2007








Note
E - Fair Value of Financial Instruments - Continued





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








Note
F - 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, 2008 and 2007, an
aggregate $93,050 and $65,000 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 during
2009.





The
following table is a summary of the notes payable to the Company’s controlling
shareholder as of December 31, 2008 and 2007, respectively:





December
      31,
                        
                        
                        December
      31,2008
                        
                        
                        2007Wilkerson
      note sold to Little
                        
                        $
                        740,000
                        
                        
                        $
                        740,000Working
      capital note payable to Little
                        
                        
                        93,050
                        
                        
                        
                        65,000Total
                        
                        $
                        833,050
                        
                        
                        $
                        805,000








Note
G - Income Taxes





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





Year
      ended
                                      
                                      
                                      Year
      endedDecember
      31,
                                      
                                      
                                      December
      31,2008
                                      
                                      
                                      2007Federal:Current
                                      
                                      $
                                      —
                                      
                                      
                                      $
                                      —Deferred
                                      
                                      
                                      —
                                      
                                      
                                      
                                      ——
                                      
                                      
                                      
                                      —State:Current
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —Deferred
                                      
                                      
                                      —
                                      
                                      
                                      
                                      ——
                                      
                                      
                                      
                                      —Total
                                      
                                      $
                                      —
                                      
                                      
                                      $
                                      —






F-10


Eight
Dragons Company


Notes
to Financial Statements - Continued


December
31, 2008 and 2007








Note
G - Income Taxes - Continued





As a
result of the 2000 change in control, the Company has a net operating loss
carryforward of approximately $100,000 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,
2008 and 2007, respectively, differed from the statutory federal rate of 34
percent as follows:





Year
      ended
                      
                      
                      Year
      endedDecember
      31,
                      
                      
                      December
      31,2008
                      
                      
                      2007Statutory
      rate applied to income before income taxes
                      
                      $
                      (35,000
                      )
                      
                      $
                      (42,000
                      )Increase
      (decrease) in income taxes resulting from:State
      income taxes
                      
                      
                      —
                      
                      
                      
                      —Other,
      including reserve for deferred tax assetand
      application of net operating loss carryforward
                      
                      
                      35,000
                      
                      
                      
                      42,000Income
      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, 2008 and 2007, respectively, the
deferred tax asset is as follows:





December
      31,
                      
                      
                      December
      31,2008
                      
                      
                      2007Deferred
      tax assetsNet
      operating loss carryforwards
                      
                      $
                      34,000
                      
                      
                      $
                      26,000Less
      valuation allowance
                      
                      
                      (34,000
                      )
                      
                      
                      (26,000
                      )Net
      Deferred Tax Asset
                      
                      $
                      —
                      
                      
                      $
                      —





During
the years ended December 31, 2008 and 2007, respectively, the valuation
allowance for the deferred tax asset increased by approximately $8,000 and
$16,000.








Note
H - Common Stock Transactions





Effective
May 30, 2007, the Company’s Board of Directors authorized a reverse split of the
issued and outstanding shares of the Company on the basis of one share for each
500,000 shares then issued and outstanding with all fractional shares rounded up
to the nearest whole share.  The effect of this action, and the
aforementioned effect of the redomicile of the Company from Delaware to Nevada,
are reflected in the accompanying financial statements as of the first day of
the first period presented.





On April
12, 2007, the Company settled $232,806 in accrued interest payable on the two
notes payable to Little with the issuance of 15,000,000 pre-reverse split and
redomicile shares of unregistered, restricted common stock.  The
cumulative effect of the May 30, 2007 reverse stock split and the October 24,
2007 redomicile transaction resulted in a net 3,000 shares being issued and
outstanding as a result of this transaction.






F-11


Eight
Dragons Company


Notes
to Financial Statements - Continued


December
31, 2008 and 2007








Note
H - Common Stock Transactions - Continued





On June
4, 2007, the Company sold 3,000 pre-redomicile shares (30,000 post-redomicile
shares) of restricted, unregistered common stock to Mr. Little, pursuant to a
Private Placement Memorandum, at $4.00 per share for gross proceeds for $12,000
cash.  The Company relied upon Section 4(2) for an exemption from
registration on these shares and no underwriter was used in this
transaction.























(Remainder
of this page left blank intentionally)














(Signatures
follow on next page)


F-12


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 CompanyDated:
      February 6, 2009
              /s/
      Glenn A. LittleGlenn
      A. LittlePresident,
      Chief Executive OfficerChief
      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:
      February 6, 2009
              /s/
      Glenn A. LittleGlenn
      A. LittlePresident,
      Chief Executive OfficerChief
      Financial Officer and
Director


26