UNITED
STATES 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: September
30, 2009
 
  ̈
              TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For the
transition period from ________ to ________
 
 Commission
File No. 000-52352
 
 TIMBERJACK SPORTING
SUPPLIES, INC.
 (Exact
name of registrant as specified in its charter)
 
 Nevada
              
              20-3336507(State
      or other jurisdiction of
              
              (I.R.S.
      employerincorporation
      or formation)
              
              identification
      number)
 
 c/o
Paragon Capital LP
 110
East 59th Street, 29th Floor
 New York, NY
10022
 (Address
of principal executive offices)
 
 Issuer’s
      telephone number:
              (212)
      593-1600Issuer’s
      facsimile number:
              (212)
      202-5022
 
 N/A
 (Former
name, former address and former
 fiscal
year, if changed since last report)
 
 Copies
to:
 The
Sourlis Law Firm
 Virginia
K. Sourlis, Esq.
 214
Broad Street
 Red
Bank, New Jersey 07701
 T:
(732) 530-9007
 F:
(732) 530-9008
 www.SourlisLaw.com
 
 Securities
registered under Section 12(b) of the Exchange Act:
 
 None
 Securities
registered under Section 12(g) of the Exchange Act:
 
 Common Stock, $0.001 par
value per share
 (Title of
Class)
 
 Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
 Yes  ̈No x
 
 Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 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 Exchange Act 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. Yesx
No ̈
 
 Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
 Yes  ̈No  ̈
 
 Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.  ̈
 
 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,”
"non-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
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes x
No ̈
 
 State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed fiscal
quarter.
 
 As of the
last business day of the Issuer’s most recently completed fiscal year September
30, 2009, the aggregate market value of the voting and non-voting common equity
held by non-affiliates was approximately $200,100.
 
 Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date:
 
 As of
December 18, 2009, ­there were 429,000,000 shares of Common Stock, $0.001
par value per share.
 
 DOCUMENTS
INCORPORATED BY REFERENCE:
 None
   
  
 Table of
Contents
 
 PAGEPART
      IItem
      1.
              Description of Business.
              1Item
      1A.
              Risk Factors
              5Item
      1B
              Unresolved Staff Comments
              9Item
      2.
              Description of Property.
              9Item
      3.
              Legal Proceedings.
              9Item
      4.
              Submission of Matters to a Vote of Security
      Holders.
              9PART
      IIItem
      5.
              Market for Common Equity, Related Stockholder Matters and Small
      Business Issuer Purchases of Equity Securities.
              10Item
      6
              Selected Financial Data
              12Item
      7.
              Management’s Discussion and Analysis or Plan of
      Operation.
              12Item
      7A.
              Quantitative and Qualitative Disclosures About Market
      Risk
              15Item
      8.
              Financial Statements.
              16Item
      9.
              Changes in and Disagreements with Accountants on Accounting and
      Financial Disclosure.
              17Item
      9AT.
              Controls and Procedures.
              17Item
      9B.
              Other Information.
              18PART
      IIIItem
      10.
              Directors, Executive Officers, Promoters, Control Persons and
      Corporate Governance; Compliance with Section 16(a) of the Exchange
      Act.
              18Item
      11.
              Executive Compensation.
              19Item
      12.
              Security Ownership of Certain Beneficial Owners and Management
      and Related Stockholder Matters.
              20Item
      13.
              Certain Relationships and Related Transactions, and Director
      Independence.
              21Item
      14.
              Principal Accountant Fees and Services.
              22Item
      15.
              Exhibits and Reports on Form 8-K
              23SIGNATURES
              
              24
 
 CERTIFICATIONS
 
 
 
 PART
I
 
 FORWARD-LOOKING
STATEMENTS
 
 Certain
statements made in this Annual Report on Form 10-K are “forward-looking
statements” (within the meaning of the Private Securities Litigation Reform Act
of 1995) regarding the plans and objectives of management for future operations.
Such statements involve known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements of the Registrant to
be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. The forward-looking
statements included herein are based on current expectations that involve
numerous risks and uncertainties. The Registrant’s plans and objectives are
based, in part, on assumptions involving the continued expansion of business.
Assumptions relating to the foregoing involve judgments with respect to, among
other things, future economic, competitive and market conditions and future
business decisions, all of which are difficult or impossible to predict
accurately and many of which are beyond the control of the Registrant. Although
the Registrant believes its assumptions underlying the forward-looking
statements are reasonable, any of the assumptions could prove inaccurate and,
therefore, there can be no assurance the forward-looking statements included in
this Report will prove to be accurate. In light of the significant uncertainties
inherent in the forward-looking statements included herein, the inclusion of
such information should not be regarded as a representation by the Registrant or
any other person that the objectives and plans of the Registrant will be
achieved.
 
 Item 1.Description of Business
 
 Background
 
 Timberjack
Sporting Supplies, Inc. ("TSS," the "Company,” “we,” “us,” “Timberjack” and
similar terms) was incorporated in the State of Nevada on September 8, 2005. TSS
had a principal business objective of providing cost effective, high quality gun
care products, accessories and related sporting equipment for the discriminating
consumer, at substantial savings to the rugged outdoorsman, the general public
and all levels of federal, state, county and local law enforcement. During
August of 2008, the Company discontinued its prior business and amended its
business plan.
 
 As of
September 30, 2009 and 2008, the Company is a shell company as defined in Rule
12b-2 of the Exchange Act. The Company’s business is to pursue a business
combination through acquisition, or merger with, an existing company. No
assurances can be given that the Company will be successful in locating or
negotiating with any target company.
 
 We are a
reporting company under the Securities Exchange Act of 1934, as amended, and we
file reports and forms promulgated thereunder with the Securities and Exchange
Commission. Our common stock is currently traded on the Over-the-Counter
Bulletin Board (OTCBB) under the ticker symbol “TBJK.”
 
 As of
September 30, 2009, we had limited cash of $13 and an accumulated deficit during
the development stage (September 8, 2005 (inception) to September 30, 2009) of
$387,512. Our operating activities used $237,102 in cash for the fiscal year
ended September 30, 2009, while our operations used $56,746 cash in the fiscal
year ended September 30, 2008. The increase in uses of operating cash was
primarily attributable to payments resulting in the decrease in accounts
payable.
 
 We did
not realize any revenue during the fiscal year ended September 30, 2009 and the
period September 8, 2005 (inception) to September 30, 2009. Due to the foregoing
and our status as a shell company, as of September 30, 2009 and 2009, our
auditors have expressed their doubt as to the ability to continue as a going
concern.
 
 Change
in Control
 
 On
September 15, 2008, pursuant to the terms of a Stock Purchase Agreement dated
September 15, 2008 (See Exhibit 10.1) as filed as an Exhibit to Form 8-K,
Paragon Capital LP (“Paragon”) purchased a total of 24,500,000 shares of the
issued and outstanding common stock of the Company for an aggregate purchase
price of $18,375 in cash from another shareholder. The total of 24,500,000
shares represented 53.84% of the total issued and outstanding Common Stock, par
value $0.001 per share, of the Company at the time of transfer. In addition and
at the same time, Paragon invested $56,625 in the Company and received
75,500,000 newly issued shares of common stock of the Company. Mr. Alan P.
Donenfeld, our sole officer/director, has sole voting and dispositive control of
Paragon.
 
 On
November 19, 2008, pursuant to the Subscription Agreement dated September 15,
2008 between the Company and Paragon (See Exhibit 10.2), as filed as an Exhibit
to Form 8-K, Paragon purchased an additional 300,000,000 newly issued shares of
common stock of Timberjack for an aggregate purchase price of $225,000,
resulting in Paragon owning an aggregate of 400,000,000 shares of restricted
common stock of Timberjack and representing 93.24% of the issued and outstanding
common stock of Timberjack. The shares purchased by Paragon under the
Subscription Agreement were issued upon reliance on the exemptions from the
registration requirements of the Securities Act of 1933, as amended, afforded
Timberjack under Section 4(2) promulgated thereunder due to the fact that the
issuance did not involve a public offering of securities. The net proceeds of
the sale were used for working capital purposes.
 
 
 -1-
 
 Upon the
consummation of this change of control transaction as described in this section,
Ted D. Campbell II, the then sole officer and director of the Company, resigned
immediately, and Alan P. Donenfeld, was appointed as the President, Chief
Executive Officer and the sole director of Timberjack with immediate
effect.
 
 Current
Business and Plan of Operations
  Our
current business plan is to seek a suitable acquisition candidate through
acquisition, merger, reverse merger or other suitable business combination
method. We plan to seek, investigate and acquire one or more properties or
businesses with the intent to maximize or further enhance shareholder value. The
Company has limited capital. As such, it is unlikely that we will be able to
take advantage of more than one such business opportunity. We intend to seek
opportunities demonstrating the potential of long-term growth.
 
 The
Company’s principal shareholders plan to contact various broker-dealers and
other persons with whom they are acquainted who are involved in corporate
finance matters to advise them of the Company’s existence in an effort to
determine if any companies they represent have an interest in considering a
business combination with the Company. The Company can provide no assurance that
it will be successful in locating or acquiring a desirable business opportunity
or that any potential acquisition that may occur will be on terms that are
favorable to the Company or its current stockholders.
 
 We
anticipate that any business opportunities we investigate may: (i) have a
limited operating history; (ii) have a history of losses to date due to many
factors; (iii) be under-capitalized; (iv) be experiencing current financial or
operating difficulties; (v) be in need of capital to develop a new product or
service; (vi) be relying upon a relatively untested product or marketing
concept; or (vii) have a combination of the characteristics mentioned in (i)
through (vi). Given these factors, all investors and current shareholders should
expect that any potential acquisition candidate may have a history of
losses.
 
 The
Company will not restrict its search for acquisition opportunities to any
geographical area or particular industry. Our discretion in the selection of
business opportunities is unrestricted due to the availability of such
opportunities, economic conditions, and other factors not listed
herein.
 
 Any
business opportunity that is acquired by the Company is expected to have a
desire to become a public company and establish a public trading market for its
securities. As such, in connection with such business combination, it is likely
control of the Company would be issued by the Company or purchased from the
current principal shareholders of the Company by the acquiring entity or its
affiliates. If stock is purchased from the current shareholders, the transaction
is very likely to result in substantial gains. In the Company’s judgment, none
of its current or past officers and directors would be classified as an
“underwriter” within the meaning of the Section 2(11) of the Securities Act of
1933, as amended.
 
 We fully
anticipated that business opportunities will come to the Company’s attention
from various sources. These sources may include, but not be limited to, its
principal shareholders, professional advisors such as attorneys and accountants,
securities broker-dealers, and others who may present unsolicited proposals.
Currently, the Company has no agreements, whether written or oral, with any
individual or entity, to act as a finder for the Company.
 
 Our
current administrative office is located at; c/o Paragon Capital LP 110 East
59th Street, 29th Floor, New York, NY 10022.
 
 Business
Opportunity Selection
 
 A
decision to effectuate an acquisition by the Company may be made upon the
principal shareholders’ review of the following items:
 
 (1)
              the
      abilities of the new management and
personnel;
 
 (2)
              the
      acceptability of new products or
services;
 
 (3)
              the
      perceived benefit the acquisition will derive from becoming a publicly
      traded; and
 
 (4)
              factors
      which may be difficult to analyze through any objective
      criteria.
 
 It is
anticipated that the current or historical operations of a business acquisition
candidate may not be indicative of the future because of the need to access
additional capital, change product or service strategies, change or make
additions to their management team, or make other material changes. The Company
will be dependent upon the new management team of a specific business
opportunity to identify any such potential issues and to identify and implement
any changes required.
   -2-
 
 Because
our Company may participate in a business opportunity with a newly organized
entity or with an entity which is entering a new phase of growth, it should be
emphasized that the Company will incur further risks.
 
 It
is anticipated that our Company will be limited to one acquisition due to
limited capital and thus, may not be able to properly diversify for the benefit
of current shareholders. This should be considered an adverse factor affecting
any decision to purchase the Company’s securities.
 
 Our
Company may effect transactions having a potentially adverse impact upon our
Company’s shareholders. Pursuant to the authority and discretion provided by the
Company’s bylaws and the corporate law of the State of Nevada, the Company’s
current or future management and its board of directors may complete
acquisitions without submitting any proposal to the stockholders for their
consideration. Additionally, the Company may not furnish shareholders, prior to
any business combination, with financial statements, or any other documentation,
concerning a target company or its business.
 
 The
analysis of potential business opportunities will be undertaken by or under the
supervision of the Company’s principal shareholders, who are not professional
business analysts. Current or future management of the Company may decide to
hire outside consultants to assist in the investigation and selection of
business opportunities, and might pay a finder’s fee, in stock in cash, as
allowed by law. Since the Company has no current plans to use any outside
consultants, no criteria or policies have been adopted.
 
 The
Company anticipates that it will consider, among other things, the following
factors:
 
 1.
              Potential
      for growth and profitability indicated by new technology, anticipated
      market expansion, or new products;
 
 2.
              The
      Company’s perception of how any particular business opportunity will be
      received by the investment community and by the Company’s
      stockholders;
 
 3.
              Capital
      requirements and anticipated availability of required funds, to be
      provided by the Company or from operations, through the sale of additional
      securities, through joint ventures or similar arrangements, or from other
      sources;
 
 4.
              Competitive
      position as compared to other companies of similar size and experience
      within the industry segment as well as within the industry as a
      whole;
 
 5.
              Strength
      and diversity of existing management, or management prospects that are
      scheduled for recruitment;
 
 6.
              The
      cost of participation by the Company as compared to the perceived tangible
      and intangible values and potential;
and
 
 7.
              The
      accessibility of required management expertise, personnel, raw materials,
      services, professional assistance, and other required
    items.
 
 Not one
of the factors described, if any, above will be controlling in the selection of
a business opportunity. We will attempt to analyze all factors appropriate to
each opportunity. 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 difficult and complex. Potential investors must recognize that,
because of the Company’s limited capital available for investigation, the
Company may not discover or adequately evaluate adverse facts about the
opportunity to be acquired.
 
 We are
unable to predict when it may participate in a business opportunity. Prior to
making a decision with regards to a business opportunity, the Company’s current
or future management may request that it be provided with written materials
regarding the business opportunity containing such items as a description of
products, services and company history; management resumes; financial
information; available projections, with related assumptions upon which they are
based; an explanation of proprietary products and services; evidence of existing
patents, trademarks, or services marks, or rights thereto; present and proposed
forms of compensation to management; a description of transactions between such
company and its affiliates during relevant periods; a description of present and
required facilities; an analysis of risks and competitive conditions; a
financial plan of operation and estimated capital requirements; audited
financial statements, or if they are not available, unaudited financial
statements, together with reasonable assurances that audited financial
statements would be able to be produced within a reasonable period of time
following completion of a merger transaction; and other information deemed
relevant.
   -3-
 
 As part
of the Company’s investigation, our officers and directors may meet personally
with management and key personnel, may visit and inspect material facilities,
obtain independent analysis or verification of certain information provided,
check references of management and key personnel, and take other reasonable
investigative measures, to the extent of the Company’s limited financial
resources.
 
 It is
possible that the range of business opportunities that might be available for
consideration by the Company could be limited by the impact of Securities and
Exchange Commission regulations regarding purchase and sale of “penny stocks.”
The regulations would affect, and possibly impair, any market that might develop
in the Company’s securities until such time as they qualify for listing on
NASDAQ or on another exchange which would make them exempt from applicability of
the “penny stock” regulations.
 
 The
Company believes that various types of potential merger or acquisition
candidates might find a business combination with the Company to be attractive.
These include acquisition candidates desiring to create a public market for
their shares in order to enhance liquidity for current shareholders, acquisition
candidates which have long-term plans for raising capital through the public
sale of securities and believe that the possible prior existence of a public
market for their securities would be beneficial, and acquisition candidates
which plan to acquire additional assets through issuance of securities rather
than for cash, and believe that the possibility of development of a public
market for their securities will be of assistance in that process. Acquisition
candidates who have a need for an immediate cash infusion are not likely to find
a potential business combination with the Company to be an attractive
alternative.
 
 Acquisition
Structure
 
 It is
impossible to predict the manner in which the Company may participate in a
business opportunity. Specific business opportunities will be reviewed as well
as the respective needs and desires of the Company and the promoters of the
opportunity and, upon the basis of that review and the relative negotiating
strength of the Company and such promoters, the legal structure or method deemed
by management to be suitable will be selected. Such structure may include, but
is not limited to leases, purchase and sale agreements, licenses, joint ventures
and other contractual arrangements. The Company may act directly or indirectly
through an interest in a partnership, corporation or other form of organization.
Implementing such structure may require the merger, consolidation or
reorganization of the Company with other corporations or forms of business
organization, and although it is likely, there is no assurance that the Company
would be the surviving entity. In addition, the present management, board of
directors and stockholders of the Company most likely will not have control of a
majority of the voting shares of the Company following a reorganization
transaction. As part of such a transaction, the Company’s existing management
and directors may resign and new management and directors may be appointed
without any vote by stockholders.
 
 It is
likely that the Company will acquire its participation in a business opportunity
through the issuance of Common Stock or other securities of the Company.
Although the terms of any such transaction cannot be predicted, it should be
noted that in certain circumstances the criteria for determining whether or not
an acquisition is a so-called “tax free” reorganization under the Internal
Revenue Code of 1986, depends upon the issuance to the stockholders of the
acquired company of a controlling interest (i.e. 80% or more) of the common
stock of the combined entities immediately following the reorganization. If a
transaction were structured to take advantage of these provisions rather than
other “tax free” provisions provided under the Internal Revenue Code, the
Company’s current stockholders would retain in the aggregate 20% or less of the
total issued and outstanding shares. This could result in substantial additional
dilution in the equity of those who were stockholders of the Company prior to
such reorganization. Any such issuance of additional shares might also be done
simultaneously with a sale or transfer of shares representing a controlling
interest in the Company by the principal shareholders.
 
 It is
anticipated that any new securities issued in any reorganization would be issued
in reliance upon exemptions, if any are available, from registration under
applicable federal and state securities laws. In some circumstances, however, as
a negotiated element of the transaction, the Company may agree to register such
securities either at the time the transaction is consummated, or under certain
conditions or at specified times thereafter. The issuance of substantial
additional securities and their potential sale into any trading market that
might develop in the Company’s securities may have a depressive effect upon such
market.
 
 The
Company will participate in a business opportunity only after the negotiation
and execution of a written agreement. Although the terms of such agreement
cannot be predicted, generally such an agreement would require specific
representations and warranties by all of the parties thereto, specify certain
events of default, detail the terms of closing and the conditions which must be
satisfied by each of the parties thereto prior to such closing, outline the
manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms normally found in an
agreement of that type.
 
 As a
general matter, the Company anticipates that it, and/or its officers and
principal shareholders will enter into a letter of intent with the management,
principals or owners of a prospective business opportunity prior to signing a
binding agreement. Such letter of intent will set forth the terms of the
proposed acquisition but will generally not bind any of the parties to
consummate the transaction. Execution of a letter of intent will by no means
indicate that consummation of an acquisition is probable. Neither the Company
nor any of the other parties to the letter of intent will be bound to consummate
the acquisition unless and until a definitive agreement concerning the
acquisition as described in the preceding paragraph is executed. Even after a
definitive agreement is executed, it is possible that the acquisition would not
be consummated should any party elect to exercise any right provided in the
agreement to terminate it on specified grounds.
   -4-
 
 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 costs 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 might
not be recoverable. Moreover, because many providers of goods and services
require compensation at the time or soon after the goods and services are
provided, the inability of the Company to pay until an indeterminate future time
may make it impossible to procure such goods and services.
 
 In all
probability, upon completion of an acquisition or merger, there will be a change
in control through issuance of substantially more shares of common stock.
Further, in conjunction with an acquisition or merger, it is likely that the
principal shareholders may offer to sell a controlling interest at a price not
relative to or reflective of a price which could be achieved by individual
shareholders at the time.
 
 Investment
Company Act and Other Regulations
 
 The
Company may participate in a business opportunity by purchasing, trading or
selling the securities of such business. The Company does not, however, intend
to engage primarily in such activities. Specifically, the Company intends to
conduct its activities so as to avoid being classified as an “investment
company” under the Investment Company Act of 1940 (the “Investment Act”), and
therefore to avoid application of the costly and restrictive registration and
other provisions of the Investment Act, and the regulations promulgated
thereunder.
 
 Section
3(a) of the Investment Act contains the definition of an “investment company,”
and it excludes any entity that does not engage primarily in the business of
investing, reinvesting or trading in securities, or that does not engage in the
business of investing, owning, holding or trading “investment securities”
(defined as “all securities other than government securities or securities of
majority-owned subsidiaries”) the value of which exceeds 40% of the value of its
total assets (excluding government securities, cash or cash items). The Company
intends to implement its business plan in a manner which will result in the
availability of this exception from the definition of “investment company.”
Consequently, the Company’s participation in a business or opportunity through
the purchase and sale of investment securities will be limited.
 
 The
Company’s plan of business may involve changes in its capital structure,
management, control and business, especially if it consummates a reorganization
as discussed above. Each of these areas is regulated by the Investment Act, in
order to protect purchasers of investment company securities. Since the Company
will not register as an investment company, stockholders will not be afforded
these protections.
 
 Any
securities which the Company might acquire in exchange for its Common Stock are
expected to be “restricted securities” within the meaning of the Securities Act
of 1933, as amended (the “Act”). If the Company elects to resell such
securities, such sale cannot proceed unless a registration statement has been
declared effective by the U. S. Securities and Exchange Commission or an
exemption from registration is available. Section 4(1) of the Act, which exempts
sales of securities not involving a distribution, would in all likelihood be
available to permit a private sale. Although the plan of operation does not
contemplate resale of securities acquired, if such a sale were to be necessary,
the Company would be required to comply with the provisions of the Act to effect
such resale.
 
 An
acquisition made by the Company may be in an industry which is regulated or
licensed by federal, state or local authorities. Compliance with such
regulations can be expected to be a time-consuming and expensive
process.
 
 Competition
 
 We expect
to encounter substantial competition in our efforts to locate attractive
opportunities, primarily from business development companies, venture capital
partnerships and corporations, venture capital affiliates of large industrial
and financial companies, small investment companies, and wealthy individuals.
Many of these entities will have significantly greater experience, resources and
managerial capabilities than our Company and will therefore be in a better
position than our Company to obtain access to attractive business
opportunities.
 
 Item 1A. Risk
Factors
 
 RISKS ASSOCIATED WITH OUR
BUSINESS
 
 In
addition to the other information in this report, the following risks should be
considered carefully in evaluating our business and prospects:
   -5-
 
 AN
INVESTMENT IN THE COMPANY IS HIGHLY SPECULATIVE IN NATURE AND INVOLVES AN
EXTREMELY HIGH DEGREE OF RISK.
 
 There may
be conflicts of interest between our management and our non-management
stockholders.
 
 Conflicts
of interest create the risk that management may have an incentive to act
adversely to the interests of other investors. A conflict of interest may arise
between our management’s personal pecuniary interest and its fiduciary duty to
our stockholders. Further, our management’s own pecuniary interest may at some
point compromise its fiduciary duty to our stockholders. In addition, our
officers and directors are currently involved with other blank check companies
and conflicts in the pursuit of business combinations with such other blank
check companies with which they and other members of our management are, and may
be the future be, affiliated with may arise. If we and the other blank check
companies that our officers and directors are affiliated with desire to take
advantage of the same opportunity, then those officers and directors that are
affiliated with both companies would abstain from voting upon the opportunity.
In the event of identical officers and directors, the officers and directors
will arbitrarily determine the company that will be entitled to proceed with the
proposed transaction.
 
 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 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 the Company’s 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.
   -6-
 
 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.
 
 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.
 
 THE
MARKET FOR OUR COMMON STOCK IS VOLATILE AND ITS CONTINUANCE IS
UNCERTAIN.
 
 Our
common stock is quoted on OTC Bulletin Board, under the trading symbol
“TBJK.OB”. The market for our stock is highly volatile. We cannot assure you
that there will be a market in the future for our common stock. The OTC Bulletin
Board securities are not listed and traded on the floor of an organized national
or regional stock exchange. Instead, OTC Bulletin Board securities transactions
are conducted through a telephone and computer network connecting dealers in
stocks. OTC Bulletin Board stocks are traditionally smaller companies that do
not meet the financial and other listing requirements of a regional or national
stock exchange.
 
 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.
 
 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.
   -7-
 
 WE
WILL NEED ADDITIONAL CAPITAL FINANCING IN THE FUTURE.
 
 As of
September 30, 2009, we had $13 in cash on hand, a net loss of $30,169 and a
stockholders’ deficit of $12,737, causing our auditors to express their doubt as
to our ability to continue as a going concern. 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, develop new or enhanced products,
or take advantage of unanticipated acquisition opportunities. 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 non-reimbursable costs, including
legal fees. Our articles of incorporation and 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.
 
 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.
 
 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 receives 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:
   -8-
  
 •
              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.
 
 Item 1B.
Unresolved Staff Comments
 
 N/A
 
 Item 2.
Description of Properties
 
 We do not
own or lease any properties and at this time have no agreements to own or lease
any properties in the near future.
 
 Item 3. Legal
Proceedings
 
 The
Company is not party to any legal proceedings nor is it aware of any
investigation, claim or demand made on the Company that may reasonably result in
any legal proceedings.
 
 Item 4.
Submission of Matters to a Vote of Security Holders
 
 On
September 15, 2008, pursuant to the terms of a Stock Purchase Agreement dated
September 15, 2008 (See Exhibit 10.1) as filed as an Exhibit to Form 8-K,
Paragon Capital, LP (“Paragon”) purchased a total of 24,500,000 shares of the
issued and outstanding common stock of the Company for an aggregate purchase
price of $18,375 in cash from another shareholder. The total of 24,500,000
shares represented 53.84% of the total issued and outstanding Common Stock, par
value $0.001 per share, of the Company at the time of transfer. In addition and
at the same time, Paragon invested $56,625 in the Company and received
75,500,000 newly issued shares of common stock of the Company. Mr. Alan P.
Donenfeld, our sole officer/director, has sole voting and dispositive control of
Paragon.
 
 On
November 19, 2008, pursuant to the Subscription Agreement dated September 15,
2008 between the Company and Paragon (See Exhibit 10.2), as filed as an Exhibit
to Form 8-K, Paragon purchased an additional 300,000,000 newly issued shares of
common stock of Timberjack for an aggregate purchase price of $225,000,
resulting in Paragon owning an aggregate of 400,000,000 shares of restricted
common stock of Timberjack and representing 93.24% of the issued and outstanding
common stock of Timberjack. The shares purchased by Paragon under the
Subscription Agreement were issued upon reliance on the exemptions from the
registration requirements of the Securities Act of 1933, as amended, afforded
Timberjack under Section 4(2) promulgated thereunder due to the fact that the
issuance did not involve a public offering of securities. The net proceeds of
the sale were used for working capital purposes.
 
 Upon the
consummation of this change of control transaction as described in this section,
Ted D. Campbell II, the then sole officer and director of the Company, resigned
immediately, and Alan P. Donenfeld, was appointed as the President, Chief
Executive Officer and the sole director of Timberjack with immediate
effect.
  
 
 -9-
 
 
 PART
II
 
 Item 5. Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities
 
 Market
Information
 
 Our
common stock is quoted on OTC Bulletin Board, under the trading symbol
“TBJK.OB”. The market for our stock is highly volatile. We cannot assure you
that there will be a market in the future for our common stock. The OTC Bulletin
Board securities are not listed and traded on the floor of an organized national
or regional stock exchange. Instead, OTC Bulletin Board securities transactions
are conducted through a telephone and computer network connecting dealers in
stocks. OTC Bulletin Board stocks are traditionally smaller companies that do
not meet the financial and other listing requirements of a regional or national
stock exchange.
 
 The
following table shows the high and low prices of our common shares on the OTC
Bulletin Board for each quarter since our common stock began to trade on the OTC
Bulletin Board on July 11, 2007. The following quotations reflect inter-dealer
prices, without retail mark-up, mark-down or commission and may not necessarily
represent actual transactions:
 
 Period
              
              High
              
              
              LowJanuary
      1, 2007 – March 31, 2007
              
              
              N/A
              
              
              
              N/AApril
      1, 2007 – June 30, 2007
              
              
              N/A
              
              
              
              N/AJuly
      1, 2007-September 30, 2007
              
              $
              N/A
              
              
              $
              N/AOctober
      1, 2007-December 31, 2007
              
              $
              2.50
              
              
              $
              2.00January
      1, 2008-March 31, 2008
              
              $
              0.30
              
              
              $
              0.30April
      1, 2008-June 30, 2008
              
              $
              0.30
              
              
              $
              0.10July
      1, 2008-September 30, 2008
              
              $
              0.04
              
              
              $
              0.02October
      1, 2008-December 31, 2008
              
              $
              0.03
              
              
              $
              0.03January
      1, 2009-March 31, 2009
              
              $
              0.02
              
              
              $
              0.01April
      1, 2009-June 30, 2009
              
              $
              0.01
              
              
              $
              0.01July
      1, 2009-September 30, 2009
              
              $
              0.009
              
              
              $
              0.004
 
 “Penny Stock”
Regulations
 
 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 receives 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.
    -10-
 
 The
broker or dealer must also deliver, prior to any transaction in a penny stock, a
disclosure schedule prescribed by the Securities and Exchange 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.
 
 Our Company
Securities
 
 (a)
Capital Stock
 
 Common
Stock:
 
 The
Company is authorized by its Certificate of Incorporation, as amended, to issue
an aggregate of 985,000,000 shares of capital stock, of which 980,000,000 are
shares of Common Stock, par value $0.001 per share (the “Common Stock”). As of
the date hereof, 429,000,000 shares of Common Stock are issued and
outstanding.
 
 Preferred
Stock:
 
 Our
Certificate of Incorporation authorizes the issuance of up to 5,000,000 shares
of preferred stock, par value $0.001 per share and (the “Preferred Stock”) with
rights, preferences and designations as established by the Company’s board of
directors from time to time without stockholder approval. The Company has not
yet issued any of its Preferred Stock.
 
 Voting
Rights:
 
 Pursuant
to our bylaws, our common stock is entitled to one vote per share on all matters
submitted to a vote of the stockholders, including the election of directors.
Except as otherwise required by law or provided in any resolution adopted by our
board of directors with respect to any series of preferred stock, the holders of
our common stock possess all voting power. Generally, all matters to be voted on
by stockholders must be approved by a majority (or, in the case of election of
directors, by a plurality) of the votes entitled to be cast by all shares of our
common stock that are present in person or represented by proxy, subject to any
voting rights granted to holders of any preferred stock. Holders of our common
stock representing one-percent (1%) of our capital stock issued, outstanding and
entitled to vote, represented in person or by proxy, are necessary to constitute
a quorum at any meeting of our stockholders. A vote by the holders of a majority
of our outstanding shares is required to effectuate certain fundamental
corporate changes such as liquidation, merger or an amendment to our Certificate
of Incorporation. Our Certificate of Incorporation do not provide for cumulative
voting in the election of directors.
  Subject
to any preferential rights of any outstanding series of preferred stock created
by our board of directors from time to time, the holders of shares of our common
stock will be entitled to such cash dividends as may be declared from time to
time by our board of directors from funds available therefore.
  Subject
to any preferential rights of any outstanding series of preferred stock created
from time to time by our board of directors, upon liquidation, dissolution or
winding up of our company, the holders of shares of our common stock will be
entitled to receive, on a pro rata basis, all assets of our company available
for distribution to such holders.
  In the
event of any merger or consolidation of our company with or into another company
in connection with which shares of our common stock are converted into or
exchangeable for shares of stock, other securities or property (including cash),
all holders of our common stock will be entitled to receive the same kind and
amount of shares of stock and other securities and property (including cash), on
a pro rata basis. Holders of our common stock have no pre-emptive rights, no
conversion rights and there are no redemption provisions applicable to our
common stock.
   -11-
 
 (b)
Market Information. Our Common Stock is currently traded on the Over-the-Counter
Bulletin Board (OTCBB) under the ticker symbol “TBJK”.
 
 (c)
Holders of the Company's Securities. As of September 30, 2009, there were _15_
holders of record of shares of the Company’s Common Stock.
 
 (d)
Dividends. We have never paid any cash dividends on common stock and do not
contemplate the payment of cash dividends in the foreseeable
future.
 
 Recent Sales of Unregistered
Securities
 
 During
the year ended September 30, 2009, the Company issued 8,000,000 shares of its
common stock at per share price of $0.00075 for a total amount of $6,000. This
amount was charged to legal and professional fees in the statement of
operations. These shares issued for services rendered were issued upon reliance
on the exemptions from the registration requirements of the Securities Act of
1933, as amended, afforded Timberjack under Section 4(2) promulgated thereunder
due to the fact that the issuance did not involve a public offering of
securities.
 
 On
November 19, 2008, pursuant to the Subscription Agreement dated September 15,
2008 between the Company and Paragon, Paragon purchased 300,000,000 shares of
common stock of Timberjack for an aggregate purchase price of $225,000,
resulting in Paragon owning an aggregate of 400,000,000 shares of common stock
of Timberjack and representing 93.24% of the issued and outstanding common stock
of Timberjack. Mr. Alan P. Donenfeld has sole voting and dispositive control of
Paragon.
 
 The
shares issued under the Subscription Agreement were issued upon reliance on the
exemptions from the registration requirements of the Securities Act of 1933, as
amended, afforded Timberjack under Section 4(2) promulgated thereunder due to
the fact that the issuance did not involve a public offering of securities. The
net proceeds of the sale will be used for working capital purposes.
 
 Item 6.
Selected Financial Data
 
 N/A.
 
 Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations
 
 You
should read the following discussion together with "Selected Historical
Financial Data" and our consolidated financial statements and the related notes
included elsewhere in this Annual Report. This discussion contains
forward-looking statements, which involve risks and uncertainties. Our actual
results may differ materially from those we currently anticipate as a result of
many factors, including the factors we describe under "Risk Factors” and
elsewhere in this Annual Report.
 
 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 Annual Report. See "Risk Factors."
 
 Unless
stated otherwise, the words “we,” “us,” “our,” “the Company” or “Timberjack” in
this Annual Report collectively refers to the Company.
 
 A.
Change in Control
 
 On
September 15, 2008, pursuant to the terms of a Stock Purchase Agreement dated
September 15, 2008 (See Exhibit 10.1) as filed as an Exhibit to Form 8-K,
Paragon Capital, LP (“Paragon”) purchased a total of 24,500,000 shares of the
issued and outstanding common stock of the Company for an aggregate purchase
price of $18,375 in cash from another shareholder. The total of 24,500,000
shares represented 53.84% of the total issued and outstanding Common Stock, par
value $0.001 per share, of the Company at the time of transfer. In addition and
at the same time, Paragon invested $56,625 in the Company and received
75,500,000 newly issued shares of common stock of the Company. Mr. Alan P.
Donenfeld, our sole officer/director, has sole voting and dispositive control of
Paragon.
   -12-
 
 On
November 19, 2008, pursuant to the Subscription Agreement dated September 15,
2008 between the Company and Paragon (See Exhibit 10.2), as filed as an Exhibit
to Form 8-K, Paragon purchased an additional 300,000,000 newly issued shares of
common stock of Timberjack for an aggregate purchase price of $225,000,
resulting in Paragon owning an aggregate of 400,000,000 shares of restricted
common stock of Timberjack and representing 93.24% of the issued and outstanding
common stock of Timberjack. The shares purchased by Paragon under the
Subscription Agreement were issued upon reliance on the exemptions from the
registration requirements of the Securities Act of 1933, as amended, afforded
Timberjack under Section 4(2) promulgated thereunder due to the fact that the
issuance did not involve a public offering of securities. The net proceeds of
the sale were used for working capital purposes.
 
 Upon the
consummation of this change of control transaction as described in this section,
Ted D. Campbell II, the then sole officer and director of the Company, resigned
immediately, and Alan P. Donenfeld, was appointed as the President, Chief
Executive Officer and the sole director of Timberjack with immediate
effect.
 
 B.
Plan of Operations for the Coming Year
 
 As of
September 30, 2009, the Company is a shell company as defined in Rule 12b-2 of
the Exchange Act. The Company’s current business is to pursue a business
combination through acquisition, or merger with, an existing company. The
Company’s ability to continue as a going concern is dependent upon its ability
to develop additional sources of capital, locate and complete a merger with
another company and ultimately achieve profitable operations. No assurances can
be given that the Company will be successful in locating or negotiating with any
target company.
 
 We will
attempt to locate and negotiate with a business entity for the merger of that
target business into the Company. In certain instances, a target business may
wish to become a subsidiary of the Company or may wish to contribute assets to
the Company rather than merge. No assurances can be given that we will be
successful in locating or negotiating with any target business.
 
 We will
not acquire or merge with any entity which cannot provide audited financial
statements at or within a reasonable period of time after closing of the
proposed transaction. We are subject to all the reporting requirements included
in the Exchange Act. Included in these requirements is our duty to file audited
financial statements as part of our Form 8-K to be filed with the Securities and
Exchange Commission upon consummation of a merger or acquisition, as well as our
audited financial statements included in our annual report on Form 10-K. If such
audited financial statements are not available at closing, or within time
parameters necessary to insure our compliance with the requirements of the
Exchange Act, or if the audited financial statements provided do not conform to
the representations made by the target business, the closing documents may
provide that the proposed transaction will be voidable at the discretion of our
present management.
 
 We will
not restrict our search for any specific kind of businesses, but may acquire a
business which is in its preliminary or development stage, which is already in
operation, or in essentially any stage of its business life. It is impossible to
predict at this time the status of any business in which we may become engaged,
in that such business may need to seek additional capital, may desire to have
its shares publicly traded, or may seek other perceived advantages which we may
offer.
 
 A
business combination with a target business will normally involve the transfer
to the target business of the majority of our common stock, and the substitution
by the target business of its own management and board of
directors.
 
 The Board
of Directors has passed a resolution which contains a policy that we will not
seek an acquisition or merger with any entity in which our officer, director,
stockholders or his affiliates or associates serve as officer or director or
hold more than a 10% ownership interest.
 
 C.
Discussion of Financial Condition and Results of Operations.
 
 Liquidity and Capital
Resources
 
 As of
September 30, 2009, we had limited cash of $13 and an accumulated deficit during
the development stage (Inception to September 30, 2009) of $387,512. Our
operating activities used $237,102 in cash for the fiscal year period ended
September 30, 2009, while our operations used $56,746 cash in the fiscal year
ended September 30, 2008. The increase in uses of operating cash was primarily
attributable to payments resulting in the decrease in accounts
payable.
   -13-
 
 We did
not realize any revenue during the fiscal year ended September 30, 2009 and the
period September 8, 2005 (inception) to September 30, 2009. Due to the foregoing
and our status as a shell company, as of September 30, 2009 and 2009, our
auditors have expressed their doubt as to the ability to continue as a going
concern.
 
 In order
to continue as a going concern and achieve a profitable level of operations, the
Company will need, among other things, additional capital resources and
developing a consistent source of revenues. The ability of the Company to
continue as a going concern is dependent upon its ability to successfully
accomplish the plan described in the preceding paragraph and become profitable
and to be able to sustain such profitability. The accompanying financial
statements do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.
 
 Management
believes that the Company will require a cash infusion of at least $50,000 for
the next twelve months to fund its operations. Historically, we have depended on
funds from our principal shareholders and their affiliated companies (to provide
us with working capital as required). There is no guarantee that such funding
will be available when required and there can be no assurance that our
stockholders, ,will continue making loans or advances to us in the future. The
new controlling shareholder, Paragon Capital LP will be responsible for these
expenses.
 
 At
September 30, 2009, the Company had no loans and notes outstanding and a current
account payable of $12,750 which shall be paid for from current subscriptions
receivable.
 
 Fiscal
Year Ended September 30, 2009 Compared to September 30, 2008
 
 The
following table summarizes the results of our operations during the fiscal years
ended September 30, 2009 and 2008, respectively, and provides information
regarding the dollar and percentage increase or (decrease) from the current
12-month period to the prior 12-month period:
 
 Line
      Item
              
              9/30/2009
                (Audited)
              
              
              9/30/2008
                (Audited)
              
              
              Increase
                (Decrease)
              
              
              Percentage
                Increase
                (Decrease)Revenues
              
              $
              0
              
              
              $
              0
              
              
              $
              0
              
              
              
              N/A%Operating
      Expenses
              
              $
              30,169
              
              
              $
              281,179
              
              
              $
              (251,009)
              
              
              
              (932%)Net
      (Loss)
              
              $
              30,169
              
              
              $
              281,179
              
              
              $
              (251,009)
              
              
              
              (932%)Loss
      Per Share of Common Stock
              
              $
              0
              
              
              $
              0.01
              
              
              $
              0.01
              
              
              
              0%
 
 Assets. At September 30,
2009, we had $13 cash on hand. At September 30, 2008, we had $115 cash on hand.
This minimal amount of cash on hand and nominal decrease was due to a lack of
revenue producing operations and costs associated with the operation of the
Company.
 
 Total Current Liabilities.Our Total Current Liabilities decreased to $12,750 at September 30, 2009
from $225,683 at September 30, 2008. This decrease in Total Current Liabilities
was due to the cessation of business operations and November 2008 change of
control..
 
 Revenues.For the fiscal year
ended September 30, 2009 and 2008, we realized no revenues.
 
 Operating Expenses.Our
Operating Expenses decreased to $30,169 for the fiscal year ended September 30,
2009 from $281,179 for the fiscal year ended September 30, 2008. This decrease
in Operating Expenses was due to the cessation of business operations and
November 2008 change of control..
 
 Net Loss.We recorded a Net
Loss of $30,169 for the fiscal year ended September 30, 2009 as compared with a
Net Loss of $281,179 for the fiscal year ended September 30, 2008. The decrease
in Net Losses was due to the winding up of its business operations and November
2008 change of control.
 
 Total Stockholders’ Deficit.Total Stockholders’ Deficit decreased to $12,737 at September 30, 2009
from $225,568 at September 30, 2008. This decrease in Total Stockholders’ Equity
was due to expenses related to the winding up of its business operations and
November 2008 change of control.
 
 -14-
  Off
Balance Sheet Arrangements
 
 We do not
have any off balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity or capital
expenditures or capital resources that is material to an investor in our
securities.
 
 Seasonality
 
 Our
operating results are not affected by seasonality.
 
 Inflation
 
 Our
business and operating results are not affected in any material way by
inflation.
 
 Critical
Accounting Policies
 
 The
Securities and Exchange Commission issued Financial Reporting Release No. 60,
"Cautionary Advice Regarding Disclosure About Critical Accounting Policies"
suggesting that companies provide additional disclosure and commentary on their
most critical accounting policies. In Financial Reporting Release No. 60, the
Securities and Exchange Commission has defined the most critical accounting
policies as the ones that are most important to the portrayal of a company's
financial condition and operating results, and require management to make its
most difficult and subjective judgments, often as a result of the need to make
estimates of matters that are inherently uncertain. The nature of our business
generally does not call for the preparation or use of estimates. Due to the fact
that the Company does not have any operating business, we do not believe that we
do not have any such critical accounting policies.
 
 Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
 
 N/A
 
  -15-
  
 Item 8.
Financial Statements and Supplementary Data
 
  F-1
                INDEPENDENT
      AUDITOR'S REPORT – 2009 and 2008F-2
                BALANCE
      SHEETSF-3
                STATEMENTS
      OF OPERATIONSF-4
                STATEMENTS
      OF CHANGES IN STOCKHOLDERS' (DEFICIT)F-5
                STATEMENTS
      OF CASH FLOWSF-6 - F-9
                NOTES
      TO THE FINANCIAL STATEMENTS
 
 
 
 
 -16-
 
  REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To the
Board of Directors
 Timberjack
Sporting Supplies, Inc.
 
 We have
audited the accompanying balance sheets of Timberjack Sporting Supplies, Inc.
(“the Company”) as of September 30, 2009 and 2008 and the related statements of
operations, changes in stockholders’ equity (deficit) and cash flows for the
years then ended and for the period September 8, 2005 (date of inception) to
September 30, 2009. These financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on these
financial statements based on our audit.
 
 We
conducted our audit 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 audit provides a
reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company and the results of its
operations and its cash flows for the years ended September 30, 2009 and 2008
and for the period September 8, 2005 (date of inception) to September 30, 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 8 to the financial
statements, as of September 30, 2009, the Company is a shell company as defined
in Rule 12b-2 of the Exchange Act. The Company’s current business is to pursue a
business combination through acquisition, or merger with, an existing company.
The Company’s ability to continue as a going concern is dependent upon its
ability to develop additional sources of capital, locate and complete a merger
with another company and ultimately achieve profitable operations. No assurances
can be given that the Company will be successful in locating or negotiating with
any target company. These conditions raise substantial doubt about its ability
to continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
 
 /s/
Conner & Associates, PC
 CONNER
& ASSOCIATES, PC
 Newtown,
Pennsylvania
 18
December 2009
 
 F-1
 
  
 
 TIMBERJACK
      SPORTING SUPPLIES, INC.(A
      Development Stage Enterprise)Balance
      SheetsASSETSSeptember
      30, 2009
              
              
              September
      30, 2008Current assetsCash
              
              $
              13
              
              
              $
              115Total
      current assets
              
              
              13
              
              
              
              115Total
      assets
              
              
              13
              
              
              
              115LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)Current liabilitiesAccounts
      payable
              
              $
              12,750
              
              
              $
              225,683Total
      liabilities
              
              
              12,750
              
              
              
              225,683Commitment
      and contingencies
              
              
              -
              
              
              
              -Stockholders' equity
    (deficit)Preferred
      stock, $.0001 par value,authorized
      5,000,000 shares, none issued and outstanding
              
              
              -
              
              
              
              -Common
      stock, $.001 par value,authorized
      980,000,000 shares: 429,000,000 shares issuedand
      outstanding as of September 30, 2009 and 121,000,000shares
      issued and outstanding as of September 30, 2008
              
              
              429,000
              
              
              
              121,000Additional
      paid-in capital
              
              
              (54,225
              )
              
              
              10,775Deficit
      accumulated during the development stage
              
              
              (387,512
              )
              
              
              (357,343
              )Total
      stockholders' equity (deficit)
              
              
              (12,737
              )
              
              
              (225,568
              )Total
      liabilities and stockholders' equity (deficit)
              
              $
              13
              
              
              $
              115The
      accompanying notes should be read in conjunction with the financial
      statements
 
 
 F-2
 
  
 TIMBERJACK
      SPORTING SUPPLIES, INC.(A
      Development Stage Enterprise)Statement
      of OperationsFor
      the periodFor
      the year
              
              
              For
      the year
              
              
              September
      8, 2005ended
              
              
              ended
              
              
              (Inception)
      toSeptember
      30, 2009
              
              
              September
      30, 2008
              
              
              September
      30, 2009Net
      sales
              
              $
              -
              
              
              $
              -
              
              
              $
              -Cost
      of sales
              
              
              -
              
              
              
              -
              
              
              
              -Gross
      profit
              
              
              -
              
              
              
              -
              
              
              
              -Legal
      and professional fees
              
              
              28,250
              
              
              
              9,203
              
              
              
              108,703General
      and administrative expenses
              
              
              1,919
              
              
              
              271,976
              
              
              
              278,810Total
      expenses
              
              
              30,169
              
              
              
              281,179
              
              
              
              387,512Income
      (loss) from operations
              
              
              (30,169
              )
              
              
              (281,179
              )
              
              
              (387,512
              )Provision
      for income taxes
              
              
              -
              
              
              
              -Net
      loss
              
              $
              (30,169
              )
              
              $
              (281,179
              )
              
              $
              (387,512
              )Weighted
      average number ofcommon
      shares outstanding(basic
      and fully diluted)
              
              
              397,731,492
              
              
              
              45,652,886
              
              
              
              66,615,950Basic
      and diluted (loss)per
      common share
              
              $
              Nil
              
              
              $
              (0.01
              )
              
              $
              (0.01
              )Nil
      < $.01 per common shareThe
      accompanying notes should be read in conjunction with the financial
      statements
 
 
 F-3
  TIMBERJACK
      SPORTING SUPPLIES, INC.(A
      Development Stage Enterprise)Statements
      of Changes in Stockholders’ Equity (Deficit)DeficitAccumulatedAdditional
                
                
                During
      the
                
                
                Stockholders'Common
      Stock
                
                
                Paid-In
                
                
                Development
                
                
                EquityShares
                
                
                Amount
                
                
                Capital
                
                
                Stage
                
                
                (Deficit)Balance
      - September 8, 2005 (inception)
                
                
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Issuance
      of common stock
                
                
                24,500,000
                
                
                
                24,500
                
                
                
                (17,000
                )
                
                
                -
                
                
                
                7,500Net
      loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (1,750
                )
                
                
                (1,750
                )Balance,
      September 30, 2005
                
                
                24,500,000
                
                
                $
                24,500
                
                
                $
                (17,000
                )
                
                $
                (1,750
                )
                
                $
                5,750Issuance
      of common stock
                
                
                21,000,000
                
                
                
                21,000
                
                
                
                54,000
                
                
                
                -
                
                
                
                75,000Stock
      offering costs
                
                
                
                
                
                
                
                
                
                
                (7,350
                )
                
                
                
                
                
                
                (7,350
                )Net
      loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (10,330
                )
                
                
                (10,330
                )Balance,
      September 30, 2006
                
                
                45,500,000
                
                
                $
                45,500
                
                
                $
                29,650
                
                
                $
                (12,080
                )
                
                $
                63,070Net
      loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (64,085
                )
                
                
                (64,085
                )Balance,
      September 30, 2007
                
                
                45,500,000
                
                
                $
                45,500
                
                
                $
                29,650
                
                
                $
                (76,165
                )
                
                $
                (1,015
                )Issuance
      of common stock
                
                
                75,500,000
                
                
                
                75,500
                
                
                
                (18,875
                )
                
                
                -
                
                
                
                56,625Net
      loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (281,178
                )
                
                
                (281,178
                )Balance,
      September 30, 2008
                
                
                121,000,000
                
                
                $
                121,000
                
                
                $
                10,775
                
                
                $
                (357,343
                )
                
                $
                (225,568
                )Issuance
      of common stock
                
                
                300,000,000
                
                
                
                300,000
                
                
                
                (75,000
                )
                
                
                -
                
                
                
                225,000Common
      stock issued for services
                
                
                8,000,000
                
                
                
                8,000
                
                
                
                (2,000
                )
                
                
                -
                
                
                
                6,000Additional
      capital contribution
                
                
                -
                
                
                
                -
                
                
                
                12,000
                
                
                
                -
                
                
                
                12,000Net
      loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (30,169
                )
                
                
                (30,169
                )Balance,
      September 30, 2009
                
                
                429,000,000
                
                
                $
                429,000
                
                
                $
                (54,225
                )
                
                $
                (387,512
                )
                
                $
                (12,737
                )The
      accompanying notes should be read in conjunction with the financial
      statements





F-4





TIMBERJACK
      SPORTING SUPPLIES, INC.(A
      Development Stage Enterprise)Statements
      of Cash FlowsFor
      the periodFor
      the year
            
            
            For
      the year
            
            
            September
      8, 2005ended
            
            
            ended
            
            
            (Inception)
      toSeptember
      30, 2009
            
            
            September
      30, 2008
            
            
            September
      30, 2009Cash
      flows from operating activitiesNet
      (loss)
            
            $
            (30,169
            )
            
            $
            (281,179
            )
            
            $
            (387,512
            )Adjustments
      to reconcile net (loss) to netcash
      used in operating activities:Stock
      issued for services
            
            
            6,000
            
            
            
            -
            
            
            
            6,000Increase
      (decrease) in accounts payable
            
            
            (212,933
            )
            
            
            224,433
            
            
            
            12,750Net
      cash (used in) operating activities
            
            
            (237,102
            )
            
            
            (56,746
            )
            
            
            (368,762
            )Cash
      flows from investing activitiesPurchase
      of investments
            
            
            -
            
            
            
            -
            
            
            
            (5,000
            )Sale
      of investments
            
            
            -
            
            
            
            -
            
            
            
            5,000Net
      cash used in investign activities
            
            
            -
            
            
            
            -
            
            
            
            -Cash
      flows from financing activitiesProceeds
      from issuance of common stock
            
            
            225,000
            
            
            
            56,625
            
            
            
            356,775Proceeds
      from additional capital contributions
            
            
            12,000
            
            
            
            -
            
            
            
            12,000Net
      cash provided by financing activities
            
            
            237,000
            
            
            
            56,625
            
            
            
            368,775Net
      increase in cash and cash equivalents
            
            
            (102
            )
            
            
            (121
            )
            
            
            12Cash
      - beginning of period
            
            
            115
            
            
            
            235
            
            
            
            -Cash
      - end of period
            
            $
            13
            
            
            $
            115
            
            
            $
            12Supplemental
      disclosure of cash flow information:Taxes
      paid
            
            
            -
            
            
            
            -
            
            
            
            -Interest
      paid
            
            $
            -
            
            
            $
            -
            
            
            $
            -The
      accompanying notes should be read in conjunction with the financial
      statements








F-5










TIMBERJACK
SPORTING SUPPLIES, INC.


(A
Development Stage Enterprise)


NOTES
TO FINANCIAL STATEMENTS


September
30, 2009 and 2008







NOTE 1.
BASIS OF PRESENTATION
AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Nature of
Business





Timberjack
Sporting Supplies, Inc. (“the Company”) was incorporated in the state of Nevada
on September 8, 2005.





The
Company had a principal business objective of providing cost effective, high
quality gun care products, accessories and related sporting equipment for the
discriminating consumer, at substantial savings to the rugged outdoorsman, the
general public and all levels of federal, state, county and local law
enforcement.





During
August 2008, the Company discontinued its prior business and amended its
business plan.





As of
September 30, 2009 and 2008, the Company is a shell company as defined in Rule
12b-2 of the Exchange Act. The Company’s business is to pursue a business
combination through acquisition, or merger with, an existing company. No
assurances can be given that the Company will be successful in locating or
negotiating with any target company.





Basis of
Presentation





The
accompanying financial statements have been prepared in accordance with United
States generally accepted accounting principles (US GAAP) for financial
information and in accordance with the Securities and Exchange Commission’s
Regulation S-X. They reflect all adjustments which are, in the opinion of
management, necessary for a fair presentation of the financial position and
operating results for the years ended September 30, 2009 and 2008, respectively
along with the period September 8, 2005 (date of inception) to June 30,
2009.





Reclassifications





Certain
amounts in the accompanying financial statements as of September 30, 2008 have
been reclassified by the Company to conform to the September 30, 2009
presentation. These reclassifications had a $375 increased effect on the
previously reported net loss as a result of the stock purchase agreement in
September 2008.





Use of
Estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and the reported revenues and expenses during the
reporting periods. Because of the use of estimates inherent in the financial
reporting process, actual results may differ significantly from those
estimates.





Cash and Cash
Equivalents





The
Company maintains cash balances in a non-interest bearing account that currently
does not exceed federally insured limits. For the purpose of the statements of
cash flows, all highly liquid investments with a maturity of three months or
less are considered to be cash equivalents.





Fair Value of Financial
Instruments





The fair
value of cash and cash equivalents and accounts payables approximates the
carrying amount of these financial instruments due to their short
maturity.





Net Loss Per Share
Calculation





Basic net
loss per common share ("EPS") is computed by dividing income available to common
stockholders by the weighted-average number of common shares outstanding for the
period.  Diluted earnings per shares is computed by dividing net income by
the weighted average shares outstanding, assuming all dilutive potential common
shares were issued.






F-6








Revenue
Recognition





For the
period September 8, 2005 (inception) to September 30, 2009, the Company did not
realize any revenue





Income
Taxes





Income
taxes are provided for using the liability method of accounting. A deferred tax
asset or liability is recorded for all temporary differences between financial
and tax reporting. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax basis. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets
will not be realized. Deferred tax assets and liabilities are adjusted for the
effect of changes in tax laws and rates on the date of enactment.





Recently Issued Accounting
Pronouncements





In June
2009, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 168,
“The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles – a replacement of FASB Statement No. 162,” (“SFAS 168”).
SFAS 168 establishes the FASB Accounting Standards
Codification (“Codification”) as the source of authoritative
generally accepted accounting principles (“GAAP”) for nongovernmental entities.
The Codification does not change GAAP. Instead, it takes the thousands of
individual pronouncements that currently comprise GAAP and reorganizes them into
approximately ninety accounting topics, and displays all topics using a
consistent structure. Contents in each topic are further organized first by
subtopic, then section and finally paragraph. The paragraph level is the only
level that contains substantive content. Citing particular content in
the Codification involves specifying the unique numeric path to the content
through the topic, subtopic, section and paragraph structure. FASB suggests that
all citations begin with “FASB ASC,” where ASC stands for Accounting Standards
Codification. Changes to the ASC subsequent to June 30, 2009 are
referred to as Accounting Standards Updates (“ASU”).





In
conjunction with the issuance of SFAS 168, the FASB also issued its first
Accounting Standards Update No. 2009-1, “Topic 105 –Generally Accepted
Accounting Principles” (“ASU 2009-1”) which includes SFAS 168 in its entirety as
a transition to the ASC.





ASU
2009-1 is effective for interim and annual periods ending after September 15,
2009 and will not have an impact on the Company’s financial position or results
of operations but will change the referencing system for accounting
standards.





As
      of September 30, 2009, the first annual period in which ASU 2009-1 is
      effective, all citations to the various SFAS’ have been eliminated and
      will be replaced with FASB ASC as suggested by the FASB in future interim
      and annual financial statements.
              
              The
      Company does not expect any of the recently issued accounting
      pronouncements to have a material impact on its financial condition or
      results of operations.





NOTE
2. PREFERRED
STOCK





The
Company is authorized to issue 5,000,000 shares of preferred stock. The
Preferred Stock of the Company shall be issued by the Board of Directors of the
Company in one or more classes or one or more series within any class and such
classes or series shall have such voting powers, full or limited, or no voting
powers, and such designations, preferences, limitations or restrictions as the
Board of Directors of the Company may determine, from time to time.





As of
September 30, 2009 and 2008, there is no preferred stock issued and
outstanding.





NOTE 3.
STOCK FOR
SERVICES





During
the year ended September 30, 2009, the Company issued 8,000,000 shares of its
common stock at per share price of $0.00075 for a total amount of $6,000. This
amount was charged to legal and professional fees in the statement of
operations.





During
the year ended September 30, 2008, the Company did not issue any stock for
services.





NOTE
4. COMMON
STOCK





As of
September 30, 2009, the Company is authorized to issue 980,000,000 shares of
common stock.








F-7











Year ended September 30,
2009:





On
November 19, 2008, the Company completed an offering of 300,000,000 shares of
its restricted common stock in a private placement at $0.00075 per share for
total consideration of $225,000.





As of
September 30, 2009, there were 429,000,000 shares of common stock of the Company
issued and outstanding.





Year ended September 30,
2008:





On
September 15, 2008, the Company completed an offering of 75,500,000 shares of
its restricted common stock in a private placement at $0.00075 per share for
total consideration of $56,625.





As of
September 30, 2008, there were 121,000,000 shares of common stock of the Company
issued and outstanding.





In the
above transactions, the Company issued 375,500,000 shares of common stock at
less that its par value of $.001 per share of common stock. As a result, the
additional paid in capital as of September 30, 2009 is a negative
($54,225).





Holders
of shares of common stock shall be entitled to cast one vote for each share held
at all stockholders’ meetings for all purposes, including the election of
directors. The common stock does not have cumulative voting rights. No holder of
shares of stock of any class shall be entitled as a matter of right to subscribe
for or purchase or receive any part of any new or additional issue of shares of
stock of any class, or of securities convertible into shares of stock of any
class, whether now hereafter authorized or whether issued for money, for
consideration other than money, or by way of dividend.





NOTE
5. ADDITIONAL
PAID IN CAPITAL





During
the year ended September 30, 2009, Paragon Capital LP contributed $12,000 cash
to fund the operating expenses of the Company.





NOTE
6. CHANGE IN
CONTROL





On
September 15, 2008, pursuant to the terms of a Stock Purchase Agreement dated
September 15, 2008 (See Exhibit 10.1) as filed as an Exhibit to Form 8-K,
Paragon Capital LP (“Paragon”) purchased a total of 24,500,000 shares of the
issued and outstanding common stock of the Company for an aggregate purchase
price of $18,375 in cash from another shareholder. The total of 24,500,000
shares represented 53.84% of the total issued and outstanding Common Stock, par
value $0.001 per share, of the Company at the time of transfer. In addition and
at the same time, Paragon invested $56,625 in the Company and received
75,500,000 newly issued shares of common stock of the Company. Mr. Alan P.
Donenfeld, our sole officer/director, has sole voting and dispositive control of
Paragon.





On
November 19, 2008, pursuant to the Subscription Agreement dated September 15,
2008 between the Company and Paragon (See Exhibit 10.2), as filed as an Exhibit
to Form 8-K, Paragon purchased an additional 300,000,000 newly issued shares of
common stock of the Company for an aggregate purchase price of $225,000,
resulting in Paragon owning an aggregate of 400,000,000 shares of restricted
common stock of the Company and representing 93.24% of the issued and
outstanding common stock of the Company.





NOTE
7. INCOME
TAXES





The
Company utilizes the asset and liability method for financial accounting and
reporting accounting of income taxes. Deferred tax assets and liabilities are
determined based on temporary differences between financial reporting and the
tax basis of assets and liabilities, and are measured by applying enacted rates
and laws to taxable years in which such differences are expected to be recovered
or settled. Any changes in tax rates or laws are recognized in the period when
such changes are enacted.





For the
years ended September 30, 2009 and 2008, and the cumulative period from
September 8, 2005 (inception) through September 30, 2009, for financial
accounting purposes, the Company reported net losses of $30,169, $281,179 and
$387,512, respectively.





Subject
to change in control that took place in September 30, 2008; as of September 30,
2009, the Company had federal and state net operating loss carryforwards of
approximately $30,169 which expire in 2029.





Utilization
of these loss carryforwards may be limited by certain federal statutory
provisions, including cumulative changes in ownership interests in excess of 50%
over a three-year period.






F-8





As of
September 30, 2009, the Company had deferred income tax assets of approximately
11,765, which result primarily from federal and state net operating loss
carryforwards. Because the Company has not yet achieved profitable operations,
management believes the potential tax benefits as of September 30, 2009 will not
be realized, and accordingly has recorded a valuation allowance for the entire
gross tax asset.





The
Company’s effective tax rate differed from the federal statutory rate due to
deferred state tax assets and the Company’s full valuation allowance, the latter
of which reduced the Company’s effective tax rate to zero.





As of
September 30, 2009, the difference between the tax provision at the statutory
federal income tax rate and the tax provision attributable to loss before income
taxes is as follows (in percentages):





Statutory
      federal income tax rate
            
            
            -34
            %State
      taxes - net of federal benefits
            
            
            -5
            %Valuation
      allowance
            
            
            39
            %Income
      tax rate – net
            
            
            0
            %





NOTE
8. GOING
CONCERN





As of
September 30, 2009 and 2008, the Company’s financial statements are prepared
using accounting principles generally accepted in the United States of America
applicable to a going concern, which contemplates the realization of assets and
the liquidation of liabilities in the normal course of business.





As of
September 30, 2009, the Company is a shell company as defined in Rule 12b-2 of
the Exchange Act. The Company’s current business is to pursue a business
combination through acquisition, or merger with, an existing company. The
Company’s ability to continue as a going concern is dependent upon its ability
to develop additional sources of capital, locate and complete a merger with
another company and ultimately achieve profitable operations. No assurances can
be given that the Company will be successful in locating or negotiating with any
target company





As shown
in the accompanying financial statements, for the year ended September 30, 2009,
the Company reported a net loss of $30,169 primarily due to the audit,
accounting and legal fees related to the Company’s SEC filings, which were
funded by the Company’s majority shareholder.







F-9






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





Dismissal of Moore &
Associates, Chartered





On
February 2, 2009, Timberjack Sporting Supplies, Inc. (the "Company") dismissed
Moore & Associates, Chartered ("Moore"), as the Company’s independent public
accountants. The decision to terminate Moore was determined by the Board of
Directors of the Company on January 15, 2009. We do not have an audit committee
due to the size of our Board of Directors. Moore had been the Company's
accountants since September 8, 2005 (date of inception) through the year ended
September 30, 2008.





On August
27, 2009, the Public Company Accounting Oversight Board (“PCAOB”) revoked the
registration of Moore & Associates, Chartered because of violations of PCAOB
rules and auditing standards in auditing financial statements, PCAOB rules and
quality control standards, and Section 10(b) of the Securities and Exchange Act
of 1934, as amended, and Rule 10b-5 thereunder, and noncooperation with a PCAOB
investigation. A copy of the order has been made available to the public at the
following website address: http://www.pcaobus.org/Enforcement/Disciplinary_Proceedings/2009/08-27_Moore.pdf





Subsequent
to the dismissal of Moore & Associates, our Company engaged Conner &
Associates, PC to perform a complete re-audit of our September 30, 2008 yearend
financial statements, and further retained Conner & Associates, PC as the
Company’s independent auditor going forward.





Engagement of Conner &
Associates, PC





On
January 19, 2009, the Company engaged Conner & Associates, PC (“Conner”), as
the Company’s independent public accountants. Conner has been engaged to 1).
Re-audit of the Company’s September 30, 2008 annual audited financial
statements, 2). review the Company’s unaudited financial statements for interim
periods, commencing with the quarter ended December 31, 2008, and 3). to perform
an audit of the Company’s financial statements for the fiscal year ended
September 30, 2009.





Neither
the Company nor anyone on its behalf has consulted Conner regarding (i) either:
the application of accounting principles to a specific completed or contemplated
transaction, or the type of audit opinion that might be rendered on the
Company’s financial statements; as such, no written or oral advice was provided,
and none was an important factor considered by the Company in reaching a
decision as to the accounting, auditing or financial reporting issues; or (ii)
any matter that was a subject of a disagreement or reportable event, as there
were none.





The
decision to change accountants was approved by the Board of Directors on January
15, 2009.





Item 9A(T).
Controls and Procedures





Evaluation of Disclosure
Controls and Procedures





In
connection with the preparation of this annual report, an evaluation was carried
out by the Company’s management, with the participation of the principal
executive officer and the principal financial officer, of the effectiveness of
the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of
September 30, 2009. Disclosure controls and procedures are designed to ensure
that information required to be disclosed in reports filed or submitted under
the Exchange Act is recorded, processed, summarized, and reported within the
time periods specified in the Commission’s rules and forms, and that such
information is accumulated and communicated to management, including the chief
executive officer and the chief financial officer, to allow timely decisions
regarding required disclosures.





Based on
that evaluation, the Company’s management concluded, as of the end of the period
covered by this report, that the Company’s disclosure controls and procedures
were not
effective in recording, processing, summarizing, and reporting information
required to be disclosed, within the time periods specified in the Commission’s
rules and forms, and that such information was not accumulated and communicated
to management, including the principal executive officer and the principal
financial officer, to allow timely decisions regarding required
disclosures.





Management’s Report on
Internal Control over Financial Reporting





The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting. The Company’s internal
control over financial reporting is a process, under the supervision of the
principal executive officer and the principal financial officer, designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of the Company’s financial statements for external purposes
in accordance with United States generally accepted accounting principles
(GAAP). Internal control over financial reporting includes those policies and
procedures that:







-17-






●
            Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of the Company’s
      assets;





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





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





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions or that the degree of compliance
with the policies or procedures may deteriorate.





The
Company’s management conducted an assessment of the effectiveness of our
internal control over financial reporting as of September 30, 2009, based on
criteria established in Internal Control – Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission, which
assessment identified material weaknesses in internal control over financial
reporting. A material weakness is a control deficiency, or a combination of
deficiencies in internal control over financial reporting that creates a
reasonable possibility that a material misstatement in annual or interim
financial statements will not be prevented or detected on a timely basis. Since
the assessment of the effectiveness of our internal control over financial
reporting did identify a material weakness, management considers its internal
control over financial reporting to be ineffective.





Management
has concluded that our internal control over financial reporting had the
following deficiency:





●
            We
      were unable to maintain any segregation of duties within our business
      operations due to our reliance on a single individual fulfilling the role
      of sole officer and director. While this control deficiency did not result
      in any audit adjustments to our 2007, 2008 or 2009 interim or annual
      financial statements, it could have resulted in a material misstatement
      that might have been prevented or detected by a segregation of duties.
      Accordingly we have determined that this control deficiency constitutes a
      material weakness.





To the
extent reasonably possible, given our limited resources, our goal is, upon
consummation of a merger with a private operating company, to separate the
responsibilities of principal executive officer and principal financial officer,
intending to rely on two or more individuals. We will also seek to expand our
current board of directors to include additional individuals willing to perform
directorial functions. Since the recited remedial actions will require that we
hire or engage additional personnel, this material weakness may not be overcome
in the near term due to our limited financial resources. Until such remedial
actions can be realized, we will continue to rely on the advice of outside
professionals and consultants.





This
annual report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting. We were not required to have, nor have we, engaged our independent
registered public accounting firm to perform an audit of internal control over
financial reporting pursuant to the rules of the Commission that permit us to
provide only management’s report in this annual report.





Changes
in Internal Controls over Financial Reporting





During
the quarter ended September 30, 2009, there has been no change in internal
control over financial reporting that has materially affected, or is reasonably
likely to materially affect our internal control over financial
reporting.





Item 9B.
Other Information





None





PART
III





Item 10.
Directors, Executive Officers and Corporate Governance





The
following table sets forth certain information concerning our officers and
directors.





Name
            Age
            PositionAlan
      P. Donenfeld
            53
            President,
      CEO and Director










-18-







Other
than those mentioned above, we have no employees and do not anticipate hiring
any in the future until we further develop our business plan described herein.
None of our directors, executive officers, promoters or control persons has been
involved in any legal proceedings material to the evaluation of the ability or
integrity of any of the aforementioned persons.





Management and Director
Biographies:





Alan P.
Donenfeld is President, CEO and Director of the Company. Mr. Donenfeld has over
25 years experience investing in, advising and financing companies. He founded
Paragon Capital in 2005. For over 10 years, Mr. Donenfeld has been President of
Bristol Investment Group, Inc. Prior to establishing Bristol and its related
entities in 1990, Mr. Donenfeld was a Vice President in the Mergers and
Acquisitions Group at Bear, Stearns & Co. Inc. in New York from 1987 to
1990, where he participated in numerous acquisitions, investments, valuations,
fairness opinions and exclusive sale representations. Prior to working at Bear
Stearns, Mr. Donenfeld was an Assistant Vice President in the Mergers and
Acquisitions Group at E.F. Hutton, a predecessor of Lehman Bros., from 1985 to
1987. Prior to joining E.F. Hutton, Mr. Donenfeld helped establish Quadrex
Securities Corporation, where he assisted in raising a leveraged buyout fund.
Mr. Donenfeld started his career at SG Cowen and then at J. Henry Schroder Bank.
Mr. Donenfeld graduated with Honors from Tufts University in 1979 with a B.A. in
Economics and received his M.B.A. from the Fuqua School of Business at Duke
University in 1981, where he was a member of the Investment Policy
Committee.





Family
Relationships amongst Directors and Officers:





N/A.





Involvement
in Certain Legal Proceedings





None of
the executive officers of the Company (i) has been involved as a general partner
or executive officer of any business which has filed a bankruptcy petition; (ii)
has been convicted in any criminal proceeding nor is subject to any pending
criminal proceeding; (iii) has been subjected to any order, judgment or decree
of any court permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities or
banking activities; and (iv) has been found by a court, the Commission or the
Commodities Futures Trading Commission to have violated a federal or state
securities or commodities law.





Compliance with Section 16(A) of the
Securities Exchange Act of 1934





Section
16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's
executive officers and directors and persons who own more than 10% of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission (hereinafter referred to as the "Commission") initial
statements of beneficial ownership, reports of changes in ownership and annual
reports concerning their ownership, of Common Stock and other equity securities
of the Company on Forms 3, 4, and 5, respectively. Executive officers, directors
and greater than 10% shareholders are required by Commission regulations to
furnish the Company with copies of all Section 16(a) reports they file. To the
Company's knowledge, all of the Company's executive officers, directors and
greater than 10% beneficial owners of its Common Stock have complied with
Section 16(a) filing requirements applicable to them during the Company's most
recent fiscal year.




Item 11.
Executive Compensation





DIRECTOR
AND OFFICER COMPENSATION








YearName
      & Principal Position
            Ended
            
            
            
            
            
            
            
            
            
            
            AnnualSeptember
      30,
            
            Salary
            
            
            Bonus
            
            
            Other
            
            
            CompensationAlan
      P. DonenfeldPresident/CEO
      and Director
            2009
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Ted
      D. Campbell IIPrevious
      President & CEO
            2009
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -2008
            
            $
            
            
            
            $
            -
            
            
            $
            -
            
            
            $2007
            
            $
            
            
            
            $
            -
            
            
            $
            -
            
            
            $2006
            
            $
            
            
            
            $
            -
            
            
            $
            -
            
            
            $2005
            
            $
            
            
            
            $
            -
            
            
            $
            -
            
            
            $








-19-





We have
formulated no plans as to the amounts of future cash compensation. Any
additional personnel required would have salaries negotiated.





No past
officer or director of the Company has received any compensation and none is due
or payable. Our sole current officer and director, Alan P. Donenfeld, does not
receive any compensation for the services he renders to the Company, has not
received compensation in the past, and is not accruing any compensation pursuant
to any agreement with the Company. We currently have no formal written salary
arrangement with our sole officer. Mr. Donenfeld may receive a salary or other
compensation for services that he provides to the Company in the future. No
retirement, pension, profit sharing, stock option or insurance programs or other
similar programs have been adopted by the Company for the benefit of the
Company’s employees.





Significant
Employees





We have
no significant employees other than our executive officers and directors named
in this Annual Report.




Committees
of the Board of Directors





Because
of our limited resources, our Board does not currently have an established audit
committee or executive committee. The current member of the Board performs the
functions of an audit committee, governance/nominating committee, and any other
committee on an as needed basis. If and when the Company grows its business
and/or becomes profitable, the Board intends to establish such
committees.





Code
of Business Conduct and Code of Ethics





Our Board
of Directors has not adopted a Code of Business Conduct and Ethics.




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





SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT





The
following table sets forth certain information regarding the beneficial
ownership of our Common Stock as of the date of this Annual Report by (i) each
Named Executive Officer, (ii) each member of our Board of Directors, (iii) each
person deemed to be the beneficial owner of more than five percent (5%) of any
class of our common stock, and (iv) all of our executive officers and directors
as a group. Unless otherwise indicated, each person named in the following table
is assumed to have sole voting power and investment power with respect to all
shares of our common stock listed as owned by such person. The address of each
person is deemed to be the address of the issuer unless otherwise
noted.





Title of Class
            Name of
              Beneficial Owner
            
            Amount and Nature
              of Beneficial Owner
            
            
            Percent of Class(1)Common
      Stock
            Alan
      P. Donenfeld (2)
            
            
            400,000,000
            
            
            
            93.24%President,
      CEO and Director




(1)
            The
      percentage of common stock held by each listed person is based on
      429,000,000 shares of common stock issued and outstanding as of the
      date of this Annual Report. Pursuant to Rule 13d-3 promulgated under the
      Exchange Act, any securities not outstanding which are subject to
      warrants, rights or conversion privileges exercisable within 60 days are
      deemed to be outstanding for purposes of computing the percentage of
      outstanding securities of the class owned by such person but are not
      deemed to be outstanding for the purposes of computing the percentage of
      any other person.  (2)
            Indirectly
      held through Paragon Capital LP, of which Mr. Donenfeld has sole
      voting/dispositive control.






-20-






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





Related-Party
Transactions





Change
in Control





On
September 15, 2008, pursuant to the terms of a Stock Purchase Agreement dated
September 15, 2008 (See Exhibit 10.1), Paragon Capital LP (“Paragon”) purchased
a total of 24,500,000 shares of the issued and outstanding common stock of the
Company for an aggregate purchase price of $18,375 in cash. The total of
24,500,000 shares represented 53.84% of the total issued and outstanding Common
Stock, par value $0.001 per share, of the Company at the time of transfer. In
addition and at the same time, Paragon invested $56,625 and received 75,500,000
newly issued shares of common stock of the Company. Mr. Alan P. Donenfeld, our
sole officer/director, has sole voting and dispositive control of
Paragon.





On
November 19, 2008, pursuant to the Subscription Agreement dated September 15,
2008 between the Company and Paragon (See Exhibit 10.2), Paragon purchased an
additional 300,000,000 shares of common stock of Timberjack for an aggregate
purchase price of $225,000, resulting in Paragon owning an aggregate of
400,000,000 shares of common stock of Timberjack and representing 93.24% of the
issued and outstanding common stock of Timberjack. The shares purchased by
Paragon under the Subscription Agreement were issued upon reliance on the
exemptions from the registration requirements of the Securities Act of 1933, as
amended, afforded Timberjack under Section 4(2) promulgated thereunder due to
the fact that the issuance did not involve a public offering of securities. The
net proceeds of the sale will be used for working capital purposes.





Upon the
consummation of this change of control transaction as described in this section,
Ted D. Campbell II, the then sole officer and director of the Company, resigned
immediately, and Alan P. Donenfeld, was appointed as the President, Chief
Executive Officer and the sole director of Timberjack with immediate
effect.





Director
Independence:





The OTCBB
on which we have our shares of common stock quoted does not have any director
independence requirements. In determining whether our directors are
independent, we refer to NASDAQ Stock Market Rule 4200(a)(15). Based on those
widely-accepted criteria, we have determined that our Directors are not
independent at this time.





No member
of management is or will be required by us to work on a full time basis,
although our president currently devotes fulltime to us. Accordingly, certain
conflicts of interest may arise between us and our officer(s) and director(s) in
that they may have other business interests in the future to which they devote
their attention, and they may be expected to continue to do so although
management time must also be devoted to our business. As a result, conflicts of
interest may arise that can be resolved only through their exercise of such
judgment as is consistent with each officer's understanding of his/her fiduciary
duties to us.





The
Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the
SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a
result of Sarbanes-Oxley, require the implementation of various measures
relating to corporate governance. These measures are designed to enhance the
integrity of corporate management and the securities markets and apply to
securities that are listed on those exchanges or the Nasdaq Stock Market.
Because we are not presently required to comply with many of the corporate
governance provisions and because we chose to avoid incurring the substantial
additional costs associated with such compliance any sooner than legally
required, we have not yet adopted these measures.


Because
none of our directors are independent directors, we do not currently have
independent audit or compensation committees. As a result, these directors have
the ability, among other things, to determine their own level of compensation.
Until we comply with such corporate governance measures, regardless of whether
such compliance is required, the absence of such standards of corporate
governance may leave our stockholders without protections against interested
director transactions, conflicts of interest, if any, and similar matters and
investors may be reluctant to provide us with funds necessary to expand our
operations.





We intend
to comply with all corporate governance measures relating to director
independence as and when required. However, we may find it very difficult or be
unable to attract and retain qualified officers, directors and members of board
committees required to provide for our effective management as a result of
Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has
resulted in a series of rules and regulations by the SEC that increase
responsibilities and liabilities of directors and executive officers. The
perceived increased personal risk associated with these recent changes may make
it more costly or deter qualified individuals from accepting these
roles.






-21-





Item 14.
Principal Accountant Fees and Services





(1)
Audit Fees





The
aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountant for our audit of annual financial
statements and review of financial statements included in our quarterly
reports or services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for those fiscal
years were:





2009
            $
            16,250
            Conner
      & Associates, PC (including the re-audit as of September 30,
      2008)2008
            $
            9,625
            Moore
      & Associates, Chartered





(2) Audit-Related
Fees





The
aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountants that are reasonably related to the
performance of the audit or review of our financial statements and are not
reported in the preceding paragraph:




2009
            $
            -
            Conner
      & Associates, PC2008
            $
            1,800
            Moore
      & Associates, Chartered





(3)
Tax Fees





The
aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountant for tax compliance, tax advice,
and tax planning were:




2009
              $
              -
              Conner
      & Associates, PC2008
              $
              500
              Moore
      & Associates, Chartered


(4)
All Other Fees





The
aggregate fees billed in each of the last two fiscal years for the products and
services provided by the principal accountant, other than the services reported
in paragraphs (1), (2), and (3) was:




2009
              $
              -
              Conner
      & Associates, PC2008
              $
              -
              Moore
      & Associates, Chartered


The
percentage of hours expended on the principal accountant’s engagement to audit
our financial statements for the most recent fiscal year ended September 30,
2009 that were attributed to work performed by persons other than the principal
accountant’s full time, permanent employees was 0%.







-22-





PART
IV.


Item 15.Exhibits and Reports on Form 8-K





Index to
Exhibits





Exhibit
            
            Description10.1
            
            Stock
      Purchase Agreement dated as of September 15, 2008 between Paragon Capital
      LP and Wesley Brumbaugh (1)10.2
            
            Subscription
      Agreement dated as of September 15, 2008 between Paragon Capital LP and
      Timberjack Sporting Supplies, Inc. (1)23.1
            
            Consent
      of Conner & Associates, P.C.31.1
            
            Certification
      of the Company’s Principal Executive Officer and Principal Financial
      Officer pursuant to 15d-15(e), under the Securities and Exchange Act of
      1934, as amended, with respect to the registrant’s Annual Report on
      Form 10-K for the year ended September 30, 2009.32.1
            
            Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
      906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Office and
      Chief Financial Officer).(1)Incorporated
      by reference from the Company’s Current Report on Form 8-K (SEC File No.:
      000-52352) filed on September 19,
2008.







(b)
            Reports
      on Form 8-K. None














-23-





SIGNATURES





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





TIMBERJACK
      SPORTING SUPPLIES, INC.Dated:
      December 18, 2009
            By:
            /s/ ALAN
      P. DONENFELDAlan
      P. DonenfeldPresident,
      CEO and Director
              (Principal
      Executive Officer
              and
      Principal Financial Officer)








Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following person on behalf of the registrant and in the
capacities and on the dates indicated.





Signature
            
            Title
            
            Date/s/
      ALAN P. DONENFELD
            
            President,
      CEO and Director
            
            December
      18, 2009Alan
      P. Donenfeld
            
            (Principal
      Executive and Financial Officer)








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