UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





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


FORM 10-Q


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


(Mark One)





x  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For The Quarterly Period Ended March 31, 2011





o  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For The Transition Period from __________ To _________





Commission file number:  000-27831





MILWAUKEE IRON ARENA FOOTBALL, INC.


(Exact name of registrant as specified in its charter)




Nevada

                    

                    91-1947658(State or other jurisdiction of incorporation or organization)

                    

                    (IRS Employer Identification No.)




11415 NW 123 Lane, Reddick, Florida

                    

                    32686(Address of principal executive offices)

                    

                    (zip code)


(718) 554-3652


(Registrant’s telephone number, including area code)





(Former Name, former address and former fiscal year, if changed since last report)





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




Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes
            o No o




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




Large accelerated filer

                    o

                    Accelerated filer

                    oNon-accelerated filer

                    o

                    Smaller reporting company

                    x(Do not check if a smaller reporting company)




Indicate by check mark whether the issuer is a shell company (as defined in rule 12b-2 of the Exchange Act) Yes x  No o




APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS DURING THE PRECEDING FIVE YEARS





Check whether the registrant filed all documents and reports required by Section 12, 13, or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court  Yes o  No  o




APPLICABLE ONLY TO CORPORATE ISSUERS:





Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.




As of May 23, 2011, there were 155,892 shares of the Registrant's Common Stock outstanding.
















MILWAUKEE IRON ARENA FOOTBALL, INC.


For The Quarterly Period Ended March 31, 2011





TABLE OF CONTENTS




PART I - FINANCIAL INFORMATION

                    

                    

                    3Item 1.

                    Financial Statements

                    

                    

                    3Item 2.

                    Management's Discussion and Analysis of Financial Condition and Results of Operations

                    

                    

                    11Item 3.

                    Quantitative and Qualitative Disclosures about Market Risk

                    

                    

                    16Item 4.

                    Controls and Procedures

                    

                    

                    16PART II - OTHER INFORMATIONItem 1.

                    Legal Proceedings

                    

                    

                    17Item 1A.

                    Risk Factors

                    

                    

                    17Item 2.

                    Unregistered Sales Of Equity Securities And Use Of Proceeds.

                    

                    

                    17Item 4.

                    (Removed and Reserved).

                    

                    

                    17Item 5.

                    Other Information

                    

                    

                    17Item 6.

                    Exhibits

                    

                    

                    18SIGNATURES

                    

                    

                    19




THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE   RISKS AND UNCERTAINTIES. SUCH STATEMENTS ARE BASED ON CURRENT EXPECTATIONS, ASSUMPTIONS, ESTIMATES AND PROJECTIONS ABOUT THE COMPANY AND ITS INDUSTRY. FORWARD-LOOKING STATEMENTS ARE SUBJECT TO KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT
            MAY CAUSE ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE, ACHIEVEMENTS AND PROSPECTS TO BE MATERIALLY DIFFERENT FROM THOSE  EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS FOR ANY REASON EVEN IF NEW INFORMATION BECOMES AVAILABLE OR OTHER EVENTS OCCUR IN THE FUTURE.




2





PART I - FINANCIAL INFORMATION





ITEM 1.   FINANCIAL STATEMENTS


MILWAUKEE IRON ARENA FOOTBALL, INC. CONSOLIDATED BALANCE SHEETS
 ASSETSMarch 31, 2011

                            

                            

                            September 30, 2010(Unaudited)CURRENT ASSETSCash

                            

                            $

                            371

                            

                            

                            $

                            347Current assets of discontinued operations

                            

                            

                            -

                            

                            

                            

                            62,282TOTAL CURRENT ASSETS

                            

                            

                            371

                            

                            

                            

                            62,629OTHER ASSETSOther assets of discontinued operations

                            

                            

                            -

                            

                            

                            

                            415,172TOTAL ASSETS

                            

                            $

                            371

                            

                            

                            $

                            477,801LIABILITIES AND STOCKHOLDERS' DEFICITCURRENT LIABILITIESAccounts payable and accrued expenses

                            

                            $

                            -

                            

                            

                            $

                            15,900Officer Loan

                            

                            

                            53,500

                            

                            

                            

                            15,000Current liabilities of discontinued operations

                            

                            

                            -

                            

                            

                            

                            2,049,985TOTAL CURRENT LIABILITIES

                            

                            

                            53,500

                            

                            

                            

                            2,080,885LONG- TERM LIABILITIESLong term liabilities of discontinued operations

                            

                            

                            -

                            

                            

                            

                            70,000TOTAL LIABILITIES

                            

                            

                            53,500

                            

                            

                            

                            2,150,885STOCKHOLDERS' DEFICITPreferred stock A, $0.001 par value; 5,000,000 shares authorized issued and outstanding

                            

                            

                            5,000

                            

                            

                            

                            5,000Preferred stock B, $0.001 par value; 5,000,000 shares authorized issued and outstanding

                            

                            

                            5,000

                            

                            

                            

                            5,000Common stock, $0.001 par value; 500,000,000 shares authorized;155,892 and 635,901 shares issued and outstanding

                            

                            

                            156

                            

                            

                            

                            636Additional paid-in capital

                            

                            

                            4,511,312

                            

                            

                            

                            2,561,056Accumulated deficit

                            

                            

                            (4,574,597

                            )

                            

                            

                            (4,244,776

                            )TOTAL STOCKHOLDERS' DEFICIT

                            

                            

                            (53,129

                            )

                            

                            

                            (1,673,084

                            )TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

                            

                            $

                            371

                            

                            

                            $

                            477,801
  3
 MILWAUKEE IRON ARENA FOOTBALL, INC.
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (UNAUDITED)
 Three Months Ended March 31,

                                

                                

                                Six Months Ended March 31,2011

                                

                                

                                2010

                                

                                

                                2011

                                

                                

                                2010General and administrative expenses

                                

                                $

                                -

                                

                                

                                $

                                133,036

                                

                                

                                $

                                22,576

                                

                                

                                $

                                136,072Total operating expenses

                                

                                

                                -

                                

                                

                                

                                133,036

                                

                                

                                

                                22,576

                                

                                

                                

                                136,072LOSS FROM CONTINUING OPERATIONS

                                

                                

                                -

                                

                                

                                

                                (133,036

                                )

                                

                                

                                (22,576

                                )

                                

                                

                                (136,072

                                )DISCONTINUED OPERATIONS (NET OF TAXES)Loss from operations (net of tax of $0)

                                

                                

                                -

                                

                                

                                

                                (418,016

                                )

                                

                                

                                -

                                

                                

                                

                                (575,827

                                )NET LOSS

                                

                                $

                                -

                                

                                

                                $

                                (551,052

                                )

                                

                                $

                                (22,576

                                )

                                

                                $

                                (711,899

                                )NET LOSS PER BASIC AND DILUTED SHARESContinuing operations

                                

                                $

                                -

                                

                                

                                $

                                (0.22

                                )

                                

                                $

                                (0.08

                                )

                                

                                $

                                (0.23

                                )Discontinued operations

                                

                                $

                                -

                                

                                

                                $

                                (0.70

                                )

                                

                                $

                                -

                                

                                

                                $

                                (0.98

                                )Total

                                

                                $

                                -

                                

                                

                                $

                                (0.92

                                )

                                

                                $

                                (0.08

                                )

                                

                                $

                                (1.21

                                )WEIGHTED AVERAGE OF COMMON SHARES OUTSTANDINGBASIC AND DILUTED

                                

                                

                                155,892

                                

                                

                                

                                596,940

                                

                                

                                

                                296,447

                                

                                

                                

                                589,015
  4
  MILWAUKEE IRON ARENA FOOTBALL, INC.
 CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 Six Months Ended March 31,2011

                            

                            

                            2010CASH FLOWS FROM OPERATING ACTIVITIESNet loss from continuing operations

                            

                            $

                            (22,576

                            )

                            

                            $

                            (136,072

                            )Adjustments to reconcile net loss to net cashprovided by (used in) operating activities:Issuance stock for services

                            

                            

                            -

                            

                            

                            

                            115,000Changes in assets and liabilities:Decrease in accounts payable and accrued expenses

                            

                            

                            (15,900

                            )

                            

                            

                            6,000Net cash used in continuing activities

                            

                            

                            (38,476

                            )

                            

                            

                            (15,072

                            )Net cash used in discontinued operations

                            

                            

                            -

                            

                            

                            

                            (388,888

                            )Net cash used in operating activities

                            

                            

                            (38,476

                            )

                            

                            

                            (403,960

                            )CASH FLOWS FROM INVESTING ACTIVITIESNet cash used in investing activities - discontinued

                            

                            

                            -

                            

                            

                            

                            (40,612

                            )Net cash used in investing activities

                            

                            

                            -

                            

                            

                            

                            (40,612

                            )CASH FLOWS FROM FINANCING ACTIVITIESProceeds from officer loan

                            

                            

                            38,500

                            

                            

                            

                            15,000Net cash provided by financing activities - continuing

                            

                            

                            38,500

                            

                            

                            

                            15,000Net cash provided by financing activities  - discontinued

                            

                            

                            

                            

                            

                            

                            429,500Net cash provided by financing activities

                            

                            

                            38,500

                            

                            

                            

                            444,500NET INCREASE (DECREASE) IN CASH

                            

                            

                            24

                            

                            

                            

                            (72

                            )CASH  - BEGINNING OF PERIOD

                            

                            

                            347

                            

                            

                            

                            491CASH - END OF  PERIOD

                            

                            $

                            371

                            

                            

                            $

                            419SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid during the period for:Interest paid

                            

                            $

                            -

                            

                            

                            $

                            -Income taxes paid

                            

                            $

                            -

                            

                            

                            $

                            -SUPPLEMENTAL DISCLOSURE OF NON CASH INVESTING AND FINANCING ACTIVITIES:Discountinued operations

                            

                            $

                            1,642,531

                            

                            

                            $

                            -Cancellation of shares associated with reverse recapitalization

                            

                            $

                            307,725

                            

                            

                            $

                            -


5


MILWAUKEE IRON ARENA FOOTBALL, INC.


NOTES TO FINANCIAL STATEMENT
            (UNAUDITED)







Note 1 Basis of Presentation, Nature of Operations and Summary of Significant Accounting Policies





Basis of Presentation





The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information.





The financial information as of September 30, 2010 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended September 30, 2010.  The unaudited interim financial statements should be read in conjunction with the Company’s Annual Report on Form
            10-K, which contains the audited financial statements and notes thereto, together with the Plan of Operations for the year ended September 30, 2010.





Certain information or footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial reporting.
            Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The interim results for the three and six months ended March 31, 2011 are not necessarily indicative of results for the full
            fiscal year.





Nature of Operations





Milwaukee Iron Arena Football Inc. (the “Company”) was incorporated in the State of Colorado in 1983.





On January 26, 2010, the Company consummated a merger with Milwaukee Iron Professional Arena Football, LLC and Wisconsin Professional Arena Football Investment LLC (the “Merger”). Prior to the consummation of the Merger, the Company was a non-operating shell company with no revenue and minimal assets. After the Merger,
            the Company was no longer a shell company and its business operations consisted of those of the Milwaukee Iron arena football team; a member team (the “Team”) of the Arena Football One, a professional arena football league.





Efforts to fund and develop the Team were not successful, and the parties determined it would be advantageous to unwind the Merger. Accordingly, on November 23, 2010, both entities entered into an Unwind Agreement (the “Unwind Agreement”).




6




The Unwind Agreement required the parties to return and cancel the shares associated with the transaction. In addition, the Company shall receive $40,000 as reimbursement for expenses incurred in connection with the unwinding.





Because of the Unwind, the Company became a shell corporation whose business strategy again is to enter into a reverse merger with an operating business or develop an operating business through targeted acquisitions of specific businesses.





Risks and Uncertainties





The Company's operations will be subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks, including the potential risk of business failure.





Use of Estimates





The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported
            amounts of revenues and expenses during the reporting period.





Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due
            to one or more future non confirming events. Accordingly, the actual results could differ significantly from estimates.





Principles of Consolidation and Elimination Due to Unwinding of Merger





All significant inter-company accounts and transactions had been eliminated in consolidation through November 23, 2010. The Company had consolidated its results of operations and cash flows for the period October 1, 2010 through November 23, 2010, which was the period of time both entities had co-existed during fiscal year 2011,
            however, from November 24, 2010, the Company has reported as a single entity due to the unwinding.





Fair Value of Financial Instruments





The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market
            participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value:




7




•

                    

                    Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.•

                    

                    Level 2: Inputs reflect: quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.•

                    

                    Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.





The Company's financial instruments consisted primarily of cash, accounts payable, and notes payable – related party. The carrying amounts of the Company's financial instruments generally approximate their fair values as of March 31, 2011 and September 30, 2010, respectively, due to the short-term nature of these
            instruments.





Discontinued Operations





Components of the football operations have been disposed of and are reported as discontinued operations. The assets and liabilities have been reclassified as discontinued operations in the balance sheet for the year ended September 30, 2010 and the results of operations for the current period and prior year are reported as
            discontinued operations.





Earnings per Share





Basic loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding during each period. Diluted loss per common share is calculated by dividing net loss, adjusted on an “as if converted” basis, by the weighted-average number of actual shares outstanding and, when dilutive,
            the share equivalents that would arise from the assumed conversion of convertible instruments.  The effect of potentially dilutive stock options and warrants is calculated using the treasury stock method.  The Company has no common stock equivalents issued or outstanding for March 31, 2011 and September 30, 2010.





Recent Accounting Pronouncements





There are no new accounting pronouncements that have any impact on the Company’s financial statements.




8




Note 2 Going Concern





As reflected in the accompanying financial statements, the Company had a net loss of $22,576 and net cash used in operations of $38,476 for the period ended March 31, 2011; and a working capital deficit and stockholders’ deficit of $53,129 at March 31, 2011.





The ability of the Company to continue as a going concern is dependent on its ability to obtain debt or equity based financing and upon future commencement of operations from the development of its planned business.





The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  These financial statements do not include any adjustments relating to the recovery of the recorded assets or the
            classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.





Note 3 Discontinued Operations





Assets and liabilities to be disposed of comprise the following:




March 31,

                        2011

                    

                    

                    September 30,

                        2010(Unaudited)Cash

                    

                    $

                    -

                    

                    

                    $

                    1,197Accounts Receivable

                    

                    

                    -

                    

                    

                    

                    17,317Prepaid Expenses

                    

                    

                    -

                    

                    

                    

                    43,768PP&E - Net

                    

                    

                    -

                    

                    

                    

                    311,420Investment in Af2 Operating Co.

                    

                    

                    -

                    

                    

                    

                    103,752Total Assets

                    

                    $

                    -

                    

                    

                    $

                    477,454Accounts Payable

                    

                    $

                    -

                    

                    

                    $

                    584,433Short term loans

                    

                    

                    -

                    

                    

                    

                    904,941Loans from related parties

                    

                    

                    -

                    

                    

                    

                    98,976Short term credit line

                    

                    

                    -

                    

                    

                    

                    427,000Deferred revenue

                    

                    

                    -

                    

                    

                    

                    34,635Notes payable - related parties

                    

                    

                    -

                    

                    

                    

                    70,000Total liabilities

                    

                    $

                    -

                    

                    

                    $

                    2,119,985





9




The following amounts have been segregated from operations and included in discontinued operations in the consolidated statements of operations:




Six Months Ended March 31,2011

                    

                    

                    2010REVENUE

                    

                    $

                    -

                    

                    

                    $

                    595,476COST OF SALES

                    

                    

                    

                    

                    

                    

                    743,478GROSS PROFIT (LOSS)

                    

                    $

                    -

                    

                    

                    $

                    (148,002

                    )OPERATING EXPENSESSelling, general and administrative

                    

                    

                    -

                    

                    

                    

                    322,390Depreciation

                    

                    

                    -

                    

                    

                    

                    32,171Total Expenses

                    

                    

                    -

                    

                    

                    

                    354,561LOSS BEFORE OTHER EXPENSES

                    

                    

                    

                    

                    

                    

                    (502,563

                    )OTHER EXPENSEInterest expense

                    

                    

                    -

                    

                    

                    

                    (73,264

                    )NET LOSS

                    

                    $

                    -

                    

                    

                    $

                    (575,827

                    )




Note 4 Debt – Related Party





On December 31, 2010, the Company received advances of $15,900 from its Chief Executive Officer.  The advances were non-interest bearing, unsecured, and due on demand.





On March 31, 2011, the Company received advances of $22,600 from its Chief Executive Officer.  The advances were non-interest bearing, unsecured, and due on demand.




10





ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


THE  FOLLOWING  DISCUSSION  SHOULD  BE READ  IN  CONJUNCTION WITH  THE COMPANY'S  FINANCIAL  STATEMENTS  AND THE  NOTES TO THOSE  STATEMENTS  AND OTHER FINANCIAL INFORMATION APPEARING ELSEWHERE IN THIS
            REPORT.





General





Milwaukee Iron Arena Football Inc., formerly known as Genesis Capital Corporation of Nevada (the “Company” or “we” or “us” or “our”), was incorporated in the State of Colorado in 1983, under the name Bugs, Inc., for the purpose of using
            microbial and other agents, including metallurgy, to enhance oil and natural gas production and to facilitate the recovery of certain metals. Except as described below, for the past several years, we have had no revenue and have been a shell company.




On January 26, 2010, we consummated a merger with Milwaukee Iron Professional Arena Football, LLC and Wisconsin Professional Arena Football Investment LLC (collectively, along with their equity owners, the “Merger Partner”) as previously disclosed in our Current Report on
            Form 8-K filed on February 2, 2010, as subsequently amended on February 16 and February 18, 2010 (the “Merger”).   Upon the closing of the Merger, we amended our articles of incorporation to change our name to Milwaukee Iron Arena Football, Inc. and amended the articles of incorporation of our wholly owned subsidiary to change its name to Milwaukee Iron Arena Football Club, Inc.  Prior to the consummation of the Merger, we were a non-operating
            shell company with no revenue and minimal assets.  After the Merger, we were no longer a shell company and our business operations consisted of those of the Milwaukee Iron arena football team; a member team (the “Team”) of the Arena Football One, a professional arena football league.




Because efforts to fund and develop the Team had not been successful, we determined that in the interest of our stockholders, it would be advantageous for all parties to unwind the Merger, dispose of the Team and restore our operations to that of a shell company seeking an operating
            business.




Accordingly, on November 23, 2010 (as previously disclosed in our Current Report on Form 8-K filed on December 1, 2010), we entered into an Unwind Agreement whereby the parties thereto mutually agreed to unwind (the “Unwind”) the Merger.




As a result of the Unwind, we once again became a “shell company” as that term is defined under Federal securities laws.  We intend to seek to acquire assets or shares of an entity actively engaged in business which generates revenues, in exchange for our
            securities.  Our purpose is to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us by persons or firms who or which desire to seek the perceived advantages that we may offer.  We will not restrict our search to any specific business, industry, or geographical location and we 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 our 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 we have nominal assets and limited financial resources.




11





RESULTS OF OPERATIONS





THREE MONTHS ENDED MARCH 31, 2011


COMPARED TO THREE MONTHS ENDED MARCH 31, 2010





Revenues





Revenues for the three months ended March 31, 2011 were $0.00 compared to $0.00 for the three months ended March 31, 2010.  No revenue was reported for the above periods due to our decision to unwind the Merger (as discussed above) and the resulting classification of
            operations, assets and liabilities associated with the Team as discontinued operations under GAAP.  See Notes 1 and 3 to the financial statements for more information regarding the discontinued operations.





Operating Expenses





Operating expenses for the three months ended March 31, 2011 were $0 compared to $133,036 for the three months ended March 31, 2010.  Operating expenses decreased primarily due to the consummation of the Unwind and our lack of operations.





Loss From Continuing Operations





We had an operating loss from continuing operations of $0 for the three month period ended March 31, 2011 as compared to a loss from continuing operations of $133,036 for the three month period ended March 31, 2010.





Loss From Discontinued Operations





We had a loss related to discontinued operations of zero for the three month period ended March 31, 2011 as compared to a loss related to discontinued operations of $418,016 for the three month period ended March 31, 2010.  See Notes 1 and 3 for more information regarding
            the discontinued operations.




12


SIX MONTHS ENDED MARCH 31, 2011


COMPARED TO SIX MONTHS ENDED MARCH 31, 2010





Revenues





Revenues for the six months ended March 31, 2011 were $0.00 compared to $0.00 for the six months ended March 31, 2010.  No revenue was reported for the above periods due to our decision to unwind the Merger (as discussed above) and the resulting classification of
            operations, assets and liabilities associated with the Team as discontinued operations under GAAP.  See Notes 1 and 3 to the financial statements for more information regarding the discontinued operations.





Operating Expenses





Operating expenses for the six months ended March 31, 2011 were $22,576 compared to $136,072 for the six months ended March 31, 2010.  Operating expenses decreased primarily due to the consummation of the Unwind and our lack of operations.





Loss From Continuing Operations





We had an operating loss from continuing operations of $22,576 for the six month period ended March 31, 2011 as compared to a loss from continuing operations of $$136,072 for the six month period ended March 31, 2010.





Loss From Discontinued Operations





We had a loss related to discontinued operations of zero for the six month period ended March 31, 2011 as compared to a loss related to discontinued operations of $575,827 for the six month period ended March 31, 2010.  See Notes 1 and 3 for more information regarding the
            discontinued operations.




13





LIQUIDITY AND CAPITAL RESOURCES





At March 31, 2011 we had: (i) total assets of $371, consisting of cash, (ii) total liabilities of $53,500, comprised of an officer loan (iii) a working capital deficit of $53,129 and (iv) an accumulated deficit of $4,574,597.





As of March 31, 2011 we owe our officer $53,500, which represents amounts advanced to, or on behalf of, the Company.  This debt has no specific re-payment terms and is due on demand.





Since the Unwind of the Merger, we have had no source of revenues from which to pay our operating expenses.  We have obtained working capital from related party debt, and will require additional capital from the sale of our securities, debt and/or from other sources in order to pay our current obligations. There can be no
            assurance that we will be successful in these efforts.





Net cash used in operating activities for the six months ended March 31, 2011 was $38,476, which included a decrease in accounts payable and accrued expenses of $15,900; compared to net cash used in operating activities of $403,960 for the six months ended March 31, 2010, which included net cash from discontinued operations of
            $388,888.





Net cash used in investing activities for the six months ended March 31, 2011 was zero compared to net cash used in investing activities for the six months ended March 31, 2010 of $40,612 due to discontinued operations.





Net cash provided by financing activities for the six months ended March 31, 2011 was $38,500 compared to net cash provided by financing activities for the six months ended March 31, 2010 of $444,500.





Cash Requirements





At March 31, 2011 we had an accumulated deficit of $4,574,597. The report from our independent registered public accounting firm on our audited financial statements at September 30, 2010 contains an explanatory paragraph regarding doubt as to our ability to continue as a going
            concern. As discussed earlier in this report, we are seeking to acquire assets or shares of an entity actively engaged in business which generates revenues, in exchange for our securities.  We cannot predict when, if ever, we will be successful in this venture and, accordingly, we may be required to cease operations at any time.  We do not have sufficient working capital to pay our operating costs for the next 12 months and we will require additional funds to pay
            our legal, accounting and other fees associated with our company and its filing obligations under federal securities laws, as well as to pay our other accounts payable generated in the ordinary course of our business.  We have no commitments from any party to provide such funds to us.  If we are unable to obtain additional capital as necessary until such time as we are able to conclude a business combination, we will be unable to satisfy our obligations and
            otherwise continue to meet our reporting obligations under federal securities laws.  In that event, our stock would no longer be quoted on the OTC Bulletin Board and our ability to consummate a business combination with upon terms and conditions which would be beneficial to our existing stockholders would be adversely affected.




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We currently plan to satisfy our cash requirements for the next 12 months by borrowing from affiliated companies with common ownership or control or directly from our officers and directors and we believe we can satisfy our cash requirements so long as we are able to obtain financing
            from these parties.  We currently expect that money borrowed will be used during the next 12 months to satisfy our operating costs, professional fees and for general corporate purposes. We have also been exploring alternative financing sources.




We will use our 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, our shareholders will experience a dilution in their ownership interest. 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, we may determine to seek to raise funds from the sale of restricted stock or debt securities. We have 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 our certificate of incorporation restricting our ability to borrow funds or raise funds through the issuance of restricted common stock to effect a business combination. Our 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 our 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 us 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.




Off-Balance Sheet Arrangements.





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




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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide information under this item.





ITEM 4. CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures




Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of March 31,
            2010.  Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of such date, at a reasonable level of assurance, in ensuring that the information required to be disclosed by the Company in the reports we file or submit under the Exchange Act is: (i) accumulated and communicated to our management (including the Chief Executive Officer and Chief Financial Officer) in a timely
            manner, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.




Internal Control Over Financial Reporting




Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f).  Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an
            evaluation of the effectiveness of our internal control over financial reporting based on the criteria in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.  Based on our evaluation, management has concluded that our internal control over financial reporting was effective as of March 31, 2011.  Because of its inherent limitations,
            internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.  This report does not include an attestation report of our registered public accounting firm regarding internal control over financial
            reporting pursuant to temporary rules of the Securities and Exchange Commission.




Changes in Internal Control Over Financial Reporting




There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended) during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.




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PART II - OTHER INFORMATION





ITEM 1. LEGAL PROCEEDINGS





We are not a party to any pending legal proceedings nor is any of our property the subject of any pending legal proceedings.





ITEM 1A. RISK FACTORS





We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide information under this item.





ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.





ITEM 3. DEFAULTS UPON SENIOR SECURITIES





none





ITEM 4. (REMOVED AND RESERVED).





ITEM 5. OTHER INFORMATION





none




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ITEM 6. EXHIBITS




EXHIBIT NUMBER

                    

                    DESCRIPTION31.1

                    

                    Certification of Principal Executive Officer pursuant to Sarbanes-Oxley Section 30232.1

                    

                    Certification of Chief Executive Officer pursuant to Sarbanes-Oxley Section 906




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SIGNATURES





Pursuant to the requirements 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.





By:

                        /s/ RICHARD ASTROMDate:  May 23, 2011

                        

                        Name: Richard AstromTitle: Chief Executive Officer, Principal Accounting Officer, President, Director