U.S.
SECURITIES AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 Form
10-K
 
 (Mark
One)
 
 |X|
ANNUAL REPORT UNDER SECTION 13 OR 15(d)
 OF
THE SECURITIES EXCHANGE ACT OF 1934
 
 For the
fiscal year ended December 31, 2009
 
 |_|
TRANSITION REPORT UNDER SECTION 13 OR 15(d)
 OF
THE SECURITIES EXCHANGE ACT OF 1934
 
 For the
transition period from ______________ to ______________
 
 Commission
File Number 0-52269
 _______________________________________________
 
 A.G. VOLNEY CENTER,
INC.
 
 (Exact
name of registrant as specified in its charter)
 ______________________________________________
 
 DELAWARE
              
              13-4260316(State
      or other jurisdiction of
              
              (I.R.S.
      Employerincorporation
      or organization)
              
              Identification
      No.)124
      LINCOLN AVENUE SOUTHLIVERPOOL,
      NEW YORK
              
              13088(Address
      of principal executive offices)
              
              (zip
      code)
 
 Registrant's
      telephone number, including area code:
                (315) 703-9012
 
 _____________________________________________
 
 Securities
registered under Section 12(b) of the Exchange Act:
 
 None.
 
 Securities
registered under Section 12(g) of the Exchange Act:
 
 Common
Stock, $.001 par value per share
 
 (Title of
Class)
 
 
  1
  Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes [  ] No [X]
 
 Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes [  ] No [X]
 
 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 [  ]
 
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.  (Check one):
 
 Large
accelerated filer
[  ]                                                      Accelerated
filer [  ]
 Non-accelerated
filer
[  ]                                           Smaller
reporting company [ X ]
 (Do not
check if a smaller reporting company)
 
 Indicate
by checkmark whether the registrant is a shell company (as defined in Rule 12b-2
of the Act).
 Yes
[  ]   No [ X ]
 
 The
Company has no non-voting common stock.  The aggregate market value of
the Company's voting common stock held by non-affiliates as of
December 31, 2009 could not be determined because there have been no
recent sales of such stock and there is no established public trading
market.
 
 As of
December 31, 2009 17,330,000 shares of the Company's $.001 par value common
stock were issued and outstanding.
 
 State
issuer’s revenues for its most recent fiscal year: $3,067
 
 Documents
incorporated by reference: None.
 
 Transitional
Small Business Disclosure Format: Yes [  ]    No [
X ]
 
  2
  A.G. VOLNEY CENTER INC.
 TABLE
OF CONTENTS
 PagePART
      I.Item
      1.
              Business
              4Item
      1A.
              Risk
      Factors
              7Item
      2.
              Properties
              10Item
      3.
              Legal
      Proceedings
              11Item
      4.
              Submission
      of Matters to a Vote of Security Holders
              11PART
      II.Item
      5.
              Market
      for Registrant’s Related Stockholder Matters and Small Business Issuer
      Purchases of Equity Securities
              12Item
      6.
              Selected
      Financial Data
              13Item
      7.
              Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
              13Item
      7A.
              Quantitive
      and Qualitative Disclosures About Market Risk
              17Item
      8.
              Financial
      Statements and Supplementary Data
              17Item
      9.
              Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
              36Item
      9A.
              Controls
      and Procedures
              36Item
      9B.
              Other
      Information
              37PART
      III.Item
      10.
              Directors,
      Executive Officers and Corporate Governance
              38Item
      11.
              Executive
      Compensation
              39Item
      12.
              Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
              40Item
      13.
              Certain
      Relationships and Related Transactions, and Director
      Independence
              41Item
      14.
              Principal
      Accountant Fees and Services
              41Item
      15.
              Exhibits
      and Financial Statement Schedules
              42Signatures
              
              
              43
 
 
 
  3
  PART
I.
 ITEM
1.  BUSINESS
 
 GENERAL
OVERVIEW
 
 A .G.
Volney Center is a development state company which was incorporated under the
laws of the state of Delaware on March 6, 1997 under the name Lottlink
Technologies, Inc. The intent was to operate vending machines that would sell
lottery tickets. On April 7, 1997, the board of directors decided to change the
name of the company to A.G. Volney Center, Inc. and restate the par value of the
Company’s shares of common stock at per share to $0.001 per share. On the same
date, in a stockholders’ meeting (the “Stockholders Meeting”), the proposed
changes of the Company’s name and common stock’s par value were approved, but
the amendment the Company’s Certificate of Incorporation effecting such changes
was never filed with the Secretary of State of the State of Delaware. On
December 31, 1997, the Company’s Certificate of Incorporation was suspended in
Delaware for non-payment of franchise taxes. The Company was dormant until July
18, 2003. On that date, Lottlink Technologies, Inc. filed a renewal of the
Company’s Articles of Incorporation in Delaware. On July 29, 2003, the Company
filed an amendment of the Company’s Articles of Incorporation with the Secretary
of State of the State of Delaware effecting a change of Company’s name Lottlink
Technologies, Inc. to A.G. Volney Center, Inc. as approved in the stockholders’
Meeting.
 
 A. G.
Volney  Center was reinstated in the State of Delaware to develop
relationships with companies which purchase factory overruns from manufacturers
and distressed merchandise from retailers at discounts. As a result, it is hoped
that these companies can offer us new high quality products in quantity whereby
the costs to us is substantially discounted (generally around 30% of the
standard wholesale cost for the same product). It is anticipated that we will
primarily sell to retailers; however, we also intend to engage in retail sales
on a limited basis.
 
 On
October 19, 2006, we filed a Registration Statement on Form 10SB (File No.:
0-52269), or the Registration Statement, with the Securities and Exchange
Commission, or the SEC,  to register our common stock under Section
12(g) of the Securities Exchange Act of 1934, as amended, or the Exchange Act.
The Registration Statement went effective by operation of law on December 18,
2006, or the Effective Date, and we have filed all the necessary Amendments in
response to the SEC comments regarding the Registration
Statement.  Since the Effective Date of the Registration Statement, we
have become a reporting company under the Securities Exchange Act and are
responsible for preparing and filing periodic and current reports under the
Exchange Act with the SEC.
 
 Any
person or entity may read and copy our reports with the Securities and Exchange
Commission at the SEC's Public Reference Room at 100 F Street N.E., Washington,
D.C. 20549. The public may obtain information on the operation of the Public
Room by calling the SEC toll free at 1-800-SEC-0330. The SEC also maintains an
Internet site at http://www.sec.gov where reports, proxies and informational
statements on public companies may be viewed by the public.
 
 OUR
PRINCICPAL PRODUCTS AND SERVICES
 
 Our
primary business objective is to satisfy and fulfill the demand of retailers for
high quality merchandise at below wholesale costs. Our business plan is to
develop relationships with companies which purchase factory overruns from
manufacturers and distressed merchandise from retailers at discounts. As a
result, it is hoped that these companies can offer us new high quality products
in quantity whereby the costs to us is substantially discounted (generally
around 30% of the standard wholesale cost for the same product). It is
anticipated that we will primarily sell to retailers; however, we also intend to
engage in retail sales on a limited basis.
 
  4
  We have
purchased factory overrun and bulk merchandise and continued to make sales. Our
primary business objective is to satisfy and fulfill the demand of retailers for
high quality merchandise at below wholesale costs. We intend to purchase new,
high quality items in quantity whereby we can sell these items immediately to
retailers for an amount which includes a profit to us. We believe we can
maximize net profits by minimizing fixed overhead such as salary and employee
benefits.
 
 To date,
we have purchased items at an aggregate purchase price of $54,353 and resold
products for an aggregate sales price of $65,414. Our sales are made by
selling items purchased wholesale to small business owners for retail. Although
our purchases and sales have been minimal and our expenses far exceed our
revenues resulting in a net loss, we have identified potential suppliers and
have opened accounts with them and continually search for suppliers in New York
State to save on shipping costs. To date, we have not been able to conduct these
business affairs without further capital.
 
 We
anticipate selling nationwide, but our initial focus will be in New
York.
 
 We are
currently looking to find a suitable merger candidate and alternative
financing.  Although we have had discussions with various third
parties, no firm commitments have been obtained to
date.
 
 DISTRIBUTION
 
 We
anticipate selling nationwide through the internet, but our initial focus will
be in the New York area. We continually search for suppliers in New York State
to save on shipping and handling costs. We have identified potential suppliers
and opened accounts.
 
 COMPETITION
 
 We face
competition from the larger and more established companies, from companies that
develop new technology, as well as the many smaller companies throughout the
country. For example, the last several years have shown an increase in the use
of larger online sources such as Overstock.com and Ebay.com. These increases cut
into our potential customer base. Companies who have a larger sales force, more
money, larger manufacturing capabilities and greater ability to expand their
markets also cut into our potential customers. Many of our competitors have
longer operating histories, significantly greater financial strength, nationwide
advertising coverage, brand identification and other resources that we do not
have. Our competitors might introduce less expensive or more improved
merchandise. These, as well as other factors, can negatively impact our business
strategy.  The competition from larger overstock companies is a very
serious threat that can result in substantially less revenue.
 
 To date,
we have not been able to conduct these business affairs without further
capital.
 
 Our
operations are conducted by David F. Stever, our President, Chief Executive
Officer, and Chief Financial Officer and Director, and Samantha M. Ford, our
Secretary and Director. Currently, and for the near future, Mr. Stever deposits
all payments in our bank account from which he draws upon to make purchases of
inventory. He has also set up accounts with manufacturers and resellers for
purchases.  Mr. Stever also prepares advertising material and solicits
sales by personally contacting potential buyers and interacting with potential
customers online. Mr. Stever is aided in his efforts by Ms. Samantha M. Ford on
a part-time basis.
 
 We do not
anticipate hiring any additional personnel or consultants unless and until
further capital is raised.
 
 EMPLOYEES
 
 As of
December 31, 2009, the Company had no full-time employees.  Mr. Stever
and Ms. Ford work for the Company on a part-time and as needed
basis.
 
 
  5
  AVAILABLE
INFORMATION
 
 We are
subject to the information reporting requirements of the Exchange Act, and
accordingly, are required to file periodic reports, including quarterly and
annual reports and other information with the Securities and Exchange
Commission. Such reports and other information may be inspected and copied at
the public reference facilities maintained by the Commission at 100 F Street,
N.E., Washington, D.C. 20549. The public may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In
addition, the SEC maintains an Internet website that contains reports, proxy and
information statements and other information regarding registrants that file
electronically.  The address of the website is http://www.sec.gov.
 
 A
NOTE ABOUT FORWARD-LOOKING STATEMENTS
 
 This
report (including the foregoing “Description of Business” and the section below
entitled “Management’s Discussion and Analysis of Financial Condition and
Results of Operations”) contains forward-looking statements that involve risks
and uncertainties. You should exercise extreme caution with respect to all
forward-looking statements contained in this report. Specifically, the following
statements are forward-looking:
 
 •
statements regarding our overall strategy for expansion of our company,
including without limitation our intended markets and future
products;
 
 •
statements regarding our research and development efforts;
 
 •
statements regarding the plans and objectives of our management for future
operations, including, without limitation, plans to explore other non
telecommunication business along with the size and nature of the costs we expect
to incur and the people and services we may employ;
 
 •
statements regarding the future of our company, our competition or regulations
that may affect us;
 
 •
statements regarding our ability to compete with third parties;
 
 • any
statements using the words “anticipate,” “believe,” “estimate,” “expect,”
“intend,” and similar words; and
 
 • any
statements other than historical fact.
 
 We
believe that it is important to communicate our future expectations to our
shareholders. Forward-looking statements reflect the current view of management
with respect to future events and are subject to numerous risks, uncertainties
and assumptions, including, without limitation, the factors listed in “Risks
Associated with Our Business.” Although we believe that the expectations
reflected in such forward-looking statements are reasonable, we can give no
assurance that such expectations will prove to be correct. Should any one or
more of these or other risks or uncertainties materialize or should any
underlying assumptions prove incorrect, actual results are likely to vary
materially from those described in this report. There can be no assurance that
the projected results will occur, that these judgments or assumptions will prove
correct or that unforeseen developments will not occur.
 
 Any
person or entity may read and copy our reports filed with the Securities and
Exchange Commission at the SEC’s Public Reference Room at 100 F Street NE,
Washington, D.C. 20549. The public may obtain information on the operation of
the Public Reference Room by calling the SEC toll free at 1-800-SEC-0330. The
SEC also maintains an Internet site at HTTP://WWW.SEC.GOV
where reports, proxies and informational statements on public companies may be
viewed by the public.
 
 
  6
  ITEM
1A.  RISK FACTORS
 
 In
addition to the other information in this report, the following risks should be
considered carefully in evaluating our business and prospects:
 
 WE
HAVE A LIMITED OPERATING HISTORY WHICH MAY NOT BE AN INDICATOR OF OUR FUTURE
RESULTS.
 
 As a
result of our limited operating history, our plan for rapid growth, and the
increasingly competitive nature of the markets in which we operate, the
historical financial data is of limited value in evaluating our future revenue
and operating expenses. Our planned expense levels will be based in part on
expectations concerning future revenue, which is difficult to forecast
accurately based on current plans of expansion and growth. We may be unable to
adjust spending in a timely manner to compensate for any unexpected shortfall in
revenue. Further, general and administrative expenses may increase significantly
as we expand operations. To the extent that these expenses precede, or are not
rapidly followed by, a corresponding increase in revenue, our business,
operating results, and financial condition will suffer.
 
 WE
MAY HAVE TO DISCONTINUE OPERATIONS.
 
 If we are
unable to achieve or sustain profitability, or if operating losses increase in
the future, we may have to discontinue operations. Our expenses have
historically exceeded our revenues and we have had losses in all fiscal years of
operation, including those in fiscal years 2008 and 2009, and the losses are
projected to continue in 2010.  Our net losses were $(39,067) and
$ (4,080) for fiscal years ended  2008 and 2009, respectively. We have
been concentrating on the development of our products, services and business
plan. There is no assurance that we will be successful in implementing our
business plan or that we will be profitable now or in the future.
 
 WE
MAY NOT SUCCEED OR BECOME PROFITABLE.
 
 We will
need to generate significant revenues to achieve profitability and we may be
unable to do so. Even if we do achieve profitability, we may not be able to
sustain or increase profitability in the future. We expect that our expenses
will continue to increase and there is no guarantee that we will not experience
operating losses and negative cash flow from operations for this fiscal year or
for the foreseeable future. If we do not achieve or sustain profitability, then
we may be unable to continue our operations.
 
 OUR
OFFICERS AND DIRECTORS HAVE LIMITED TIME TO DEVOTE AND LACK SALES
EXPERIENCE
 
 Our
current officers and directors have experience in retail but not wholesale sales
and have limited time to devote. For example, Ms. Ford will only be able to
devote 10% of her time to the business .  Samantha M. Ford, an officer
and director, has approximately two years experience in sales as an associate in
a major retail chain and two years experience as an assistant manager at a
Thrift Store. However, her experience is limited, and she has no experience in
discount or overrun merchandise.
 
 The
amount of time officers and directors devote to our business may be
limited:
  Officer/Director
              Percent
      (%) of time to be dedicated to CompanyDavid
      F. Stever (Pres., CEO, CFO and Director)
              40%Samantha
      M. Ford  (Secretary, Treasurer and Director)
              10%
 
 Until we
sustain operations and achieve profitability, we will be unable to retain the
full time services of these individuals or pay either one of them monetary
compensation for their services. The loss of either of them would have a
material adverse effect on our business operations.
 
  7
  WE WILL NEED ADDITIONAL CAPITAL FINANCING
IN THE FUTURE.
 
 We will
be required to seek additional financing in the future to respond to increased
expenses or shortfalls in anticipated revenues, accelerate product development
and deployment, respond to competitive pressures, and develop new or enhanced
products. We cannot be certain we will be able to find such additional financing
on reasonable terms, or at all. If we are unable to obtain additional financing
when needed, we could be required to modify our business plan in accordance with
the extent of available financing.
 
 IF
WE ENGAGE IN ACQUISITIONS, WE MAY EXPERIENCE SIGNIFICANT COSTS AND DIFFICULTY
ASSIMILATING THE OPERATIONS OR PERSONNEL OF THE ACQUIRED COMPANIES, WHICH COULD
THREATEN OUR FUTURE GROWTH.
 
 If we
make any acquisitions, we could have difficulty assimilating the operations,
technologies and products acquired or integrating or retaining personnel of
acquired companies. In addition, acquisitions may involve entering markets in
which we have no or limited direct prior experience. The occurrence of any one
or more of these factors could disrupt our ongoing business, distract our
management and employees and increase our expenses. In addition, pursuing
acquisition opportunities could divert our management's attention from our
ongoing business operations and result in decreased operating
performance.
 
 Moreover,
our profitability may suffer because of acquisition-related costs or
amortization of acquired goodwill and other intangible assets. Furthermore, we
may have to incur debt or issue equity securities in future acquisitions. The
issuance of equity securities would dilute our existing
stockholders.
 
 IF WE CANNOT ATTRACT, RETAIN,
MOTIVATE AND INTEGRATE ADDITIONAL SKILLED PERSONNEL, OUR ABILITY TO COMPETE WILL
BE IMPAIRED.
 
 Many of
our current and potential competitors have more employees than we do. Our
success depends in large part on our ability to attract, retain and motivate
highly qualified management and technical personnel. We face intense competition
for qualified personnel. The industry in which we compete has a high level of
employee mobility and aggressive recruiting of skilled personnel. If we are
unable to continue to employ our key personnel or to attract and retain
qualified personnel in the future, our ability to successfully execute our
business plan will be jeopardized and our growth will be inhibited.
 
 BECAUSE
OUR OFFICERS AND DIRECTORS ARE INDEMNIFIED AGAINST CERTAIN LOSSES, WE MAY BE
EXPOSED TO COSTS ASSOCIATED WITH LITIGATION.
 
 If our
directors or officers become exposed to liabilities invoking the indemnification
provisions, we could be exposed to additional un-reimbursable costs, including
legal fees. Our bylaws provide that our directors and officers will not be
liable to us or to any shareholder and will be indemnified and held harmless for
any consequences of any act or omission by the directors and officers unless the
act or omission constitutes gross negligence or willful misconduct. Extended or
protracted litigation could have a material adverse effect on our cash
flow.
 
 OUR STOCK PRICE MAY BE
VOLATILE.
 
 There is
currently no trading market for our securities, and there is a chance that a
trading market may never develop. However, in the event that we do develop a
trading market for our common stock, the market price of our common stock will
likely fluctuate significantly in response to the following factors, some of
which are beyond our control:
 
 ·
              Variations
      in our quarterly operating results;
 
 ·
              Changes
      in financial estimates of our revenues and operating results by securities
      analysts;
 
  8
  
 ·
              Announcements
      by us of significant contracts, acquisitions,  strategic
      partnerships, joint ventures or
                capital
      commitments;
 
 ·
              Additions
      or departures of key personnel;
 
 ·
              Future
      sales of our common stock;
 
 ·
              Stock
      market price and volume fluctuations attributable to inconsistent trading
      volume levels of our stock;
 
 ·
              Commencement
      of or involvement in litigation.
 
 In
addition, the equity markets have experienced volatility that has particularly
affected the market prices of equity securities issued by wholesale companies
and that often has been unrelated or disproportionate to the operating results
of those companies. These broad market fluctuations may adversely affect the
market price of our common stock.
 
 WE
DO NOT ANTICIPATE PAYING ANY DIVIDENDS ON OUR COMMON STOCK.
 
 We have
not paid any dividends on our Common Stock since inception and do not anticipate
paying any dividends on our Common Stock in the foreseeable future. Instead, we
intend to retain any future earnings for use in the operation and expansion of
our business.
 
 WE
LACK OPERATING HISTORY
 
 We have
no operating history so it will be difficult for you to evaluate an investment
in our common stock.
 
 We were
formed in 1997 as a vending machine business under the name of Lottlink
Technologies, Inc. but did not commence business at that time. Our business
activities have been limited to amending the Articles of the Corporation on July
29, 2003 to amend the corporate name to A.G. Volney Center, Inc., and contacting
companies that acquire and warehouse inventory from factory overruns and
retailers with overstocks in New York, Pennsylvania, Vermont and Ohio. There is
no assurance that we will be successful in acquiring factory overruns or
overstock merchandise for sale at discount prices.
 
 We do not
have an established source of revenue sufficient to cover our operating costs to
allow us to continue as a going concern. Our ability to continue as a going
concern is dependent upon our ability to successfully compete, operate
profitably and/or raise additional capital through other means.
 
 CURRENTLY THERE IS NO MARKET FOR OUR
COMMON STOCK.
 
 Currently,
there is no market for our common stock. We intend to request that a
broker-dealer / market maker submit an application to make a market for the
Company's shares on the OTC Bulletin Board. However, there can be no assurance
that the application will be accepted or that any trading market will ever
develop or be maintained on the OTC Bulletin Board, pink sheets or any other
recognized trading market or exchange. Any trading market for the common stock
that may develop in the future will most likely be very volatile, and numerous
factors beyond the control of the Company may have a significant effect on the
market. Only companies that report their current financial information to the
SEC may have their securities included on the OTC Bulletin Board. In the event
that the Company loses this status as a "reporting issuer," any future quotation
of its common stock on the OTC Bulletin Board may be jeopardized.
 
  9
  OUR
COMMON STOCK IS SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC AND THE TRADING
MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR STOCK
CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.
 
 The
Securities and Exchange Commission has adopted Rule 15g-9 which establishes the
definition of a "penny stock," for the purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules
require:
 
 ·
              that
      a broker or dealer approve a person's account for transactions in penny
      stocks; and
 
 ·
              the
      broker or dealer receive from the investor a written agreement to the
      transaction, setting forth the identity and quantity of the penny stock to
      be purchased.
 
 In order
to approve a person's account for transactions in penny stocks, the broker or
dealer must:
 
 ·
              obtain
      financial information and investment experience objectives of the person;
      and
 
 ·
              make
      a reasonable determination that the transactions in penny stocks are
      suitable for that person and the person has sufficient knowledge and
      experience in financial matters to be capable of evaluating the risks of
      transactions in penny stocks.
 
 The
broker or dealer must also deliver, prior to any transaction in a penny stock, a
disclosure schedule prescribed by the Commission relating to the penny stock
market, which, in highlight form:
 
 ·
              sets
      forth the basis on which the broker or dealer made the suitability
      determination; and
 
 ·
              that
      the broker or dealer received a signed, written agreement from the
      investor prior to the transaction.
 
 Generally,
brokers may be less willing to execute transactions in securities subject to the
"penny stock" rules. This may make it more difficult for investors to dispose of
our common stock and cause a decline in the market value of our
stock.
 
 Disclosure
also has to be made about the risks of investing in penny stocks in both public
offerings and in secondary trading and about the commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.
 
 WE
WILL ENCOUNTER SUBSTANTIAL COMPETITION
 
 The
discount market for wholesale and retail merchandise is
highly competitive and involves a high degree of risk and
there is no assurance that we will be able to operate profitably.
In the retail segment of our business, which will be minimal, we will
experience substantial competition with other entities such as Dollar
Discounts, All-A-Dollar, Dollar General and Discount Houses in the
sale and marketing of merchandise all of which have greater
name recognition and experience.
 
 ITEM 2.PROPERTIES
 
 The
Company does not own property. Our operations are conducted from our President’s
personal residence located at 124 Lincoln St. South Liverpool, NY 13088. We do
not pay rent for the use of these facilities and therefore we have no
lease.
 
  10
  ITEM 3.LEGAL PROCEEDINGS
 
 Not
Applicable.
 
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS .
 
 Not
Applicable.
 
 
 
  11
  PART
II.
 
 ITEM 5.  MARKET FOR
REGISTRANTS RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF
EQUITY SECURITIES .
 
 (a)
              MARKET
      INFORMATION. The Company's common stock is not trading on any
      public trading market or
 stock
exchange.
 
 (b)
HOLDERS. As of December
31, 2009, there were approximately 61 holders of the 17,330,000 shares of the
Company’s common stock.
 
 (c)  DIVIDEND POLICY. We have not
declared or paid any cash dividends on our common stock and we do not intend to
declare or pay any cash dividend in the foreseeable future.  The
payment of dividends, if any, is within the discretion of our Board of Directors
and will depend on our earnings, if any, our capital requirements and financial
condition and such other factors as our Board of Directors may
consider.
 
 (d)      
SECURITIES AUTHORIZED FOR
ISSUANCE UNDER EQUITY COMPENSATION PLANS. We have not authorized the
issuance of any of our securities in connection with any form of equity
compensation plan.
 
 (e)
              RECENT SALE OF UNREGISTERED
      SECURITIES.
 
 During
the year ended December 31, 2009, there were no sales of unregistered
securities.
 
 During
the year ended December 31, 2008, the following shares of common stock were
purchased at $0.01 per share:
 
 Amanda
Godin residing in Liverpool, New York purchased 500,000 shares; Mary K. Evans
residing in Liverpool, New York purchased 500,000 shares; Justin Lamacchia
residing in Orlando Florida purchased 10,000 shares; John R. Pichotto III
residing in Orlando Florida purchased 10,000 shares; Lindsay Leploski residing
in Buffalo, New York purchased 10,000 shares; Rebecca McGuiness residing in
Fulton, New York, purchased 500,000 shares; Gloris Goff residing in Mesa,
Arizona purchased 500,000 shares; John Passalaqua residing in
 Liverpool,
New York purchased 500,000 shares; and Stephanie Passalaqua residing in
Brewerton, New York purchased 500,000 shares. We did not have any sales of
securities that were not registered under the Securities Act of 1933, as
amended.
 
 
 (f) TRANSFER AGENT. Olde Monmouth
Stock Transfer Co., Inc.
 200
Memorial Parkway
 Atlantic
Highlands, N.J.  07716
 Phone:
732-872-2727
 Fax:
732-872-2728
 
 
  12
  ITEM 6. SELECTED FINANCIAL DATA
..
 
 The table
below summarizes our audited balance sheet at December 31, 2009 compared to
December 31, 2008, and statement of operations for the fiscal year ended
December 31, 2009 compared to December 31, 2008.
 
 At
                December
      31,2009
                (Audited)
              
              
              2008
                (Audited)Balance
      Sheet:Cash
              
              $
              23
              
              
              $
              829Total
      Assets
              
              $
              3,086
              
              
              $
              8,262Total
      Liabilities
              
              $
              66,857
              
              
              $
              67,953Total
      Stockholders’ Equity (Deficit)
              
              $
              (63,771
              )
              
              $
              (59,691
              )
 
 For
      the Fiscal Year Ended
                December
      31,2008
                (Audited)
              
              
              2008
                (Audited)Statement
      of Operations :Revenue
              
              $
              3,067
              
              
              $
              24,728Net
      Loss
              
              $
              (4,080
              )
              
              $
              (39,067
              )Net
      Loss Per Share of Common Stock
              
              
              ---
              
              
              
              ---
 
 ITEM
7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS
 
 FORWARD
LOOKING STATEMENTS
 
 Some of
the information in this section contains forward-looking statements that involve
substantial risks and uncertainties. You can identify these statements by
forward-looking words such as "may," "will," "expect," "anticipate," "believe,"
"estimate" and "continue," or similar words. You should read statements that
contain these words carefully because they:
 
 -
              discuss
      our future expectations;-
              contain
      projections of our future results of operations or of our financial
      condition; and-
              state
      other "forward-looking"
information.
 
 We
believe it is important to communicate our expectations. However, there may be
events in the future that we are not able to accurately predict or over which we
have no control. Our actual results and the timing of certain events could
differ materially from those anticipated in these forward-looking statements as
a result of certain factors, including those set forth under "Risk Factors,"
"Business" and elsewhere in this prospectus. See "Risk Factors."
 
 ORGANIZATION
AND BASIS OF PRESENTATION
 
 The
following discussion and analysis is based on the audited financial statements
for the years ended December 31, 2009 and 2008 of A.G. Volney Center, Inc.,, a
Delaware corporation  (“A.G. Volney,” the “Company,” “our,” or “we”).
All significant inter-company amounts have been eliminated. In the opinion of
management, the audited financial statements presented herein reflect all
adjustments (consisting only of normal recurring adjustments) necessary for fair
presentation. Interim results are not necessary indicative of results to be
expected for the entire year.
 
 We
prepare our financial statements in accordance with generally accepted
accounting principles (GAAP), which require that management make estimates and
assumptions that affect reported amounts. Actual results could differ from these
estimates.
 Certain
of the statements contained below are forward-looking statements (rather than
historical facts) that are subject to risks and uncertainties that could cause
actual results to differ materially from such forward-looking
statements.
  13
 
 We have
had only limited operations since our renewal in July
2003. We have limited assets of $3,086 as of December 31, 2009.  In
2009 a majority of the assets were in the form of accounts receivable from
customers that purchased merchandise.
 
 If we are
unable to achieve or sustain profitability, or if operating losses increase in
the future, we may not be able to remain a viable company and may have to
discontinue operations. Our expenses have historically exceeded our revenues and
we have had losses in all fiscal years of operation, including those in fiscal
years 2009 and 2008, and the losses are projected to continue in 2010. Our net
losses were $(4,080) and $(39,067) through the fiscal years ended 2009 and 2008,
respectively. We have a cumulative net loss from March 6, 1997 (Date of
Inception) to December 31, 2009 of $(117,371). We have been concentrating on the
development of our products, services and business plan. There is no assurance
that we will be successful in implementing our business plan or that we will be
profitable now or in the future.
 
 CRITICAL
ACCOUNTING POLICIES
 
 The
preparation of financial statements and related disclosures in conformity with
accounting principles generally accepted in the United States of America
requires management to make judgments, assumptions and estimates that affect the
amounts reported in our consolidated financial statements and accompanying
notes. We base our estimates and judgments on historical experience and on
various other assumptions that we believe are reasonable under the
circumstances. However, future events are subject to change, and the best
estimates and judgments routinely require adjustment. The amounts of assets and
liabilities reported in our balance sheet, and the amounts of revenues and
expenses reported for each of our fiscal periods, are affected by estimates and
assumptions which are used for, but not limited to, the accounting for allowance
for doubtful accounts, goodwill and intangible asset impairments,
restructurings, inventory and income taxes. Actual results could differ from
these estimates. The following critical accounting policies are significantly
affected by judgments, assumptions and estimates used in the preparation of our
consolidated financial statements.
 
 GOING
CONCERN QUALIFICATION
 
 In their
Independent Auditor's Report for the fiscal years ending December 31,
2009,  Robison, Hill & Co. stated that several conditions and
events cast substantial doubt about our ability to continue as a “going
concern.”  We have incurred net loses of approximately $(117,371) from
our inception on March 6, 1997 to December 31, 2009.  At December 31,
2009, we had $23 cash on hand, $3,063 in accounts receivable, $0 in inventory
and an accumulated deficit of $(117,371). See “Liquidity and Capital
Resources.”
 
 LIQUIDITY
AND CAPITAL RESOURCES
 
 At
December 31, 2009, we had $23 cash on hand and an accumulated deficit of
$(117,371).Our primary source of liquidity has been from the sales of common
stock and borrowings from a Joseph C. Passalaqua, a principal stockholder and
Mary Passalaqua a principal stockholder. The Company has generated $40,300 from
the sale of common stock. As of December 31, 2009, we have notes payable to
Joseph C. Passalaqua and Mary Passalaqua, both shareholders in the Company, in
the amount $35,722.  These notes bear a simple interest rate of 18%
per annum and are payable upon demand. As of December 31, 2009, the accrued
interest on these notes was $6,387.
 
 Net cash
used in operating activities was $17,035 during the twelve-month period ended
December 31, 2009.  This compares to net cash used in operating
activities of $35,453 for the twelve-month period ended December 31,
2008.
 
 Net cash
provided by investing activities was $0 during twelve-month period ended
December 31, 2009.  This compares to net cash provided by investing
activities of $0 for the twelve-month period ended December 31,
2008.
 
  14
  Net cash
provided by financing activities was $16,229 during twelve-month period ended
December 30, 2009, representing the proceeds from related party notes in the
amount of $16,229. This compares to net cash provided by financing activities of
$35,343 for the twelve-month period ended December 31, 2008, representing the
proceeds from related party notes of $27,993 and $(22,950) subtracted due to the
partial repayment on some of these loans in 2008 and the sale of common stock
totaling $30,300.
 
 Our
expenses to date are largely due to professional fees that include accounting
and legal fees.  In 2009 there was an extinguishment of debt of legal
fees that totaled $30,000.
 
 To date,
we have had minimal revenues; and we require additional financing in order to
finance our business activities on an ongoing basis.  Our future
capital requirements will depend on numerous factors including, but not limited
to, continued progress in finding a merger candidate and the pursuit of business
opportunities. We are actively pursuing alternative financing and have had
discussions with various third parties, although no firm commitments have been
obtained to date.  In the interim, shareholders of the Company have
committed to meet our minimal operating expenses.  We believe that
actions presently being taken to revise our operating and financial requirements
provide them with the opportunity to continue as a “going concern,” although no
assurances can be given.
 
 REVENUE
RECOGNITION POLICIES
 
 The
Company generates revenues by selling products purchased at a discount. The
Company recognizes revenues in accordance with the Securities and Exchange
Commission Staff Accounting Bulletin (SAB) number 104, "Revenue
Recognition."  SAB 104 clarifies application of U. S. generally
accepted accounting principles to revenue transactions.  The Company
recognizes revenue when the earnings process is complete.  That is,
when the arrangements of the goods are documented, the pricing becomes final and
collectibility is reasonably assured. An allowance for bad debt is provided
based on estimated losses. For revenue received in advance for goods, the
Company records a current liability classified as either deferred revenue or
customer deposits. As of the year ended December 31, 2009, there was no deferred
revenue.
 
 COSTS
RELATED TO OUR OPERATION
 
 The
principle costs related to the ongoing operation of the Company’s business
consists of payments made by the Company to wholesale distributors for
merchandise.
 
 NET
LOSS FROM OPERATIONS
 
 We had
net loss after taxes of $(4,080) for the fiscal year ended December 31, 2009 as
compared to a net loss after taxes of $(39,067) for the fiscal year ended
December 31, 2008. This decrease in net loss from 2008 to 2009 was due to an
extinguishment of debt in 2009.
 
 WORKING
CAPTIAL
 
 We had
total assets of $3,086 and total liabilities of $66,857, which results in
working capital deficit of $(63,771)for the fiscal year ended December 31, 2009
as compared to total assets of $8,262 and total liabilities of $67,953 resulting
in a working capital deficit of $(59,691) as of December 31, 2008.
 
  15
  THE
YEAR ENDED DECEMBER 31, 2009 COMPARED TO THE YEAR ENDED DECEMBER 31,
2008
 
 REVENUES
 
 Our total
revenue decreased by $21,661, or approximately 88%, from $24,728 in the year
ended December 31, 2008 to $3,067 in the year ended December 31, 2009. This
decrease was attributable to the decline in demand from our customers for
our products and a decline in sales during the twelve months in 2009 over the
same period in 2008.  The sold merchandise consisted of various types
of overstock merchandise, including candles purchased on the
internet.
 
 COST
OF SALES
 
 Our
overall cost of sales decreased by $20,150, or approximately 95%, from
$21,150 in the year ended December 31, 2008 to $1,000 in the year ended December
31, 2009. This decrease in cost of sales was a direct effect of a decline in
total sales during the twelve months in 2009.  This decline in demand
lead to the Company purchasing a lower amount of inventory over the previous
period in 2008.
 
 OPERATION
AND ADMINISTATIVE EXPENSES
 
 Operating expenses
decreased by $8,558 or approximately 21%, from $40,015 in the year ended
December 31, 2008 to $31,457 in the year ended December 31, 2009. Operating
expenses primarily consist of general and administrative expenses (G&A),
outside services, organizational costs and professional fees. G&A expenses,
made up primarily of office expense and postage and delivery expenses, decreased
by $1,512, from $2,125 in the twelve months ended December 31, 2008 to $613 in
the twelve months ended December 31, 2009. Outside Services made up stock
transfer services and Outside Services, made up of registered agent fees and
incorporation fees, increased by $ 2,479, from $859 in the twelve months ended
December 31, 2008 to $ 3,338 in the twelve months ended December 31, 2009.
Professional fees, made up of accounting and legal fees decreased by $9,525,
from $37,031 in the year ended December 31, 2008 to $27,506 in the year ended
December 31, 2009. These are fees we pay to accountants and attorneys throughout
the year for performing various tasks.  Our expenses to date are
largely due to professional fees that include accounting and legal
fees.  In 2009 there was an extinguishment of debt of legal fees that
totaled $30,000.
 
 COMMON
STOCK
 
 Our board
of directors is authorized to issue 100,000,000 shares of common stock, with a
par value of $0.001. There are an aggregate of 17,330,000 shares of Common Stock
issued and outstanding, which are held by 61 stockholders as of the date of this
Annual Report.  All shares of our common stock have one vote per share
on all matters, including election of directors, without provision for
cumulative voting. The common stock is not redeemable and has no conversion or
preemptive rights. The common stock currently outstanding is validly issued,
fully paid and non-assessable. In the event of liquidation of the Company, the
holders of common stock will share equally in any balance of the Company's
assets available for distribution to them after satisfaction of creditors and
preferred stockholders, if any. The holders of our common stock are entitled to
equal dividends and distributions per share with respect to the Common Stock
when, as and if, declared by the board of directors from funds legally
available.
 
 PREFERRED
STOCK
 
 We are authorized to issue 10,000,000
shares of Preferred Stock, with a par value of $0.001.  There are 0
shares of preferred stock issued and outstanding as of the date of this form
10-K.
 
 
  16
  ITEM
7A.  QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
 
 Market
risk is the risk of loss from adverse changes in market prices and rates. The
Company’s market risk arises primarily from the fact that the area in which we
do business is highly competitive and constantly evolving. We face competition
from the larger and more established companies -- from companies that develop
new technology, as well as the many smaller companies throughout the
country.
 
 We face
competition from the larger and more established companies, from companies that
develop new technology, as well as the many smaller companies throughout the
country. For example, the last several years have shown an increase in the use
of larger online sources such as Overstock.com and Ebay.com. These increases cut
into our potential customer base. Companies who have a larger sales force, more
money, larger manufacturing capabilities and greater ability to expand their
markets also cut into our potential customers. Many of our competitors have
longer operating histories, significantly greater financial strength, nationwide
advertising coverage, brand identification and other resources that we do not
have. Our competitors might introduce less expensive or more improved
merchandise. These, as well as other factors, can negatively impact our business
strategy.  The competition from larger overstock companies is a very
serious threat that can result in substantially less revenue.
 
 MILESTONES
 
 We have
set the following milestones to implement our business plan.
 
 · Locate suitable retailers to whom we can resell overstock merchandise
purchased by us over the internet.  We’ve commenced locating suitable
retailers in May 2006.  The Company established three major customers;
Wisteria Antiques, Fountain Treats and Kim’s Country Classics which accounted
for $ 60,917 of the total accumulated sales of $65,414 or 93% of the total
accumulated sales of the Company to date.
 
 · Increase
volume of inventory purchases and resale utilizing retained earnings from the
past 12 to 24 months. The estimated date is December 2010.
 
 To date,
we have not been able to conduct these business affairs without further
capital.
 We do not
anticipate hiring any additional personnel or consultants unless and until
further capital is raised.
 
 ITEM
8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
  17
  
 
 
 
 
 
 
 
 
 
 A .G.
VOLNEY CENTER, INC.
 (A Development
Stage Company)
  -:-
 
 INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS' REPORT
  
 DECEMBER
31, 2009
        
 
 
  18
  
 CONTENTS
 
 
 PageIndependent
      Registered Public Accountants' Report
              F -
      1Balance
      SheetsDecember
      31, 2009 and December 31, 2008
              F -
      2Statements
      of OperationsFor
      the years ended December 31, 2009 and 2008Since
      March 6, 1997 (inception) to December 31, 2009
              F -
      3Statement
      of Stockholders' EquitySince
      March 6, 1997 (inception) to December 31, 2009
              F -
      4Statements
      of Cash FlowsFor
      the years Ended December 31, 2009 and 2008Since
      March 6, 1997 (inception) to December 31, 2009
              F -
      5Notes
      to Financial Statements
              F -
      6
 
  F -
1
  ROBISON, HILL & CO.
                
                
                
                Certified
      Public AccountantsA
      PROFESSIONAL CORPORATIONBRENT
      M. DAVIES, CPADAVID
      O. SEAL, CPAW.
      DALE WESTENSKOW, CPABARRY
      D. LOVELESS, CPASTEPHEN
      M. HALLEY, CPA
 
 
 
 REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To the
Board of Directors and
 Stockholders
of A.G. Volney Center, Inc.
 
 We have
audited the accompanying balance sheets of A.G. Volney Center, Inc. (a
development stage company) as of December 31, 2009 and 2008, and the related
statements of income, stockholders’ equity and cash flows for each of the years
in the two-year period ended December 31, 2009. A.G. Volney Center, Inc.’s
management is responsible for these financial statements. Our responsibility is
to express an opinion on these financial statements based on our
audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of A.G. Volney Center, Inc. as of
December 31, 2009 and 2008, and the results of its operations and its cash flows
for each of the years in the two-year period ended December 31, 2009 in
conformity with accounting principles generally accepted in the United States of
America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 1 to the
financial statements, the Company has incurred net losses of approximately
$117,000, has a liquidity problem and has minimal revenues, which raise
substantial doubt about its ability to continue as a going
concern.  Management’s plans in regard to these matters are also
described in Note 1.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
 
 
 
 /S/ ROBISON, HILL &
CO.
 Robison, Hill & Co.
 Certified
Public Accountants
 
 Salt Lake
City, UT
 February
25, 2010
  F -
2
  A.G. VOLNEY CENTER, INC.(A Development Stage
    Company)BALANCE SHEETSDecember
      31,
                
                
                December
      31,2009
                
                
                2008ASSETSCurrent
      Assets:Cash
                
                $
                23
                
                
                $
                829Accounts
      Receivable
                
                
                3,063
                
                
                
                6,433Inventory
      (at lower of FIFO cost or market)
                
                
                -
                
                
                
                1,000Total
      Current Assets
                
                
                3,086
                
                
                
                8,262TOTAL
      ASSETS
                
                $
                3,086
                
                
                $
                8,262LIABILITIES
      & EQUITYCurrent
      Liabilities:Accounts
      Payable
                
                $
                17,956
                
                
                $
                42,217Related
      Party Payable
                
                
                6,700
                
                
                
                4,431Sales
      Tax Payable
                
                
                92
                
                
                
                55Shareholder
      Loans
                
                
                35,722
                
                
                
                19,493Interest
      Payable
                
                
                6,387
                
                
                
                1,757Total
      Current Liabilities
                
                
                66,857
                
                
                
                67,953Total
      Liabilities
                
                
                66,857
                
                
                
                67,953Stockholders'
      EquityPreferred
      Stock- $.001 par value; 10,000,000 sharesauthorized;
      0 shares outstandingas
      of December 31, 2009 and December 31, 2008
                
                
                -
                
                
                
                -Common
      Stock- $.001 par value; 100,000,000 sharesauthorized;
      17,330,000 shares outstandingas
      of December 31, 2009 and December 31, 2008
                
                
                17,330
                
                
                
                17,330Additional
      Paid-In Capital
                
                
                36,270
                
                
                
                36,270Deficit
      Accumulated During the Development Stage
                
                
                (117,371
                )
                
                
                (113,291
                )Total
      Stockholders' Equity
                
                
                (63,771
                )
                
                
                (59,691
                )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                
                $
                3,086
                
                
                $
                8,262The
      accompanying notes are an integral part of these financial
      statements
  F -
3
  A.G. Volney Center, Inc.(A Development Stage
    Company)STATEMENTS OF OPERATIONSFor
      the Year Ended
                
                
                Cumulative
      SinceDecember
      31,
                
                
                March
      6, 19972009
                
                
                2008
                
                
                (Inception)Revenues:Sales
      Revenue
                
                $
                2,602
                
                
                $
                24,624
                
                
                $
                64,598Related
      Party Sales Revenue
                
                
                465
                
                
                
                104
                
                
                
                816Less:  Cost
      of Goods Sold
                
                
                (1,000
                )
                
                
                (21,150
                )
                
                
                (54,353
                )Gross
      Profit
                
                
                2,067
                
                
                
                3,578
                
                
                
                11,061Expenses:General
      and Administrative
                
                
                613
                
                
                
                2,125
                
                
                
                3,978Accounting
      Fees
                
                
                16,648
                
                
                
                14,600
                
                
                
                53,048Related
      Party Accounting Fees
                
                
                3,463
                
                
                
                4,431
                
                
                
                13,763Legal
      Fees
                
                
                7,395
                
                
                
                18,000
                
                
                
                60,395Organizational
      Costs
                
                
                -
                
                
                
                700
                
                
                
                14,280Outside
      Services
                
                
                3,338
                
                
                
                159
                
                
                
                4,531Total
      Expenses
                
                
                31,457
                
                
                
                40,015
                
                
                
                149,995Operating
      Income (Loss)
                
                
                (29,390
                )
                
                
                (36,437
                )
                
                
                (138,934
                )Other
      (Income) ExpenseExtinguishment
      of Liabilities
                
                
                30,000
                
                
                
                -
                
                
                
                30,000Interest,
      Net
                
                
                (4,630
                )
                
                
                (2,430
                )
                
                
                (7,209
                )Total
      Other Income (Expense)
                
                
                25,370
                
                
                
                (2,430
                )
                
                
                22,791Net
      Loss Before Taxes
                
                
                (4,020
                )
                
                
                (38,867
                )
                
                
                (116,143
                )Franchise
      Tax
                
                
                (60
                )
                
                
                (200
                )
                
                
                (1,228
                )Net
      Income (Loss)
                
                $
                (4,080
                )
                
                $
                (39,067
                )
                
                $
                (117,371
                )Basic
      & Diluted Loss per Share
                
                $
                (0.00
                )
                
                $
                (0.00
                )Weighted
      Average SharesOutstanding
                
                
                17,300,000
                
                
                
                16,435,479The
      accompanying notes are an integral part of these financial
      statements
  F -
4
  A. G. VOLNEY CENTER, INC.(A Development Stage
    Company)STATEMENT OF STOCKHOLDERS'
      EQUITYDeficitAccumulatedSince
                
                
                TotalMarch
      6,
                
                
                Stockholders'Common
      Stock
                
                
                
                
                
                Paid
      in
                
                
                1997
                
                
                EquityShares
                
                
                Par
      Value
                
                
                Capital
                
                
                (Inception)
                
                
                DeficiencyBalance
      at March 6, 1997 (Inception)
                
                
                1,210
                
                
                $
                12,100
                
                
                $
                -
                
                
                $
                -
                
                
                $
                12,100Net
      Loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (12,100
                )
                
                
                (12,100
                )Balance
      at December 31, 1997
                
                
                1,210
                
                
                
                12,100
                
                
                
                -
                
                
                
                (12,100
                )
                
                
                -Balance
      at December 31, 2002as originally reported
                
                
                1,210
                
                
                
                12,100
                
                
                
                -
                
                
                
                (12,100
                )
                
                
                -July
      29, 2003 10,000:1 Forward Stock Split
                
                
                12,098,790
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Restated
      Balance at December 31, 2002
                
                
                12,100,000
                
                
                
                12,100
                
                
                
                -
                
                
                
                (12,100
                )
                
                
                -Stock
      issued for Services July 31, 2003
                
                
                1,200,000
                
                
                
                1,200
                
                
                
                -
                
                
                
                -
                
                
                
                1,200Net
      Loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (1,200
                )
                
                
                (1,200
                )Balance
      at December 31, 2003
                
                
                13,300,000
                
                
                
                13,300
                
                
                
                -
                
                
                
                (13,300
                )
                
                
                -Stock
      issued for Cash, February 26, 2004
                
                
                100,000
                
                
                
                100
                
                
                
                900
                
                
                
                -
                
                
                
                1,000Stock
      issued for Cash, March 02, 2004
                
                
                500,000
                
                
                
                500
                
                
                
                4,500
                
                
                
                -
                
                
                
                5,000Stock
      issued for Cash, March 12, 2004
                
                
                100,000
                
                
                
                100
                
                
                
                900
                
                
                
                -
                
                
                
                1,000Net
      Loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (1,717
                )
                
                
                (1,717
                )Balance
      at December 31, 2004
                
                
                14,000,000
                
                
                
                14,000
                
                
                
                6,300
                
                
                
                (15,017
                )
                
                
                5,283Stock
      issued for Cash, October 23, 2005
                
                
                100,000
                
                
                
                100
                
                
                
                900
                
                
                
                -
                
                
                
                1,000Stock
      issued for Cash, October 31, 2005
                
                
                100,000
                
                
                
                100
                
                
                
                900
                
                
                
                -
                
                
                
                1,000Net
      Loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (412
                )
                
                
                (412
                )Balance
      at December 31, 2005
                
                
                14,200,000
                
                
                
                14,200
                
                
                
                8,100
                
                
                
                (15,429
                )
                
                
                6,871Stock
      issued for Cash, February 13, 2006
                
                
                100,000
                
                
                
                100
                
                
                
                900
                
                
                
                -
                
                
                
                1,000Net
      Loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (14,983
                )
                
                
                (14,983
                )Balance
      at December 31, 2006
                
                
                14,300,000
                
                
                
                14,300
                
                
                
                9,000
                
                
                
                (30,412
                )
                
                
                (7,112
                )Net
      Loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (43,812
                )
                
                
                (43,812
                )Balance
      at December 31, 2007
                
                
                14,300,000
                
                
                
                14,300
                
                
                
                9,000
                
                
                
                (74,224
                )
                
                
                (50,924
                )Stock
      issued for Cash, April 11, 2008
                
                
                1,030,000
                
                
                
                1,030
                
                
                
                9,270
                
                
                
                -
                
                
                
                10,300Stock
      issued for Cash, April 22, 2008
                
                
                1,000,000
                
                
                
                1,000
                
                
                
                9,000
                
                
                
                -
                
                
                
                10,000Stock
      issued for Cash, April 23, 2008
                
                
                500,000
                
                
                
                500
                
                
                
                4,500
                
                
                
                -
                
                
                
                5,000Stock
      issued for Cash, April 24, 2008
                
                
                500,000
                
                
                
                500
                
                
                
                4,500
                
                
                
                -
                
                
                
                5,000Net
      Loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (39,067
                )
                
                
                (39,067
                )Balance
      at December 31, 2008
                
                
                17,330,000
                
                
                
                17,330
                
                
                
                36,270
                
                
                
                (113,291
                )
                
                
                (59,691
                )Net
      Loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (4,080
                )
                
                
                (4,080
                )Balance
      at December 31, 2009
                
                
                17,330,000
                
                
                $
                17,330
                
                
                $
                36,270
                
                
                $
                (117,371
                )
                
                $
                (63,771
                )The
      accompanying notes are an integral part of these financial
      statements
  F -
5
  A.G. VOLNEY CENTER, INC.(A Development Stage
    Company)STATEMENT OF CASH FLOWSCumulativesinceFor
      the Year Ended
                
                
                March
      6,December
      31,
                
                
                19972009
                
                
                2008
                
                
                (Inception)CASH FLOWS FROM OPERATINGACTIVITIES:Net
      Loss
                
                $
                (4,080
                )
                
                $
                (39,067
                )
                
                $
                (117,371
                )Stock
      Issued for Organizational Costs
                
                
                -
                
                
                
                -
                
                
                
                13,300(Increase)
      Decrease in Accounts Receivable
                
                
                3,370
                
                
                
                8,679
                
                
                
                (3,063
                )(Increase)
      Decrease in Inventory
                
                
                1,000
                
                
                
                84
                
                
                
                -Increase
      (Decrease) in Accounts Payable
                
                
                (24,261
                )
                
                
                (9,784
                )
                
                
                17,956Increase
      (Decrease) in Related Party Payable
                
                
                2,269
                
                
                
                3,318
                
                
                
                6,700Increase
      (Decrease) in Sales Tax Payable
                
                
                37
                
                
                
                9
                
                
                
                92(Increase)
      Decrease in Accrued Interest
                
                
                4,630
                
                
                
                1,308
                
                
                
                6,387Net
      Cash Used in Operating Activities
                
                
                (17,035
                )
                
                
                (35,453
                )
                
                
                (75,999
                )CASH FLOWS FROM INVESTINGACTIVITIESNet
      Cash Provided by Investing Activities
                
                
                -
                
                
                
                -
                
                
                
                -CASH FLOWS FROM FINANCINGACTIVITIES:Common
      Stock Issued for Cash
                
                
                -
                
                
                
                30,300
                
                
                
                40,300Payment
      on Shareholder Loan
                
                
                -
                
                
                
                (22,950
                )
                
                
                (22,950
                )Proceeds
      from Shareholder Loan
                
                
                16,229
                
                
                
                27,993
                
                
                
                58,672Net
      Cash Provided by Financing Activities
                
                
                16,229
                
                
                
                35,343
                
                
                
                76,022Net
      (Decrease) Increase inCash
      and Cash Equivalents
                
                
                (806
                )
                
                
                (110
                )
                
                
                23Cash
      and Cash Equivalentsat
      Beginning of Period
                
                
                829
                
                
                
                939
                
                
                
                -Cash
      and Cash Equivalentsat
      End of Period
                
                $
                23
                
                
                $
                829
                
                
                $
                23SUPPLEMENTAL DISCLOSURE OF CASH FLOW
      INFORMATION:Cash
      paid during the year for:Interest
                
                $
                -
                
                
                $
                1,121
                
                
                $
                1,121Franchise
      and Income Taxes
                
                $
                60
                
                
                $
                200
                
                
                $
                1,228SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
      FINANCING ACTIVITIESStock
      Issued for Services
                
                $
                -
                
                
                $
                -
                
                
                $
                13,300The
      accompanying notes are an integral part of these financial
      statements
  F -
6
 A.G. VOLNEY CENTER,
INC.
 (A Development Stage
Company)
 NOTES TO FINANCIAL
STATEMENTS
 
 NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 This
summary of accounting policies for A.G. Volney Center, Inc. (a development stage
company) is presented to assist in understanding the Company's financial
statements.  The accounting policies conform to generally accepted
accounting principles and have been consistently applied in the preparation of
the financial statements.
 
 Nature of Operations and
Going Concern
 
 The
accompanying financial statements have been prepared on the basis of accounting
principles applicable to a “going concern”, which assume that  A. G.
Volney Center, Inc. (hereto referred to as the “Company”) will continue in
operation for at least one year and will be able to realize its assets and
discharge its liabilities in the normal course of operations.
 
 Several
conditions and events cast doubt about the Company’s ability to continue as a
“going concern.”  The Company has incurred net losses of approximately
$117,000 for the period from March 6, 1997 (inception) to December 31, 2009, has
an accumulated deficit, has recurring losses, has minimal revenues and requires
additional financing in order to finance its business activities on an ongoing
basis.  The Company’s future capital requirements will depend on
numerous factors including, but not limited to, continued progress in finding a
merger candidate and the pursuit of business opportunities. The Company is
actively pursuing alternative financing and has had discussions with various
third parties, although no firm commitments have been obtained.  In
the interim, shareholders of the Company have committed to meeting its minimal
operating expenses.  Management believes that actions presently being
taken to revise the Company’s operating and financial requirements provide them
with the opportunity to continue as a “going concern”
 
 These
financial statements do not reflect adjustments that would be necessary if the
Company were unable to continue as a “going concern”.  While
management believes that the actions already taken or planned, will mitigate the
adverse conditions and events which raise doubt about the validity of the “going
concern” assumption used in preparing these financial statements, there can be
no assurance that these actions will be successful.  If the Company
were unable to continue as a “going concern,” then substantial adjustments would
be necessary to the carrying values of assets, the reported amounts of its
liabilities, the reported revenues and expenses, and the balance sheet
classifications used.
 
 F -
7
 
 
 A.G. VOLNEY CENTER,
INC.
 (A Development Stage
Company)
 NOTES TO FINANCIAL
STATEMENTS
 (Continued)
 
 NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 Organization and Basis of
Presentation
 
 The
Company was incorporated under the laws of the State of Delaware on March 6,
1997 under the name Lottlink Technologies, Inc.  On July 29, 2003 the
Articles of Incorporation were amended to change the Company’s name to A.G.
Volney Center, Inc. The Company is to serve as a vehicle to effect a merger,
exchange of capital stock, asset acquisition, or other business combination with
a domestic or foreign private business.  Since March 6, 1997, the
Company is in the development stage, and has not commenced planned principal
operations.  The Company has a December 31 year end.
 
 Nature of
Business
 
 The
Company was formed for the purpose of acquiring products from manufacturers
(factory overruns) and retailers (overstocks) and marketing the lower priced
merchandise to the retail public and wholesalers. It is anticipated that we can
sell the products at a substantial discount below wholesale prices for similar
products.
 
 The
Company’s principal executive offices are located at 124 Lincoln Ave. South
Liverpool, NY  13088. Our telephone number is (315)
703-9012.
 
 Cash and Cash
Equivalents
 
 For
purposes of the statement of cash flows, the Company considers all highly liquid
debt instruments purchased with a maturity of three months or less to be cash
equivalents to the extent the funds are not being held for investment
purposes.
 
  F -
8
  A.G. VOLNEY CENTER,
INC.
 (A Development Stage
Company)
 NOTES TO FINANCIAL
STATEMENTS
 (Continued)
 
 NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 Revenue
Recognition
 
 The
Company generates revenues by selling products purchased at a discount. The
Company recognizes revenues in accordance with the Securities and Exchange
Commission Staff Accounting Bulletin (SAB) number 104, "Revenue
Recognition."  SAB 104 clarifies application of U. S. generally
accepted accounting principles to revenue transactions.  The Company
recognizes revenue when the earnings process is complete.  That is,
when the arrangements of the goods are documented, the pricing becomes final and
collectibility is reasonably assured. An allowance for bad debt is provided
based on estimated losses. For revenue received in advance for goods, the
Company records a current liability classified as either deferred revenue or
customer deposits. As of the years ended December 31, 2009 and 2008, there was
no deferred revenue.
 
 Allowance for Doubtful
Accounts
 
 The
Company recognizes an allowance for doubtful accounts to ensure accounts
receivable are not overstated due to uncollectibility. Bad debt reserves are
maintained for all customers based on a variety of factors, including the length
of time the receivables are past due, significant one-time events and historical
experience. An additional reserve for individual accounts is recorded when the
Company becomes aware of a customer’s inability to meet its financial
obligation, such as in the case of bankruptcy filings or deterioration in the
customer’s operating results or financial position.  If circumstances
related to customers change, estimates of the recoverability of receivables
would be further adjusted. As of December 31, 2009 and 2008, the Company has
determined an allowance for doubtful accounts is not necessary.
 
 Concentration of Credit
Risk
 
 The
Company has no significant off-balance-sheet concentrations of credit risk such
as foreign exchange contracts, options contracts or other foreign hedging
arrangements.  The Company had cash and cash equivalents of $23 and
$829 as of December 31, 2009 and 2008 all of which was fully covered by federal
depository insurance.
   F -
9
  A.G. VOLNEY CENTER,
INC.
 (A Development Stage
Company)
 NOTES TO FINANCIAL
STATEMENTS
 (Continued)
 
 NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 Pervasiveness of
Estimates
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles required management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period.  Actual results could differ from those
estimates.
 
 Inventories
 
 Inventories
are valued at the lower of cost or market, with cost determined on a first-in,
first-out basis and market based upon the replacement cost or realizable
value.  Inventories consisted of the following amounts.
 
 December
      31,2009
                
                
                2008Candles
                
                $
                0
                
                
                $
                1,000Total
                
                $
                0
                
                
                $
                1,000
 
 Loss per
Share
 
 Basic
loss per share has been computed by dividing the loss for the year applicable to
the common stockholders’ by the weighted average number of common shares
outstanding during the years.  There were no common equivalent shares
outstanding at December 31, 2009 and 2008.
 
 Major
Supplier
 
 During
the year ended December 31, 2009 the company did not make any
purchases.  During the year ended December 31, 2008 one supplier,
Seven Oceans Enterprises, Inc. accounted for 100% of the inventory
purchased.  The loss of this supplier would adversely impact the
business of the Company.
  F -
10
 
 A.G. VOLNEY CENTER,
INC.
 (A Development Stage
Company)
 NOTES TO FINANCIAL
STATEMENTS
 (Continued)
 
 NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 Major
Customers
 
 During
the year ended December 31, 2009, one major customer accounted for 85% of the
Company’s revenues.  The Company had revenues of $2,602 from Fountain
Treats.  The total revenues for December 31, 2009 were
$3,067.
 
 Financial
Instruments
 
 The
Company’s financial assets and liabilities consist of cash, accounts receivable,
and accounts payable. Except as otherwise noted, it is management’s opinion that
the Company is not exposed to significant interest or credit risks arising from
these financial instruments. The fair values of these financial instruments
approximate their carrying values due to the short-term maturities of these
instruments.
 
 Income
Taxes
 
 The
Company accounts for income taxes under the provisions of SFAS No.109,
“Accounting for Income Taxes.”  SFAS No.109 requires recognition of
deferred income tax assets and liabilities for the expected future income tax
consequences, based on enacted tax laws, of temporary differences between the
financial reporting and tax bases of assets and liabilities.
 
 Reclassification
 
 Certain
reclassifications have been made in the 2008 financial statements to conform to
the December 31, 2009 presentation.
 
 Recent Accounting
Standards
 
 In
October 2009, the Financial Accounting Standards Board (“FASB”) issued
Accounting Standards Update 2009-13 (ASU 2009-13), which provided an update to
ASC 605.  ASU 2009-13 addresses how to separate deliverables and how
to measure and allocate arrangement consideration to one or more units of
accounting in multiple-deliverable arrangements. The amendments in this update
will be effective prospectively for revenue arrangements entered into or
materially modified in fiscal years beginning on or after June 15, 2010. The
Company is currently evaluating the impact that this update will have on its
Financial Statements.
 
  F -
11
  A.G.
VOLNEY CENTER, INC.
 (A Development Stage
Company)
 NOTES TO FINANCIAL
STATEMENTS
 (Continued)
 
 NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 Recent Accounting Standards
(Continued)
 
 In June
2009, the FASB created the Accounting Standards Codification, which is codified
as ASC 105.  ASC 105 establishes the codification as the single
official non-governmental source of authoritative accounting principles (other
than guidance issued by the SEC) and supersedes and effectively replaces
previously issued GAAP hierarchy framework.  All other literature that
is not part of the codification will be considered
non-authoritative.  The codification is effective for interim and
annual periods ending on or after September 15, 2009.  The Company has
applied the codification, as required, beginning with the 2009 Form
10-K.  The adoption of the codification did not have a material impact
on the Company’s financial position, results of operations or cash
flows.
 
 In June
2009, the FASB updated ASC 855, which established principles and requirements
for subsequent events.  This guidance details the period after the
balance sheet date which the Company should evaluate events or transactions that
may occur for potential recognition or disclosure in the financial statements,
the circumstances under which the Company should recognize events or
transactions occurring after the balance sheet date in its financial statements
and the required disclosures for such events.  ASC 855 is effective
for interim and annual periods ending after June 15, 2009.  The
implementation of ASC 855 did not have a material effect on the Company’s
financial statements.  The Company adopted ASC 855, and has evaluated
all subsequent events through February 25, 2010.
 
 In April
2009, the FASB updated ASC 820 to provide additional guidance for estimating
fair value when the volume and level of activity for the asset or liability have
decreased significantly.  ASC 820 also provides guidance on
identifying circumstances that indicate a transaction is not orderly. The
implementation of ASC 820 did not have a material effect on the Company’s
financial statements.
 
 In April
2009, the FASB updated ASC 825 regarding interim disclosures about fair value of
financial instruments.  ASC 825 requires disclosures about fair value
of financial instruments in interim reporting periods of publicly traded
companies that were previously only required to be disclosed in annual financial
statements. The implementation of ASC 825 did not have a material effect on the
Company’s financial statements.
 
  F -
12
  A. G. VOLNEY CENTER,
INC.
 (A Development Stage
Company)
 NOTES TO FINANCIAL
STATEMENTS
 (Continued)
 
 NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 Recent Accounting Standards
(Continued)
 
 In April
2009, the FASB updated ASC 320 for proper recognition and presentation of
other-than-temporary impairments.  ASC 320 provides additional
guidance designed to create greater clarity and consistency in accounting for
and presenting impairment losses on securities.  The implementation of
ASC 320 did not have a material effect on the Company’s consolidated financial
statements.
 
 NOTE 2 - INCOME
TAXES
 
 As of
December 31, 2009, the Company had a net operating loss carry forward for income
tax reporting purposes of approximately $104,000 that may be offset against
future taxable income through 2029.  Current tax laws limit the amount
of loss available to be offset against future taxable income when a substantial
change in ownership occurs.  Therefore, the amount available to offset
future taxable income may be limited.  No tax benefit has been
reported in the financial statements, because the Company believes there is a
50% or greater chance the carry-forwards will expire
unused.  Accordingly, the potential tax benefits of the loss
carry-forwards are offset by a valuation allowance of the same
amount.
  2009
                
                
                2008Net
      Operating Losses
                
                $
                15,600
                
                
                $
                15,000Valuation
      Allowance
                
                
                (15,600
                )
                
                
                (15,000
                )$
                -
                
                
                $
                -
 
 The
provision for income taxes differs from the amount computed using the federal US
statutory income tax rate as follows:
 
 2009
                
                
                2008Provision
      (Benefit) at US Statutory Rate
                
                $
                600
                
                
                $
                5,861Increase
      (Decrease) in Valuation Allowance
                
                
                (600
                )
                
                
                (5,861
                )$
                -
                
                
                $
                -
 
 The
Company evaluates its valuation allowance requirements based on projected future
operations.  When circumstances change and causes a change in
management's judgment about the recoverability of deferred tax assets, the
impact of the change on the valuation is reflected in current
income.
  F -
13
  A.G. VOLNEY CENTER,
INC.
 (A Development Stage
Company)
 NOTES TO FINANCIAL
STATEMENTS
 (Continued)
 
 NOTE 3 - DEVELOPMENT STAGE
COMPANY
 
 The
Company has not begun principal operations and as is common with a development
stage company, the Company will have recurring losses during its development
stage.  The Company's financial statements are prepared using
generally accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business.  However, the Company does not have
significant cash or other material assets, nor does it have an established
source of revenues sufficient to cover its operating costs and to allow it to
continue as a going concern.  In the interim, shareholders of the
Company have committed to meeting its minimal operating expenses.
 
 NOTE 4 – UNCERTAIN TAX
POSITIONS
 
 Effective
January 1, 2007, the Company adopted the provisions of FASB Interpretation No.
48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB
Statement No. 109” (“FIN 48”). FIN 48 prescribes a recognition threshold and a
measurement attribute for the financial statement recognition and measurement of
tax positions taken or expected to be taken in a tax return. For those benefits
to be recognized, a tax position must be more-likely-than-not to be sustained
upon examination by taxing authorities. The adoption of the provisions of FIN 48
did not have a material impact on the company’s financial position and results
of operations. At January 1, 2008, the company had no liability for unrecognized
tax benefits and no accrual for the payment of related interest.
 
 Interest
costs related to unrecognized tax benefits are classified as “Interest expense,
net” in the accompanying statements of operations. Penalties, if any, would be
recognized as a component of “Selling, general and administrative expenses”. The
Company recognized $0 of interest expense related to unrecognized tax benefits
during 2008.  In many cases the company’s uncertain tax positions are
related to tax years that remain subject to examination by relevant tax
authorities.
 
 With few
exceptions, the company is generally no longer subject to U.S. federal, state,
local or non-U.S. income tax examinations by tax authorities for years before
2006. The following describes the open tax years, by major tax jurisdiction, as
of January 1, 2009:
 
 United
      States (a)
                
                2006–
      Present
 
 (a)
                Includes
      federal as well as state or similar local jurisdictions, as
      applicable.
 
  F -
14
  A.G. VOLNEY CENTER,
INC.
 (A Development Stage
Company)
 NOTES TO FINANCIAL
STATEMENTS
 (Continued)
 
 NOTE 5 – EXTINGUISHMENT OF
LIABILITIES
 
 As of
December 31, 2009, the Company negotiated a $30,000 reduction in accounts
payable for legal services accrued in 2007.  This reduction has been
recorded as a reduction to accounts payable on the accompanying balance sheet as
of December 31, 2009 and as an extinguishment of liabilities on the accompanying
statements of operations and cash flows for the year ended December 31,
2009.
 
 NOTE 6 -
COMMITMENTS
 
 As of
December 31, 2009, all activities of the Company have been conducted by
corporate officers from either their homes or business
offices.  Currently, there are no outstanding debts owed by the
company for the use of these facilities and there are no commitments for future
use of the facilities.
 
 NOTE 7 – RELATED PARTY
TRANSACTIONS
 
 As of
December 31, 2009, Inna Sheveleva, shareholder of the Company and David Stever,
President and shareholder of the Company, were customers of the Company
accounting for 15% of the sales revenue for the period. As of December 31, 2009,
the Company has a Related Party Accounts Receivable in the amount of $461 due
from David Stever.
 
 As of
December 31, 2009, two major shareholders, Joseph C. Passalaqua and Mary
Passalaqua, loaned the Company $35,722.  These loans are payable on
demand and carry a simple interest rate of 18% per annum. In 2008, a partial
repayment to Joseph C. Passalqua was made to both principle and interest. As of
December 31, 2009 there was $6,387 of interest due on the notes.
 
 As of
December 31, 2009, the Company currently has a Related Party Accounts Payable in
the amount of $6,700 due to Lyboldt-Daly, Inc. for Bookkeeping
expenses.  Joseph Passalaqua (a major shareholder and an in-law to
Stephanie Passalaqua officer of the Company) is President and Sole Director of
Lyboldt-Daly, Inc.  Total bookkeeping services during the year ended
December 31, 2009 were $3,463.
 
  F -
15
  A.G. VOLNEY CENTER,
INC.
 (A Development Stage
Company)
 NOTES TO FINANCIAL
STATEMENTS
 (Continued)
 
 NOTE 7 – RELATED PARTY
TRANSACTIONS (Continued)
 
 During
2003, the Company issued 400,000 shares to David F. Stever, President of the
Company/ Director, for services rendered.
 
 During
2003, the Company issued 400,000 shares to Samantha Ford, Secretary of the
Company/ Director, for services rendered.
 
 During
2003, the Company issued 400,000 shares to John J. Connolly, Director of the
Company, for services rendered.
 
 NOTE 8- COMMON STOCK
TRANSACTIONS
 
 On March
6, 1997, the Company issued 1,210 shares of no par common stock for
services.  Shares were valued at $10 per share.
 
 On April
7, 1997, the Board of Directors amended the Certificate of Incorporation by
changing the total authorized stock to 25 million shares with a par value of
$.001 per share. This Amendment was not filed or effective until July 29,
2003.
 
 On July
29, 2003, the Board of Directors authorized a 10,000 for 1 forward stock
split.
 
 On July
31, 2003, the Company issued 1,200,000 shares to the Directors of the Company
for services rendered. Shares were issued for $.001 per share
 
 On
February 26, 2004, the Company issued 100,000 shares of common stock for
cash.  Shares were issued for $.01 per share
 
 On March
02, 2004, the Company issued 500,000 shares of common stock for
cash.  Shares were issued for $.01 per share
 
 On March
12, 2004, the Company issued 100,000 shares of common stock for
cash.  Shares were issued for $.01 per share
 
 On
October 23, 2005, the Company issued 100,000 shares of common stock for
cash.  Shares were issued for $.01 per share.
 
 On
October 31, 2005, the Company issued 100,000 shares of common stock for
cash.  Shares were issued for $.01 per share.
  F -
16
  A.G. VOLNEY CENTER,
INC.
 (A Development Stage
Company)
 NOTES TO FINANCIAL
STATEMENTS
 (Continued)
 
 NOTE 8- COMMON STOCK
TRANSACTIONS (Continued)
 
 On
February 13, 2006, the Company issued 100,000 shares of common stock for
cash.  Shares were issued for $.01 per share.
 
 On April
11, 2008, the Company issued 1,030,000 shares of common stock for
cash.  Shares were issued for $.01 per share.
 
 On April
22, 2008, the Company issued 1,000,000 shares of common stock for
cash.  Shares were issued for $.01 per share.
 
 On April
23, 2008, the Company issued 500,000 shares of common stock for
cash.  Shares were issued for $.01 per share.
 
 On April
24, 2008, the Company issued 500,000 shares of common stock for
cash.  Shares were issued for $.01 per share.
 
 NOTE 9 – SUBSEQUENT
EVENTS
 
 A. G.
Volney Center, Inc. evaluated all events subsequent to December 31, 2009 through
February 25, 2010 and concluded that there are no significant or material
transactions to be reported for the period from January 1, 2010 to February 25,
2010.
   F -
17
 
 ITEM
9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUTING AND
FINANCIAL DISCLOSURE
 
 Not
Applicable.
 
 ITEM 9A.  CONTROLS AND
PROCEDURES
 
 The Company's Chief
Executive Officer is responsible for establishing and maintaining disclosure
controls and procedures for the Company.
 
 EVALUATION
OF DISCLOSURE CONTROLS AND PROCEDURES
 
 Our
disclosure controls and procedures are designed to ensure that information
required to be disclosed in reports that we file or submit under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the rules and forms of the United States Securities
and Exchange Commission.  Our Chief Executive Officer and Chief
Financial Officer have reviewed the effectiveness of our “disclosure controls
and procedures” (as defined in the Securities Exchange Act of 1934 Rules
13a-15(f) and 15d-15(f) as of the end of the period covered by this report and
have concluded that the disclosure controls and procedures are effective to
ensure that material information relating to the Company is recorded, processed,
summarized, and reported in a timely manner.  There were no
significant changes in our internal controls or in other factors that could
significantly affect these controls subsequent to the last day they were
evaluated by our Chief Executive Officer and Chief Financial
Officer.
 
 CHANGES
IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
 
 There
have been no changes in the Company’s internal control over financial reporting
during the last quarterly period covered by this report that have materially
affected, or are reasonably likely to materially affect, the Company’s internal
control over financial reporting.
 
 REPORT
OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
 
 Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting for the company. Internal control over
financial reporting is a process to provide reasonable assurance regarding the
reliability of our financial reporting for external purposes in accordance with
accounting principles generally accepted in the United States of America.
Internal control over financial reporting includes maintaining records that in
reasonable detail accurately and fairly reflect our transactions; providing
reasonable assurance that transactions are recorded as necessary for preparation
of our financial statements; providing reasonable assurance that receipts and
expenditures of company assets are made in accordance with management
authorization; and providing reasonable assurance that unauthorized acquisition,
use or disposition of company assets that could have a material effect on our
financial statements would be prevented or detected on a timely basis. Because
of its inherent limitations, internal control over financial reporting is not
intended to provide absolute assurance that a misstatement of our financial
statements would be prevented or detected.
 
 Although
management did not conduct an evaluation of the effectiveness of our internal
control over financial reporting based on the framework in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission, it has concluded that notwithstanding the foregoing, the
Company’s internal controls over financial reporting are sufficient. As noted in
this Annual Report, we have limited resources available. As we obtain additional
funding and employ additional personnel, we will implement programs, such as
Internal Control – Integrated
Framework , to ensure the proper segregation of duties and reporting
channels.
 
  36
  Our
independent public accountant, Robinson, Hill & Company, has not conducted
an audit of our controls and procedures regarding internal control over
financial reporting. Consequently, Robinson, Hill & Company expresses no
opinion with regards to the effectiveness or implementation of our controls and
procedures with regards to internal control over financial
reporting.
 
 ITEM 9B.  OTHER
INFORMATION .
 
 None.
 
 37
 
 PART
III.
 
 ITEM 10. DIRECTORS EXECUTIVE OFFICERS, AND
CORPORATE GOVERNANCE
 
 The
following table sets forth the names and ages of our current directors,
executive officers and key consultants as well as the principal offices and
positions held by each person. We are managed by our Board of Directors.
Currently, the Board has two members. Our executive officers serve at the
discretion of the Board of Directors. There are no family relationships between
any of the directors and executive officers. In addition, there was no
arrangement or understanding between any executive officer and any other person
pursuant to which any person was selected an executive officer.
 Name
              Age
              Position
              Director
      SinceDavid
      F. Stever
              64
              President,
      Chief Executive Officer, Chief Financial Officer and
    Director
              July
      2003Samantha
      M. Ford
              26
              Secretary
      and Director
              December  2009
 
 The
following biographies describe the business experience of our directors,
executive officers, managers and key consultants.
 
 David F.
Stever, an officer and director, spent twelve years in customer service
and sales with Allegheny Airlines, and the last six years in a supervisory
capacity. He subsequently formed and ran a travel company which required
substantial negotiation of bulk purchases and sales as well as individual travel
plans. In addition Mr. Stever owned and managed Happy Journey's Travel, Inc. a
travel agency for over 25 years. He has also acted as an officer and director of
the Syracuse Rose Society, an association which purchases bulk for resale to
members and others as fund raisers.
 
 Samantha M.
Ford, an officer and director, has approximately two years experience as
an associate in a major retail chain and two years experience as an assistant
manager at a Thrift Store. Ms. Ford is a high school graduate who worked as a
sales associate in retail chains while still in high school. She also has
bookkeeping and sales experience in the retail trade business. She also received
experience as a cashier for Sam's Club. From the spring of 1999 through the fall
of 2001, she was Secretary for Sigma Alpha Chi sorority while attending college
full-time and holding a part-time job on campus. In 2002, she moved back to
Syracuse, New York and was hired as the assistant manager of the Salvation Army
Thrift Store. Subsequently, Ms. Ford worked for AAA of Western and Central NY as
an Emergency Roadside Assistance Representative. She started a family and was a
stay at home mother from February 2003 through October of 2005. She then
re-entered the workforce and is Secretary of A.G. Volney Center,
Inc.  Ms. Ford currently also works part-time for a medical
transportation company.
 
 The Board
of Directors has determined that A.G. Volney does not have a financial expert on
its audit committee due to the small size and scope of the issuer's current
status. The management experience of Mr. Stever  requires the exercise
of fiscal management in which degree will be required to manage A.G. Volney
Center, Inc. in its growth over the next two years. Directors are elected
annually or until their respective successors are elected and
qualify
 
  38
  COMPLIANCE WITH SECTION 16(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
 Section 16(a)
of the Exchange Act requires the Company’s directors and officers, and persons
who beneficially own more than 10% of a registered class of the Company’s equity
securities, to file reports of beneficial ownership and changes in beneficial
ownership of the Company’s securities with the SEC of forms 3, 4 and 5.
Officers, directors and greater than 10% stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.
 
 Item 405
of Regulation S-B requires every small business issuer that has a class of
equity securities registered pursuant to Section 12 of the Exchange Act to
identify each person who, at any time during the fiscal year, was a director,
officer or beneficial owner of more than 10 percent of any class of equity
securities registered pursuant to Section 12 of the Exchange Act that failed to
file on a timely basis, as disclosed in the above forms as well as other
information.  From the effective date our Registration Statement on
Form 10-SB (File No.: 0-52269) on December 18, 2006 through December 31, 2009,
our executive officer and directors: David F. Stever (CEO, President and CFO),
Samantha M. Ford (Secretary and Treasurer) and John J. Connelly and the
stockholders listed in Item 12 who beneficially own more than 10% of our common
stock have filed Forms 3, 4 or 5 with the Securities and Exchange
Commission.
 
 CODE
OF ETHICS
 
 We have
not adopted a Code of Business Conduct and Ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions in that our officers and
directors serves in all the above capacities.
 
 NOMINATING
COMMITTEE
 
 We have
not adopted any procedures by which security holders may recommend nominees to
our Board of Directors.
 
 AUDIT
COMMITTEE
 
 Our
Board of Directors acts as our audit committee. We do not have a qualified
financial expert at this time, because we have not been able to hire a qualified
candidate. Further, we believe that we have inadequate financial resources at
this time to hire such an expert.
 
 ITEM
11.    EXECUTIVE
COMPENSATION
 
 During
the last fiscal year ended December 31, 2009, no compensation has been awarded
to, earned by or paid to our officers or directors. Management has agreed to act
without compensation until authorized by the Board of Directors, which is not
expected to occur until we have generated revenues from operations. As of the
date of this registration statement, we have no funds available to pay officers
or directors. Further, our officers and directors are not accruing any
compensation pursuant to any agreement with us.
 
 None of
our officers or directors has received any cash remuneration. Officers will not
receive any remuneration upon completion of an offering until the consummation
of an acquisition. No remuneration of any nature has been paid for or on account
of services rendered by a director in such capacity. None of the officers and
directors intends to devote more than a few hours a week to our
affairs..
 
 No
retirement, pension, profit sharing, stock option or insurance programs or other
similar programs have been adopted by us for the benefit of our employees. There
is no understanding or agreement regarding compensation our management will
receive after a business combination that is required to be included in a table,
or otherwise.
 
  39
  INDEMITY
 
 The
Articles of Incorporation provide for indemnification to the full extent
permitted by the laws of the State of Delaware for each person who becomes a
party to any civil or criminal action or proceeding by reason of the fact that
he, or his testator, or intestate, is or was a director or officer of the
corporation or served any other corporation of any type or kind, domestic or
foreign in any capacity at the request of the corporation.
 
 Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors or officers pursuant to the foregoing provisions, we are
informed that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy, as expressed in the Securities Act and
is, therefore, unenforceable.
 
 EMPLOYMENT
AGREEMENTS
 
 The
Company is not a party to any employment agreements.
 
 ITEM 12.SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
 
 The following table sets
forth information as of the date of this Annual Report with respect to the
beneficial ownership of the Company’s common stock by (i) each person known by
the issuer to be the beneficial owner of more than 5% of the outstanding
common stock which is the only class of stock of the issuer, (ii) each director
of the Company’s board of directors, (iii) each “named executive officer” as
defined in Item 402(a)(2) of Regulation S-B promulgated under the Securities Act
and (iv) the directors and executive officers of the issuer, as a group, without
naming them.
 
 Name and
      Address
              Shares
      Held
              Percentage(1)David
      F. Stever
                124
      Lincoln Ave. S.
                Liverpool.
      NY 13088
              400,000
              2%Samantha
      M. Ford
                410
      Balsam Street
                Liverpool,
      NY 13088
              400,000
              2%Carl
      E. Worboys
                118
      Chatham Rd.
                Syracuse,
      NY  13203
              6,000,000
              35%Joseph
      C. Passalaqua
                106
      Glenwood Dr. S.
                Liverpool,
      NY 13090
              6,000,000
              35%All
      Directors and Executive Officers as a Group (without naming them) (2
      persons)
              800,000
              5%
 
 
 (1) Based
on 17,330,000 shares of common stock issued and outstanding as of December
31, 2009.
 
 None of
the persons listed above have the right to acquire beneficial ownership within
sixty days.
 
  40
  ITEM 13.  CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
 
 As of
December 31, 2009, A.G. Volney incurred a liability to Lyboldt-Daly in the
amount of $6,700.  Lyboldt-Daly completed the bookkeeping and internal
accounting for A.G. Volney, Inc.  Joseph Passalaqua is President of
Lyboldt-Daly and a major shareholder in A.G. Volney, Inc.
 
 As of
December 31, 2009, all activities of A.G. Volney have been conducted by
corporate officers from either their homes or business
offices.  Currently, there are no outstanding debts owed by A.G.
Volney for the use of these facilities and there are no commitments for future
use of the facilities
 
 ITEM 14.  PRINCIPAL
ACCOUNTANT FEES AND SERVICES
 
 We became
a reporting Company when our registration statement became effective on December
18, 2006. Robison Hill & Company ("RHC") is the Company's independent
registered public accountant.
 
 AUDIT
FEES AND AUDIT RELATED FEES
 
 Aggregate
fees billed by the Company's principal accountants, Robison, Hill & Company,
for audit services related to the most recent two fiscal years, and for other
professional services billed in the most recent two fiscal years, were as
follows:
 
 FISCAL
      2009
              FISCAL
      2008Audit
      Fees (1)
              $16,398
              $14,300Tax
      Fees (2)
              $250
              $170Other
      Fees
              None
              None
 
 
 (1)
Comprised of the audit of the Company's annual financial statements and reviews
of the Company's quarterly financial statements, as well as consents related to
and reviews of other documents filed with the Securities and Exchange
Commission.
 
 (2)
Comprised of preparation of all federal and state corporate income tax returns
for the Company and its subsidiaries. Under the Sarbanes-Oxley Act of 2002, all
audit and non-audit services performed by the Company's independent accountants
must now be approved in advance by the Audit Committee to assure that such
services do not impair the accountants' independence from the Company. The
Company does not have an Audit Committee, therefore, the Board of Directors
reviews and approves audit and permissible non-audit services performed by
Robinson, Hill & Company, as well as the fees charged by Robinson, Hill
& Company for such services.
 
 
 We do not
currently have a standing audit committee. The services described above were
approved by our Board of Directors.
 
  41
  ITEM 15. EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES .
 
 (a)           The
following exhibits required by Item 601 of Regulation S-B are filed with this
Annual Report.
 
 Exhibit Number
                 
Description
 
 3
              Certificate
      of Incorporation*3.1
              Certificate
      of Renewal and Revival of Certificate of Incorporation*3.2
              Certificate
      of Amendment of Certificate of Incorporation*3.3
              By-laws*4.1
              Form
      of Common Stock Certificate*31.1
              Certification
      of the Principal Executive Officer and Principal Financial Officer of
      Registrant pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange
      Act of 1934, as amended32.1
              Certification
      of the Principal Executive Officer and Principal Financial Officer of
      Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
      Section 906 of the Sarbanes-Oxley Act of
2002
 
 *Filed as
an exhibit with the Company’s Registration Statement on Form 10-SB filed with
the Commission on October 19, 2006 and incorporated by reference
herein.
 
 (b)           Reports
on Form
8-K.                                           None
 
 
  42
  SIGNATURES
 
 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
 
 A.G.
      VOLNEY CENTER, INC.Date:  February
      25, 2010
              By:
              /s/ DAVID
      F. STEVERDavid
      F. SteverPresident,
      Chief Executive Officer, Chief Financial Officer  and
      Director
                (Principal
      Executive Officer and Principal and Accounting Financial
      Officer)
 
 
 Pursuant to the requirements of the
Securities Exchange Act of 1934, as amended, this   report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.
 
 
 Date:
      February 25, 2010
              Name
              Position/s/  DAVID F. STEVER
                David
      F. Stever
              President,
      Chief Executive Officer and Director
                (Principal
      Executive Officer and Principal Financial Officer)/s/  SAMANTHA F. FORD
                Samantha
      F. Ford
              Secretary
      and Director