UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549  ________________  FORM
10-KSB ________________   |X|
 ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES  EXCHANGE ACT OF 1934  For The
Fiscal Year Ended: December 31, 2007  |_|
 TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR
 15(d)  OF THE  SECURITIES EXCHANGE ACT OF 1934   KINGSWAY CAPITAL, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)  Delaware
52198
26-0380686(State or other jurisdiction of incorporation)
(Commission file number)
(IRS Employer Identification Number)  10529
Slater Ave Fountain Valley, CA 92708 (ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES)   Issuer's
telephone number, Including Area Code: (714) 383-5227  Securities registered pursuant to Section 12(b) of the Act:
None  Securities registered pursuant to Section 12(g) of the Act:  Common
Stock, par value $0.0001 per share  Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act. |_|  Check
whether the Issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. YES |X|  NO |_|  Check
if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendments to this Form 10-KSB. |X|   1     Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act.) YES |X|  NO |_|  The
issuer's revenues for the fiscal year ended December 31, 2007 were $0.  The
aggregate market value of the common stock held by non-affiliates of the issuer
was $0.00 on December 31, 2007.  As of
December 31, 2007, there were 1,390,000 shares of common stock, $.0001 par value
per share, outstanding.  The
following documents are incorporated by reference: None.  Transitional Small Business Disclosure Format (check one): YES |_|
  NO |X|  2     TABLE OF CONTENTS  PART IItem
1   Description of Business
4Item
2   Description of Property
10Item
3   Legal Proceedings
10Item
4   Submission of Matters to a Vote of Security Holders
10PART
IIItem
5   Market for Common Equity and Related Stockholder Matters
11Item
6   Management's Discussion and Analysis or Plan of Operation
11Item
7   Financial Statements
12Item
8   Changes In and Disagreements with Accountants on Accounting
and
Financial
Disclosure
12Item
8A  Controls and Procedures
12Item
8B  Other Information
13PART
IIIItem 9   Directors,
Executive Officers, Promoters and Control Persons;
Compliance
with Section 16(A) of the Exchange Act
13Item
10  Executive Compensation
14Item
11  Security Ownership of Certain Beneficial Owners and Management
15Item
12  Certain Relationships and Related Transactions
15Item
13  Exhibits
15Item
14  Principal Accountant Fees and Services
16SIGNATURES
16     3     PART I  ITEM 1.
  DESCRIPTION OF BUSINESS  (a)
  Business Development  Kingsway Capital, Inc. (the "Company" or the "Registrant") was
incorporated in the State of Delaware on May 31, 2006. Since inception, we have
been engaged in organizational efforts and obtaining initial financing. We were
formed as a vehicle to pursue a business combination and have made no efforts to
identify a possible business combination. As a result, we have not conducted
negotiations or entered into a letter of intent concerning any target business.
Our business purpose is to seek the acquisition of, or merger with, an existing
company.  (b)
  Business of Issuer  Based
on proposed business activities, we are a "blank check" company. The SEC defines
those companies as "any development stage company that is issuing a penny stock,
within the meaning of Section 3 (a)(51) of the Exchange Act, and that has no
specific business plan or purpose, or has indicated that its business plan is to
merge with an unidentified company or companies." Many states have enacted
statutes, rules and regulations limiting the sale of securities of "blank check"
companies in their respective jurisdictions. Management does not intend to
undertake any efforts to cause a market to develop in our securities, either
debt or equity, until we have successfully concluded a business combination. We
intend to comply with the periodic reporting requirements of the Exchange Act
for so long as we are subject to those requirements.  We were
organized as a vehicle to investigate and, if such investigation warrants,
acquire a target company or business seeking the perceived advantages of being a
publicly held corporation. Our principal business objective for the next 12
months and beyond such time will be to achieve long-term growth potential
through a combination with a business rather than immediate, short-term
earnings. We will not restrict our potential candidate target companies to any
specific business, industry or geographical location and, thus, may acquire any
type of business.  The
analysis of new business opportunities has and will be undertaken by or under
the supervision of the officers and directors of the Registrant. The Registrant
has considered potential acquisition transactions with several companies, but as
of this date has not entered into any Letter of Intent or other agreement with
any party. The Registrant has unrestricted flexibility in seeking, analyzing and
participating in potential business opportunities. In its efforts to analyze
potential acquisition targets, the Registrant will consider the following kinds
of factors:  (a) Potential for growth,
indicated by new technology, anticipated market expansion or new products;  (b) Competitive position as
compared to other firms of similar size and experience within the industry
segment as well as within the industry as a whole;  (c) Strength and diversity of
management, either in place or scheduled for recruitment;  (d) Capital requirements and
anticipated availability of required funds, to be provided by the Registrant or
from operations, through the sale of additional securities, through joint
ventures or similar arrangements or from other sources;   4     (e) The cost of participation
by the Registrant as compared to the perceived tangible and intangible values
and potentials;  (f) The extent to which the
business opportunity can be advanced;  (g) The accessibility of
required management expertise, personnel, raw materials, services, professional
assistance and other required items; and  (h) Other relevant
factors.  In
applying the foregoing criteria, no one of which will be controlling, management
will attempt to analyze all factors and circumstances and make a determination
based upon reasonable investigative measures and available data.
 Potentially available business opportunities may occur in many different
industries, and at various stages of development, all of which will make the
task of comparative investigation and analysis of such business opportunities
extremely difficult and complex. Due to the Registrant's limited capital
available for investigation, the Registrant may not discover or adequately
evaluate adverse facts about the opportunity to be acquired.  FORM OF
ACQUISITION  The
manner in which the Registrant participates in an opportunity will depend upon
the nature of the opportunity, the respective needs and desires of the
Registrant and the promoters of the opportunity, and the relative negotiating
strength of the Registrant and such promoters.  It is
likely that the Registrant will acquire its participation in a business
opportunity through the issuance of common stock or other securities of the
Registrant. Although the terms of any such transaction cannot be predicted, it
should be noted that in certain circumstances the criteria for determining
whether or not an acquisition is a so-called "tax free" reorganization under
Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code"),
depends upon whether the owners of the acquired business own 80% or more of the
voting stock of the surviving entity. If a transaction were structured to take
advantage of these provisions rather than other "tax free" provisions provided
under the Code, all prior stockholders would in such circumstances retain 20% or
less of the total issued and outstanding shares of the surviving entity. Under
other circumstances, depending upon the relative negotiating strength of the
parties, prior stockholders may retain substantially less than 20% of the total
issued and outstanding shares of the surviving entity. This could result in
substantial additional dilution to the equity of those who were stockholders of
the Registrant prior to such reorganization.  The
present stockholders of the Registrant will likely not have control of a
majority of the voting shares of the Registrant following a reorganization
transaction. As part of such a transaction, all or a majority of the
Registrant's directors may resign and new directors may be appointed without any
vote by stockholders.  In the
case of an acquisition, the transaction may be accomplished upon the sole
determination of management without any vote or approval by stockholders. In the
case of a statutory merger or consolidation directly involving us, it will
likely be necessary to call a stockholders' meeting and obtain the approval of
the holders of a majority of the outstanding shares. The necessity to obtain
such stockholder approval may result in delay and additional expense in the
consummation of any proposed transaction and will also give rise to certain
appraisal rights to dissenting stockholders. Most likely, management will seek
to structure any such transaction so as not to require stockholder approval.   5     It is
anticipated that the investigation of specific business opportunities and the
negotiation, drafting and execution of relevant agreements, disclosure documents
and other instruments will require substantial management time and attention and
substantial cost for accountants, attorneys and others. If a decision is made
not to participate in a specific business opportunity, the costs theretofore
incurred in the related investigation would not be recoverable. Furthermore,
even if an agreement is reached for the participation in a specific business
opportunity, the failure to consummate that transaction may result in the loss
to the Registrant of the related costs incurred.  We
presently have no employees. Our officers and directors are engaged in outside
business activities and anticipate that he will devote to our business only
several hours per week until the acquisition of a successful business
opportunity has been consummated. We expect no significant changes in the number
of our employees other than such changes, if any, incident to a business
combination.   RISK FACTORS  AN
INVESTMENT IN THE COMPANY IS HIGHLY SPECULATIVE IN NATURE AND INVOLVES AN
EXTREMELY HIGH DEGREE OF RISK.  OUR
BUSINESS IS DIFFICULT TO EVALUATE BECAUSE WE HAVE NO OPERATING HISTORY.  As we
have no operating history or revenue and only minimal assets, there is a risk
that we will be unable to continue as a going concern and consummate a business
combination. We have had no recent operating history nor any revenues or
earnings from operations since inception. We have no significant assets or
financial resources. We will, in all likelihood, sustain operating expenses
without corresponding revenues, at least until the consummation of a business
combination. This may result in our incurring a net operating loss that will
increase continuously until we can consummate a business combination with a
profitable business opportunity. We cannot assure you that we can identify a
suitable business opportunity and consummate a business combination.  THERE
IS COMPETITION FOR THOSE PRIVATE COMPANIES SUITABLE FOR A MERGER TRANSACTION OF
THE TYPE CONTEMPLATED BY MANAGEMENT.  We are
in a highly competitive market for a small number of business opportunities
which could reduce the likelihood of consummating a successful business
combination. We are and will continue to be an insignificant participant in the
business of seeking mergers with, joint ventures with and acquisitions of small
private and public entities. A large number of established and well-financed
entities, including small public companies and venture capital firms, are active
in mergers and acquisitions of companies that may be desirable target candidates
for us. Nearly all these entities have significantly greater financial
resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.  FUTURE
SUCCESS IS HIGHLY DEPENDENT ON THE ABILITY OF MANAGEMENT TO LOCATE AND ATTRACT A
SUITABLE ACQUISITION.  The
nature of our operations is highly speculative and there is a consequent risk of
loss of your investment. The success of our plan of operation will depend to a
great extent on the operations, financial condition and management of the
identified business opportunity. While management intends to seek  6     business combination(s) with entities having established operating
histories, we cannot assure you that we will be successful in locating
candidates meeting that criterion. In the event we complete a business
combination, the success of our operations may be dependent upon management of
the successor firm or venture partner firm and numerous other factors beyond our
control.  THE
COMPANY HAS NO EXISTING AGREEMENT FOR A BUSINESS COMBINATION OR OTHER
TRANSACTION.  We have
no arrangement, agreement or understanding with respect to engaging in a merger
with, joint venture with or acquisition of, a private or public entity.  No
assurances can be given that we will successfully identify and evaluate suitable
business opportunities or that we will conclude a business combination.
 Management has not identified any particular industry or specific business
within an industry for evaluation. We cannot guarantee that we will be able to
negotiate a business combination on favorable terms, and there is consequently a
risk that funds allocated to the purchase of our shares will not be invested in
a company with active business operations.  MANAGEMENT INTENDS TO DEVOTE ONLY A LIMITED AMOUNT OF TIME TO
SEEKING A TARGET COMPANY WHICH MAY ADVERSELY IMPACT OUR ABILITY TO IDENTIFY A
SUITABLE ACQUISITION CANDIDATE.  While
seeking a business combination, management anticipates devoting no more than a
few hours per week to our affairs. Our officers have not entered into written
employment agreements with us and are not expected to do so in the foreseeable
future. This limited commitment may adversely impact our ability to identify and
consummate a successful business combination.  THE
TIME AND COST OF PREPARING A PRIVATE COMPANY TO BECOME A PUBLIC REPORTING
COMPANY MAY PRECLUDE US FROM ENTERING INTO A MERGER OR ACQUISITION WITH THE MOST
ATTRACTIVE PRIVATE COMPANIES.  Target
companies that fail to comply with SEC reporting requirements may delay or
preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
reporting companies to provide certain information about significant
acquisitions, including certified financial statements for the company acquired,
covering one, two, or three years, depending on the relative size of the
acquisition. The time and additional costs that may be incurred by some target
entities to prepare these statements may significantly delay or essentially
preclude consummation of an acquisition. Otherwise suitable acquisition
prospects that do not have or are unable to obtain the required audited
statements may be inappropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable.  THE
COMPANY MAY BE SUBJECT TO FURTHER GOVERNMENT REGULATION WHICH WOULD ADVERSELY
AFFECT OUR OPERATIONS.  Although we will be subject to the reporting requirements under
the Exchange Act, management believes we will not be subject to regulation under
the Investment Company Act of 1940, as amended (the "Investment Company Act"),
since we will not be engaged in the business of investing or trading in
securities. If we engage in business combinations which result in our holding
passive investment interests in a number of entities, we could be subject to
regulation under the Investment Company Act. If so, we would be required to
register as an investment company and could be expected to incur significant
registration and compliance costs. We have obtained no formal determination from
the Securities and Exchange Commission as to our status under the Investment
Company Act and, consequently, violation of the Act could subject us to material
adverse consequences.   7     ANY
POTENTIAL ACQUISITION OR MERGER WITH A FOREIGN COMPANY MAY SUBJECT US TO
ADDITIONAL RISKS.  If we
enter into a business combination with a foreign concern, we will be subject to
risks inherent in business operations outside of the United States.  These
risks include, for example, currency fluctuations, regulatory problems, punitive
tariffs, unstable local tax policies, trade embargoes, risks related to shipment
of raw materials and finished goods across national borders and cultural and
language differences. Foreign economies may differ favorably or unfavorably from
the United States economy in growth of gross national product, rate of
inflation, market development, rate of savings, and capital investment, resource
self-sufficiency and balance of payments positions, and in other respects.  THERE
IS CURRENTLY NO TRADING MARKET FOR OUR COMMON STOCK.  Outstanding shares of our Common Stock cannot be offered, sold,
pledged or otherwise transferred unless subsequently registered pursuant to, or
exempt from registration under, the Securities Act and any other applicable
federal or state securities laws or regulations. These restrictions will limit
the ability of our stockholders to liquidate their investment.  OUR
BUSINESS WILL HAVE NO REVENUES UNLESS AND UNTIL WE MERGE WITH OR ACQUIRE AN
OPERATING BUSINESS.  We are
a development stage company and have had no revenues from operations. We may not
realize any revenues unless and until we successfully merge with or acquire an
operating business.  THE
COMPANY INTENDS TO ISSUE MORE SHARES IN A MERGER OR ACQUISITION, WHICH WILL
RESULT IN SUBSTANTIAL DILUTION.  Our
certificate of incorporation authorizes the issuance of a maximum of 100,000,000
shares of common stock and a maximum of 20,000,000 shares of referred stock. Any
merger or acquisition effected by us may result in the issuance of additional
securities without stockholder approval and may result in substantial dilution
in the percentage of our common stock held by our then existing stockholders.
Moreover, the common stock issued in any such merger or acquisition transaction
may be valued on an arbitrary or non-arm's-length basis by our management,
resulting in an additional reduction in the percentage of common stock held by
our then existing stockholders. Our Board of Directors has the power to issue
any or all of such authorized but unissued shares without stockholder approval.
To the extent that additional shares of Common Stock or Preferred Stock are
issued in connection with a business combination or otherwise, dilution to the
interests of our stockholders will occur and the rights of the holders of Common
Stock might be materially adversely affected.  THE
COMPANY HAS CONDUCTED NO MARKET RESEARCH OR IDENTIFICATION OF BUSINESS
OPPORTUNITIES, WHICH MAY AFFECT OUR ABILITY TO IDENTIFY A BUSINESS TO MERGE WITH
OR ACQUIRE.  We have
neither conducted nor have others made available to us results of market
research concerning prospective business opportunities. Therefore, we have no
assurances that market demand exists for a merger or acquisition as contemplated
by us. Our management has not identified any specific business combination or
other transactions for formal evaluation by us, such that it may be expected
that any such target business or transaction will present such a level of risk
that conventional private or public offerings of securities or conventional bank
financing will not be available. There is no assurance that we will be able to
acquire a business opportunity on terms favorable to us.  Decisions as to
which business  8     opportunity to participate in will be unilaterally made by our
management, which may act without the consent, vote or approval of our
stockholders.  BECAUSE
WE MAY SEEK TO COMPLETE A BUSINESS COMBINATION THROUGH A REVERSE MERGER",
FOLLOWING SUCH A TRANSACTION WE MAY NOT BE ABLE TO ATTRACT THE ATTENTION OF
MAJOR BROKERAGE FIRMS.  Additional risks may exist since we will assist a privately held
business to become public through a "reverse merger." Securities analysts of
major brokerage firms may not provide coverage of our Company since there is no
incentive to brokerage firms to recommend the purchase of our common stock. No
assurance can be given that brokerage firms will want to conduct any secondary
offerings on behalf of our post-merger company in the future.  WE
CANNOT ASSURE YOU THAT FOLLOWING A BUSINESS COMBINATION WITH AN OPERATING
BUSINESS, OUR COMMON STOCK WILL BE LISTED ON NASDAQ OR ANY OTHER SECURITIES
EXCHANGE.  Following a business combination, we may seek the listing of our
common stock on NASDAQ or the American Stock Exchange. However, we cannot assure
you that following such a transaction, we will be able to meet the initial
listing standards of either of those or any other stock exchange, or that we
will be able to maintain a listing of our common stock on either of those or any
other stock exchange. After completing a business combination, until our common
stock is listed on the NASDAQ or another stock exchange, we expect that our
common stock would be eligible to trade on the OTC Bulletin Board, another
over-the-counter quotation system, or on the "pink sheets," where our
stockholders may find it more difficult to dispose of shares or obtain accurate
quotations as to the market value of our common stock. In addition, we would be
subject to an SEC rule that, if it failed to meet the criteria set forth in such
rule, imposes various practice requirements on broker-dealers who sell
securities governed by the rule to persons other than established customers and
accredited investors. Consequently, such rule may deter broker-dealers from
recommending or selling our common stock, which may further affect its
liquidity. This would also make it more difficult for us to raise additional
capital following a business combination.  THERE
IS NO PUBLIC MARKET FOR OUR COMMON STOCK, NOR HAVE WE EVER PAID DIVIDENDS ON OUR
COMMON STOCK.  There
is no public trading market for our common stock and none is expected to develop
in the foreseeable future unless and until we complete a business combination
with an operating business and such business files a registration statement
under the Securities Act of 1933, as amended. Additionally, we have never paid dividends on our Common Stock and
do not presently intend to pay any dividends in the foreseeable future. We
anticipate that any funds available for payment of dividends will be re-invested
into the Company to further its business strategy.  AUTHORIZATION OF PREFERRED STOCK.  Our
Certificate of Incorporation authorizes the issuance of up to 20,000,000 shares
of preferred stock with designations, rights and preferences determined from
time to time by its Board of Directors. Accordingly, our Board of Directors is
empowered, without stockholder approval, to issue preferred stock with dividend,
liquidation, conversion, voting, or other rights which could adversely affect
the voting power or other rights of the holders of the common stock. In the
event of issuance, the preferred stock could be utilized, under certain
circumstances, as a method of discouraging, delaying or preventing a change in
control of the Company. Although we have no present intention to issue any
shares of its authorized preferred stock, there can be no assurance that we will
not do so in the future.  9      CONTROL
BY MANAGEMENT.  Management currently owns 100% of all the issued and outstanding
capital stock of the Company. Consequently, management has the ability to
control the operations of the Company and will have the ability to control
substantially all matters submitted to stockholders for approval, including:  · Election of the board of directors; · Removal of any directors; · Amendment of the Company's certificate of incorporation or bylaws;
and · Adoption of measures that could delay or prevent a change in
control or impede a merger, takeover or other business combination.  Our CEO
and Director also own 100 % of our issued and outstanding common stock.
Accordingly, this concentration of ownership by itself may have the effect of
impeding a merger, consolidation, takeover or other business consolidation, or
discouraging a potential acquirer from making a tender offer for the common
stock.  THIS
REGISTRATION STATEMENT CONTAINS FORWARD-LOOKING STATEMENTS AND INFORMATION
RELATING TO US, OUR INDUSTRY AND TO OTHER BUSINESSES.  These
forward-looking statements are based on the beliefs of our management, as well
as assumptions made by and information currently available to our management.
When used in this prospectus, the words "estimate," "project," "believe,"
"anticipate," "intend," "expect" and similar expressions are intended to
identify forward-looking statements. These statements reflect our current views
with respect to future events and are subject to risks and uncertainties that
may cause our actual results to differ materially from those contemplated in our
forward-looking statements. We caution you not to place undue reliance on these
forward-looking statements, which speak only as of the date of this prospectus.
We do not undertake any obligation to publicly release any revisions to these
forward-looking statements to reflect events or circumstances after the date of
this prospectus or to reflect the occurrence of unanticipated events.   ITEM
2.   DESCRIPTION OF PROPERTY.  We
neither rents nor owns any properties. We currently have no policy with respect
to investments or interests in real estate, real estate mortgages or securities
of, or interests in, persons primarily engaged in real estate activities.   ITEM
3.   LEGAL PROCEEDINGS.  There
are not presently any material pending legal proceedings to which the Registrant
is a party or as to which any of its property is subject, and no such
proceedings are known to the Registrant to be threatened or contemplated against
it.   ITEM
4.   SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS.  For the
period from the inception of the Company on May 31, 2006 to December 31, 2007
there have been no matters submitted to the vote of the security holders.  10     PART II  ITEM 5.
  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.  (a) Market Information. Our
common stock is not trading on any stock exchange. There has been no market
activity in its stock since its inception through the date of this filing.  (b) Holders. As of December
31, 2007 there was one holder of our common stock.  (c) Dividends. We have not
paid any dividends on our common stock to date and do not intend to pay
dividends prior to the completion of a business combination. The payment of
dividends in the future will be contingent upon our revenues and earnings, if
any, capital requirements and general financial condition subsequent to
completion of a business combination. The payment of any dividends subsequent to
a business combination will be within the discretion of our then board of
directors. It is the present intention of our board of directors to retain all
earnings, if any, for use in our business operations and, accordingly, our board
does not anticipate declaring any dividends in the foreseeable future.   ITEM
6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION.  We were
organized as a vehicle to investigate and, if such investigation warrants,
acquire a target company or business seeking the perceived advantages of being a
publicly held corporation. Our principal business objective for the next 12
months and beyond such time will be to achieve long-term growth potential
through a combination with a business rather than immediate, short-term
earnings. We will not restrict our potential candidate target companies to any
specific business, industry or geographical location and, thus, may acquire any
type of business.  We do
not currently engage in any business activities that provide cash flow. The
costs of investigating and analyzing business combinations for the next 12
months and beyond such time will be paid with amounts to be loaned to or
invested in us by our stockholders, management or other investors.  During the next twelve months
we anticipate incurring costs related to:  (i) filing of Exchange Act
reports, and  (ii) costs relating to
consummating an acquisition.  We
believe we will be able to meet these costs through amounts, as necessary, to be
loaned to or invested in us by our stockholders, management or other
investors.  We may
consider a business which has recently commenced operations, is a developing
company in need of additional funds for expansion into new products or markets,
is seeking to develop a new product or service, or is an established business
which may be experiencing financial or operating difficulties and is in need of
additional capital. In the alternative, a business combination may involve the
acquisition of, or merger with, a company which does not need substantial
additional capital, but which desires to establish a public trading market for
its shares, while avoiding, among other things, the time delays, significant
expense, and loss of voting control which may occur in a public offering.  Any
target business that is selected may be a financially unstable company or an
entity in its early stages of development or growth, including entities without
established records of sales or earnings. In that event, we will be subject to
numerous risks inherent in the business and operations of financially unstable  11     and
early stage or potential emerging growth companies. In addition, we may effect a
business combination with an entity in an industry characterized by a high level
of risk, and, although our management will endeavor to evaluate the risks
inherent in a particular target business, there can be no assurance that we will
properly ascertain or assess all significant risks.  Our
management anticipates that it will likely be able to effect only one business
combination, due primarily to our limited financing, and the dilution of
interest for present and prospective stockholders, which is likely to occur as a
result of our management's plan to offer a controlling interest to a target
business in order to achieve a tax free reorganization. This lack of
diversification should be considered a substantial risk in investing in us,
because it will not permit us to offset potential losses from one venture
against gains from another.  We
anticipate that the selection of a business combination will be complex and
extremely risky. Because of general economic conditions, rapid technological
advances being made in some industries and shortages of available capital, our
management believes that there are numerous firms seeking even the limited
additional capital which we will have and/or the perceived benefits of becoming
a publicly traded corporation. Such perceived benefits of becoming a publicly
traded corporation include, among other things, facilitating or improving the
terms on which additional equity financing may be obtained, providing liquidity
for the principals of and investors in a business, creating a means for
providing incentive stock options or similar benefits to key employees, and
offering greater flexibility in structuring acquisitions, joint ventures and the
like through the issuance of stock. Potentially available business combinations
may occur in many different industries and at various stages of development, all
of which will make the task of comparative investigation and analysis of such
business opportunities extremely difficult and complex.  We do
not currently intend to retain any entity to act as a "finder" to identify and
analyze the merits of potential target businesses.   ITEM 7.
  FINANCIAL STATEMENTS.  Please
see the financial statements beginning on page F-1 located elsewhere in this
annual report on Form 10-KSB and incorporated herein by reference.   ITEM 8.
  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.  None.   ITEM 8A.
  CONTROLS AND PROCEDURES.  We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our Exchange Act reports is recorded,
processed and summarized and is reported within the time periods specified in
the SEC's rules and forms, and that such information is accumulated and
communicated to the Chief Executive Officer, as appropriate, to allow timely
decisions regarding required disclosure. In designing and evaluating the
disclosure control procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives,
and management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.  12     As of
the date of this report, our Chief Executive Officer carried out an evaluation
of the effectiveness of the design and operation of the Company's disclosure
controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon the
evaluation, our Chief Executive Officer concluded that our disclosure controls
and procedures are effective in timely alerting them to material information
required to be included in our periodic SEC filings. There have been no
significant changes in our disclosure controls and procedures or in other
factors, which could significantly affect disclosure controls subsequent to the
date our management carried out its evaluation. During the period covered by
this Annual Report on Form 10-KSB, there was no change in our internal control
over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act)
that materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.   ITEM
8B.   OTHER INFORMATION.  None.   PART III  ITEM 9.
  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.  (a)
Identification of Directors and Officers.  A.
Identification of Directors and Officers. The current officers and directors
will serve for one year or until their respective successors are elected and
qualified. They are:  Name
Age
PositionNghi Mac
28
Chief Executive
Officer, Principal Financial Officer, and DirectorTheresa Quach
36
President and DirectorHung Dang
53
Director   Mr. Nghi Mac is the
Chief Executive Officer, Principal Financial Officer and Director of the
Company. Mr. Mac has served as an officer and Director of the Company since
March 31, 2008.  Mr. Mac is a private investor.  Dr.
Theresa Quach is the President and Director of the Company. Dr. Quach has served
as an officer and Director of the Company since October 2006.  Dr. Quach is
experienced with managing State and Federal Funded Programs as well as Financial
Management with Maximum Profits and Cost Saving Measures.  Dr. Quach holds
a Doctorate Degree from South Baylo University.  Mr.
Hung Dang is the Secretary, Treasurer and Director of the Company. Mr. Dang has
served as a Director of the Company since October 2006.  Mr. Dang was the
District Sales Manager for EStock Inc. from 2001 to 2003 where he increased
regional sales from $5 million to $35 million.   Mr. Dang serves as
Mac Beam, Inc.'s Chief Financial Officer from 2003 to 2005 and as its Vice
President since 2006.  Mr. Dang has 15 years experience in business
development and distribution.  B.
Significant Employees. None  C.
None  13      D.
Involvement in Certain Legal Proceedings. None  E. The
Board of Directors acts as the Audit Committee and the Board has no separate
committees. We have no qualified financial expert at this time because it has
not been able to hire a qualified candidate. Further, we believe that it has
inadequate financial resources at this time to hire such an expert. We intend to
continue to search for a qualified individual for hire.  (b)
Section 16(a) Beneficial Ownership Compliance.  Section
16(a) of the Securities Exchange Act of 1934, as amended, requires our executive
officers and directors and persons who own more than 10% of a registered class
of our equity securities to file with the Securities and Exchange Commission
initial statements of beneficial ownership, reports of changes in ownership and
annual reports concerning their ownership of the our common stock and other
equity securities, on Form 3, 4 and 5 respectively.  Executive officers,
directors and greater than 10% shareholders are required by the Securities and
Exchange Commission regulations to furnish our company with copies of all
Section 16(a) reports they file. Based solely on our review of the copies of
such reports received by us, and on written representations by our officers and
directors regarding their compliance with the applicable reporting requirements
under Section 16(a) of the Exchange Act, with respect to the fiscal year ended
December 31, 2007, our officers and directors, and all of the persons known to
us to own more than 10% of our common stock, filed all required reports on a
timely basis  (c)
Code of Ethics.  We
currently do not have a code of ethics. Upon consummation of a business
combination, we intend to adopt a code of ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer or
controller or persons performing similar functions.  (d)
Board Committees and Designated Directors.  We
currently do not have any committees. It is intended that the board of directors
will establish an Audit Committee upon the consummation of a business
combination.  The board of directors will take all reasonable actions to
ensure that one of the members of the Audit Committee will be an "audit
committee financial expert," as such term is defined in the rules of the
Securities and Exchange Commission. We will evaluate establishing such
committees in the future.   ITEM 10.
  EXECUTIVE COMPENSATION.  Our
officer and director does not receive any compensation for services rendered to
the Company since inception, has not received such compensation in the past, and
is not accruing any compensation pursuant to any agreement with the Company.
 No remuneration of any nature has been paid for or on account of services
rendered by a director in such capacity. Our officers and directors intend to
devote no more than a few hours a week to our affairs.  Our
officers and directors will not receive any finder's fee, either directly or
indirectly, as a result of any efforts to implement our business plan outlined
herein.   14     It is possible that, after we successfully consummates a
business combination with an unaffiliated entity, that entity may desire to
employ or retain one or a number of members of our management for the purposes
of providing services to the surviving entity. However, we have adopted a policy
whereby the offer of any post-transaction employment to members of management
will not be a consideration in our decision whether to undertake any proposed
transaction.  No
retirement, pension, profit sharing, stock option or insurance programs or other
similar programs have been adopted for the benefit of its employees.  There
are no understandings or agreements regarding compensation our management will
receive after a business combination that is required to be included in this
table, or otherwise.   ITEM 11.
  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.  (a)
Security ownership of certain beneficial owners.  The
following table sets forth, as of December 31, 2007, the number of shares of
Common Stock owned of record and beneficially by executive officers, directors
and persons who hold 5% or more of the outstanding Common Stock of the Company.
Also included are the shares held by all executive officers and directors as a
group.  Name and
Address
Amount and Nature of
Beneficial Ownership
Percentage of ClassNghi Mac
10529 Slater
Ave
Fountain
Valley, CA 92708
1,390,000
100%All Officers
and Directors as a group
1,390,000
100%
  ITEM
12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.  Except
as otherwise indicated herein, there have been no related party transactions, or
any other transactions or relationships required to be disclosed pursuant to
Item 404 of Regulation S-B.   ITEM
13.    EXHIBITS  (a)
Exhibits:  Exhibit No.
Description31.1
Certification
of Chief Executive Officer and Principal Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.32.1
Certification
of Chief Executive Officer and Principal Financial Officer pursuant to
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.  15         (b) The
following documents are filed as part of the report:  1.
Financial Statements: Balance Sheet, Statement of Operations, Statement of
Stockholder's Equity, Statement of Cash Flows, and Notes to Financial
Statements.  We are
an inactive entity as defined by Section 3-11 of Regulation S-X.
 Accordingly, the financial statements required for purposes of reports
pursuant to the Securities Exchange Act of 1934 are unaudited.   ITEM 14.
 PRINCIPAL ACCOUNTANT FEES AND SERVICES.  The
firm of Malone & Bailey, P.C. acts as our principal accountant.  We
have not paid Malone & Bailey, P.C. any fees for the fiscal year ending
December 31, 2007 for audit related or tax fees, or for any other services.  SIGNATURES  Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized.  Kingsway Capital,
Inc. (Registrant)  Date: April 14,
2008   By: /s/ Nghi
Mac__________________ Nghi Mac Title: Chief
Executive Officer, Principal Financial Officer and
Director    16     THESE
FINANCIAL STATEMENTS HAVE NOT BEEN REVIEWED OR AUDITED BY OUR INDEPENDENT
AUDITORS.   KINGSWAY CAPITAL, INC. (A
DEVELOPMENT STAGE COMPANY) BALANCE SHEET (UNAUDITED)    As of
December 31, 2007ASSETSCurrent
AssetsCash
and cash equivalents
$
                               -Total
Current Assets
-Total
Assets
$
                               -LIABILITIES
AND STOCKHOLDERS EQUITYCurrent
Liabilities
$
                               -Total
Liabilities
-Stockholders
Equity (Deficit)Preferred
stock - $.0001 par value; 20,000,000 shares authorized;
0
shares issued and outstandingCommon
stock - $.0001 par value; 100,000,000 shares authorized;
1,390,000
shares issued and outstanding
139Deficit
accumulated during development stage
(139)Total
Stockholders Equity (Deficit)
(139)Total
Liabilities and Stockholders Equity
$
                               -   The
accompanying notes are an integral part of these financial statements.               F-1     KINGSWAY CAPITAL, INC. (A
DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS (UNAUDITED)   As of
December 31, 2007
May 31, 2006
(inception) to
December 31, 2006RevenuesRevenues
$
                              -
$
                            -Total
Revenues
-
-Operating
Costs and ExpensesGeneral
& Administrative Expenses
-
139Total
Operating Costs and Expenses
-
139Net Income
(Loss)
$
                             -
$
                     (139)Basic and
diluted loss per common share
$
                       (0.00)
$
                    (0.00)Basic and
diluted weighted averageCommon
shares outstanding
1,390,000
1,390,000   The
accompanying notes are an integral part of these financial statements.                           F-2     KINGSWAY CAPITAL, INC. (A
DEVELOPMENT STAGE COMPANY) STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT)     Common StockShares
Amount
Additional
Paid In
Capital
(Deficit
Accumulated
during the
development
stage)
TotalCommon shares
issued for services to founders
1,390,000
$
         139
$
             -
$
                 -
$
        139Net loss

-
-
(139)
(139)Balance at
December 31, 2007
1,390,000
$
        139
$
             -
$
           (139)
$
            -          The
accompanying notes are an integral part of these financial statements.      F-3     KINGSWAY CAPITAL, INC. (A
DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS (UNAUDITED)   As of
December 31, 2007Cash Flows
from Operating ActivitiesNet loss
$
                       (139)Issuance of
stock for services rendered
139Net Cash
Provided (Used) by Operating Activities
-Cash Flows from
Investing Activities
-Net Cash
Used in Investing Activities
-Cash Flows from
Financing Activities
-Net Cash
Provided by Financing Activities
-Net Change
in Cash and Cash Equivalents
-Cash and
Cash Equivalents at Beginning of Period
-Cash and
Cash Equivalents at End of Period
$
                             -Noncash
Financing and Investment ActivitiesCommon
stock issued to founder for services rendered
139Supplemental
Cash Flow InformationInterest
paid
$
                             -Income
taxes paid
$
                             -   The
accompanying notes are an integral part of these financial statements.    F-4     KINGSWAY CAPITAL, INC. (A
DEVELOPMENT STAGE COMPANY) NOTES
TO FINANCIAL STATEMENTS AS OF
DECEMBER 31, 2007   NOTE
1 BUSINESS DESCRIPTION AND ORGANIZATION  Kingsway Capital, Inc. was incorporated in Delaware on May 31,
2006 and has been inactive since inception.  Kingsway intends to serve as a
vehicle to effect an asset acquisition, merger, exchange of capital stock or
other business combination with a domestic or foreign business.   NOTE
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Basis
of Presentation - Development Stage Company  Kingsway has not earned any revenue from operations. Accordingly,
Kingsway's activities have been accounted for as those of a "Development Stage
Enterprise" as set forth in Financial Accounting Standards Board Statement No.
7. Among the disclosures required by SFAS 7 are that Kingsway's financial
statements be identified as those of a development stage company, and that the
statements of operations, stockholders' equity and cash flows disclose activity
since the date of Kingsway's inception.  Kingsway has elected a fiscal year ending on December 31.  A.
    Cash and cash equivalents  Cash
and cash equivalents include cash on hand, cash accounts, interest bearing
savings accounts and time certificates of deposit with a maturity of three
months or less when purchased.  B.
    Use of estimates  The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures 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.  C.
    Income Taxes  Kingsway accounts for income taxes under the Financial Accounting
Standards Board (FASB) Statement No. 109, "Accounting for Income Taxes."
 Under Statement 109, deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. Under
Statement 109, the effect on deferred tax assets and liabilities of a change in
tax rates is recognized in income in the period that includes the enactment
date. There were no current or deferred income tax expense or benefits due to
Kingsway not having any material operations for the period ended December 31,
2007.  D.
    Basic Loss Per Common Share  F-5      Basic
loss per common share has been calculated based on the weighted average number
of shares outstanding during the period after giving retroactive effect to stock
splits. There are no dilutive securities at December 31, 2007 for purposes of
computing fully diluted earnings per share.  E.
    Impact of New Accounting Standards  Kingsway does not expect the adoption of recently issued
accounting pronouncements to have a significant impact on Kingsway's results of
operations, financial position, or cash flow.   NOTE
3 SHAREHOLDER'S EQUITY  Preferred Stock  Kingsway's board of directors has the authority to establish and
fix the designation, powers, or preferences of preferred shares without further
vote by the shareholders.  Kingsway has the following classes of capital stock as of April
14, 2008:  Common
stock  100,000,000 shares authorized; $0.0001 par value; 1,390,000 shares
issued and outstanding.  Preferred stock  20,000,000 shares authorized; $0.0001 par value;
no shares issued and outstanding.     F-6