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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON D.C. 20549

                                   FORM 10-K

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended: September 30, 2009

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                       Commission File Number: 000 - 53432

                              Highland Ridge, Inc.
                 (Name of small business issuer in its charter)

               Delaware                              13-4013027
   (State or other jurisdiction of                 I.R.S. Employer
    incorporation or organization)               Identification No.)

         330 Clematis Street, Suite 217, West Palm Beach, Florida, 33401
               (Address of principal executive offices) (zip code)

Registrant's telephone number, including area code - (800) 341-2684

Securities registered under Section 12 (b) of the Exchange Act:  NONE

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

                          Common Stock, $.001 par value
                                (Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in rule 405 of the Securities Act. YES [ ] NO [X]

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

Indicate by check mark whether the registrant (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 that the Registrant was required to file such
reports) and (2) has been subject to such filing requirements for the past 90
days. YES [X] NO [ ]

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate website, if any, every Interactive Date File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T (ss. 232.405 of
this chapter) during the preceding 12 months (for for such shorter period that
the registrant was required to submit and post such files). YES [ ] NO [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]

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Indicate by checkmark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. [X}
Smaller Reporting Company

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

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter. $37,496 (107,131 shares at $0.35 on March 31, 2009).

Note: If a determination as to whether a particular person is an affiliate
cannot be made without involving unreasonable effort and expense, the aggregate
market value of the common stock held by non-affiliates may be calculated on the
basis of assumptions reasonable under the circumstances, provided that the
assumptions are set forth in this Form.

        APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS
                        DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. YES [ ] NO [ ]

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date. 10,987,131 shares as of
December 8, 2009

                    DOCUMENTS INCORPORATED BY REFERENCE: None

List hereunder the following documents if incorporated by reference and the Part
of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980).

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                                 HIGHLAND RIDGE

                                TABLE OF CONTENTS

                                                                            Page
                                     Part I

Item 1.  Business..............................................................3

Item 1A. Risk Factors.........................................................10

Item 1B. Unresolved Staff Comments ...........................................16

Item 2.  Properties...........................................................16

Item 3.  Legal Proceedings....................................................17

Item 4.  Submission of Matters to a Vote of Security Holders..................17

                                     Part II

Item 5.  Market for Registrant's Common Equity, Related Stockholder
            Matters and Issuer Purchases of Equity Securities.................17

Item 6.  Selected Financial Data..............................................20

Item 7.  Management's Discussion and Analysis of Financial Condition
            and Results of Operations.........................................20

Item 8.  Financial Statements and Supplementary Data..........................22

Item 9.  Changes in and Disagreements with Accountants on Accounting
            and Financial Disclosure..........................................33

Item 9A(T). Controls and Procedures...........................................33

Item 9B. Other Information....................................................34

                                    Part III

Item 10. Directors, Executive Officers, and Corporate Governance..............34

Item 11. Executive Compensation...............................................35

Item 12. Security Ownership of Certain Beneficial Owners and Management
            and Related Stockholder Matters...................................36

Item 13. Certain Relationships and Related Transactions, and Director
            Independence......................................................37

Item 14. Principal Accountant fees and services...............................37

                                    PART IV

Item 15. Exhibits, Financial Statement Schedules. ............................38

Signatures....................................................................39

                                       2

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                                     PART I

ITEM 1.  BUSINESS

      This annual report on Form 10-K contains forward-looking statements that
are based on current expectations, estimates, forecasts and projections about
the Company, us, our future performance, our beliefs and our Management's
assumptions. In addition, other written or oral statements that constitute
forward-looking statements may be made by us or on our behalf. Words such as
"expects," "anticipates," "targets," "goals," "projects," "intends," "plans,"
"believes," "seeks," "estimates," variations of such words and similar
expressions are intended to identify such forward-looking statements. These
statements are not guarantees of future performance and involve certain risks,
uncertainties and assumptions that are difficult to predict or assess.
Therefore, actual outcomes and results may differ materially from what is
expressed or forecast in such forward-looking statements. Except as required
under the federal securities laws and the rules and regulations of the SEC, we
do not have any intention or obligation to update publicly any forward-looking
statements after the filing of this Form 10-K, whether as a result of new
information, future events, changes in assumptions or otherwise.

      Readers are cautioned not to place undue reliance on the forward-looking
statements contained herein, which speak only as of the date hereof. We believe
the information contained in this Form 10-K to be accurate as of the date
hereof. Changes may occur after that date. We will not update that information
except as required by law in the normal course of its public disclosure
practices.

      Additionally, the following discussion regarding our financial condition
and results of operations should be read in conjunction with the financial
statements and related notes.

History

      Highland Ridge, Inc., (the "Company", "we", "us" or "Highland Ridge"), was
originally incorporated on July 22, 1988 in the State of Florida as Sea Green,
Inc. At the time of formation the Company was authorized to issue 7,500 shares
of $1.00 par value common stock. The Company was originally formed for the
purpose of developing communication systems to market for use and resale.

      In anticipation of the commencement of the trading of our common stock on
the over the counter market, we filed an amendment to our Articles of
Incorporation on May 5, 1998 increasing our authorized capital stock to
50,000,000 shares of $.001 par value common stock. In addition, we filed an
Amendment to our articles of incorporation on June 3, 1998, changing our name to
Americom Networks Corp. On July 10, 1998, we again changed our name to Americom
Networks International, Inc. During this time we engaged in the business of
developing telecommunications systems to market to high-volume users for use or
resale. In May 1999 we ceased operations and have not engaged in business
operations since that time.

      On December 21, 1999 we filed a registration statement on Form SB-2 with
the Securities and Exchange Commission for an offering by a blank check Company
pursuant to Rule 419 of the Securities Act of 1933. We filed three amendments to
the registration statement and then ultimately abandoned the process prior to
its effectiveness. In September, 2000 the Secretary of State of Florida
administratively dissolved our corporate charter for not maintaining proper
filings with the state and not paying our franchise tax fees.

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      Effective August 31, 2005, the Company approved and authorized a plan of
quasi reorganization and restatement of accounts to eliminate the accumulated
deficit and related capital accounts on the Company's balance sheet. The Company
concluded its period of reorganization after reaching a settlement agreement
with all of its significant creditors. The Company, as approved by its Board of
Directors, elected to state its October 31, 2005, balance sheet as a "quasi
reorganization", pursuant to ARB 43. These rules require the revaluation of all
assets and liabilities to their current values through a current charge to
earnings and the elimination of any deficit in retained earnings by charging
paid-in capital. From October 1, 2005 forward, the Company has recorded net
income (and net losses) to retained earnings and (and net losses) to retained
earnings and (accumulated deficit).

      On September 14, 2007, in its Court Order, the Circuit Court for the 11th
Judicial Circuit in and for Miami Dade County, Florida granted the application
of Century Capital Partners, LLC to have a receiver appointed. The Court
appointed Brian T. Scher, Esquire as receiver of the Company. The Court Order
appointing Receiver empowered Mr. Scher to evaluate our financial status, to
determine whether there are any options for corporate viability that could
benefit our shareholders, to reinstate our corporation with the Florida
Secretary of State, and to obtain copies of our shareholder records from our
transfer agent.

      Mr. Michael Anthony is the sole member of Century Capital Partners.

      Under Mr. Scher's receivership, and with funds supplied by Century Capital
Partners, the Company reinstated its corporate charter and paid all past due
franchise taxes; paid the outstanding debt with the transfer agent; and made an
analysis of the Company's debts and potential for viability as a merger or
acquisition candidate. In addition, on October 13, 2007, Mr. Scher, as receiver,
appointed Michael Anthony as our sole Director, President, Secretary and
Treasurer.

      On December 6, 2007, following the submittal of reports by Mr. Scher, the
Court discharged the receiver and returned the Company to the control of its
Board of Directors.

      On January 30, 2008 after proper notice to all shareholders, the Company
held an annual meeting for the purposes of the election of directors. At the
meeting, Michael Anthony was elected the sole Director. Immediately following
the shareholder meeting, Michael Anthony was appointed President, Secretary and
Treasurer.

      From May, 2007 through September, 2007 Century Capital Partners invested
$6,608.00 into our Company as paid in capital which funds were used to pay
ongoing administrative expenses, including but not limited to, outstanding
transfer agent fees, state reinstatement and filing fees and all costs
associated with conducting the shareholders meeting.

      In exchange for the capital investment by Century Capital Partners, on
December 6, 2007, we issued forty four million (44,000,000) shares of restricted
$.001 par value common stock (880,000 shares post reverse).

      On or near August 12, 2008, Corporate Services International Profit
Sharing Plan contributed $30,000 as paid in capital to Highland Ridge. Corporate
Services International Profit Sharing Plan is an ERISA Trust for which our
director, Michael Anthony, is the sole beneficiary. This capital contribution is
separate from and in addition to the $6,608.00 capital contribution by Century
Capital Partners. Highland Ridge has used and shall continue to use these funds
to pay the costs and expenses necessary to maintain the Company as a reporting
entity and implement the Company's business plan of acquiring, being acquired by
or otherwise becoming an operating business. Such expenses include, without
limitation, fees to redomicile the Company to the state of Delaware; payment of
state filing fees; transfer agent fees; accounting and legal fees; and costs
associated with preparing and filing this Registration Statement, etc.

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      In consideration of its capital contribution, Highland Ridge agreed to
issue to Corporate Services International Profit Sharing plan 1,000,000 shares
of Series B Preferred Stock, which Series B Preferred Stock carry super voting
rights of ten (10) votes per share and are convertible into ten (10) shares of
common stock per share. The 1,000,000 shares of Series B Preferred Stock were
issued to Corporate Services International Profit Sharing Plan on August 12,
2008. On November 20, 2008, Corporate Services International Profit Sharing Plan
converted the Series B Preferred Stock into 10,000,000 shares of common stock.

      Moreover, Michael Anthony, as officer and director has agreed to assist
the Company in its efforts. Mr. Anthony's efforts include, but are not limited
to, assistance in gathering information, retaining counsel and working with
counsel and the auditor for purposes of preparation of periodic reports and
corresponding audited financial statements. Mr. Anthony and Highland Ridge do
not have a written agreement.

      Prior to changing our name to Highland Ridge, on January 31, 2008,
Americom Networks International, Inc. was incorporated in Delaware for the
purpose of merging with Americom Networks International, Inc. a Florida
Corporation so as to effect a re-domicile to Delaware. The Delaware Corporation
is authorized to issue 300,000,000 shares of $.001 par value common stock and
10,000,000 shares of $.001 par value preferred stock. On February 6, 2008 both
Americom Networks the Florida corporation and Americom Networks the Delaware
corporation signed and filed Articles of Merger with their respective states,
pursuant to which the Florida Corporation's shareholders received one share of
new (Delaware) common stock for every one share of old (Florida) common stock
they owned. All outstanding shares of the Florida Corporation's common stock
were effectively purchased by the new Delaware Corporation, effectively merging
the Florida Corporation into the Delaware Corporation, and making the Delaware
Corporation the surviving entity. The change of domicile from Florida to
Delaware was agreed to by the consent of the majority of our outstanding voting
stock held by Century Capital Partners and Corporate Services International
Profit Sharing Plan.

      Effective August 15, 2008 the Company enacted a 1:50 reverse split of our
outstanding common stock and changed our name to our current name, Highland
Ridge, Inc. Our new name, Highland Ridge, Inc. is not meant to be indicative of
a specific business plan or purpose, but rather was meant to be neutral in an
effort to further our plan of attracting a potential merger candidate or
acquiring a business. See "Current Business Plan".

      In addition, on August 1, 2008 we designated 1,000,000 shares of Series B
Preferred Stock, which preferred stock has super voting rights of ten (10) votes
per share and is convertible into ten (10) shares of common stock per share. On
August 12, 2008 we issued the 1,000,000 shares of Series B Preferred Stock to
Corporate Services International Profit Sharing in exchange for its $30,000
capital contribution. On November 20, 2008, Corporate Services International
Profit Sharing Plan converted the Series B Preferred Stock into 10,000,000
shares of common stock.

      On August 5, 2008, we adopted Amended and Restated By-Laws.

                                       5

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CURRENT BUSINESS PLAN

      Highland Ridge is a shell company in that it has no or nominal operations
and either no or nominal assets. At this time, Highland Ridge's purpose is to
seek, investigate and, if such investigation warrants, acquire an interest in
business opportunities presented to it by persons or firms who or which desire
to seek the perceived advantages of an Exchange Act registered corporation. The
Company will not restrict its search to any specific business, industry, or
geographical location and the Company may participate in a business venture of
virtually any kind or nature. This discussion of the proposed business is
purposefully general and is not meant to be restrictive of the Company's
virtually unlimited discretion to search for and enter into potential business
opportunities. Management anticipates that it may be able to participate in only
one potential business venture because the Company has nominal assets and
limited financial resources. This lack of diversification should be considered a
substantial risk to shareholders of the Company because it will not permit the
Company to offset potential losses from one venture against gains from another.
Management may sell its shares to a third party who subsequently will complete a
transaction to bring the Company from a shell company to an operating entity.

      Management has substantial flexibility in identifying and selecting a
prospective new business opportunity. Highland Ridge would not be obligated nor
does management intend to seek pre-approval by our shareholders prior to
entering into a transaction.

      Highland Ridge may seek a business opportunity with entities which have
recently commenced operations, or which wish to utilize the public marketplace
in order to raise additional capital in order to expand into new products or
markets, to develop a new product or service, or for other corporate purposes.
Highland Ridge may acquire assets and establish wholly owned subsidiaries in
various businesses or acquire existing businesses as subsidiaries.

      Highland Ridge intends to promote itself privately. The Company
anticipates that the selection of a business opportunity in which to participate
will be complex and risky. Due to general economic conditions, rapid
technological advances being made in some industries and shortages of available
capital, management believes that there are numerous firms seeking the perceived
benefits of a publicly registered corporation. Such perceived benefits may
include facilitating or improving the terms on which additional equity financing
may be sought, providing liquidity for incentive stock options or similar
benefits to key employees, providing liquidity (subject to restrictions of
applicable statutes), for all shareholders, and other factors.

      Highland Ridge has, and will continue to have, little or no capital with
which to provide the owners of business opportunities with any significant cash
or other assets. On August 12, 2008, Corporate Services International Profit
Sharing Plan deposited $30,000 with the Company and accordingly the cash balance
on that date was $30,000. At Year end September 30, 2009 Highland Ridge had a
cash balance of $4,445.22. Management believes the Company will be able to offer
owners of acquisition candidates the opportunity to acquire a controlling
ownership interest in a publicly registered company without incurring the cost
and time required to conduct an initial public offering. The owners of the
business opportunities will, however, incur significant legal and accounting
costs in connection with the acquisition of a business opportunity, including
the costs of preparing Form 8K's, 10K's, 10Q's and agreements and related
reports and documents. The Securities Exchange Act of 1934 (the "34 Act"),
specifically requires that any merger or acquisition candidate comply with all
applicable reporting requirements, which include providing audited financial
statements to be included within the numerous filings relevant to complying with
the `34 Act. Nevertheless, the officer and director of Highland Ridge 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.

                                       6

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      The Company intends to concentrate on identifying preliminary prospective
business opportunities, which may be brought to its attention through present
associations of the Company's officer and director. In analyzing prospective
business opportunities, the Company will consider such matters as the 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.
The Company will not acquire or merge with any company for which audited
financial statements are not available.

      The foregoing criteria are not intended to be exhaustive and there may be
other criteria that the Company may deem relevant.

      The Officer of Highland Ridge has some, but not extensive experience in
managing companies similar to the Company and shall mainly rely upon his own
efforts, in accomplishing the business purposes of the Company. The Company may
from time to time utilize outside consultants or advisors to effectuate its
business purposes described herein. No policies have been adopted regarding use
of such consultants or advisors, the criteria to be used in selecting such
consultants or advisors, the services to be provided, the term of service, or
regarding 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.

      Highland Ridge does not intend to obtain funds in one or more private
placements to finance the operation of any acquired business opportunity until
such time as the Company has successfully consummated such a merger or
acquisition.

      Management intends to devote such time as it deems necessary to carry out
the Company's affairs. We cannot project the amount of time that our management
will actually devote to our plan of operation.

      Highland Ridge intends to conduct its activities so as to avoid being
classified as an "Investment Company" under the Investment Company Act of 1940,
and therefore avoid application of the costly and restrictive registration and
other provisions of the Investment Company Act of 1940 and the regulations
promulgated thereunder.

GOVERNMENT REGULATIONS

      As a registered corporation, Highland Ridge, Inc. is subject to the
reporting requirements of the Securities Exchange Act of 1934 (the "34 Act")
which includes the preparation and filing of periodic, quarterly and annual
reports on Forms 8K, 10Q and 10K. The 34 Act specifically requires that any
merger or acquisition candidate comply with all applicable reporting
requirements, which include providing audited financial statements to be
included within the numerous filings relevant to complying with the `34 Act.

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HIGHLAND RIDGE IS A BLANK CHECK COMPANY

      At present, Highland Ridge is a development stage company with no revenues
and with no specific business plan or purpose. Highland Ridge's business plan is
to seek new business opportunities or to engage in a merger or acquisition with
an unidentified company. As a result, Highland Ridge is a blank check company
and any offerings of our securities would need to comply with Rule 419 under the
Act. The provisions of Rule 419 apply to every registration statement filed
under the Securities Act of 1933, as amended, by a blank check company. Rule 419
requires that the blank check company filing such registration statement deposit
the securities being offered and proceeds of the offering into an escrow or
trust account pending the execution of an agreement for an acquisition or
merger. In addition, the registrant is required to file a post effective
amendment to the registration statement containing the same information as found
in a Form 10 registration statement, upon the execution of an agreement for such
acquisition or merger. The rule provides procedures for the release of the
offering funds in conjunction with the post effective acquisition or merger.
Highland Ridge has no current plans to engage in any such offerings.

HIGHLAND RIDGE'S COMMON STOCK IS A PENNY STOCK

      Highland Ridge's common stock is a "penny stock," as defined in Rule
3a51-1 under the Exchange Act. The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock not otherwise exempt from the rules, to
deliver a standardized risk disclosure document that provides information about
penny stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
sales person in the transaction, and monthly account statements showing the
market value of each penny stock held in the customer's account. In addition,
the penny stock rules require that the broker-dealer, not otherwise exempt from
such rules, must make a special written determination that the penny stock is
suitable for the purchaser and receive the purchaser's written agreement to the
transaction. These disclosure rules have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock rules. So long as the common stock of Highland Ridge is subject to
the penny stock rules, it may be more difficult to sell our common stock.

ACQUISITION OF OPPORTUNITIES

      Management beneficially owns 10,880,000 shares of common stock or 99% of
the voting rights of the total issued and outstanding capital shares of Highland
Ridge. As a result, management will have substantial flexibility in identifying
and selecting a prospective new business opportunity. In implementing a
structure for a particular business acquisition, the Company may become a party
to a merger, consolidation, reorganization, joint venture, or licensing
agreement with another corporation or entity. It may also acquire stock or
assets of an existing business. On the consummation of a transaction, it is
probable that the present management and shareholders of the Company will no
longer be in control of the Company. In addition, the Company's directors may,
as part of the terms of the acquisition transaction, resign and be replaced by
new directors without a vote of the Company's shareholders or may sell their
stock in the Company. Moreover, management may sell or otherwise transfer his
interest in the Company to new management who will then continue the Company
business plan of seeking new business opportunities. In the past management has
completed a sale of its stock to new management who subsequently complete a
transaction to move the Company from a shell to an operating business.

      It is anticipated that any securities issued in any reorganization would
be issued in reliance upon an exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, the Company may agree to register all or
a part of such securities immediately after the transaction is consummated or at
specified times thereafter. If such registration occurs, of which there can be
no assurance, it will be undertaken by the surviving entity after the Company
has successfully consummated a merger or acquisition.

                                       8

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      With respect to any merger or acquisition, negotiations with target
company management are expected to focus on the percentage of the Company which
the target company shareholders would acquire in exchange for all of their
shareholdings in the target company. Depending upon, among other things, the
target company's assets and liabilities, the Company's shareholders will in all
likelihood hold a substantially lesser percentage ownership interest in the
Company following any merger or acquisition. The percentage ownership may be
subject to significant reduction in the event the Company acquires a target
company with substantial assets. Any merger or acquisition effected by the
Company can be expected to have a significant dilutive effect on the percentage
of shares held by the Company's then shareholders.

      Highland Ridge will participate in a business opportunity only after the
negotiation and execution of appropriate written agreements. Although the terms
of such agreements cannot be predicted, generally such agreements will require
some specific representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to and after
such closing, will outline the manner of bearing costs, including costs
associated with the Company's attorneys and accountants, will set forth remedies
on default and will include miscellaneous other terms.

      Highland Ridge does not intend to provide its security holders with any
complete disclosure documents, including audited financial statements,
concerning an acquisition or merger candidate and its business prior to the
consummation of any acquisition or merger transaction.

      Highland Ridge has not expended funds on and has no plans to expend funds
or time on product research or development.

      On September 22, 2008, Highland Ridge filed a Registration Statement on
Form 10 with the Securities and Exchange Commission to become subject to the
reporting requirements of the Securities Exchange Act of 1934, as amended. The
Company has been current in its reporting obligations since that time.

COMPETITION

      Highland Ridge will remain an insignificant participant among the firms
which engage in the acquisition of business opportunities. In view of Highland
Ridge's combined extremely limited financial resources and limited management
availability, the Company will continue to be at a significant competitive
disadvantage compared to the Company's competitors

EMPLOYEES

      Highland Ridge currently has no employees. The business of the Company
will be managed by its sole officer and director and such officers or directors
which may join the Company in the future, and who may become employees of the
Company. The Company does not anticipate a need to engage any fulltime employees
at this time.

                                       9

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ITEM 1A: RISK FACTORS

FORWARD-LOOKING STATEMENTS

      This annual report on Form 10-K contains forward-looking statements that
are based on current expectations, estimates, forecasts and projections about
us, our future performance, the market in which we operate, our beliefs and our
management's assumptions. In addition, other written or oral statements that
constitute forward-looking statements may be made by us or on our behalf. Words
such as "expects", "anticipates", "targets", "goals", "projects", "intends",
"plans", "believes", "seeks", "estimates", variations of such words and similar
expressions are intended to identify such forward-looking statements. These
statements are not guarantees of future performance and involve certain risks,
uncertainties and assumptions that are difficult to predict or assess.
Therefore, actual outcomes and results may differ materially from what is
expressed or forecast in such forward-looking statements.

DEPENDENCE ON KEY PERSONNEL

      Highland Ridge is dependent upon the continued services of its sole
officer and director, Michael Anthony. To the extent that his services become
unavailable, Highland Ridge will be required to obtain other qualified personnel
and there can be no assurance that it will be able to recruit and hire qualified
persons upon acceptable terms.

LIMITED RESOURCES; NO PRESENT SOURCE OF REVENUES.

      At present, our business activities are limited to seeking potential
business opportunities. Due to our limited financial and personnel resources,
there is only a restricted basis upon which to evaluate our prospects for
achieving our intended business objectives. We have only limited resources and
have no operating income, revenues or cash flow from operations. Our management
is providing us with funding, on an as needed basis, necessary for us to
continue our corporate existence and our business objective to seek new business
opportunities, as well as funding the costs, including professional accounting
fees, of registering our securities under the Exchange Act and continuing to be
a reporting company under the Exchange Act. We have no written agreement with
our management to provide any interim financing for any period. In addition, we
will not generate any revenues unless and until we enter into a new business, of
which there can be no assurance. As of September 30, 2008 we had cash of $29,419
and as of September 30 2009 we had cash of $4,445.

BROAD DISCRETION OF MANAGEMENT

      Any person who invests in our securities will do so without an opportunity
to evaluate the specific merits or risks of any potential new prospective
business in which we may engage. As a result, investors will be entirely
dependent on the broad discretion and judgment of management in connection with
the selection of a prospective business. There can be no assurance that
determinations made by our management will permit us to achieve our business
objectives.

ABSENCE OF SUBSTANTIVE DISCLOSURE RELATING TO PROSPECTIVE BUSINESS

      As of the date of this registration statement, we have not yet identified
any prospective business or industry in which we may seek to become involved and
at present we have no information concerning any prospective business. There can
be no assurance that any prospective business opportunity will benefit
shareholders or prove to be more favorable to shareholders than any other
investment that may be made by shareholders and investors. The Company has
neither conducted nor have others made available to us results of market
research concerning prospective business opportunities.

                                       10

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THERE IS NO ACTIVE MARKET FOR OUR COMMON STOCK AND NONE MAY DEVELOP OR BE
SUSTAINED

      Highland Ridge's common stock has been subject to quotation on the over
the counter bulletin board. There is not currently an active trading market in
the Company's shares nor do we believe that any active trading market has
existed for the last 2 years. There can be no assurance that there will be an
active trading market for our securities in the future. In the event that an
active trading market commences, there can be no assurance as to the market
price of our shares of common stock, whether any trading market will provide
liquidity to investors, or whether any trading market will be sustained.

UNSPECIFIED INDUSTRY FOR NEW PROSPECTIVE BUSINESS OPPORTUNITIES; UNASCERTAINABLE
RISKS

      There is no basis for shareholders to evaluate the possible merits or
risks of potential new business opportunities or the particular industry in
which we may ultimately operate. To the extent that we effect a business
combination with a financially unstable entity or an entity that is in its early
stage of development or growth, including entities without established records
of revenues or income, we will become subject to numerous risks inherent in the
business and operations of that financially unstable company. In addition, to
the extent that we effect a business combination with an entity in an industry
characterized by a high degree of risk, we will become subject to the currently
unascertainable risks of that industry. A high level of risk frequently
characterizes certain industries that experience rapid growth. Although
management will endeavor to evaluate the risks inherent in a particular new
prospective business or industry, there can be no assurance that we will
properly ascertain or assess all such risks or that subsequent events may not
alter the risks that we perceive at the time of the consummation of any new
business opportunity.

CONFLICTS OF INTEREST

      Our management is not required to nor will he commit his full time to our
affairs. As a result, pursuing new business opportunities may require a greater
period of time than if he would devote his full time to our affairs. Management
is not precluded from serving as an officer or director of any other entity that
is engaged in business activities similar to those of Highland Ridge. Management
is current an officer and director of Ravenwood Bourne, Ltd. a company
substantially similar to Highland Ridge.

      Management may have conflicts of interest in determining to which entity a
particular business opportunity should be presented. In general, officers and
directors of a Delaware corporation are required to present certain business
opportunities to a corporation for which they serve as an officer of director.
In the event that our management has multiple business affiliations, he may have
similar legal obligations to present certain business opportunities to multiple
entities. In the event that a conflict of interest shall arise, management will
consider factors such as reporting status, availability of audited financial
statements, current capitalization and the laws of jurisdictions. If several
business opportunities or operating entities approach management with respect to
a business combination, management will consider the foregoing factors as well
as the preferences of the management of the operating company. However,
management will act in what he believes will be in the best interests of the
shareholders of Highland Ridge and other respective public companies. Highland
Ridge shall not enter into a transaction with a target business that is
affiliated with management.

                                       11

<Page>

      In addition, conflicts of interest create the risk that management may
have an incentive to act adversely to the interests of other non-management
stockholders. A conflict of interest may arise between management's personal
pecuniary interest and its fiduciary duty to stockholders.

COMPETITION

      Highland Ridge expects to encounter intense competition from other
entities seeking to pursue new business opportunities. Many of these entities
are well-established and have extensive experience in identifying new
prospective business opportunities. Many of these competitors possess greater
financial, technical, human and other resources than we do and there can be no
assurance that we will have the ability to compete successfully. Based upon our
limited financial and personnel resources, we may lack the resources as compared
to those of many of our potential competitors.

POTENTIAL RISKS OF AN ACQUISITION OR MERGER WITH A FOREIGN COMPANY

      If we enter into a business combination, acquisition or merger with a
foreign concern, we will be subject to risks inherent in business operations
outside of the United States. These risks include, for example, currency
fluctuations, regulatory problems, punitive tariffs, unstable local tax
policies, trade embargoes, risks related to shipment of raw materials and
finished goods across national borders and cultural and language differences.
Foreign economies may differ favorably or unfavorably from the United States
economy in growth of gross national product, rate of inflation, market
development, rate of savings, capital investment, resource self sufficiency and
blance of payments positions and in other respects.

ADDITIONAL FINANCING REQUIREMENTS

      Highland Ridge has no revenues and is dependent upon the willingness of
management and management controlled entities to fund the costs associated with
the reporting obligations under the Exchange Act, and other administrative costs
associated with our corporate existence. For the year ended September 30, 2008,
Highland Ridge incurred $55,158 for general and administrative expenses,
including accounting fees, reinstatement fees, and other professional fees. In
addition, as of September 30, 2008 Highland Ridge had current liabilities of
$33,649; $21,508 of which was due to related parties. For the year ended
September 30, 2009, Highland Ridge incurred $37,483 for general and
administrative expenses, including accounting fees, reinstatement fees, and
other professional fees. In addition, as of September 30, 2009 Highland Ridge
had current liabilities of $22,158; $21,508 of which was due to related parties.
We may not generate any revenues unless and until the commencement of new
business operations. We believe that management will continue to provide
sufficient funds to pay accounting and professional fees and other expenses to
fulfill our reporting obligations under the Exchange Act until we commence
business operations. Through the date of this 10-K management related parties
have made a total capital investment of $36,608.00 into the Company. In the
event that our available funds from our management and affiliates prove to be
insufficient, we will be required to seek additional financing. Our failure to
secure additional financing could have a material adverse affect on our ability
to pay the accounting and other fees in order to continue to fulfill our
reporting obligations and pursue our business plan. We do not have any
arrangements with any bank or financial institution to secure additional
financing and there can be no assurance that any such arrangement would be
available on terms acceptable and in our best interests. We do not have any
written agreement with our affiliates to provide funds for our operating
expenses.

                                       12

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STATE BLUE SKY REGISTRATION; POTENTIAL LIMITATIONS ON RESALE OF THE SECURITIES

      The holders of our shares of common stock and those persons, who desire to
purchase our stock in any trading market that might develop, should be aware
that there may be state blue-sky law restrictions upon the ability of investors
to resell our securities. Accordingly, investors should consider the secondary
market for Highland Ridge's securities to be a limited one.

      It is the present intention of Highland Ridge's management, after the
commencement of new business operations, to seek coverage and publication of
information regarding our Company in an accepted publication manual which
permits a manual exemption. The manual exemption permits a security to be
distributed in a particular state without being registered if the Company
issuing the security has a listing for that security in a securities manual
recognized by the state. However, it is not enough for the security to be listed
in a recognized manual. The listing entry must contain (1) the names of issuer's
officers, and directors, (2) an issuer's balance sheet, and (3) a profit and
loss statement for either the fiscal year preceding the balance sheet or for the
most recent fiscal year of operations. Furthermore, the manual exemption is a
non-issuer exemption restricted to secondary trading transactions, making it
unavailable for issuers selling newly issued securities.

      Most of the accepted manuals are those published in Standard and Poor's,
Moody's Investor Service, Fitch's Investment Service, and Best's Insurance
Reports, and many states expressly recognize these manuals. A smaller number of
states declare that they "recognize securities manuals" but do not specify the
recognized manuals. The following states do not have any provisions and
therefore do not expressly recognize the manual exemption: Alabama, Georgia,
Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and
Wisconsin.

RULE 144 RELATED RISK

      The SEC adopted amendments to Rule 144 which became effective on February
15, 2008 that apply to securities acquired both before and after that date.
Under these amendments, a person who has beneficially owned restricted shares of
our common stock for at least six months would be entitled to sell their
securities provided that (i) such person is not deemed to have been one of our
affiliates at the time of, or at any time during the three months preceding a
sale, (ii) we are subject to the Exchange Act periodic reporting requirements
for at least 90 days before the sale and (iii) if the sale occurs prior to
satisfaction of a one-year holding period, we provide current information at the
time of sale.

      Persons who have beneficially owned restricted shares of our common stock
for at least six months but who are our affiliates at the time of, or at any
time during the three months preceding a sale, would be subject to additional
restrictions, by which such person would be entitled to sell within any
three-month period only a number of securities that does not exceed the greater
of either of the following:

      o     1% of the total number of securities of the same class then
            outstanding; or

      o     the average weekly trading volume of such securities during the four
            calendar weeks preceding the filing of a notice on Form 144 with
            respect to the sale;

PROVIDED, in each case, that we are subject to the Exchange Act periodic
reporting requirements for at least three months before the sale. Such sales by
affiliates must also comply with the manner of sale, current public information
and notice provisions of Rule 144.

                                       13

<Page>

RESTRICTIONS ON THE RELIANCE OF RULE 144 BY SHELL COMPANIES OR FORMER SHELL
COMPANIES

      Historically, the SEC staff has taken the position that Rule 144 is not
available for the resale of securities initially issued by companies that are,
or previously were, blank check companies, like us. The SEC has codified and
expanded this position in the amendments discussed above by prohibiting the use
of Rule 144 for resale of securities issued by any shell companies (other than
business combination related shell companies) or any issuer that has been at any
time previously a shell company. The SEC has provided an important exception to
this prohibition, however, if the following conditions are met:

      o     The issuer of the securities that was formerly a shell company has
            ceased to be a shell company;

      o     The issuer of the securities is subject to the reporting
            requirements of Section 14 or 15(d) of the Exchange Act;

      o     The issuer of the securities has filed all Exchange Act reports and
            material required to be filed, as applicable, during the preceding
            12 months (or such shorter period that the issuer was required to
            file such reports and materials), other than Current Reports on Form
            8-K; and

      o     At least one year has elapsed from the time that the issuer filed
            current comprehensive disclosure with the SEC reflecting its status
            as an entity that is not a shell company.

As a result, it is likely that pursuant to Rule 144, stockholders who receive
our restricted securities in a business combination will not be able to sell our
shares without registration until one year after we have completed our initial
business combination.

RULE 145 RELATED RISKS

      In the business combination context, Rule 145 has imposed on affiliates of
either the acquirer or the target company restrictions on public resales of
securities received in a business combination, even where the securities to be
issued in the business combination were registered under the Securities Act.
These restrictions were designed to prevent the rapid distribution of securities
into the public markets after a registered business combination by those who
were in a position to influence the business combination transaction. The recent
adopted amendments to Rule 145 eliminate these restrictions in most
circumstances.

      Under the new amendments, affiliates of a target company who receive
registered shares in a Rule 145 business combination transaction, and who do not
become affiliates of the acquirer, will be able to immediately resell the
securities received by them into the public markets without registration (except
for affiliates of a shell company as discussed in the following section).
However, those persons who are affiliates of the acquirer, and those who become
affiliates of the acquirer after the acquisition, will still be subject to the
Rule 144 resale conditions generally applicable to affiliates, including the
adequate current public information requirement, volume limitations,
manner-of-sale requirements for equity securities, and, if applicable, a Form
144 filing.

APPLICATION OF RULE 145 TO SHELL COMPANIES

      Public resales of securities acquired by affiliates of acquirers and
target companies in business combination transactions involving shell companies
will continue to be subject to restrictions imposed by Rule 145. If the business
combination transaction is not registered under the Securities Act, then the
affiliates must look to Rule 144 to resell their securities (with the additional
Rule 144 conditions applicable to shell company securities). If the business
combination transaction is registered under the Securities Act, then affiliates
of the acquirer and target company may resell the securities acquired in the
transaction, subject to the following conditions:

      o     The issuer must meet all of the conditions applicable to shell
            companies under Rule 144;

                                       14

<Page>

      o     After 90 days from the date of the acquisition, the affiliates may
            resell their securities subject to Rule 144's volume limitations,
            adequate current public information requirement, and manner-of-sale
            requirements;

      o     After six months from the date of the acquisition, selling
            security-holders who are not affiliates of the acquirer may resell
            their securities subject only to the adequate current public
            information requirement of Rule 144; and

      o     After one year from the date of the acquisition, selling
            security-holders who are not affiliates or the acquirer may resell
            their securities without restriction.

THE COMPANY MAY BE SUBJECT TO CERTAIN TAX CONSEQUENCES IN OUR BUSINESS, WHICH
MAY INCREASE OUR COST OF DOING BUSINESS.

      We may not be able to structure our acquisition to result in tax-free
treatment for the companies or their stockholders, which could deter third
parties from entering into certain business combinations with us or result in
being taxed on consideration received in a transaction. Currently, a transaction
may be structured so as to result in tax-free treatment to both companies, as
prescribed by various federal and state tax provisions. We intend to structure
any business combination so as to minimize the federal and state tax
consequences to both us and the target entity. We cannot guarantee however that
the 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 that may have an adverse
effect on both parties to the transaction.

DIVIDENDS UNLIKELY

      We do not expect to pay dividends for the foreseeable future because we
have no revenues. The payment of dividends will be contingent upon our future
revenues and earnings, if any, capital requirements and overall financial
condition. The payment of any future dividends will be within the discretion of
our board of directors. It is our expectation that after the commencement of new
business operations that future management will determine to retain any earnings
for use in business operations and accordingly, we do not anticipate declaring
any dividends in the foreseeable future.

POSSIBLE ISSUANCE OF ADDITIONAL SECURITIES

      Our Articles of Incorporation, as amended, authorize the issuance of
300,000,000 shares of common stock, par value $0.001. As of December 8, 2009, we
have 10,987,131 shares issued and outstanding. In addition, our Articles of
Incorporation, as amended authorize the issuance of 10,000,000 shares of
preferred stock, 9,000,000 of which remains undesignated. We may be expected to
issue additional shares in connection with our pursuit of new business
opportunities and new business operations. To the extent that additional shares
of common stock are issued, our shareholders would experience dilution of their
respective ownership interests. If we issue shares of common stock in connection
with our intent to pursue new business opportunities, a change in control of our
Company may be expected to occur. The issuance of additional shares of common
stock may adversely affect the market price of our common stock, in the event
that an active trading market commences.

                                       15

<Page>

PRINCIPAL STOCKHOLDER MAY ENGAGE IN A TRANSACTION TO CAUSE THE COMPANY TO
REPURCHASE HIS SHARES OF COMMON STOCK.

      In order to provide control of the Company to third party, our principal
stockholder may choose to cause the Company to sell Company securities to third
parties, with the proceeds of such sale being utilized for the Company to
repurchase shares of common stock held by such principal stockholder. As a
result of such transaction, our management, principal stockholder(s) and Board
of Directors may change.

COMPLIANCE WITH PENNY STOCK RULES

      Our securities will be considered a "penny stock" as defined in the
Exchange Act and the rules thereunder, unless the price of our shares of common
stock is at least $5.00. We expect that our share price will be less than $5.00.
Unless our common stock is otherwise excluded from the definition of "penny
stock", the penny stock rules apply. The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document that provides
information about penny stocks and the nature and level of risks in the penny
stock market. The broker-dealer also must provide the customer with current bid
and offer quotations for the penny stock, the compensation of the broker-dealer
and its sales person in the transaction, and monthly account statements showing
the market value of each penny stock held in the customer's account. In
addition, the penny stock rules require that the broker-dealer, not otherwise
exempt from such rules, must make a special written determination that the penny
stock is suitable for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure rules have the effect of reducing
the level of trading activity in the secondary market for a stock that becomes
subject to the penny stock rules. So long as the common stock is subject to the
penny stock rules, it may become more difficult to sell such securities. Such
requirements could limit the level of trading activity for our common stock and
could make it more difficult for investors to sell our common stock.

GENERAL ECONOMIC RISKS

      Highland Ridge's current and future business plans are dependent, in large
part, on the state of the general economy. Adverse changes in economic
conditions may adversely affect our plan of operation.

ITEM 1B. UNRESOLVED STAFF COMMENTS

         NONE.

ITEM 2.  PROPERTIES

      Highland Ridge shares office space with its officer and director at 330
Clematis Street, Suite 217, West Palm Beach, Florida 33401. The Company does not
have a lease and the Company pays no rent for the leased space. The Company does
not own any properties nor does it lease any other properties. The Company does
not believe it will need to maintain an office at any time in the foreseeable
future in order to carry out its plan of operations as described herein.

                                       16

<Page>

ITEM 3.  LEGAL PROCEEDINGS

      On September 14, 2007, in its Court Order, the Circuit Court for the 11th
Judicial Circuit in and for Miami Dade County, Florida granted the application
of Century Capital Partners, LLC to appoint a receiver. The Court appointed
Brian T. Scher, Esquire as receiver of the Company. The Court Order appointing
Receiver empowered Mr. Scher to evaluate our financial status, to determine
whether there are any options for corporate viability that could benefit our
shareholders, to reinstate our corporation with the Florida Secretary of State,
and to obtain copies of our shareholder records from our transfer agent.

      Highland Ridge's officers and directors are not aware of any threatened or
pending litigation to which the Company is a party or which any of its property
is the subject and which would have any material, adverse effect on the Company.

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

      On January 30, 2008 after proper notice to all shareholders, the Company
held an annual meeting for the purposes of the election of directors. At the
meeting, Michael Anthony was elected the sole Director. Immediately following
the shareholder meeting, Michael Anthony was appointed President, Secretary and
Treasurer. The total votes, in pre-split numbers in favor of Mr. Anthony's
election were 44,022,100; those against were 0; and those abstaining were
5,334,127.

      The Company did not submit any matter to a vote of the shareholders for
year end September 30, 2009.

                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY; RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES

      The Company's common stock is traded on the over the counter bulletin
board under the symbol "HGHN". Such trading of our common stock is limited and
sporadic. To the best knowledge of the Company, there has been no active trading
activity for approximately the past two years.

      According to records of the Company's transfer agent, the Company had
approximately 61 holders of Common Stock of record as of December 8, 2009. This
number does not include an indeterminate number of shareholders whose shares are
held by brokers in street name. The following table sets forth the high and the
low sale prices of the Company's equity securities during the fiscal quarters in
the years ended September 30, 2009 and 2008. The quotations below reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent actual transactions:

      2009                                       HIGH          LOW

      Quarter ended September 30, 2009          $0.35         $0.35
      Quarter ended June 30, 2009               $0.35         $0.35
      Quarter ended March 31, 2009              $0.35         $0.35
      Quarter ended December 31, 2008           $0.50         $0.50

      2008

      Quarter ended September 30, 2008          $1.05         $0.50
      Quarter ended June 30, 2008               $1.50         $0.50
      Quarter ended March 31, 2008              $0.30         $0.30
      Quarter ended December 31, 2007           $0.55         $0.50

                                       17

<Page>

      At the time of filing of this Form 10-K, there is no common stock that is
subject to outstanding options or warrants to purchase common equity or rights
of conversion of the Company.

      Effective February 15, 2008, the Securities and Exchange Commission
codified new Rule 144(i). Rule 144(i) provides that the safe harbor found in
Rule 144 is not available for the resale of securities initially issued by an
issuer that has no or nominal operations and no or nominal assets or assets
consisting solely of cash or cash equivalents or any amount of assets consisting
of cash or cash equivalents and nominal other assets. In accordance with Rule
144(i), Rule 144 is not available for the re-sale of our securities initially
issued while we were a shell company.

      The ability of individual shareholders to trade their shares in a
particular state may be subject to various rules and regulations of that state.
A number of states require that an issuer's securities be registered in their
state or appropriately exempted from registration before the securities are
permitted to trade in that state.

      Highland Ridge is not and is not proposing to publicly offer any
securities at this time.

      From time-to-time the Company may grant options or warrants, or promise
registration rights to certain shareholders. The Company has no control over the
number of shares of its common stock that its shareholders sell. The price of
the Company's stock may be adversely affected if large amounts are sold in a
short period.

      The Company's shares most likely will be subject to the provisions of
Section 15(g) and Rule 15g-9 of the Exchange Act, commonly referred to as the
"penny stock" rule. Section 15(g) sets forth certain requirements for
transactions in penny stocks and Rule 15g-9(d)(1) incorporates the definition of
penny stock as that term is used in Rule 3a51-1 of the Exchange Act.

      The SEC generally defines penny stock to be any equity security that has a
market price less than $5.00 per share, subject to certain exceptions. Rule
3a51-1 provides that any equity security is considered to be a penny stock
unless that security is: registered and traded on a national securities exchange
meeting specified criteria set by the SEC; authorized for quotation on The
NASDAQ Stock Market; issued by a registered investment company; excluded from
the definition on the basis of price (at least $5.00 per share) or the issuer's
net tangible assets; or exempted from the definition by the SEC. Broker-dealers
who sell penny stocks to persons other than established customers and accredited
investors (generally persons with assets in excess of $1,000,000 or annual
income exceeding $200,000, or $300,000 together with their spouse), are subject
to additional sales practice requirements.

      For transactions covered by these rules, broker-dealers must make a
special suitability determination for the purchase of such securities and must
have received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the first transaction, of a
risk disclosure document relating to the penny stock market. A broker-dealer
also must disclose the commissions payable to both the broker-dealer and the
registered representative, and current quotations for the securities. Finally,
monthly statements must be sent to clients disclosing recent price information
for the penny stocks held in the account and information on the limited market
in penny stocks. Consequently, these rules may restrict the ability of
broker-dealers to trade and/or maintain a market in our common stock and may
affect the ability of shareholders to sell their shares.

                                       18

<Page>

Dividends

      The Company has not declared any dividends since inception and does not
anticipate paying any dividends in the foreseeable future. The payment of
dividends is within the discretion of the Board of Directors and will depend on
the Company's earnings, capital requirements, financial condition, and other
relevant factors. There are no restrictions that currently limit the Company's
ability to pay dividends on its Common Stock other than those generally imposed
by applicable state law.

Equity Compensation Plans

      We have no equity compensation plans.

Recent Sales of Unregistered Securities

      The following is a list of unregistered securities sold by the Company
within the last three years including the date sold, the title of the
securities, the amount sold, the identity of the person who purchased the
securities, the price or other consideration paid for the securities, and the
section of the Securities Act of 1933 under which the sale was exempt from
registration as well as the factual basis for claiming such exemption.

      From May, 2007 through August, 2008 Century Capital Partners invested
$6,608.00 into our Company as paid in capital which funds were used to pay
ongoing administrative expenses, including but not limited to, outstanding
transfer agent fees, state reinstatement and filing fees and all costs
associated with conducting the shareholders meeting.

      In exchange for the capital investment by Century Capital Partners, on
December 6, 2007, we issued forty four million (44,000,000) shares of restricted
$.001 par value common stock (880,000 shares post reverse).

      On or near August 12, 2008, Corporate Services International Profit
Sharing Plan contributed $30,000 as paid in capital to Highland Ridge in
exchange for 1,000,000 shares of our Series B Preferred Stock. Corporate
Services International Profit Sharing Plan is a private profit sharing plan for
which our director, Michael Anthony, is the sole beneficiary. Highland Ridge has
used and shall continue to use these funds to pay the costs and expenses
necessary to revive the Company's business and implement the Company's business
plan. Such expenses include, without limitation, fees to redomicile the Company
to the state of Delaware; payment of state filing fees; transfer agent fees;
accounting and legal fees; and costs associated with preparing and filing this
Registration Statement, etc. On November 20, 2008, Corporate Services
International Profit Sharing Plan converted the Series B Preferred Stock into
10,000,000 shares of common stock.

      The Company believes that the issuance and sale of the restricted shares
was exempt from registration pursuant to Section 4(2) of the Act as privately
negotiated, isolated, non-recurring transactions not involving any public
solicitation. An appropriate restrictive legend is affixed to the stock
certificates issued in such transactions.

                                       19

<Page>

ITEM 6.  SELECTED FINANCIAL DATA

      This Item is not applicable to Highland Ridge as it is a smaller reporting
company.

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

      The following presentation of management's discussion and analysis of the
Company's financial condition and results of operations should be read in
conjunction with the Company's consolidated financial statements, the
accompanying notes thereto and other financial information appearing elsewhere
in this report. This section and other parts of this report contain
forward-looking statements that involve risks and uncertainties. The Company's
actual results may differ significantly from the results discussed in the
forward-looking statements.

OVERVIEW

      Effective August 31, 2005, the Company approved and authorized a plan of
quasi reorganization and restatement of accounts to eliminate the accumulated
deficit and related capital accounts on the Company's balance sheet. The Company
concluded its period of reorganization after reaching a settlement agreement
with all of its significant creditors. The Company, as approved by its Board of
Directors, elected to state its October 1, 2005, balance sheet as a "quasi
reorganization", pursuant to ARB 43. These rules require the revaluation of all
assets and liabilities to their current values through a current charge to
earnings and the elimination of any deficit in retained earnings by charging
paid-in capital. From October 1, 2005 forward, the Company has recorded net
income (and net losses) to retained earnings and (and net losses) to retained
earnings and (accumulated deficit).

      Our current activities are related to seeking new business opportunities.
We will use our limited personnel and financial resources in connection with
such activities. It may be expected that pursuing a new business opportunity
will involve the issuance of restricted shares of common stock. At September 30,
2009 and 2008, we had $4,445 and $29,419 of cash assets respectively. At
September 30, 2008 the Company had current liabilities of $$33,649, $21,508 of
which was due to related parties and as of September 30, 2009 we had current
liabilities of $22,158, $21,508 of which was due to related parties.

      We have had no revenues in either the year end September 30, 2009 or 2008.
Our operating expenses for the year end September 30, 2008 were $55,158 and for
the year end September 30, 2009 were $37,483, comprised of general and
administrative expenses. Accordingly, we had a net loss of $55,158 and a net
loss per share of $0.07 for the year end September 30, 2008 and a net loss of
$37,483 and a net loss per share of $Nil for the year end September 30, 2009.

CONTINUING OPERATIONS, LIQUIDITY AND CAPITAL RESOURCES

      We have received a total of $36,608.00 from management related parties as
capital investments in exchange for 880,000 shares of common stock and 1,000,000
shares of Series B Preferred Stock. On November 20, 2008, Corporate Services
International Profit Sharing Plan converted the Series B Preferred Stock into
10,000,000 shares of common stock. While we are dependent upon interim funding
provided by management to pay professional fees and expenses, we have no written
finance agreement with management to provide any continued funding. As of
September 30, 2008 the Company had current liabilities of $33,649 and as of
September 30, 2009 the Company had current liabilities of $22,158, of which
$21,508 was due to related parties. Although we believe management will continue
to fund the Company on an as needed basis, we do not have a written agreement
requiring such funding. In addition, future management funding, will more than
likely be in the form of loans, for which the Company will be liable to pay
back.

                                       20

<Page>

      Management provided, without cost to the Company, his services, valued at
$1,800 per month through September 30, 2009, which totaled $21,600 for the
annual period then ended. The principal stockholder also provided, without cost
to the Company, office space valued at $200 per month, which totaled $2,400 for
the annual period ended September 30, 2009. The total of these expenses was
$24,000 and was reflected in the statement of operations as general and
administrative expenses with a corresponding contribution of paid-in capital.

      The Company has limited liquidity or capital resources. As of September
30, 2009 and 2008, the Company had a cash balance of $4,445 and $29,419
respectively. In the event that the Company cannot complete a merger or
acquisition and cannot obtain capital needs for ongoing expenses, including
expenses related to maintaining compliance with the securities laws and filing
requirements of the Securities Exchange Act of 1934, the Company could be forced
to cease operations.

      Highland Ridge currently plans to satisfy its cash requirements for the
next 12 months though it's current cash and by borrowing from its officer and
director or companies affiliated with its officer and director and believes it
can satisfy its cash requirements so long as it is able to obtain financing from
these affiliated entities. Highland Ridge currently expects that money borrowed
will be used during the next 12 months to satisfy the Company's operating costs,
professional fees and for general corporate purposes. The Company may explore
alternative financing sources, although it currently has not done so.

      Highland Ridge will use its limited personnel and financial resources in
connection with seeking new business opportunities, including seeking an
acquisition or merger with an operating company. It may be expected that
entering into a new business opportunity or business combination will involve
the issuance of a substantial number of restricted shares of common stock. If
such additional restricted shares of common stock are issued, the shareholders
will experience a dilution in their ownership interest in the Company. If a
substantial number of restricted shares are issued in connection with a business
combination, a change in control may be expected to occur.

      In connection with the plan to seek new business opportunities and/or
effecting a business combination, the Company may determine to seek to raise
funds from the sale of restricted stock or debt securities. The Company has no
agreements to issue any debt or equity securities and cannot predict whether
equity or debt financing will become available at acceptable terms, if at all.

      There are no limitations in the certificate of incorporation on the
Company's ability to borrow funds or raise funds through the issuance of
restricted common stock to effect a business combination. The Company's limited
resources and lack of recent operating history may make it difficult to borrow
funds or raise capital. Such inability to borrow funds or raise funds through
the issuance of restricted common stock required to effect or facilitate a
business combination may have a material adverse effect on the Company's
financial condition and future prospects, including the ability to complete a
business combination. To the extent that debt financing ultimately proves to be
available, any borrowing will subject the Company to various risks traditionally
associated with indebtedness, including the risks of interest rate fluctuations
and insufficiency of cash flow to pay principal and interest, including debt of
an acquired business.

                                       21

<Page>

      The Company currently has no plans to conduct any research and development
or to purchase or sell any significant equipment. The Company does not expect to
hire any employees during the next 12 months.

OFF BALANCE SHEET ARRANGEMENTS

      None.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

                                MICHAEL F. CRONIN
                           CERTIFIED PUBLIC ACCOUNTANT
                                ORLANDO, FL 32708


Board of Directors and Shareholders
Highland Ridge, Inc,
West Palm Beach, Florida


I have audited the accompanying balance sheets of Highland Ridge, Inc. as of
September 30, 2009 and 2008 and the related statements of operations,
stockholders' deficiency and cash flows for the years then ended. The financial
statements are the responsibility of the directors. My responsibility is to
express an opinion on these financial statements based on my audits.

I conducted my audits in accordance with the standards of the Public Company
Accounting Oversight Board (UNITED STATES). Those standards require that I 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 was I engaged to perform, an audit of its internal control
over financial reporting. My audit included consideration of internal control
over financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, I express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. I believe that my audits provide a
reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Highland Ridge, Inc. as of
September 30, 2009 and 2008 and the results of its operations, its cash flows
and changes in stockholders' deficiency for the years then ended in conformity
with accounting principles generally accepted in the United States.

Discussed in the notes and effective August 31, 2005, the Company executed a
plan of quasi-reorganization and restatement of accounts to eliminate the
accumulated deficit and related capital accounts on the Company's balance sheet.


December 4, 2009


/s/ Michael F. Cronin
-----------------------------
Michael F. Cronin
Certified Public Accountant
NY, FL


                                       22

<Page>
<TABLE>
<CAPTION>
<S>                                                                           <C>
                                         Highland Ridge, Inc.
                                            Balance Sheet

                                                                       Sept 30,           Sept 30,
-----------------------------------------------------------------------------------------------------
                                                                         2009               2008
-----------------------------------------------------------------------------------------------------

                              ASSETS

Current assets
Cash                                                                      $4,445            $29,419
Prepaid expenses                                                               0                  0
                                                                    --------------------------------
  Total current assets                                                     4,445             29,419

----------------------------------------------------------------------------------------------------
Total Assets                                                              $4,445            $29,419
----------------------------------------------------------------------------------------------------

             LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
Accounts payable-trade                                                      $650            $12,141
Accrued expenses                                                               0                  0
Due to related parties                                                    21,508             21,508
                                                                    --------------------------------
  Total current liabilities                                               22,158             33,649

Stockholders' Deficiency:
Preferred "B" stock-1,000,000 issued & outstanding in 2008                     0             30,000
Common stock-300,000,000 authorized $001 par value
10,987,131 shares issued & outstanding                                    10,987                987
Additional paid-in capital                                                72,977             28,977
Deficit accumulated since quasi reorganization Aug 31, 2005             (101,677)           (64,194)
                                                                    --------------------------------
Total Stockholders' Deficiency                                           (17,713)            (4,230)

----------------------------------------------------------------------------------------------------
Total Liabilities & Stockholders' Deficiency                              $4,445            $29,419
----------------------------------------------------------------------------------------------------

See Summary of Significant Accounting Policies and Notes to Financial Statements.


                                                 23

<Page>

                                     Highland Ridge, Inc.
                                   Statement of Operations
                                  Years Ended September 30,


                                                           ----------------
                                                                      2009             2008
                                                           ---------------------------------

Revenue                                                                 $0               $0

Costs & Expenses:
  General & administrative                                          37,483           55,158
  Interest                                                               0                0
                                                           ---------------------------------
  Total Costs & Expenses                                            37,483           55,158

Loss from continuing operations before income taxes                (37,483)         (55,158)
Income taxes                                                             0                0

--------------------------------------------------------------------------------------------
Net Loss                                                          ($37,483)        ($55,158)
--------------------------------------------------------------------------------------------

Basic and diluted per share amounts:
Continuing operations                                                  Nil           ($0.07)
--------------------------------------------------------------------------------------------
Basic and diluted net loss                                             Nil           ($0.07)
--------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------
Weighted average shares outstanding (basic & diluted)            9,589,871          826,032
--------------------------------------------------------------------------------------------

See Summary of Significant Accounting Policies and Notes to Financial Statements.


                                             24

<Page>

                                          Highland Ridge, Inc.
                                        Statement of Cash Flows
                                        Year Ended September 30,


                                                                 -------------------------------------
                                                                             2009                2008
                                                                 -------------------------------------

Cash flows from operating activities:
Net Loss                                                                 ($37,483)          ($55,158)
Adjustments required to reconcile net loss
    to cash used in operating activities:
Fair value of services provided by related parties                         24,000             38,000
Expenses paid by related parties                                                0              6,880
Increase (decrease) in accounts payable & accrued expenses                (11,491)             9,697
------------------------------------------------------------------------------------------------------
 Cash used by operating activities:                                       (24,974)              (581)
------------------------------------------------------------------------------------------------------

 Cash flows from financing activities:
Proceeds from issuance of preferred stock                                       0             30,000
------------------------------------------------------------------------------------------------------
 Cash generated by financing activities                                         0             30,000
------------------------------------------------------------------------------------------------------

Change in cash                                                            (24,974)            29,419
Cash-beginning of period                                                   29,419                  0
------------------------------------------------------------------------------------------------------
Cash-end of period                                                         $4,445            $29,419
------------------------------------------------------------------------------------------------------

See Summary of Significant Accounting Policies and Notes to Financial Statements.


                                                   25

<Page>

                                                        Highland Ridge, Inc.
                                               Statement of Stockholders' Deficiency


                                          Preferred Stock                         Common Stock
                                    ----------------------------  ---------------------------------------------
                                                                                                                      Deficit
                                                                                                                    Accumulated
                                                                                                   Additional       since quasi
                                                                                      Common         paid-in       reorganization
                                         Shares          Amount       Shares           Stock         capital        Aug 31, 2005
----------------------------------------------------------------------------------------------------------------------------------
Balance at September 30, 2007                                           107,131           $107          $5,249          ($9,036)
----------------------------------------------------------------------------------------------------------------------------------
Issuance of Preferred "B" shares        1,000,000        30,000
Stock issued as reimbursement of
  reinstatement expenses paid
  by related party                                                      880,000            880           5,728
Fair value of services provided
  by related party                                                                                      18,000
Net Loss                                                                                                                (55,158)
----------------------------------------------------------------------------------------------------------------------------------
Balance at September 30, 2008           1,000,000       $30,000         987,131            987          28,977          (64,194)
----------------------------------------------------------------------------------------------------------------------------------
Conversion of Preferred stock          (1,000,000)      (30,000)     10,000,000         10,000          20,000
Fair value of services provided
  by related party                                                                                      24,000
Net Loss                                                                                                                (37,483)
----------------------------------------------------------------------------------------------------------------------------------
Balance at September 30, 2009                   0            $0      10,987,131        $10,987         $72,977        ($101,677)
----------------------------------------------------------------------------------------------------------------------------------

See Summary of Significant Accounting Policies and Notes to Financial Statements.
</TABLE>


                                                                26

<Page>

                              HIGHLAND RIDGE, INC.
                                 BACKGROUND AND
                         SIGNIFICANT ACCOUNTING POLICIES
                               September 30, 2009

THE COMPANY

ORGANIZATIONAL BACKGROUND: Highland Ridge, Inc., (the "Company", "we", "us" or
"Highland Ridge"), was originally incorporated on July 22, 1988 in the State of
Florida as Sea Green, Inc. We filed an Amendment to our articles of
incorporation on June 3, 1998, changing our name to Americom Networks Corp. On
July 10, 1998, we again changed our name to Americom Networks International,
Inc. During this time we engaged in the business of developing
telecommunications systems to market to high-volume users for use or resale. In
May 1999 we ceased operations and have not engaged in business operations since
that time. On August 1, 2008 we changed our name to Highland Ridge, Inc. and
re-domiciled to Delaware.

11TH JUDICIAL CIRCUIT COURT DADE COUNTY, FLORIDA PROCEEDINGS: On September 14,
2007, in its Court Order, the Circuit Court for the 11th Judicial Circuit in and
for Miami Dade County, Florida granted the application of Century Capital
Partners, LLC to appoint a receiver. The Court Order appointing Receiver
empowered the receiver to evaluate our financial status, to determine whether
there are any options for corporate viability that could benefit our
shareholders, to reinstate our corporation with the Florida Secretary of State,
and to obtain copies of our shareholder records from our transfer agent. Under
the receivership, and with funds supplied by Century Capital Partners, the
Company reinstated its corporate charter; paid all past due franchise taxes and
settled all outstanding debts with the transfer agent. In addition, on October
17, 2007, the receiver, appointed Michael Anthony as our sole Director,
President, Secretary and Treasurer.

On December 6, 2007, following the submittal of detailed reports by the
receiver, the Court discharged the receiver and returned the Company to the
control of its Board of Directors.

BASIS OF PRESENTATION: Effective August 31, 2005, the Company approved and
authorized a plan of quasi reorganization and restatement of accounts to
eliminate the accumulated deficit and related capital accounts on the Company's
balance sheet. The Company concluded its period of reorganization after reaching
a settlement agreement with all of its significant creditors. The Company, as
approved by its Board of Directors, elected to state its August 31, 2005,
balance sheet as a "quasi reorganization", pursuant to ARB 43. These rules
require the revaluation of all assets and liabilities to their current values
through a current charge to earnings and the elimination of any deficit in
retained earnings by charging paid-in capital. From October 1, 2005 forward, the
Company has recorded net income (and net losses) to retained earnings and (and
net losses) to retained earnings and (accumulated deficit).

The accounts of any former subsidiaries were not included and have not been
carried forward.

SIGNIFICANT ACCOUNTING POLICIES

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

CASH AND CASH EQUIVALENTS: For financial statement presentation purposes, the
Company considers those short-term, highly liquid investments with original
maturities of three months or less to be cash or cash equivalents.

PROPERTY AND EQUIPMENT New property and equipment are recorded at cost. Property
and equipment included in the bankruptcy proceedings and transferred to the
Trustee had been valued at liquidation value. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets, generally 5
years. Expenditures for renewals and betterments are capitalized. Expenditures
for minor items, repairs and maintenance are charged to operations as incurred.
Gain or loss upon sale or retirement due to obsolescence is reflected in the
operating results in the period the event takes place.

VALUATION OF LONG-LIVED ASSETS: We review the recoverability of our long-lived
assets including equipment, goodwill and other intangible assets, when events or
changes in circumstances occur that indicate that the carrying value of the
asset may not be recoverable. The assessment of possible impairment is based on
our ability to recover the carrying value of the asset from the expected future
pre-tax cash flows (undiscounted and without interest charges) of the related
operations. If these cash flows are less than the carrying value of such asset,
an impairment loss is recognized for the difference between estimated fair value
and carrying value. Our primary measure of fair value is based on discounted
cash flows. The measurement of impairment requires management to make estimates
of these cash flows related to long-lived assets, as well as other fair value
determinations.

                                       27

<Page>

STOCK BASED COMPENSATION: Stock-based awards to non-employees are accounted for
using the fair value method in accordance with SFAS No. 123R, ACCOUNTING FOR
STOCK-BASED COMPENSATION, and EITF Issue No. 96-18, ACCOUNTING FOR EQUITY
INSTRUMENTS THAT ARE ISSUED TO OTHER THAN EMPLOYEES FOR ACQUIRING, OR IN
CONJUNCTION WITH SELLING GOODS OR SERVICES.

On January 1, 2006, we adopted the provisions of Statement of Financial
Accounting Standards ("SFAS") 123R, "Share-Based Payment" ("SFAS 123(R)"), which
requires that companies measure and recognize compensation expense at an amount
equal to the fair value of share-based payments granted under compensation
arrangements. Prior to January 1, 2006, we accounted for our stock-based
compensation plans under the recognition and measurement principles of
Accounting Principles Board ("APB") Opinion 25, "Accounting for Stock Issued to
Employees," and related interpretations, and would typically recognize no
compensation expense for stock option grants if options granted had an exercise
price equal to the market value of the underlying common stock on the date of
grant.

We adopted SFAS 123(R) using the "modified prospective" method, which results in
no restatement of prior period amounts. Under this method, the provisions of
SFAS 123(R) apply to all awards granted or modified after the date of adoption.
In addition, compensation expense must be recognized for any unvested stock
option awards outstanding as of the date of adoption on a straight-line basis
over the remaining vesting period. We calculate the fair value of options using
a Black-Scholes option pricing model. We do not currently have any outstanding
options subject to future vesting therefore no charge is required for the years
ended September 30, 2009 or 2008. SFAS 123(R) also requires the benefits of tax
deductions in excess of recognized compensation expense to be reported in the
Statement of Cash Flows as a financing cash inflow rather than an operating cash
inflow. In addition, SFAS 123(R) required a modification to the Company's
calculation of the dilutive effect of stock option awards on earnings per share.
For companies that adopt SFAS 123(R) using the "modified prospective" method,
disclosure of pro forma information for periods prior to adoption must continue
to be made.

ACCOUNTING FOR OBLIGATIONS AND INSTRUMENTS POTENTIALLY TO BE SETTLED IN THE
COMPANY'S OWN STOCK: We account for obligations and instruments potentially to
be settled in the Company's stock in accordance with EITF Issue No. 00-19,
ACCOUNTING FOR DERIVATIVE FINANCIAL INSTRUMENTS INDEXED TO, AND POTENTIALLY
SETTLED IN A COMPANY'S OWN STOCK. This issue addresses the initial balance sheet
classification and measurement of contracts that are indexed to, and potentially
settled in, the Company's own stock.

FAIR VALUE ACCOUNTING: On October 1, 2008, we adopted Statement of Financial
Accounting Standards No. 157, FAIR VALUE Measurements ("SFAS 157") (as amended
by FSP No. 157-2), which defines fair value, establishes guidelines for
measuring fair value and expands disclosures regarding fair value measurements.
SFAS 157 does not require any new fair value measurements, and has been
partially deferred for non-financial assets and non-financial liabilities,
except those that are recognized or disclosed at fair value in the financial
statements on a recurring basis (at least annually), until our fiscal year
beginning October 1, 2009, and interim periods within those fiscal years. The
partial adoption of SFAS 157 for financial assets and liabilities did not have a
material impact on our consolidated financial position, results of operations or
cash flows.

In addition, on October 1, 2008, we adopted Statement of Financial Accounting
Standards No. 159, THE FAIR VALUE OPTION FOR FINANCIAL ASSETS AND FINANCIAL
LIABILITIES ("SFAS 159"). Under SFAS 159, companies may elect to measure certain
financial instruments and certain other items at fair value. The standard
requires that unrealized gains and losses on items for which the fair value
option has been elected be reported in earnings. We did not elect to use the
fair value option. Therefore, the adoption of SFAS 159 did not impact our
consolidated financial position, results of operations or cash flows.

FAIR VALUE OF FINANCIAL INSTRUMENTS: Statements of Financial Accounting
Standards No. 107, "Disclosures about Fair Value of Financial Instruments,"
requires disclosure of fair value information about financial instruments. Fair
value estimates discussed herein are based upon certain market assumptions and
pertinent information available to management as of September 30, 2009. The
respective carrying value of certain on-balance sheet financial instruments
approximated their fair values.

These financial instruments include cash and cash equivalents, accounts payable
and accrued expenses. Fair values were assumed to approximate carrying values
for these financial instruments since they are short-term in nature and their
carrying amounts approximate fair values or they are receivable or payable on
demand.

                                       28

<Page>

EARNINGS PER COMMON SHARE: Basic net loss per share is computed using the
weighted average number of common shares outstanding during the period. Diluted
net loss per common share is computed using the weighted average number of
common and dilutive equivalent shares outstanding during the period. Dilutive
common equivalent shares consist of options to purchase common stock (only if
those options are exercisable and at prices below the average share price for
the period) and shares issueable upon the conversion of our Preferred Stock. Due
to the net losses reported, dilutive common equivalent shares were excluded from
the computation of diluted loss per share, as inclusion would be anti-dilutive
for the periods presented. Except as otherwise noted, all share, option and
warrant numbers have been restated to give retroactive effect to our reverse
split. All per share disclosures retroactively reflect shares outstanding or
issuable as though the reverse split had occurred October 1, 2006.

There were no common equivalent shares required to be added to the basic
weighted average shares outstanding to arrive at diluted weighted average shares
outstanding in 2009 or 2008.

INCOME TAXES: We must make certain estimates and judgments in determining income
tax expense for financial statement purposes. These estimates and judgments
occur in the calculation of certain tax assets and liabilities, which arise from
differences in the timing of recognition of revenue and expense for tax and
financial statement purposes.

Deferred income taxes are recorded in accordance with SFAS No. 109, "ACCOUNTING
FOR INCOME TAXES," or SFAS 109. Under SFAS No. 109, deferred tax assets and
liabilities are determined based on the differences between financial reporting
and the tax basis of assets and liabilities using the tax rates and laws in
effect when the differences are expected to reverse. SFAS 109 provides for the
recognition of deferred tax assets if realization of such assets is more likely
than not to occur. Realization of our net deferred tax assets is dependent upon
our generating sufficient taxable income in future years in appropriate tax
jurisdictions to realize benefit from the reversal of temporary differences and
from net operating loss, or NOL, carryforwards. We have determined it more
likely than not that these timing differences will not materialize and have
provided a valuation allowance against substantially all of our net deferred tax
asset. Management will continue to evaluate the realizability of the deferred
tax asset and its related valuation allowance. If our assessment of the deferred
tax assets or the corresponding valuation allowance were to change, we would
record the related adjustment to income during the period in which we make the
determination. Our tax rate may also vary based on our results and the mix of
income or loss in domestic and foreign tax jurisdictions in which we operate.

In addition, the calculation of our tax liabilities involves dealing with
uncertainties in the application of complex tax regulations. We recognize
liabilities for anticipated tax audit issues in the U.S. and other tax
jurisdictions based on our estimate of whether, and to the extent to which,
additional taxes will be due. If we ultimately determine that payment of these
amounts is unnecessary, we will reverse the liability and recognize a tax
benefit during the period in which we determine that the liability is no longer
necessary. We will record an additional charge in our provision for taxes in the
period in which we determine that the recorded tax liability is less than we
expect the ultimate assessment to be.

The Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes," ("SFAS 109") which
requires recognition of estimated income taxes payable or refundable on income
tax returns for the current year and for the estimated future tax effect
attributable to temporary differences and carry-forwards. Measurement of
deferred income tax is based on enacted tax laws including tax rates, with the
measurement of deferred income tax assets being reduced by available tax
benefits not expected to be realized.

                                       29

<Page>

UNCERTAIN TAX POSITIONS

The Financial Accounting Standards Board issued Interpretation No. 48,
"Accounting for Uncertainty in Income Taxes - an interpretation of FASB
Statement No. 109, Accounting for Income Taxes" ("FIN No. 48") which was
effective for the Company on July 1, 2007. FIN No. 48 addresses the
determination of whether tax benefits claimed or expected to be claimed on a tax
return should be recorded in the financial statements. Under FIN No. 48, the
Company may recognize the tax benefit from an uncertain tax position only if it
is more likely than not that the tax position will be sustained on examination
by the taxing authorities based on the technical merits of the position. The tax
benefits recognized in the financial statements from such position should be
measured based on the largest benefit that has a greater than fifty percent
likelihood of being realized upon ultimate settlement. FIN No. 48 also provides
guidance on derecognition, classification, interest and penalties, accounting in
interim periods and disclosure requirements

RECENT ACCOUNTING PRONOUNCEMENTS

In May 2008, the FASB issued SFAS No. 162, "THE HIERARCHY OF GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES." SFAS 162 identifies the sources of accounting principles
and the framework for selecting the principles used in the preparation of
financial statements of nongovernmental entities that are presented in
conformity with generally accepted accounting principles (GAAP) in the United
States. SFAS 162 is effective 60 days following the SEC's approval of the Public
Company Accounting Oversight Board amendments to AU Section 411, THE MEANING OF
PRESENT FAIRLY IN CONFORMITY WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES. Our
Company is currently evaluating the impact of SFAS 162 on its financial
statements but does not expect it to have a material effect.

      In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards
CodificationTM and the Hierarchy of Generally Accepted Accounting Principles
("SFAS 168"). SFAS 168 establishes the FASB Accounting Standards CodificationTM
(the "Codification") as the single source of authoritative U.S. GAAP recognized
by the FASB to be applied by nongovernmental entities. Rules and interpretive
releases of the SEC under authority of federal securities laws are also sources
of authoritative U.S. GAAP for SEC registrants. When effective, the Codification
will supersede all existing non-SEC accounting and reporting standards. All
other non-grandfathered non-SEC accounting literature not included in the
Codification will become non-authoritative. Following SFAS 168, the FASB will
not issue new standards in the form of Statements, FASB Staff Positions, or
Emerging Issues Task Force Abstracts. Instead, the FASB will issue Accounting
Standards Updates, which will serve only to: (a) update the Codification; (b)
provide background information about the guidance; and (c) provide the bases for
conclusions on the change(s) in the Codification. SFAS 168 and the Codification
are effective for financial statements issued for interim and annual periods
ending after September 15, 2009. The Company has evaluated this new statement
and has determined that it will not have a significant impact on the
determination or reporting of its financial results.

      In May 2009, the FASB issued SFAS No. 165, SUBSEQUENT EVENTS ("SFAS 165").
SFAS 165 establishes guidance related to accounting for and disclosure of events
that happen after the date of the balance sheet but before the release of the
financial statements. SFAS 165 is effective for reporting periods ending after
June 15, 2009. The Company adopted SFAS 165 on June 30, 2009. SFAS 165 affects
disclosures only.

Management does not anticipate that the adoption of these standards will have a
material impact on the financial statements.


                                       30

<Page>

                              HIGHLAND RIDGE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2009


1. RECENT COURT PROCEEDINGS:
On September 14, 2007, in its Court Order, the Circuit Court for the 11th
Judicial Circuit in and for Miami Dade County, Florida granted the application
of Century Capital Partners, LLC to appoint a receiver. On December 6, 2007,
following the submittal of detailed reports by the receiver the Court discharged
the receiver and returned the Company to the control of its Board of Directors.

On January 30, 2008 after proper notice to all shareholders, the Company held an
annual meeting for the purposes of the election of directors. At the meeting,
Michael Anthony was elected the sole Director. Immediately following the
shareholder meeting, Michael Anthony was appointed President, Secretary and
Treasurer.

RESULTANT CHANGE IN CONTROL: In connection with the Order and subsequent
shareholder meeting, Michael Anthony became our sole director and President on
January 30, 2008. As sole officer and director, Michael Anthony entered into an
agreement with Corporate Services International Profit Sharing Plan (CSIPSP)
whereby CSIPSP agreed to make an investment of paid in capital of $30,000 to be
used to pay for costs and expenses necessary to bring the Company back into
compliance with state and federal securities laws and bring current all
Securities and Exchange disclosure obligations. In exchange for the $30,000
CSIPSP was issued 1,000,000 shares of preferred stock on August 12, 2008.

Mr. Anthony is the managing member of Century Capital partners and has sole
voting and dispositive control. Corporate Services International Profit Sharing
Plan is a private profit sharing plan for which our director, Michael Anthony,
is the sole beneficiary.

2. INCOME TAXES:

We have adopted SFAS 109 which provides for the recognition of a deferred tax
asset based upon the value the loss carry-forwards will have to reduce future
income taxes and management's estimate of the probability of the realization of
these tax benefits. Our net operating loss carryovers incurred prior to 2005
considered available to reduce future income taxes were reduced or eliminated
through our recent change of control (I.R.C. Section 382(a)) and the continuity
of business limitation of I.R.C. Section 382(c).

We have a current operating loss carry-forward of $ 60,000 resulting in deferred
tax assets of $20,000. We have determined it more likely than not that these
timing differences will not materialize and have provided a valuation allowance
against substantially all our net deferred tax asset.

Future utilization of currently generated federal and state NOL and tax credit
carry forwards may be subject to a substantial annual limitation due to the
ownership change limitations provided by the Internal Revenue Code of 1986, as
amended and similar state provisions. The annual limitation may result in the
expiration of NOL and tax credit carry forwards before full utilization.

The Company is not under examination by any jurisdiction for any tax year. At
September 30, 2009 and 2008, the Company had no material unrecognized tax
benefits and no adjustments to liabilities or operations were required under FIN
48.

3. COMMITMENTS:

The Company is not a party to any leases and does not have any commitments

                                       31

<Page>

4. STOCKHOLDERS' EQUITY:

      REVERSE STOCK SPLIT
On July 28, 2008 we declared a reverse split of our common stock. The formula
provided that every fifty (50) issued and outstanding shares of common stock of
the Corporation be automatically split into 1 share of common stock. Any
resulting share ownership interest of fractional shares was rounded up to the
first whole integer in such a manner that all rounding was done to the next
single share and each and every shareholder would own at least 1 share. The
reverse stock split was effective August 15, 2008 for holders of record at
August 15, 2008. Except as otherwise noted, all share, option and warrant
numbers have been restated to give retroactive effect to this reverse split. All
per share disclosures retroactively reflect shares outstanding or issuable as
though the reverse split had occurred October 1, 2006.

      COMMON STOCK
We are currently authorized to issue up to 300,000,000 shares of $ 0.001 par
value common stock. All issued shares of common stock are entitled to vote on a
1 share/1 vote basis. Subsequent to September 30, 2007, in exchange for
approximately $6,600 capital investment by Century Capital Partners, on December
6, 2007, we issued forty four million (44,000,000) shares of restricted $.001
par value common stock (880,000 shares post reverse). Mr. Anthony is the
managing member of CCP and has sole voting and dispositive control. On November
20, 2008, Corporate Services International Profit Sharing Plan converted the
Series B Preferred Stock into 10,000,000 shares of common stock.

      PREFERRED STOCK
We are currently authorized to issue up to 10,000,000 shares of $ 0.001
preferred stock. On August 26, 2008 the board of directors approved (with the
exception of 1,000,000 preferred shares issued to CSIPS described below) the
cancellation of all previously issued preferred shares and approved the
cancellation and extinguishment of all common and preferred share conversion
rights of any kind, including without limitation, warrants, options, convertible
debt instruments and convertible preferred stock of every series and
accompanying conversion rights of any kind.

On August 1, 2008 we designated 1,000,000 shares of Series "B" preferred stock.
The Series B allows voting rights in a ratio of 10:1 over the common. Each share
of the Series B is convertible in to 10 shares of common at the discretion of
the holder. On August 12, 2008 Corporate Services International Profit Sharing
Plan agreed to contribute a total of $30,000 as paid in capital in exchange for
1,000,000 shares of the Series B preferred stock. Corporate Services
International Profit Sharing Plan is a private profit sharing plan for which our
director, Michael Anthony, is the sole beneficiary. The company is to use these
funds to pay the costs and expenses necessary to revive business operations.
Such expenses include fees to reinstate the corporate charter; payment of all
past due franchise taxes; settling all past due accounts with the transfer
agent; accounting and legal fees; costs associated with bringing current its
filings with the Securities and Exchange Commission, etc. In August, 2008 the
full subscription of $30,000 was received. On November 20, 2008, Corporate
Services International Profit Sharing Plan converted the Series B Preferred
Stock into 10,000,000 shares of common stock.

      FAIR VALUE OF SERVICES:
The sole office and director provided, without cost to the Company, his
services, valued at $1,800 per month. The same individual also provided, without
cost to the Company, office space valued at $200 per month. The total of these
expenses was $24,000 and $18,000 for 2009 and 2008, respectively, and was
reflected in the statement of operations as general and administrative expenses
with a corresponding contribution of paid-in capital.

There are no employee or non-employee options grants.

5. RELATED PARTY TRANSACTIONS NOT DISCLOSED ELSEWHERE:

DUE RELATED PARTIES: Amounts due related parties consist of corporate
reinstatement expenses paid by affiliates prior to establishing a bank account.
Such items totaled $21,508 at September 30, 2009 and 2008 respectively. Legal
services provided to the company by Laura Anthony through Legal & Compliance,
LLC (Michael Anthony's spouse) were valued at $30,000 of which $20,000 was
unpaid at September 30, 2009.

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<Page>

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

In its two most recent fiscal years or any later interim period, the Company has
had no disagreements with its independent accountants.

ITEM 9A(T).  CONTROLS AND PROCEDURES

      It is the responsibility of the chief executive officer and chief
financial officer of Highland Ridge, Inc. to establish and maintain a system for
internal controls over financial reporting such that Highland Ridge, Inc.
properly reports and files all matters required to be disclosed by the
Securities Exchange Act of 1934 (the "Exchange Act"). Michael Anthony is the
Company's chief executive officer and chief financial officer. The Company's
system is designed so that information is retained by the Company and relayed to
counsel as and when it becomes available. As the Company is a shell company with
no or nominal business operations, Mr. Anthony immediately becomes aware of
matters that would require disclosure under the Exchange Act. After conducting
an evaluation of the effectiveness of the design and operation of the Company's
disclosure controls and procedures as of September 30, 2009, he has concluded
that the Company's disclosure controls and procedures were effective to ensure
that information required to be disclosed by it in its reports filed or
submitted under the Exchange Act is recorded, processed summarized and reported
within the time periods specified in the rules and forms of the Securities and
Exchange Commission (the "SEC").

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

      There were no significant changes in the Company's internal controls or in
other factors that could significantly affect these controls subsequent to that
evaluation, and there were no significant deficiencies or material weaknesses in
such controls requiring corrective actions.

EVALUATION OF AND REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

      The management of the Registrant is responsible for establishing and
maintaining adequate internal control over financial reporting. Internal control
over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated
under the Securities Exchange Act of 1934 as a process designed by, or under the
supervision of, the company's principal executive and principal financial
officers and effected by the company's board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America and includes those policies and procedures that:

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

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

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

                                       33

<Page>

      Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate. All internal control
systems, no matter how well designed, have inherent limitations. Therefore, even
those systems determined to be effective can provide only reasonable assurance
with respect to financial statement preparation and presentation. Because of the
inherent limitations of internal control, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. However, these inherent limitations are known
features of the financial reporting process. Therefore, it is possible to design
into the process safeguards to reduce, though not eliminate, this risk.

      Management assessed the effectiveness of the Company's internal control
over financial reporting as of September 30, 2009. In making this assessment,
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission in Internal Control-Integrated
Framework.

      Based on its assessment, management concluded that, as of September 30,
2009, the Company's internal control over financial reporting is effective based
on those criteria.

      This quarterly report does not include an attestation report of the
Company's registered accounting firm regarding internal control over financial
reporting. Management's report is not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management's
report in this annual report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

      There was no change in our internal controls over financial reporting
identified in connection with the requisite evaluation that occurred during our
last fiscal year that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.

ITEM 9B.  OTHER INFORMATION

      None.

                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth the name, age and position held with respect to
our present directors and executive officers:

NAME              AGE      POSITION                       EXECUTIVE OFFICER
                                                          AND DIRECTOR SINCE

Michael Anthony   43       Chief Executive Officer,
                           President, Secretary,
                           Treasurer, Director            October 13, 2007

      Our directors are elected to serve until the next annual meeting of
shareholders and until their respective successors will have been elected and
will have qualified. Officers are not elected for a fixed term of office but
hold office until their successors have been elected. Mr. Anthony is not a party
to any arrangement or understanding pursuant to which he was or is to be elected
as a director.

      Mr. Anthony, age 43, has been an officer and director of the Company since
October 13, 2007. Mr. Anthony is the sole officer and director of Corporate
Services International, Inc. a personal use business consulting company. Mr.
Anthony is the sole member of Century Capital Partners, LLC, a personal use
business consulting company.

      In addition, since November 2004, Mr. Anthony has been President and CEO
of Union Equity, Inc. and its wholly owned subsidiary Home Sales 24/7, Inc.
Union Equity, Inc. is an Internet based real estate marketing firm.

                                       34

<Page>

      On or about July 15, 2005 Mr. Anthony became an officer and director of
Ubrandit.com, Inc. a reporting blank check company and resigned his position on
October 31, 2006. On or about July 30, 2006 Mr. Anthony became an officer and
director of Standard Commerce, Inc. a reporting blank check company and resigned
his position on August 24, 2007. On or about March 15, 2007, Mr. Anthony became
an officer and director Apogee Robotics, Inc. a reporting blank check company
and resigned his position on March 31, 2008. On or about May 25, 2007, Mr.
Anthony became an officer and director or Aim Smart Corporation, a reporting
blank check company and resigned his position on April 24, 2008. On or about
July 2, 2007, Mr. Anthony became an officer and director of Diversified
Opportunities, Inc., a reporting blank check company and resigned his position
on May 30, 2008. On or about April 12, 2007, Mr. Anthony became an officer and
director of Econometrics, Inc., a reporting blank check company and resigned his
position on January 10, 2009. On or about September 5, 2007, Mr. Anthony became
an officer and of Dover Glen, Inc., a reporting blank check company and resigned
his position on December 16, 2008.

      In addition, Mr. Anthony is currently an officer and director of Ravenwood
Bourne, Ltd., a reporting blank check company.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the registrant's officers and directors, and persons who own more than 10% of a
registered class of the registrant's equity securities, to file reports of
ownership and changes in ownership of equity securities of the Registrant with
the Securities and Exchange Commission. Officers, directors and greater-than 10%
shareholders are required by the Securities and Exchange Commission regulation
to furnish the registrant with copies of all Section 16(a) forms that they file.
Based solely on a review of Forms 3 and 4 and amendments thereto filed with the
Commission during the fiscal year end September 30, 2009, all Section 16(a)
forms were filed.

CODE OF ETHICS

      Highland Ridge has not adopted a code of ethics. Highland Ridge is a shell
company with one officer and director and no employees. The primary functions of
a code of ethics include internal reporting and adherence to the code,
compliance with government rules and regulations including the reporting
requirements under the Exchange Act and the honest and ethical handling of
actual or apparent conflicts of interest. As a shell company, with one officer
and director, the functions of the code of ethics are properly met without the
need of a formal document.

ITEM 11. EXECUTIVE COMPENSATION

      No executive compensation was paid during the fiscal period ended
September 30, 2008 or 2009 by Highland Ridge. Highland Ridge has no employment
agreement with any of its officers and directors. Highland Ridge has no
employees and no compensation committee.

      The following tables show, as to the named executive officers, certain
information concerning stock options:

                                       35

<Page>
<TABLE>
<CAPTION>
<S>                                                                           <C>
OPTION GRANTS DURING 2009

                         PERCENT OF
          NUMBER OF      TOTAL OPTIONS
          SECURITIES     GRANTED TO          EXERCISE OR
          UNDERLYING     EMPLOYEES IN        BASE PRICE     EXPIRATION
NAME      OPTIONS        FISCAL YEAR         ($/SH)         DATE
----      -------        -----------         ------         ----


NONE


AGGREGATED OPTIONS EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES

                                      NUMBER OF SECURITIES
         ACQUIRED        VALUE        UNDERLYING UNEXERCISED        VALUE OF UNEXERCISED IN
NAME     ON EXERICSE     REALIZED     OPTIONS AT FY-END (#)         THE MONEY OPTIONS
----     -----------     --------     ---------------------         ------------
                                      EXERCISABLE  UNEXERCISABLE    EXERCISABLE  UNEXERCISABLE
                                      -----------  -------------    -----------  -------------

NONE
</TABLE>

COMPENSATION OF DIRECTORS

      Highland Ridge's directors are not compensated for their services as
directors of the Company.

EMPLOYMENT CONTRACTS

      We do not have an employment contract with any executive officers. Any
obligation to provide any compensation to any executive officer in the event of
his resignation, retirement or termination, or a change in control of the
Company, or a change in any named Executive Officers' responsibilities following
a change in control would be negotiated at the time of the event.

      We may in the future create retirement, pension, profit sharing and
medical reimbursement plans covering our Executive Officers and Directors.

      The company has made no Long Term Compensation payouts (LTIP or other)

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

      Highland Ridge does not have an equity compensation plan.

      The following table sets forth, as of December 8, 2009 the number and
percentage of outstanding shares of common and preferred stock which, according
to the information supplied to the Company, were beneficially owned by (i) each
current director of the Company, (ii) each current executive officer of the
Company, (iii) all current directors and executive officers of the Company as a
group, and (iv) each person who, to the knowledge of the Company, is the
beneficial owner of more than 5% of the Company's outstanding capital stock.
Except as otherwise indicated, the persons named in the table below have sole
voting and dispositive power with respect to all shares beneficially owned,
subject to community property laws (where applicable).

Owner                  Common Shares   Percentage(1)
----------------------------------------------------
Michael Anthony(2)       10,880,000         99%
-----------------------------------------------------
Officers and directors   10,880,000         99%
as a group (1 persons)

                                       36

<Page>

5% Shareholders

None

------------------------

(1) Based on 10,987,131 shares of common stock outstanding as of December 8,
2009.

(2) 880,000 held by Century Capital Partners, LLC, an entity for which Michael
Anthony is the sole managing member. 10,000,000 held by Corporate Services
International Profit Sharing, an entity for which Michael Anthony has the sole
beneficial interest.

      There are no arrangements which may result in a change in control of
Highland Ridge.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      During the last three years, to the knowledge of the Company, there was no
person who had or has a direct or indirect material interest in any transaction
or proposed transaction to which the Company was or is a party. Transactions in
this context relate to any transaction which exceeds $120,000 or one percent of
the average of the Company's total assets at year end for the last three
completed fiscal years.

      Laura Anthony, Esquire is corporate and securities counsel to the Company.
Laura Anthony is Michael Anthony's wife. Ms. Anthony's total legal fees for the
year ending September 30, 2008 totaled $20,000 and for the year ending September
30, 2009 were $10,000.

      Highland Ridge does not have any outside directors.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

AUDIT FEES

      The Company was billed a total of $4,450 for the fiscal years ended
September 30, 2008 and 2009 inclusive for professional services rendered by the
principal accountant for the audit of the Company's annual financial statements,
the review of our quarterly financial statements, and other services performed
in connection with our statutory and regulatory filings. These services also
included updating the audits for our annual report.

AUDIT RELATED FEES

      There were $0 in audit related fees for the fiscal years ended September
30, 2008 and 2009. Audit related fees include fees for assurance and related
services rendered by the principal accountant related to the audit or review of
our financial statements, not included in the foregoing paragraph.

TAX FEES

      There were no tax fees for the fiscal year ended September 30, 2009. Tax
fees include fees for professional services rendered by the principal accountant
for tax compliance, tax advice and tax planning.

ALL OTHER FEES

      There were no other professional services rendered by our principal
accountant during the last two fiscal years that were not included in the above
paragraphs.

      The Company's Board of Directors reviews and approves audit and
permissible non-audit services performed by its independent accountants, as well
as the fees charged for such services. In its review of non-audit service fees
and its appointment of Michael F. Cronin, CPA as the Company's independent
accountants, the Board of Directors considered whether the provision of such
services is compatible with maintaining independence.

                                       37

<Page>

                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

The Company's financial statements for the fiscal years ended September 30, 2009
and 2008 are attached hereto as F-1 through F-

EXHIBITS

NUMBER                 DESCRIPTION
------                 -----------

3.1.1       Original Articles of Incorporation dated July 22, 1988*

3.1.2       Articles of Amendment dated May 5, 1998*

3.1.3       Articles of Amendment dated June 3, 1998*

3.1.4       Articles of Amendment dated July 10, 1998*

3.1.5       Articles of Incorporation - Delaware - dated January 31, 2008*

3.1.6       Certificate of Amendment to Articles of Incorporation dated
            August 1, 2008*

2.1.1       Agreement of Merger dated February 6, 2008*

2.1.2       Certificate of Merger - Delaware - dated February 6, 2008*

2.1.3       Article of Merger - Florida - dated February 15, 2008*

3.2         Amended and Restated By-Laws*

31.1        Certification of the Chief Executive Officer and Chief Financial
            Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1        Certification of the Chief Executive Officer and Chief Financial
            Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002


      *     Previously filed with the Company Form 10 filed on September 22,
            2008

REPORTS ON 8-K

      None


                                       38

<Page>

                                   SIGNATURES

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


Date: December 8, 2009                            HIGHLAND RIDGE


                                              By: /s/ Michael Anthony
                                                  ------------------------------
                                                  Name: Michael Anthony
                                                  Title: Chief Executive Officer




                                       39