UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington, D.C.
20549





FORM 10-K





(Mark
      One)þ
            
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR SECTION 15(d) OFTHE
      SECURITIES EXCHANGE ACT OF 1934For
      the fiscal year ended December 31, 2009ORo
            
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE
      SECURITIES EXCHANGE ACT OF 1934For
      the transition period from _______to________





Commission
file number:  000-52202




Dragon’s Lair
Holdings, Inc.
 (Exact
name of registrant as specified in its charter)





Florida
            
            26-1427633(State
      or other jurisdiction of
              incorporation
      or organization)
            
            (I.R.S.
      Employer
              Identification
      No.)





785 NE
83rd
Terrace
 Miami,
Florida  33138
 (Address
of principal executive offices) (Zip Code)


Registrant’s
telephone number, including area code:
(786) 554-2771





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





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





Common Stock, no par
value


(Title of
Class)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o  No þ





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





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K 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.  o





Table of Contents


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
definitions of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.  (Check
one):





Large
accelerated filer     o                                                                                   Accelerated
filer                    
o


Non-accelerated
filer       o                                                                                   Smaller
reporting company  x





(Do not
check if a smaller reporting company)





Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes þNo o




The
aggregate market value of the registrant’s Common Stock held by non-affiliates
was $88,140, based on the price of a share of Common Stock on January 31, 2010,
which was sold in the registrant’s initial public offering.  Shares of
Common Stock known by the registrant to be beneficially owned as of January 31,
2010 by the registrant’s directors and the registrant’s executive officers
subject to Section 16 of the Securities Exchange Act of 1934 are not
included in the computation. The registrant, however, has made no determination
that such persons are “affiliates” within the meaning of Rule 12b-2 under
the Securities Exchange Act of 1934.




At
January 31, 2010, there were 8,001,078 shares of the registrant’s Common Stock
issued and outstanding.








- 1 -
 Table of Contents







DRAGON'S
LAIR HOLDINGS, INC.




FORM
10-K




For The
Fiscal Year Ended December 31, 2009




TABLE OF CONTENTS








PagePART
      IItem
      1.
            
            Business
            
            3Item
      1A.
            
            Risk
      Factors
            
            8Item
      1B.
            
            Unresolved Staff
      Comments
            
            8Item
      2.
            
            Properties
            
            8Item
      3.
            
            Legal
      Proceedings
            
            8Item
      4.
            
            Submission of
      Matters to a Vote of Security Holders
            
            8PART
      IIItem
      5.
            
            Market for
      Registrant’s Common Equity, Related Stockholder Matters, and Issuer
      Purchases of Equity Securities
            
            9Item
      6.
            
            Selected Financial
      Data
            
            11Item
      7.
            
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            
            12Item
      7A.
            
            Quantitative and
      Qualitative Disclosures about Market Risk
            
            17Item
      8.
            
            Financial Statements
      and Supplementary Data
            
            18Item
      9.
            
            Changes in and
      Disagreements with Accountants on Accounting and Financial
      Disclosure
            
            29Item
      9A.
            
            Controls and
      Procedures
            
            29Item
      9B.
            
            Other
      Information
            
            30PART
      IIIItem
      10.
            
            Directors,
      Executive Officers and Corporate Governance
            
            31Item
      11.
            
            Executive
      Compensation
            
            33Item
      12.
            
            Security Ownership
      of Certain Beneficial Owners and Management and Related Stockholder
      Matters
            
            36Item
      13.
            
            Certain
      Relationships and Related Transactions, and Director
      Independence
            
            37Item
      14.
            
            Principal
      Accounting Fees and Services
            
            38PART
      IVItem
      15.
            
            Exhibits and
      Financial Statement Schedules
            
            38Signatures
            
            39





Explanatory
Notes





In this
Annual Report on Form 10-K, Dragon’s Lair Holdings, Inc. is sometimes
referred to as the “Company”, “we”, “our” or “The Dragon’s Lair” and U.S.
Securities and Exchange Commission is sometimes referred to as the
“SEC”.








- 2 -
 Table of Contents


PART
I





Item 1.   Business.





Introduction





Dragon’s
Lair Holdings, Inc., a development stage company, is a provider of personal care
products by means of a network of direct sales consultants, which currently only
provides one product and has recently commenced doing
so.  Substantially all of our entire sales and distribution channel is
based upon our network or multi-level marketing program.  Our business
strategy is to provide quality products, operate at a profit and enable our
direct sales consultants to operate at a profit; however, we have never operated
profitably.  In July, 2008, we commenced providing to the marketplace
our first product, the Sore-EezÔ Chinese herbal body
liniment, and have generated revenues of $1,241 as of the date of this
report.  All of our revenues have come from the sale of the
Sore-EezÔ
Chinese herbal body liniment and from no other sources.  We have
candidates for other personal care products that are currently under
development; however, we currently do not have any other products available for
commercial sale.  Neither the Food and Drug Administration nor any
other regulatory authority or similar regulator has approved the Sore-EezÔ Chinese herbal body
liniment or our candidates for other personal care products.





We
commenced our initial public offering on October 2, 2008, pursuant to that
certain Registration Statement on Form S-1 (Commission File No. 333-150751),
which was  declared effective by the Securities and Exchange
Commission on that date.  We registered 50,000 shares of Series A
Convertible Preferred Stock for sale by the Company for an aggregate offering
price of $500,000 and also registered the shares of Common Stock into which the
shares of our Series A Convertible Preferred Stock may then be
converted.  We terminated the offering and withdrew the Form S-1
Registration Statement pursuant to that certain Post-Effective Amendment No. 1
thereto, which was filed with the SEC on February 26, 2009.  We sold
6,780 shares of Series A Convertible Preferred Stock in the offering, which were
subsequently converted into 1,762,800 shares of our Common Stock. The offering
provided proceeds to us in the amount of $67,800.





Our
company structure is set forth in the following chart:







DRAGON’S
      LAIR HOLDINGS, INC.
              a
      Florida corporation





DRAGON’S
      LAIR HEALTH PRODUCTS, INC.
              a
      Florida corporation
              (100%
      Owned Subsidiary)





As of
December 31, 2009, we had an accumulated deficit of $94,043.  Our
auditors have raised substantial doubt as to our ability to continue as a going
concern, as expressed in its opinion on our financial statements included in
this report.  Our ability to continue as a going concern is dependent
upon our ability to generate profitable operations in the future and/or to
obtain the necessary financing to meet our obligations and repay our liabilities
arising from normal business operations when they come due.  There can
be no assurance that we will operate at a profit or such additional financing
will be available, or if available, can be obtained on satisfactory
terms.





Our
principal executive office is located at 785 N.E. 83rd Terrace, Miami,
FL  33138.  Our telephone number is (786) 554-2771, and
our company website is www.sore-eez.com.  We
were incorporated under the laws of the State of Florida on October 4,
2007.





- 3 -
 Table of Contents


Company
Description





Our
company structure is set forth in the following chart:


DRAGON’S
      LAIR HOLDINGS, INC.
                a
      Florida corporation
 
 DRAGON’S
      LAIR HEALTH PRODUCTS, INC.
                a
      Florida corporation
                (100%
      Owned Subsidiary)


We seek
to provide personal care products, which have a broad consumer
appeal.  Our business plan uses a distribution strategy for direct
selling and marketing through direct sales consultants.  Our business
plan provides that these direct sales consultants, who will be independent
contractors, will purchase products from us and sell them directly to their
customers. We will provide recruitment and training activities for the direct
sales consultants. We will provide assistance to the direct sales consultants
through support tools, such as sales brochures, product samples and
demonstration aids.  We have established a web site, which we
anticipate will serve as an additional marketing tool and support the efforts of
our direct sales consultants.





License
Agreement





We have
entered into a license agreement with Yamit Lemoine, a significant shareholder
and the wife of our chief executive officer, which grants us a license for the
exclusive worldwide use of the Sore-EezÔ Chinese herbal
liniment recipe.  Pursuant to this license agreement, we are required
to exercise our best efforts to undertake and maintain the commercial scale
production, marketing and distribution of products embodying the subject matter
of the Sore-EezÔ Chinese herbal
liniment recipe.  The term of the license agreement is five (5) years
and Yamit Lemoine may terminate this license agreement in the event that we have
not recognized revenues of at least $400,000 from the sale of products based on
the Sore-EezÔ
Chinese herbal liniment recipe by October 4, 2012.  We may not
sublicense or assign any of our rights under the license
agreement.  On October 4, 2007, the date of our inception, we issued
975,000 shares of our restricted common stock to Yamit Lemoine, for a purchase
price of $0.0012308 per share, for the license to the Sore-EezÔ Chinese herbal
liniment recipe.  We do not have any future payments obligations to
Yamit Lemoine under the license agreement.





Products





We are
committed to building a brand name and direct sales consultant and customer
loyalty by selling quality personal care products that have broad consumer
appeal.  The Company is committed to developing and providing quality
products that direct sales consultants can sell at attractive retail prices and
allow the Company to operate at a profit.





In July,
2008, we commenced providing our first product to the marketplace, the
Sore-EezÔ
Chinese herbal body liniment.  This is the only product currently
being made available by us and we anticipate providing other product candidates
to the marketplace; however, we currently do not have any other products
available for commercial sale.  Neither the Food and Drug Administration
nor any other regulatory authority or similar regulator has approved the
Sore-EezÔ
Chinese herbal body liniment product or any other product
candidates.





Industry
Overview





We are in
the direct selling industry.  Direct selling is the sale of a consumer
product or service, person-to-person, away from a fixed retail
location.  Independent salespeople market these products and services
to customers.  Products are sold primarily through in-home product
demonstrations, parties, farmer’s markets, organizational and sports gatherings,
and one-on-one selling.  A majority of adult Americans have been
affected by the direct selling industry.






- 4 -
 Table of Contents





The
success of direct sales is established in the reasons people choose direct
selling as a career option.  These include:





§
            Direct
      selling is a good way to meet and socialize with
  people.





§
            Direct
      selling offers flexible work
schedules.





§
            Direct
      selling is a good way to earn extra
income.





§
            Direct
      selling is a good way to own a
business.





§
            Earnings
      are in proportion to efforts.





Marketing
plan





We are a
direct sales company, which distributes products through a network marketing
system. Under our system, direct sales consultants purchase products from us for
resale and for personal use.





We
believe network marketing is an effective vehicle to distribute our products
because:





●
            A
      consumer can be educated about a product in person by a direct sales
      consultant.





●
            Direct
      sales allow for actual product testing by a potential
      consumer.





●
            The
      impact of the direct sales consultant’s and consumer’s testimonials is
      enhanced.





●
            Direct
      sales consultants can give customers high levels of service and attention,
      by, among other things, delivering products directly to a consumer and
      following up on sales to ensure proper product usage and customer
      satisfaction, and to encourage repeat
purchases.





We rely
on our direct sales consultants to sponsor new direct sales consultants. While
we anticipate providing sales tools, such as brochures, direct sales consultants
are primarily responsible for educating new direct sales consultants with
respect to products and how to build a successful home-based
business.





The
sponsoring of new direct sales consultants creates multiple levels in the
network marketing structure. Persons whom a direct sales consultants sponsors
are referred as “downline” or “sponsored” direct sales
consultants.  If downline direct sales consultants also sponsor new
direct sales consultants, they create additional levels in the
structure.





Sponsoring
activities are not required of direct sales consultants. However, because of the
financial incentives provided to those who succeed in building a direct sales
consultant network that consumes and resells products, we believe that most of
our direct sales consultants will attempt, with varying degrees of effort and
success, to sponsor additional direct sales consultants.  Generally,
we believe that direct sales consultants will invite friends, family members,
and acquaintances to sales meetings, the Company’s web site and conference calls
in which the Sore-EezÔ Chinese herbal
liniment and other product candidates are presented and the compensation plan is
explained.  We believe that people will be attracted to become direct
sales consultants after using the Sore-EezÔ Chinese herbal
liniment and other product candidates and becoming regular retail
customers.  A person becomes a direct sales consultant by completing a
new distributor application and agreement.  Once a person becomes a
direct sales consultant, he or she is able to purchase products directly from us
at wholesale prices for resale to consumers or for personal consumption. The
direct sales consultant is also entitled to sponsor other direct sales
consultants in order to build a network of direct sales consultants and product
users.  A potential direct sales consultant must enter into a standard
direct sales consultant agreement with us that obligates the direct sales
consultant to abide by our policies and procedures.  These policies
and procedures include but are not limited to:






- 5 -
 Table of Contents





·
            A
      direct sales consultant must be of legal age to do business to be eligible
      to become a distributor.·
            Once
      accepted as a distributor by the Company, the direct sales consultant will
      have the right to purchase and sell the Company’s
  products.·
            The
      business relationship of the direct sales consultant with the Company will
      be an independent contractor relationship.·
            The
      Company’s sales and marketing program is based upon retail sales to the
      ultimate consumer and has adopted a 70% rule.  Under the rule, a
      direct sales consultant may not order additional products unless he or she
      has sold or used for personal or family use at least 70% of previously
      purchased products.·
            A
      direct sales consultant is eligible to purchase products at wholesale
      prices, thus allowing him or her to sell the Company products to customers
      at retail prices, and may retain the difference between the wholesale cost
      and retail sales price as immediate cash income.·
            The
      Company has established a retail price for each of its products that must
      be adhered to.·
            There
      are no minimum order requirements for placing orders.·
            A
      direct sales consultant may voluntarily cancel the distributor agreement
      at any time.  The Company will pay 90% of the original cost for
      the unopened products being returned.·
            The
      Company business opportunity is not a franchise and does not provide a
      direct sales consultant with exclusive rights to any region or
      territory.·
            No
      income claims, income projections nor income representations may be made
      to prospective direct sales consultants.  Any false, deceptive
      or misleading claims regarding the opportunity or products are
      prohibited.·
            When
      conducting business, a direct sales consultant must safeguard and promote
      the reputation of the products offered by the Company.  The
      direct sales consultant must refrain from all conduct which might be
      harmful to the Company’s reputation, or to the marketing of its products,
      or inconsistent with the public interest.  As a distributor, a
      direct sales consultant must honestly promote and describe the products
      offered by the Company and avoid all discourteous, deceptive, disruptive,
      misleading, unethical or immoral conduct or practices.·
            If
      a direct sales consultant violates the terms of the distributor agreement,
      the Company’s policies and procedures, applicable laws or the standards of
      fair dealing, he or she may be terminated by the
  Company.





Manufacturing





We have
not engaged a contract packer at this time and we are preparing and packaging
the Sore-EezÔ
Chinese herbal liniment at our facilities, which has a production capacity of
four (4) gallons per month.  In the future, we anticipate using
contract packers to manufacture the Sore-EezÔ Chinese herbal
liniment and other product candidates according to our
specifications.





Raw
Materials and Suppliers





The
Sore-EezÔ
Chinese herbal liniment is composed of certain key raw materials, which include
camphor and rubbing alcohol and Chinese herbs, such as angelica root, borneol,
red peony root, rhubarb root, clover flower, aucklandia root, safflower, myrrh,
cattail pollen, frankincense, peach kernal, root of psuedoginseng and xue
jie.  These raw materials are available from numerous
sources.  Our sole supplier for these Chinese herbs is Asia Natural
Products, Inc., located in San Francisco, California. In a situation where this
supplier is not able to supply the ingredients, other sources of supply will
need to be identified.  In the situation where we are not supplied
with the necessary raw materials, it may result in a temporary delay in
production until replacement supplies are obtained to meet our production
requirements.





Trademarks,
Patents and Intellectual Property





We intend
to seek trademark protection for the Sore-EezÔ Chinese herbal
liniment and other product candidates. We will do a search of existing
trademarks prior to selecting trademarks for the Sore-EezÔ Chinese herbal
liniment and other product candidates.  We believe that trademark
protection will be important to brand name recognition and distributor and
consumer loyalty to the Sore-EezÔ Chinese herbal
liniment and other product candidates. We intend to register our important
trademarks in the United States.  We will use our best efforts to
maintain the confidentiality of the Sore-EezÔ Chinese herbal
liniment and other product candidates' formulations through confidentiality
agreements and physical security.






- 6 -
 Table of Contents





Government
Regulation





The
Sore-EezÔ
Chinese herbal liniment and other product candidates are not subject to
pre-market regulatory approval in the United States.  However, the
processing, formulation, manufacturing, packaging, labeling, advertising and
distribution of the Sore-EezÔ Chinese herbal
liniment and other product candidates are subject to federal laws and
regulations.  The federal agencies regulating the Sore-EezÔ Chinese herbal
liniment and other product candidates include the Food and Drug Administration,
the Federal Trade Commission, the Department of Agriculture and the
Environmental Protection Agency.  These activities are also regulated
by various state and local laws and agencies of the states and localities in
which the Sore-EezÔ Chinese herbal
liniment and other product candidates may be sold. Additional regulations may
prevent or delay the introduction, or require the reformulation, of the
Sore-EezÔ
Chinese herbal liniment and other product candidates, which could result in lost
sales and increased costs to us. The Food and Drug Administration may determine
that a particular statement of support on the Sore-EezÔ Chinese herbal
liniment and other product candidates, or that we want to use, is an
unacceptable drug claim or the Food and Drug Administration or the Federal Trade
Commission may determine that particular claims are not adequately supported by
available scientific evidence.  Any such regulatory determination
would prevent us from marketing the Sore-EezÔ Chinese herbal
liniment and other product candidates or using certain statements on the
Sore-EezÔ
Chinese herbal liniment and other product candidates, which could adversely
affect our sales. The Food and Drug Administration also could require us to
remove the Sore-EezÔ Chinese herbal
liniment and other product candidates from the market.





Because
of our direct marketing approach of personal care products, our current and
prospective operations are not restricted to a material extent by any current or
proposed governmental laws or regulations, nor is governmental approval required
for the conduct of our business.  We are subject to the Federal Trade
Commission Act, Florida Deceptive and Unfair Trade Practices and Act and other
similar state consumer protection laws and regulations governing network or
multi-level marketing companies.  These laws and regulations prohibit
unfair and deceptive trade practices in the sale of products and services,
including illegal pyramid schemes.  Federal and state consumer
protection laws and regulations do not materially limit or materially impact our
current or prospective operations, nor does compliance with any consumer
protection laws or regulations impose a material cost on our
business.





Competition





The
market for personal care products and direct sales consultants is large and
intensely competitive.  We compete directly with direct selling
organizations and companies that manufacture personal care
products.  Many of the Company’s competitors have much greater name
recognition and financial resources than the Company.  In addition,
personal care products can be purchased in a wide variety of channels of
distribution. While the Company believes that consumers appreciate the
convenience of ordering products from home through a sales person, or through a
catalog, the buying habits of many consumers accustomed to purchasing products
through traditional retail channels are difficult to change. The Company’s
product offerings are also small compared to the wide variety of products
offered by many other personal care products companies and direct selling
organizations.





We
compete with other direct selling organizations and personal care products
companies, some of which have a longer operating history and higher visibility,
name recognition, and financial resources. The leading direct selling company in
our existing market is Amway Corporation and its affiliates. We compete for new
direct sales consultants on the strength of our business opportunities, product
offerings, the compensation plan, and management strength. We envision the entry
of many more direct selling organizations into the marketplace as this channel
of distribution expands over the next several years.





Research
and Development Activities





No
research and development expenditures have been incurred, either on our account
or sponsored by customers since our inception.






- 7 -
 Table of Contents





Employees





As of
January 31, 2010, we had two part-time employees.  All of our
employees are “at will” which means that our employees are neither covered by
employment agreements nor by collective bargaining agreements. We believe that
our relations with our employees are good.





Item 1A.  Risk Factors.





Not
applicable.





Item 1B.   Unresolved Staff Comments.





None.





Item 2.   Properties.





Our
executive offices are located at 785 N.E. 83rd
Terrace, Miami, Florida 33138.  We occupy approximately 400 square
feet of office space, which we currently occupy rent-free.





Item 3.  Legal Proceedings.





We are
not a party to any legal proceedings, nor are we aware of any threatened
litigation whatsoever.





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





There
were no matters submitted to a vote of security holders during the fourth
quarter of 2009.





- 8 -
 Table of Contents


PART
II





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





Market
Information





Our
common stock has been approved for quotation on the over-the-counter bulletin
board market under the symbol “DRGA.”  While we anticipate that a
public trading market for our shares of common stock will develop, a public
trading market for our shares of Common Stock has not yet commenced and no
shares of our common stock have been traded on the over-the-counter bulletin
board market.  There can be no assurance that such a public trading
market will develop, or, if such a trading market is developed, that it can be
maintained with liquidity.  On December 31, 2009, there were 41
registered holders of our common stock.





Dividends





We have
not paid any dividends on our common stock, and it is not anticipated that any
dividends will be paid in the foreseeable future. The declaration and payment of
dividends in the future will be determined by the Board of Directors in light of
conditions then existing, including our earnings, financial condition, capital
requirements and other factors.





Recent
Sales of 
Unregistered Securities





The
following is a summary of transactions by us from October 4, 2007, which is our
inception, through January 31, 2010 involving sales of our securities that were
not registered under the Securities Act.  Each offer and sale was made
in reliance on Section 4(2) of the Securities Act, or Regulation D promulgated
under Section 4(2) of the Securities Act, as transactions by an issuer not
involving any public offering.  The purchasers were “accredited
investors,” officers, directors or employees of the registrant or known to the
registrant and its management through pre-existing business relationships,
family, friends and employees.  All purchasers were provided access to
all material information which they requested, and all information necessary to
verify such information and were afforded access to management of the registrant
in connection with their purchases. All holders of the unregistered securities
acquired such securities for investment and not with a view toward distribution,
acknowledging such intent to the registrant. All certificates or agreements
representing such securities that were issued contained restrictive legends,
prohibiting further transfer of the certificates or agreements representing such
securities, without such securities either being first registered or otherwise
exempt from registration under the Securities Act, in any further resale or
disposition.





Founders Share
Issuances





On
October 4, 2007, the date of our inception, we issued 975,000 shares of our
restricted common stock to Yamit Lemoine for the license to the recipe to the
Sore-EezÔ
Chinese herbal liniment, our initial product.  The value of the
license was determined to be the legal costs to create the license, which was
$1,200, as there were no other out-of-pocket costs for the license or the
development of the recipe.  We believe that the issuance of the shares
was exempt from the registration and prospectus delivery requirements of the
Securities Act of 1933 by virtue of Section 4(2).





On
November 4, 2007, we issued 5,000,000 shares of our restricted common stock
to Talles Investments, Inc., pursuant to its investment of $11,100 in the
Company. We believe that the issuance of the shares was exempt from the
registration and prospectus delivery requirements of the Securities Act of 1933
by virtue of Section 4(2).





On
December 31, 2007, we issued the Company issued 63,278 shares of common stock to
our Michel Lemoine, our initial Chairman, Chief Executive Officer, President,
Secretary and Treasurer, for cash in the amount of $633.  We believe
that the issuance of the shares was exempt from the registration and prospectus
delivery requirements of the Securities Act of 1933 by virtue of
Section 4(2).







- 9 -
 Table of Contents




Directors Share
Issuances





On March
27, 2008, the Company issued 25,000 shares of common stock to each of our
initial directors, Michel Lemoine, Steve Kravitz, H. Bradley Ress and Joseph
Pierre-Louis, or an aggregate of 100,000 shares of common stock, for services
rendered by each of our directors valued at $1,002, or an aggregate of
$4,008.  We believe that the issuance of the shares was exempt from
the registration and prospectus delivery requirements of the Securities Act of
1933 by virtue of Section 4(2).





Transfer Agent Share
Issuance





On April
1, 2009, the Company issued 100,000 shares of common stock to Island Capital
Management, LLC, our transfer agent, for services rendered in the amount
$3,846.  We believe that the issuance of the shares was exempt from
the registration and prospectus delivery requirements of the Securities Act of
1933 by virtue of Section 4(2).





Use
of Proceeds from Initial Public Offering





On
October 2, 2008, we commenced an initial public offering of 50,000 shares of our
Series A Convertible Preferred Stock pursuant to our Form S-1 Registration
Statement ( No. 333-150751), which was declared effective by the SEC on such
date.  Each share of Series A Convertible Preferred Stock was
convertible into 260 shares of Common Stock.  Of the 50,000 shares of
Series A Convertible Preferred Stock that were offered, 6,780 shares were sold
at an offering price of $10.00 per share and generated gross proceeds of
$67,800.  Such offering was made directly to the public by us without
the assistance of any underwriters, brokers or dealers.  The proceeds
of the offering in the amount of $67,800 were deposited in our non-interest
bearing bank account, and have been used by us in the business, as of December
31, 2009, as follows:




Marketing,
      Promotion and Advertising
            
            $
            4,256Printing
      expenses
            
            
            7,453Executive
      Compensation
            
            
            3,080Legal
      fees and expenses
            
            
            32,173Accounting
      fees and expenses
            
            
            12,100Blue
      sky fees and expenses
            
            
            1,292Transfer
      Agent fees
            
            
            6,061Miscellaneous
            
            
            1,385Total
            
            $
            67,800





Other
than executive compensation paid to our Chief Executive Officer, President,
Secretary and Treasurer in the amount of $3,080, no cash payments were made to
the directors or officers of the Company or associates or affiliates of the
Company from the proceeds of our initial public offering.


- 10 -
 Table of Contents


Item 6. Selected Financial Data.





The
following financial data has been derived from and should be read in conjunction
with (i) our audited financial statements for the years ended December 31,
2009 and December 31, 2008, together with the notes to these financial
statements; (ii) and the sections of this report entitled “Business” and
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations”, included elsewhere herein or filed with the SEC.  Our
historical results are not necessarily indicative of the results we may achieve
in any future period.


Year
      Ended
              December
      31,
              2009Consolidated
      Statement of Operations Data:
            
            Year
      Ended
              December
      31, 2008
            
            Period
      from October 4, 2007 (inception) through December 31,
  2009Revenue:
            
            $
            -
            $
            1,241
            $
            1,241Cost
      of Goods Sold:
            
            
            -
            
            131
            
            131Gross
      Profit:
            
            
            -
            
            1,110
            
            1,110Expenses:Depreciation
      and Amortization
            
            
            340
            
            290
            
            690General
      and administrative
            
            
            71,271
            
            21,723
            
            94,463Total
      expenses
            
            
            71,611
            
            22,013
            
            95,153Net
      (loss)
            
            $
            (71,611
            ) $
            (20,903)
            $
            (94,043)Basic
      and diluted net (loss) per share
            
            $
            -
            $
            -Weighted
      average number of common shares outstanding
            
            
            7,976,420
            
            6,119,597





As
      of
            As
      of
              December
      31, 2008Consolidated
      Balance Sheet Data:
            December
      31, 2009Cash
      and cash equivalents
            $
            137
            $
            66,613Working
      capital
            
            (6,461)
            
            60,964Total
      assets
            
            1,544
            
            68,360Total
      long-term liabilities
            
            -
            
            -Total
      liabilities
            
            7,000
            
            6,051Total
      shareholders’ equity/(deficit)
            
            (5,456)
            
            62,309




- 11 -
 Table of Contents




Item 7.   Management’s Discussion And Analysis Of
Financial Condition And Results Of Operations
 
 The
following discussion and analysis should be read in conjunction with our
consolidated financial statements, including the notes thereto, appearing in
this Form 10-K and are hereby referenced.


The
statements in this report include forward-looking statements.  These
forward-looking statements are based on our management’s current expectations
and beliefs and involve numerous risks and uncertainties that could cause actual
results to differ materially from expectations.  You should not rely
upon these forward-looking statements as predictions of future events because we
cannot assure you that the events or circumstances reflected in these statements
will be achieved or will occur.  You can identify a forward-looking
statement by the use of the forward-terminology, including words such as “may”,
“will”, “believes”, “anticipates”, “estimates”, “expects”, “continues”,
“should”, “seeks”, “intends”, “plans”, and/or words of similar import, or the
negative of these words and phrases or other variations of these words and
phrases or comparable terminology.  These forward-looking statements
relate to, among other things: our sales, results of operations and anticipated
cash flows; capital expenditures; depreciation and amortization expenses; sales,
general and administrative expenses; our ability to maintain and develop
relationship with our existing and potential future customers;  and,
our ability to maintain a level of investment that is required to remain
competitive.  Many factors could cause our actual results to differ
materially from those projected in these forward-looking statements, including,
but not limited to: variability of our revenues and financial performance; risks
associated with technological changes; the acceptance of our products in the
marketplace by existing and potential customers; disruption of operations or
increases in expenses due to our involvement with litigation or caused by civil
or political unrest or other catastrophic events; general economic conditions,
government mandates and conditions in the gaming/entertainment industry in
particular; and, the continued employment of our key personnel and other risks
associated with competition.





For a
discussion of the factors that could cause actual results to differ materially
from the forward-looking statements see the “Liquidity and Capital Resources”
section under “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” in this item of this report and the other risks and
uncertainties that are set forth elsewhere in this report or detailed in our
other Securities and Exchange Commission reports and filings.  We
believe it is important to communicate our expectations. However, our management
disclaims any obligation to update any forward-looking statements whether as a
result of new information, future events or otherwise.





Overview





Our
Company is a provider of personal care products by means of a network of direct
sales consultants, which is in the development stage.  Our business
strategy is to provide quality products, operate at a profit and enable our
direct sales consultants to operate at a profit.  In July, 2008, we
commenced providing to the marketplace our first product, the
Sore-Eez Chinese herbal body liniment.  Our primary focus over
the course of the next 12 months will be to concentrate our efforts on
introducing the Sore-Eez Chinese herbal liniment and other product candidates to
the marketplace, producing inventory for sale and implementing our business
plan, including recruiting and training a network of direct sales
consultants.




Going
Concern




Our
financial statements have been prepared on the basis of accounting principles
applicable to a going concern. As a result, they do not include adjustments that
would be necessary if we were unable to continue as a going concern and would
therefore be obligated to realize assets and discharge our liabilities other
than in the normal course of operations.  As reflected in the
accompanying financial statements, the Company is in the development stage with
limited revenues, has used cash flows in operations of $78,901 from inception of
October 4, 2007 to December 31, 2009 and has an accumulated deficit of $94,043
through December 31, 2009. This raises substantial doubt about our ability to
continue as a going concern, as expressed by our auditors in its opinion on our
financial statements included in this report. The ability of the Company to
continue as a going concern is dependent on the Company’s ability to raise
additional capital and implement its business plan.





We have
not yet established an ongoing source of revenues sufficient to cover our
operating costs and allow us to continue as a going concern.  Our ability
to continue as a going concern is dependent on us obtaining adequate capital to
fund operating losses until we become profitable.  If we are unable to
obtain adequate capital, we could be forced to cease operations.  There can
be no assurance that we will operate at a profit or additional debt or equity
financing will be available, or if available, can be obtained on satisfactory
terms.




- 12 -
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Critical
Accounting Policies




Our
financial statements and accompanying notes have been prepared in accordance
with United States generally accepted accounting principles applied on a
consistent basis.  The preparation of financial statements requires
management to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues, expenses and related disclosures. On an
on-going basis, management evaluates these estimates and assumptions, including
but not limited to those related to revenue recognition and the impairment of
long-lived assets, goodwill and other intangible assets. Management bases
its estimates on historical experience and various other assumptions that it
believes to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ
from these estimates under different assumptions or conditions.





Stock
Compensation




The
Company adopted SFAS No. 123R, Share-Based Payment(“SFAS 123R”), which requires all stock-based payments to employees,
including grants of employee stock options, to be recognized in the financial
statements based on their fair values. The Company accounts for
stock-based compensation arrangements with nonemployees in accordance with the
Emerging Issues Task Force Abstract No. 96-18,Accounting for Equity Instruments
That Are Issued to Other Than Employees for Acquiring, or in Conjunction with
Selling Goods or Services. The Company records the expense of such
services to employees and non employees based on the estimated fair value of the
equity instrument using the Black-Scholes pricing model.




Revenue
Recognition




The
Company recognizes revenue on arrangements in accordance with Securities and
Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition
in Financial Statements’ and No. 104, “Revenue Recognition”. In all cases,
revenue is recognized only when the price is fixed or determinable, persuasive
evidence of an arrangement exists, the service is performed and collectibility
of the resulting receivable is reasonably assured.




Product
sales and shipping revenues, net of promotional discounts, rebates, and return
allowances, are recorded when the products are shipped and title passes to
customers. Retail sales to customers are made pursuant to a sales contract that
provides for transfer of both title and risk of loss upon our delivery to the
carrier. Return allowances, which reduce product revenue, are estimated using
historical experience. Revenue from product sales and services rendered is
recorded net of sales taxes. Amounts received in advance for subscription
services, are deferred and recognized as revenue over the subscription
term.




Outlook




The most
important metric by which we judge the Company’s performance now and in the near
term is top line sales growth. Our current commitment to develop and deliver
quality products means that, for the near future, bottom line profitability will
be a poor indicator of our success. We do not expect our development investment
rate to decline meaningfully in the near future. Since investors are certain to
be the primary, near term source of liquidity to support our development and
marketing efforts, our liquidity will be driven by our ability to attract repeat
investments from current shareholders and to find new ones. This in turn may be
materially impacted by the general investment climate.




Our
primary marketing challenge for the coming 12 months is to achieve greater and
greater market awareness through hiring new direct marketing
consultants.  Our primary developmental and operational challenge is
to increase the amount of products we can offer and the amount of products can
produce and make available for sale.




Revenues




As our
revenues increase, we plan to continue to invest in marketing and sales by
increasing the number of direct sales consultants and management personnel,
expand our selling and marketing activities, building brand awareness and
sponsoring additional marketing events. We expect that in the future, marketing
and sales expenses will increase in absolute dollars. We do not expect our
revenues to increase significantly until 2010.






- 13 -
 Table of Contents





General and Administrative
Expenses





We expect
that general and administrative expenses associated with executive compensation
will increase in the future. Although our current chief executive,
president, secretary and treasurer has foregone full salary payments during the
initial stages of the business, during 2009 such person began to receive
compensation. In addition, we believe in the 2010 fiscal year that the
compensation packages required to attract the senior executives the Company
requires to execute against its business plan will increase our total general
and administrative expenses.





Summary of Consolidated
Condensed Results of Operations





Any
measurement and comparison of revenues and expenses from continuing operations
should not be considered necessarily indicative or interpolated as the trend to
forecast our future revenues and results of operations.





Results
for the Year Ended December 31, 2009 Compared to December 31, 2008





Revenues. The Company’s
revenues for the year ended December 31, 2009 were $0. The Company’s revenues
for the year ended December 31, 2008 were $1,241.  No revenues
occurred in the 2009 period, because no there were no product sales. The
revenues in the 2008 period were from sales of the SoreEez Chinese herbal
liniment.





Cost of
Revenues.The Company’s cost of revenues for the year ended
December 31, 2009 were $0. The Company’s cost of revenues for the year ended
December 31, 2009 were $131.  No costs of revenues occurred in the
2009 period, because no there were no product sales. The costs of revenues in
the 2008 period were in connection with the sales of the SoreEez Chinese herbal
liniment.





Gross Profit/Loss. The
Company’s gross profit/loss for the year ended December 31, 2009 was $0. The
Company’s gross profit/loss for the year ended December 31, 2009 was
$1,110.  No gross profit resulted in the 2009 period, because no there
were no product sales. The gross profit in the 2008 period was made in
connection with the sales of the SoreEez Chinese herbal liniment.




General and Administrative
Expenses. General and administrative expenses for the year ended December
31, 2009 were $71,271 compared to $21,723 for the year ended December 31,
2008.  General and administrative expenses consisted primarily of
professional service fees associated with the Company’s initial public offering,
stock compensation expense and amortization of a license.  The
increase in administrative expenses from the 2009 period compared to 2008 period
was due to an increase in the payment of professional service fees.




Net Loss. Net loss for the
year ended December 31, 2009 was $(71,611) as compared to $(20,903) for the year
ended December 31, 2008.  The increase in the net loss from the 2009
period compared to 2008 period was due to an increase in the payment of
professional service fees.





As of the
year ended December 31, 2009, we had an accumulated deficit of
$(94,043).





Impact
of Inflation




We
believe that the rate of inflation has had negligible effect on our
operations.  We believe we can absorb most, if not all, increased
non-controlled operating costs by increasing sales prices, whenever deemed
necessary and by operating our Company in the most efficient manner
possible.





Liquidity
and Capital Resources





The
ability of the Company to continue as a going concern is dependent on the
Company’s ability to raise additional capital and implement its business plan.
Since its inception, the Company has been funded by its founders and through its
initial public offering.





As of
December 31, 2009, total current assets were $539 which consisted of $137 of
cash and $402 of inventory.  As of December 31, 2008, total current
assets were $67,015 which consisted of $66,613 of cash and $402 of
inventory.





As of
December 31, 2009, total current liabilities were $7,000, which consisted of
accounts payable.  As of December 31, 2008, total current liabilities
were $6,051, which consisted of accounts payable.  We had negative net
working capital of $(6,461) as of December 31, 2009, compared to net working
capital of $60,964 as of December 31, 2008.






- 14 -
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During
the year ended December 31, 2009, operating activities used cash of $66,476 as
compared to the year ended December 31, 2008, where we used cash of $11,892 in
operating activities.  The cash used by operating activities for the
year ended December 31, 2009 and December 31, 2008 was due primarily to general
and administrative expenses.





For the
year ended December 31, 2009, we had a net decrease in cash of $(66,476) as
compared to a $55,413 net increase  for the year  ended
December 31, 2008. Cash flows from financing activities represented the
Company’s principal source of cash since October 4, 2007 (inception) through
December 31, 2009.




We
acquired certain equipment during the year ended December 31, 2008 in the amount
of $495.





Intangible
Assets





Intangible
assets consist of a license agreement, which is recorded at cost and amortized
over a straight-line basis.  The amortization expense for the year
ended December 31, 2009 and December 31, 2008 was $240 and $240,
respectively.  The value of the license was determined to be the legal
costs to create the license, which was $1,200 and less amortization expense, it
was valued at $660 as of December 31, 2009 and $900 as of December 31,
2008.





The
Company evaluates the recoverability of identifiable intangible assets whenever
events or changes in circumstances indicate that an intangible asset’s carrying
amount may not be recoverable. There was no impairment loss for the year ended
December 31, 2009 and December 31, 2008.





Material
Commitments





There
were no material commitments during the year ended December 31, 2009 and
December 31, 2008.





Off-Balance
Sheet Arrangements





We do not
have any off-balance sheet arrangements or any anticipate entering into any
off-balance 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, capital expenditures or
capital resources that are material to investors.





Critical
Accounting Policies





Our
financial statements and accompanying notes have been prepared in accordance
with United States generally accepted accounting principles applied on a
consistent basis. The preparation of financial statements in conformity with
U.S. generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods.





We
regularly evaluate the accounting policies and estimates that we use to prepare
our financial statements. In general, management's estimates are based on
historical experience, on information from third party professionals, and on
various other assumptions that are believed to be reasonable under the facts and
circumstances. Actual results could differ from those estimates made by
management.





Cash
and Cash Equivalents





We
consider all highly liquid debt instruments with original maturities of three
months or less to be cash equivalents. We have no cash equivalents.






- 15 -
 Table of Contents





Use
of Estimates





The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.





Inventories





Inventories
are valued at the lower of cost or market on a first-in, first-out (FIFO) basis,
and include finished goods.





Revenue
Recognition





We
recognize revenue when:





·
            Persuasive evidence of an arrangement
exists;





·
            Shipment has occurred;





·
            Price is fixed or determinable; and





·
            Collectibility is reasonably
assured.





Earnings
(Loss) Per Share





We
compute earnings per share in accordance with Statement of Accounting Standards
No. 128, "Earnings per Share (“SFAS No. 128”). Under the provisions of SFAS No.
128, basic earnings per share is computed by dividing the net income (loss) for
the period by the weighted average number of common shares outstanding during
the period. Diluted earnings per share is computed by dividing the net income
(loss) for the period by the weighted average number of common and potentially
dilutive common shares outstanding during the period.  There were no
potentially dilutive common shares outstanding during the period from October 4,
2007 (inception) through December 31, 2007 and the year ended December 31,
2008.





Intangible
Assets





Intangible
assets consist of a license agreement, which is recorded at cost and amortized
fiver years over a straight-line basis.   The value of the license was
determined to be the legal costs to create the license, which was
$1,200.





The
Company evaluates the recoverability of identifiable intangible assets whenever
events or changes in circumstances indicate that an intangible asset’s carrying
amount may not be recoverable. There was no impairment loss for the years ended
December 31, 2009 and December 31, 2008.





Income
Taxes





The
Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109, “Accounting for Income Taxes.” Under the asset and
liability method of Statement 109, deferred tax assets and liabilities are
recognized for the estimated future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates in effect for the year in which those
temporary differences are expected to be recovered or settled.





Fair
Value of Financial Instruments





The
Company considers that the carrying amount of financial instruments, including
accounts payable, approximates fair value because of the short maturity of these
instruments.






- 16 -
 Table of Contents





Share
Based Payments





In
December 2004, the FASB issued SFAS No. 123(R), “Share-Based Payment,” which
replaces SFAS No. 123 and supersedes APB Opinion No. 25. Under SFAS No. 123(R),
companies are required to measure the compensation costs of share-based
compensation arrangements based on the grant-date fair value and recognize the
costs in the financial statements over the period during which employees or
independent contractors are required to provide services. Share-based
compensation arrangements include stock options and warrants, restricted share
plans, performance-based awards, share appreciation rights and employee share
purchase plans. In March 2005, the SEC issued Staff Accounting Bulletin No. 107,
or “SAB 107”. SAB 107 expresses views of the staff regarding the interaction
between SFAS No. 123(R) and certain SEC rules and regulations and provides the
staff's views regarding the valuation of share-based payment arrangements for
public companies. SFAS No. 123(R) permits public companies to adopt its
requirements using one of two methods. On April 14, 2005, the SEC adopted a new
rule amending the compliance dates for SFAS 123(R). Companies may elect to apply
this statement either prospectively, or on a modified version of retrospective
application under which financial statements for prior periods are adjusted on a
basis consistent with the pro forma disclosures required for those periods under
SFAS 123.





Effective
October 4, 2007, the Company has fully adopted the provisions of SFAS No. 123(R)
and related interpretations as provided by SAB 107. As such, compensation cost
is measured on the date of grant as the fair value of the share-based payments.
Such compensation amounts, if any, are amortized over the respective vesting
periods of the share-based payments.





Recent
Accounting Pronouncements





The
company has adopted all recently issued accounting
pronouncements.  The adoption of the accounting pronouncements,
including those not yet effective, is not anticipated to have a material effect
on the financial position or results of operations of the Company.





Item 7A. Quantitative and Qualitative Disclosures about
Market Risk.





We are
not subject to risks related to foreign currency exchange rate
fluctuations.  Our functional currency is the United States dollar. We
do not transact our business in other currencies. As a result, we are not
subject to exposure from movements in foreign currency exchange rates. We do not
use derivative financial instruments for speculative trading
purposes.





- 17 -
 Table of Contents


Item 8. Financial Statements and Supplementary
Data.





REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





LAKE
& ASSOCIATES, CPA’s LLC








To the
Board of Directors and


Stockholders
of Dragon’s Lair Holdings, Inc.





We have
audited the accompanying balance sheet of Dragon’s Lair Holdings, Inc. (a
development stage enterprise)(the “Company”) as of December 31, 2009 and 2008
and the related statements of operations, stockholders’ deficit, and cash flows
for the years then ended, and for the period October 4, 2007 (inception) through
December 31, 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 audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Dragon’s Lair Holdings, Inc. (a
Florida corporation) as of December 31, 2009 and 2008 and the results of its
operations and its cash flows for the years then ended and the period October 4,
2007 (inception) through December 31, 2009, in conformity with accounting
principles generally accepted in the United States of America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed further in Note 1, the Company
has been in the development stage since its inception (October 4, 2007) and
continues to incur significant losses. The Company's viability is dependent upon
its ability to obtain future financing and the success of its future operations.
These factors raise substantial doubt as to the Company's ability to continue as
a going concern. Management's plan in regard to these matters is also described
in Note 1. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.








/s/
Lake & Associates CPA’s
LLC


Lake
& Associates, CPA’s LLC


Schaumburg,
Illinois


February
4, 2010







- 18 -
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DRAGON'S
      LAIR HOLDINGS, INC.(A
      DEVELOPMENT STAGE COMPANY)CONSOLIDATED
      BALANCE SHEETS(Audited)December
      31, 2009
            
            
            December
      31, 2008CURRENT
      ASSETS:Cash and equivalents
            
            $
            137
            
            
            $
            66,613Inventory
            
            
            402
            
            
            
            402Total
      Current Assets
            
            
            539
            
            
            
            67,015FIXED
      ASSETS:Equipment, net of accumulated depreciation of $150 and $50,
      respectively
            
            
            345
            
            
            
            445OTHER
      ASSETS:License, net
            
            
            660
            
            
            
            900Total
      Assets
            
            $
            1,544
            
            
            $
            68,360LIABILITIES AND SHAREHOLDERS' EQUITY
      (DEFICIENCY)CURRENT
      LIABILITIES:Accounts
      payable & accrued expenses
            
            $
            7,000
            
            
            $
            6,051Total
      Liabilities
            
            
            7,000
            
            
            
            6,051SHAREHOLDERS'
      EQUITY/(DEFICIT):Preferred
      stock (50,000,000 authorized;par
      value $.001; none issued and outstanding)
            
            $
            -
            
            
            $
            -Common
      stock (100,000,000 shares authorized;no
      par value; 8,001,078 issued and outstanding)
            
            
            88,587
            
            
            
            84,741Deficit
      accumulated during the development stage
            
            
            (94,043
            )
            
            
            (22,432
            )Total
      Shareholders' Equity (Deficit)
            
            
            (5,456
            )
            
            
            62,309Total
      Liabilities and Shareholders' Equity/(Deficit)
            
            $
            1,544
            
            
            $
            68,360








- 19 -
 Table of Contents
  DRAGON'S
      LAIR HOLDINGS, INC.(A
      DEVELOPMENT STAGE COMPANY)CONSOLIDATED
      STATEMENTS OF OPERATIONS(Audited)Cumulative
      fromFor
      the year ended
                ended
              
              
              For
      the year ended
              
              
              October
      4, 2007 (Inception)
                throughDecember
      31, 2009
              
              
              December
      31, 2008
              
              
              December
      31, 2009Net
      Sales
              
              $
              -
              
              
              $
              1,241
              
              
              $
              1,241Cost
      of Sales
              
              
              -
              
              
              
              131
              
              
              
              131Gross
      Profit
              
              
              -
              
              
              
              1,110
              
              
              
              1,110Expenses:Amortization
              
              
              240
              
              
              
              240
              
              
              
              540Depreciation
              
              
              100
              
              
              
              50
              
              
              
              150General and
      Administrative
              
              
              71,271
              
              
              
              21,723
              
              
              
              94,463Total
      Expenses
              
              
              (71,611
              )
              
              
              (22,013
              )
              
              
              95,153Net
      (loss) before Income Taxes
              
              
              (71,611
              )
              
              
              (20,903
              )
              
              
              (94,043
              )Provision
      for Income Taxes
              
              
              -
              
              
              
              -
              
              
              
              -Net
      (loss)
              
              $
              (71,611
              )
              
              $
              (20,903
              )
              
              $
              (94,043
              )Basic
      and diluted net loss per common share
              
              $
              -
              
              
              $
              -Weighted
      average number of common shares outstanding
              
              
              7,976,420
              
              
              
              6,119,597








The
accompanying notes are an  integral part of these statements.


- 20 -
 Table of Contents
  CONSOLIDATED
      STATEMENTS OF SHAREHOLDERS' EQUITYFROM
      OCTOBER 4, 2007 (INCEPTION) THROUGH DECEMBER 31, 2009(Audited)Accumulated
              
              
              TotalPreferred
      Stock
              
              
              Common
      Stock
              
              
              (Deficit)
      During
              
              
              Shareholders'Shares
              
              
              Amount
              
              
              Shares
              
              
              Amount
              
              
              Development
      Stage
              
              
              EquityBalance
      at October 4, 2007
              
              
              -
              
              
              $
              -
              
              
              
              975,000
              
              
              $
              1,200
              
              
              $
              -
              
              
              $
              1,200Common
      stock issued for licenseFounder's
      shares
              
              
              -
              
              
              
              -
              
              
              
              5,000,000
              
              
              
              11,100
              
              
              
              -
              
              
              
              11,100November
      4, 2007, $0.00222/shareCommon
      stock issued for cash
              
              
              -
              
              
              
              -
              
              
              
              63,278
              
              
              
              633
              
              
              
              -
              
              
              
              633December
      31, 2007, $0.01/shareNet
      (loss) for the period
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (1,529
              )
              
              
              (1,529
              )Balance
      at December 31, 2007
              
              
              -
              
              
              
              -
              
              
              
              6,038,278
              
              
              
              12,933
              
              
              
              (1,529
              )
              
              
              11,404Common
      stock issued for services
              
              
              -
              
              
              
              -
              
              
              
              100,000
              
              
              
              4,008
              
              
              
              -
              
              
              
              4,008March
      27, 2008, $0.04008/shareCommon
      stock issued for cashDecember
      31, 2008, $0.03846/share
              
              
              
              
              
              
              
              1,762,800
              
              
              
              67,800
              
              
              
              
              
              
              
              67,800Net
      (loss) for the period
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (20,903
              )
              
              
              (20,903
              )Balance
      at December 31, 2008
              
              
              -
              
              
              
              -
              
              
              
              7,901,078
              
              
              
              84,741
              
              
              
              (22,432
              )
              
              
              62,309Common
      stock issued for services
              
              
              -
              
              
              
              -
              
              
              
              100,000
              
              
              
              3,846
              
              
              
              -
              
              
              
              3,846April
      1, 2009, $0.03846/shareNet
      (loss) for the period
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (71,611
              )
              
              
              (71,611
              )Balance
      at December 31, 2009
              
              
              -
              
              
              
              -
              
              
              
              8,001,078
              
              
              
              88,587
              
              
              
              (94,043
              )
              
              
              (5,456
              )








- 21 -
 Table of Contents
  DRAGON'S
      LAIR HOLDINGS, INC.(A
      DEVELOPMENT STAGE COMPANY)CONSOLIDATED
      STATEMENTS OF CASH FLOWS(Audited)Cumulative
      fromFor
      the year ended
              
              
              For
      the year ended
              
              
              October
      4, 2007 (Inception)
                throughDecember
      31, 2009
              
              
              December
      31, 2008
              
              
              December
      31, 2009OPERATING
      ACTIVITIES:Net loss
              
              $
              (71,611
              )
              
              $
              (20,903
              )
              
              $
              (94,043
              )Issuance
      of common stock for services
              
              
              3,846
              
              
              
              4,008
              
              
              
              7,854Increase
      in amortization
              
              
              240
              
              
              
              240
              
              
              
              540Increase
      in depreciation
              
              
              100
              
              
              
              50
              
              
              
              150(Increase)
      decrease in inventory
              
              
              -
              
              
              
              131
              
              
              
              (402
              )Increase
      in accounts payable
              
              
              949
              
              
              
              4,582
              
              
              
              7,000Net
      cash used in operating activities
              
              
              (66,476
              )
              
              
              (11,892
              )
              
              
              (78,901
              )INVESTING
      ACTIVITIES:Increase
      in equipment
              
              
              -
              
              
              
              (495
              )
              
              
              (495
              )FINANCING
      ACTIVITIES:Proceeds
      from issuance of common stock
              
              
              -
              
              
              
              67,800
              
              
              
              79,533NET
      INCREASE (DECREASE) IN CASH
              
              
              (66,476
              )
              
              
              55,413
              
              
              
              137CASH
      BEGINNING BALANCE
              
              
              66,613
              
              
              
              11,200
              
              
              
              -CASH
      ENDING BALANCE
              
              $
              137
              
              
              $
              66,613
              
              
              $
              137SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION:Taxes
      paid
              
              $
              -
              
              
              $
              -
              
              
              $
              -Interest
      paid
              
              $
              -
              
              
              $
              -
              
              
              $
              -CASH
      TRANSACTIONS AFFECTING OPERATING, INVESTINGAND
      FINANCING ACTIVITIES:Issuance
      of common stock for license
              
              $
              -
              
              
              
              -
              
              
              $
              1,200









- 22 -
 Table of Contents





DRAGON’S
LAIR HOLDINGS, INC.


(A
DEVELOPMENT STAGE COMPANY)





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
31, 2009 AND DECEMBER 31, 2008





NOTE
1 - DESCRIPTION OF BUSINESS AND DEVELOPMENT STAGE RISK





Description of
Business





Dragon’s
Lair Holdings, Inc., a Florida corporation (the “Company”, “we”, “us” and
“our”), was incorporated on October 4, 2007, and conducts is operations through
its sole operating subsidiary, Dragon’s Lair Health Products, Inc., a Florida
corporation, which was incorporated on October 5, 2007.  Our company
structure is set forth in the following chart:


DRAGON’S
      LAIR HOLDINGS, INC.
                a
      Florida corporation
 
 DRAGON’S
      LAIR HEALTH PRODUCTS, INC.
                a
      Florida corporation
                (100%
      Owned Subsidiary)


Our
Company is a provider of personal care products by means of a network of direct
sales consultants, which is in the development stage.  Our business
strategy is to provide quality products, operate at a profit and enable our
direct sales consultants to operate at a profit.  In July, 2008, we
commenced providing our first product, the Sore-EezÔ Chinese herbal body
liniment.





Our
principal executive office is located at 785 N.E. 78th
Street, Miami, FL  33138.  Our telephone number is
 (786) 554-2771 , and our company website is www.sore-eez.com.  Our
fiscal year ends on December 31st.





Basis of
Presentation





The
accompanying consolidated financial statements have been prepared by the
Company. The Company’s consolidated financial statements are prepared in
accordance with generally accepted accounting principals in the United States of
America (“US GAAP”). The consolidated financial statements of the Company
include the Company and its sole subsidiary. All material inter-company balances
and transactions have been eliminated.





Going
Concern





The
Company’s financial statements are prepared using generally accepted accounting
principles in the United States of America applicable to a going concern, which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business.  The Company has not yet established an
ongoing source of revenues sufficient to cover its operating costs and allow it
to continue as a going concern.  The ability of the Company to
continue as a going concern is dependent on the Company obtaining adequate
capital to fund operating losses until it becomes profitable.  If the
Company is unable to obtain adequate capital, it could be forced to cease
operations.  The accompanying financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern.






- 23 -
 Table of Contents





Management’s Plan to
Continue as a Going Concern





The
Company has met its historical working capital requirements from the sale of its
capital shares.  In order to continue as a going concern, the Company
will need, among other things, additional capital
resources.  Management’s plans to obtain such resources for the
Company include (1) obtaining capital from the sale of its securities, (2) the
sale of the Sore-EezÔ Chinese herbal body
liniment and other product candidates, and (3) seeking out and completing a
merger with an existing operating company.  However, management cannot
provide any assurance that the Company will be successful in accomplishing any
of its plans.





The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations.





Development Stage
Risk





The
Company has earned minimal revenues from operations.  Accordingly, the
Company's activities have been accounted for as those of a "Development Stage
Enterprise" as set forth in Accounting Standards Codification (“ASC”) 915
“Development Stage Entities”, which was previously Financial Accounting
Standards Board Statement No. 7 ("SFAS 7"). Among the disclosures required by
ASC 915 are that the Company's financial statements be identified as those of a
development stage company, and that the statements of operations, stockholders'
equity/(deficit) and cash flows disclose activity since the date of the
Company's inception





Since its
inception, the Company has been dependent upon the receipt of capital investment
to fund its continuing activities.  In addition to the normal risks
associated with a new business venture, there can be no assurance that the
Company's business plan will be successfully executed. Our ability to execute
our business plan will depend on our ability to obtain additional financing and
achieve a profitable level of operations. There can be no assurance that
sufficient financing will be obtained.  Further, we cannot give any
assurance that we will generate substantial revenues or that our business
operations will prove to be profitable.





NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Cash and Cash
Equivalents





The
Company considers all highly liquid debt instruments with original maturities of
three months or less to be cash equivalents. The Company has no cash
equivalents.





Use of
Estimates





The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.





Inventories





Inventories
are valued at the lower of cost or market on a first-in, first-out (FIFO) basis,
and include finished goods.





Equipment





Equipment
is stated at cost, less accumulated depreciation.  Depreciation is
provided using the straight-line method over the estimated useful life of five
years.





Advertising
Costs





Advertising
costs are expensed as incurred.  For the years ended December 31, 2009
and 2008, advertising expenses totaled $3,900 and $156,
respectively.





- 24 -
 Table of Contents





Revenue
Recognition





The
Company recognizes revenue when:





·
            Persuasive evidence of an arrangement
exists;





·
            Shipment has occurred;





·
            Price is fixed or determinable; and





·
            Collectibility is reasonably
assured.





The
Company closely follows the provisions of ASC 605, “Revenue Recognition”, which
includes the guidelines of Staff Accounting Bulletin No. 104 as described above.
For the periods from October 4, 2007 (inception) to December 31, 2007 and
January 1, 2008 to June 30, 2008, respectively, the Company recognized no
revenues.  In July, 2008, the Company commenced providing our first
product, the Sore-EezÔ Chinese herbal body
liniment.  For the period from October 4, 2007 (inception) to December
31, 2008, the Company recognized revenues in the amount of
$1,241.  For the year ended December 31, 2009, the Company recognized
no revenues.





Earnings (Loss) Per
Share





The
Company computes earnings per share in accordance with ASC 260, “Earnings Per
Share”, which was previously Statement of Accounting Standards No. 128,
"Earnings per Share (“SFAS No. 128”). Under the provisions of SFAS No. 128,
basic earnings per share is computed by dividing the net income (loss) for the
period by the weighted average number of common shares outstanding during the
period. Diluted earnings per share is computed by dividing the net income (loss)
for the period by the weighted average number of common and potentially dilutive
common shares outstanding during the period.  There were no
potentially dilutive common shares outstanding during the period.





Intangible
Assets





Intangible
assets consist of a license agreement which is recorded at cost and amortized
over a straight-line basis.   The value of the license was determined
to be the legal costs to create the license, which was $1,200, as there were no
other out-of-pocket costs for the license or the development of the
recipe.  The Company evaluates the recoverability of identifiable
intangible assets whenever events or changes in circumstances indicate that an
intangible asset’s carrying amount may not be recoverable. There was no
impairment loss for the period from October 4, 2007 (inception) to December 31,
2009.





Income
Taxes





The
Company accounts for income taxes as outlined in ASC 740, “Income Taxes”, which
was previously Statement of Financial Accounting Standards No. 109, “Accounting
for Income Taxes.” Under the asset and liability method of Statement 109,
deferred tax assets and liabilities are recognized for the estimated future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
in effect for the year in which those temporary differences are expected to be
recovered or settled.





Fair Value of Financial
Instruments





The
Company considers that the carrying amount of financial instruments, including
accounts payable, approximates fair value because of the short maturity of these
instruments.





Share Based
Payments





In
December 2004, the FASB issued SFAS No. 123(R), “Share-Based Payment,” which
replaces SFAS No. 123 and supersedes APB Opinion No. 25. SFAS No. 123(R) is now
included in ASC 718 “Compensation – Stock Compensation.”  Under SFAS
No. 123(R), companies are required to measure the compensation costs of
share-based compensation arrangements based on the grant-date fair value and
recognize the costs in the financial statements over the period during which
employees or independent contractors are required to provide services.
Share-based compensation arrangements include stock options and warrants,
restricted share plans, performance-based awards, share appreciation rights and
employee share purchase plans. In March 2005, the SEC issued Staff Accounting
Bulletin No. 107, or “SAB 107”. SAB 107 expresses views of the staff regarding
the interaction between SFAS No. 123(R) and certain SEC rules and regulations
and provides the staff's views regarding the valuation of share-based payment
arrangements for public companies. SFAS No. 123(R) permits public companies to
adopt its requirements using one of two methods. On April 14, 2005, the SEC
adopted a new rule amending the compliance dates for SFAS 123(R). Companies may
elect to apply this statement either prospectively, or on a modified version of
retrospective application under which financial statements for prior periods are
adjusted on a basis consistent with the pro forma disclosures required for those
periods under SFAS 123.






- 25 -
 Table of Contents





Effective
for the year ended December 31, 2007, the Company has fully adopted the
provisions of SFAS No. 123(R) and related interpretations as provided by SAB
107. As such, compensation cost is measured on the date of grant as the fair
value of the share-based payments. Such compensation amounts, if any, are
amortized over the respective vesting periods of the option grant.





Recently Issued Accounting
Pronouncements





The
company has adopted all recently issued accounting
pronouncements.  The adoption of the accounting pronouncements,
including those not yet effective, is not anticipated to have a material effect
on the financial position or results of operations of the Company.





Subsequent
Events





We
evaluated subsequent events through the date and time our financial statements
were issued on February 5, 2010.





NOTE
3 - EQUITY TRANSACTIONS





On
October 4, 2007 (inception), the Company issued 975,000 shares of common stock
for the purchase of the license to manufacture, distribute and sell, the
Sore-EezÔ
Chinese herbal liniment, its initial product, from Yamit Lemoine.  The
value of the license was determined to be the legal costs to create the license,
which was $1,200, as there were no other out-of-pocket costs for the license or
the development of the recipe.





On
November 4, 2007, the Company issued 5,000,000 shares of common stock to an
investor for cash in the amount of $11,100.





On
December 31, 2007, the Company issued 63,278 shares of common stock to an
investor for cash in the amount of $633.





On March
27, 2008, the Company issued 100,000 shares of common stock to our initial
directors for services rendered at a value of $4,008.





On
December 11, 2008, the Company completed its public offering pursuant to its
Form S-1 Registration Statement of 6,780 shares of Series A Convertible
Preferred Stock, which were converted into 1,762,800 shares of common stock and
provided aggregate offering proceeds in the amount of $67,800.





On April
1, 2009, the Company issued 100,000 shares of common stock to its transfer agent
for services rendered at a value of $3,846.





NOTE
4 – INCOME TAXES





The
Company provides for income taxes under ASC 740, “Income Taxes”, which was
previously Statement of Financial Accounting Standards No. 109, Accounting for
Income Taxes. SFAS No. 109 requires the use of an asset and liability approach
in accounting for income taxes. Deferred tax assets and liabilities are recorded
based on the differences between the financial statement and tax bases of assets
and liabilities and the tax rates in effect when these differences are expected
to reverse.





SFAS No.
109 requires the reduction of deferred tax assets by a valuation allowance if,
based on the weight of available evidence, it is more likely than not that some
or all of the deferred tax assets will not be realized.






- 26 -
 Table of Contents





The
provision for income taxes differs from the amounts which would be provided by
applying the statutory federal income tax rate of 34% to the net loss before
provision for income taxes for the following reasons:





December
      31,
            
            
            December
      31,2009
            
            
            2008Income
      tax expense (asset) at statutory rate
            
            $
            (24,348
            )
            
            $
            (7,107
            )Valuation
      allowance
            
            
            24,348
            
            
            
            7,107Income
      tax expense per books
            
            $
            -0-
            
            
            $
            -0-





Net
deferred tax assets consist of the following components as of:




December
      31,
            
            
            December
      31,2009
            
            
            2008NOL
      Carryover
            
            $
            94,043
            
            
            $
            22,432Valuation
      allowance
            
            
            (94,043
            )
            
            
            (22,432
            )Net
      deferred tax asset
            
            $
            -0-
            
            
            $
            -0





Due to
the change in ownership provisions of the Tax Reform Act of 1986, net operating
loss carry forwards for the years ended December 31, 2009 and December 31, 2008,
were $94,043 and 22,432, respectively, and for federal income tax reporting
purposes are subject to annual limitations.  Should a change in our
ownership occur the net operating loss carry forwards may be limited as to their
use in future years.





NOTE
5 - CONCENTRATION OF CREDIT RISK





Financial
instruments that potentially subject the Company to concentrations of credit
risk consist principally of cash deposits. Accounts at each institution are
insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. At
December 31, 2009 and December 31, 2008, respectively, the Company had no
amounts in excess of FDIC insured limit.





NOTE
6 - LICENSE AGREEMENT





We have
entered into a license agreement with Yamit Lemoine, a significant shareholder
and the wife of our former chief executive officer, which grants us a license
for a term five (5) years until at least October 4, 2012 for the exclusive
worldwide use of the Sore-EezÔ Chinese herbal
liniment recipe and, perpetually, thereafter, if we have generated at least
$400,000 from the sale of products based on the Sore-EezÔ Chinese herbal
liniment recipe on or prior to such date.  Pursuant to this license
agreement, we are required to exercise our best efforts to undertake and
maintain the commercial scale production, marketing and distribution of products
embodying the subject matter of the Sore-EezÔ Chinese herbal
liniment recipe.  We may not sublicense or assign any of our rights
under the license agreement.




- 27 -
 Table of Contents





On
October 4, 2007, the date of our inception, we issued 975,000 shares of our
restricted common stock to Yamit Lemoine, for a purchase price of $0.0012308 per
share, for the license to the Sore-EezÔ Chinese herbal
liniment recipe.  The value of the license was determined to be the
legal costs to create the license, which was $1,200, as there were no other
out-of-pocket costs for the license or the development of the
recipe.  We do not have any future payments obligations to Yamit
Lemoine under the license agreement.





The
license will be amortized over five years using the straight line
method.  Yamit Lemoine may terminate this license agreement in the
event that we have not recognized revenues of at least $400,000 from the sale of
products based on the Sore-EezÔ Chinese herbal
liniment recipe by October 4, 2012.   We have not achieved this level
of sales as of December 31, 2009, so the license remains subject to termination
by the licensor at the end of such period.





The
estimated amortization expense over the next five years is as
follows:





Year
      Ending December 312007
            
            $
            602008
            
            $
            2402009
            
            
            2402010
            
            
            2402011
            
            
            2402012
            
            
            180$
            1,200











- 28 -
 Table of Contents


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





None.





Item 9A. Controls and Procedures.





We
maintain disclosure controls and procedures that are designed to ensure that the
information required to be disclosed in the reports that we file under the
Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission’s rules and forms, and that such information is accumulated
and communicated to our management, including our President and Treasurer, as
appropriate, to allow timely decisions regarding required
disclosures.  In designing and evaluating the disclosure controls and
procedures, management recognized that any controls and procedures, no matter
how well designed and operated, can only provide reasonable assurance of
achieving the desired control objectives, and in reaching a reasonable level of
assurance, management necessarily was required to apply its judgment in
evaluating the cost-benefit relationship of possible controls and
procedures.





As
required by SEC Rule 13a-15(b), we carried out an evaluation, under the
supervision and with the participation of our management, including our
President and Treasurer, of the effectiveness of the design and operation of our
disclosure controls and procedures as of the end of our fourth fiscal quarter
covered by this report. Based on the foregoing, our President and Treasurer
concluded that our disclosure controls and procedures were effective at the
reasonable assurance level.





There has
been no change in our internal controls over financial reporting during our
fourth fiscal quarter ended December 31, 2009, that has materially affected, or
is reasonably likely to materially affect, our internal controls over financial
reporting.





MANAGEMENT’S REPORT ON
INTERNAL CONTROL OVER FINANCIAL REPORTING





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





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





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





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





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






- 29 -
 Table of Contents





The
Company’s management assessed the effectiveness of the Company’s internal
control over financial reporting as of December 31, 2009.  In making
this assessment, the Company’s management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in
Internal Control-Integrated Framework.  The COSO framework is based
upon five integrated components of control: control environment, risk
assessment, control activities, information and communications and ongoing
monitoring.





Based on
the assessment performed, management has concluded that the Company’s internal
control over financial reporting, as of December 31, 2009, is effective and
provides reasonable assurance regarding the reliability of its financial
reporting and the preparation of its financial statements in accordance with
generally accepted accounting principles.  Further, management has not
identified any material weaknesses in internal control over financial reporting
as of December 31, 2009.





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





/s/
Bobby R. Smith,
Jr.


CEO,
President and Treasurer





Item 9B. Other Information.





There
exists no information required to be disclosed by us in a report on Form 8-K
during the fourth quarter ended December 31, 2009, but not
reported.





- 30 -
 Table of Contents


PART
III





Item 10.   Directors, Executive Officers and Corporate
Governance.





Our
directors and executive officers and their respective ages as of
February  4, 2010, are as follows:


Name
            
            Age
            
            Principal Positions With
      UsBobby
      R. Smith, Jr.
            
            46
            
            Chairman
      of the Board, Chief Executive Officer, President and
    TreasurerFrances
      Mize
            
            63
            
            Secretary
      and Director




The
following describes the business experience of each of our executive officers
and directors, including other directorships held in reporting companies, if
any:




Bobby R. Smith,
Jr.  Since September 2002, Bobby R. Smith, Jr., has served as
the president and owner of Four Star Investments, Inc., an Alabama
corporation.  Mr. Smith is a licensed builder and general contractor
with the State of Alabama.





Frances Mize.  Since
February 2006, Frances Mize, has served as the manager and owner of Four Star
Properties, LLC.  For more than the past five years, Ms. Mize has
served as the qualifying broker for properties owned by Four Star Realty, LLC
and its affiliates.  Ms. Mize is a licensed realtor in the State of
Alabama.





Term
of Office





All of
our directors hold office until the next annual general meeting of the
shareholders or until their successors are elected and qualified. Our officers
are appointed by our board of directors and hold office until their earlier
death, retirement, resignation or removal.





Significant
Employees





There are
no significant employees other than our executive officers.





Committees
of the Board of Directors





Our board
of directors intends to establish an audit committee, a compensation committee
and a nominating and corporate governance committee. Our board may establish
other committees from time to time to facilitate the management of our company;
however, we have not yet established any such committees.





Audit
committee.  Our audit committee will oversee a broad range of
issues surrounding our accounting and financial reporting processes and audits
of our financial statements, including by (1) assisting our board in monitoring
the integrity of our financial statements, our compliance with legal and
regulatory requirements, our independent auditor's qualifications and
independence and the performance of our internal audit function and independent
auditors, (2) appointing, compensating, retaining and overseeing the work
of any independent registered public accounting firm engaged for the purpose of
performing any audits, reviews or attest services, and (3) preparing the
audit committee report that may be included in our annual proxy statement or
annual report on Form 10-K. We will have at least three directors on our
audit committee, each of whom will be independent under the requirements of the
NASDAQ Capital Market, the Sarbanes-Oxley Act and the rules and regulations of
the SEC.  We have not yet formed our audit committee.





Compensation
committee.  Our compensation committee will review and
recommend our policies relating to compensation and benefits for our executive
officers and other significant employees, including reviewing and approving
corporate goals and objectives relevant to compensation of our Chief Executive
Officer and other executive officers, evaluating the performance of our
executive officers relative to goals and objectives, determining compensation
for these executive officers based on these evaluations and overseeing the
administration of our incentive compensation plans.  The compensation
committee will also prepare the compensation committee report that may be
included in a subsequent annual report on Form 10-K. We will have at least
two directors on our compensation committee, each of whom will be independent
under the requirements of the NASDAQ Capital Market. We do not yet have a
compensation committee.





- 31 -
 Table of Contents




Nominating and
corporate governance committee.  Our nominating and corporate
governance committee will (1) identify, review and recommend nominees for
election as directors, (2) advise our board of directors with respect to board
composition, procedures and committees, (3) recommend directors to serve on each
committee, (4) oversee the evaluation of our board of directors and our
management, and (5) develop, review and recommend corporate governance
guidelines and policies. We will have at least two directors on our nominating
and corporate governance committee, each of whom will be independent under the
requirements of the NASDAQ Capital Market.  We do not yet have a
nominating and corporate governance committee.





Compensation
Committee Interlocks and Insider Participation





Our board
of directors does not have a compensation committee. Since inception, all of our
executive compensation decisions have been made by our board of
directors.





Code
of Ethics





Our board
of directors intends to adopt a code of ethics for our principal executive and
senior financial officers. This code of ethics will apply to our principal
executive officer, principal financial officer, principal accounting officer,
and persons performing similar functions. We intend to post the full text of
this code on our Internet website, which is www.sore-eez.com.  We
intend to disclose future amendments to provisions of our code of ethics, or
waivers of such provisions, applicable to any principal executive officer,
principal financial officer, principal accounting officer or controller, or
persons performing similar functions, as required by law or
regulation.  We have not yet adopted a code of ethics.





Family
Relationships





None.





Involvement
in Certain Legal Proceedings





None of
our directors, executive officers or control persons has been involved in any of
the events prescribed by Item 401(f) of Regulation S-K during the past
five years, including:





1.
            any
      bankruptcy petition filed by or against any business of which such person
      was a general partner or executive officer either at the time of the
      bankruptcy or within two years prior to that
  time;





2.
            any
      conviction in a criminal proceeding or being subject to a pending criminal
      proceeding (excluding traffic violations and other minor
      offenses);





3.
            being
      subject to any order, judgment, or decree, not subsequently reversed,
      suspended or vacated, of any court of competent jurisdiction, permanently
      or temporarily enjoining, barring, suspending or otherwise limiting his
      involvement in any type of business, securities or banking activities;
      or





4.
            being
      found by a court of competent jurisdiction (in a civil action), the
      Securities and Exchange Commission or the Commodity Futures Trading
      Commission to have violated a federal or state securities or commodities
      law, and the judgment has not been reversed, suspended, or
      vacated.





Compliance
with Section 16(a) of the Act





Section
16(a) of the Exchange Act requires our officers and directors, and persons who
own more than ten percent (10%) of our shares of common stock, to file reports
of ownership and changes in ownership with the SEC.   Officers,
directors and greater than ten percent (10%) stockholders are required by
regulations promulgated by the SEC to furnish us with copies of all Section
16(a) forms that they file.  With reference to transactions during the
fiscal year ended December 31, 2009, to our knowledge, all Section 16(a) forms
required to be filed with the SEC were filed.




- 32 -
 Table of Contents





Item 11.  Executive Compensation.





Compensation
Discussion and Analysis





Philosophy
and objectives





For the
period October 4, 2007 (inception) through December 31, 2009, all compensation
decisions were made by our board of directors.  The primary objective of
our compensation policies and programs with respect to executive compensation is
to serve our shareholders by attracting, retaining and motivating talented and
qualified individuals to manage and lead our business. We will focus on
providing a competitive compensation package that provides significant short and
long-term incentives for the achievement of measurable corporate and individual
performance objectives.  We intend to establish a compensation
committee and future decisions regarding executive compensation will be the
responsibility of that committee.





Elements
of executive compensation





Base salary.  We
will seek to provide our senior management with a level of base salary in the
form of cash compensation appropriate to their roles and responsibilities. Base
salaries for our executives will be established based on the executive’s
qualifications, experience, scope of responsibilities, future potential and past
performance and cash available to pay executive compensation. Base salaries will
be reviewed annually and adjusted from time to time to realign salaries with
market levels after taking into account individual responsibilities, performance
and experience. We will consider four factors in determining the base salaries
of our named executive officers. These four factors are, in order of
significance, (1) creating an incentive to achieve corporate goals, (2)
individual performance, (3) cash available to pay compensation and (4) the total
compensation each executive officer previously received while employed with us,
if any.





Incentive cash
bonuses.  Our practice will be to seek to award incentive cash
bonuses to our executive officers based upon their individual performance, as
well as our overall business and strategic objectives. In determining the amount
of cash bonuses paid to our named executive officers, we will consider the same
four factors as in determining their base salaries.  We have not paid
any incentive cash bonuses since inception.





Long-term equity
compensation.  We believe that successful long-term performance
is achieved through an ownership culture that encourages long-term performance
by our executive officers through the use of stock and stock-based awards. We
intend to establish equity incentive plans to provide our employees, including
our named executive officers, with incentives to help align those employees’
interests with the interests of our shareholders. We expect that our incentive
plans will permit the grant of stock options, restricted shares and other stock
awards to our executive officers, employees, consultants and non-employee board
members. When we hire executive officers in the future, we expect to grant them
stock-based awards that will generally vest over a four or five-year period. We
believe that stock-based awards provide an incentive for these officers to
continue their employment with us, provide our executive officers with an
opportunity to obtain an ownership interest in our company and encourage them to
focus on our long-term profitable growth. We believe that the use of stock-based
awards will promote our overall executive compensation objectives and expect
that equity incentives will continue to be a significant source of compensation
for our executives. In determining amounts awarded to our named executive
officers under our incentive plans, we will consider the same four factors (and
use the same method of measurement) as in determining base salary. The third
factor (cash available) has an indirect effect when determining long-term equity
compensation. Specifically, to the extent that this factor causes us not to pay
base salary or cash bonuses, it points toward providing long-term equity
compensation.  We have not issued any long-term equity compensation
since our inception.





Other
compensation.  When we hire other executive officers, our
executive officers will be eligible to receive the same benefits, including
non-cash group life and health benefits, that are available to all employees. We
may offer a 401(k) plan to our employees, including our executive officers. This
plan will permit employees to make contributions up to a statutory maximum and
will permit us to make matching or profit-sharing contributions. To date, we
have not offered a 401(k) plan or made, or committed to make, any matching or
profit-sharing contributions under a 401(k) plan or offered any other benefits
to Michel Lemoine, our former sole executive officer, or to Bobby R. Smith, Jr.
or Frances Mize, our current executive officers.




- 33 -
 Table of Contents




Policies
related to compensation





Guidelines for equity
awards.  We have not formalized a policy as to the amount or
timing of equity grants to Michel Lemoine, our sole executive officer. We
expect, however, that the compensation committee will approve and adopt
guidelines for equity awards.  Among other things, we expect that the
guidelines will specify procedures for equity awards to be made under various
circumstances, address the timing of equity awards in relation to the
availability of information about us and provide procedures for grant
information to be communicated to and tracked by our finance
department.  As of the date of this report, we have not established a
finance department.  We anticipate that the guidelines will require
that any stock options or stock appreciation rights have an exercise or strike
price not less than the fair market value of our common stock on the date of the
grant.





Stock ownership
guidelines.  As of the date of this report, we have not
established ownership guidelines for Michel Lemoine, our sole executive officer,
or the Board of Directors.





Compliance
with Sections 162(m) and 409A of the Internal Revenue Code





Section 162(m)
of the Internal Revenue Code limits the deductibility of compensation in excess
of $1 million paid to certain executive officers, unless such compensation
qualifies as performance-based compensation. Among other things, in order to be
deemed performance-based compensation for Section 162(m) purposes, the
compensation must be based on the achievement of pre-established, objective
performance criteria and must be pursuant to a plan that has been approved by
our shareholders. At least for the next several years, we expect the cash
compensation paid to our sole executive officer and other executive officers, if
any, to be below the threshold for non-deductibility provided in Section 162(m),
and our equity incentive plans will afford our compensation committee with the
flexibility to make a variety of types of equity awards to our executive
officers, the deductibility of which will not be limited under
Section 162(m).  However, our compensation committee, which we
expect to form, will fashion our future equity compensation
awards.  However, we do not now know whether any such awards will
satisfy the requirements for deductibility under Section 162(m).





We also
currently intend for our executive compensation program to satisfy the
requirements of Internal Revenue Code Section 409A, which addresses the tax
treatment of certain nonqualified deferred compensation benefits.




Executive
Compensation




The
following table sets forth information concerning all cash and non-cash
compensation awarded to, earned by or paid to the following persons for services
performed for us during 2007, 2008 and 2009 in all capacities.






Summary
Compensation Table




Year
            
            Salary
              ($)
            
            Bonus
              ($)
            
            Stock
      Awards ($)(2)(3)
            
            Option
      Awards ($)
            
            Non-Equity
      Incentive Plan Compensation
              ($)
            
            Change
      in Pension Value and Nonqualified Deferred Compensation Earnings
      ($)
            
            All
      Other Compensation ($)
            
            Total
      ($)Name
      and Principal Position (a)
            
            (b)
            
            (c)
            
            (d)
            
            (e)
            
            (f)
            
            (g)
            
            (h)
            
            (i)
            
            (j)CEO
      Michel Lemoine(1)
            
            
            2007
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            02008
            
            $
            0
            
            $
            0
            
            $
            1,002
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            1,0022009
            
            $
            3,080
            
            $
            0
            
            $
            
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            3,080CEO Bobby R. Smith,
      Jr.(4)
            
            
            2009
            
            $
            0
            
            $
            0
            
            $
            
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0Secretary Frances
      Mize(5)
            
            
            2009
            
            $
            0
            
            $
            0
            
            $
            
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0(1)
            Mr.
      Lemoine became our Chief Executive Officer in October 2007.  Mr.
      Lemoine was the only executive officer of the Company during the years
      2007, 2008 and 2009. Mr. Lemoine also serves as Chairman, Principal
      Financial Officer and Principal Accounting Officer.(2)
            Mr.
      Lemoine also received compensation as a director for which he received
      $1,002 in common stock in 2008.(3)
            These
      stock awards are entirely related to Mr. Lemoine’s service on the Board of
      Directors as its Chairman.(4)
            Mr.
      Smith became our Chief Executive Officer on December 14,
    2009.(5)
            Ms.
      Mize became our Secretary on December 14,
2009.




- 34 -
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Employment
Agreements





We have
not entered into any employment agreements with our executive officers. 
Our decision to enter into an employment agreement, if any, will be made by our
compensation committee.





Potential
Payments Upon Termination or Change in Control





There
were no potential payments or benefits payable to our named executive officer
upon his termination of employment or in connection with a change in
control.





Grants
of Plan-Based Awards in 2009





We have
not granted any plan-based awards to our named executive officer, since our
inception.





Outstanding
Equity Awards at Fiscal Year-End





We did
not have any outstanding equity awards to our named executive officer, as of
December 31, 2009, our fiscal year-end.





Option
Exercises and Stock Vested in 2009





Our named
executive officer did not exercise any options, nor did any unvested shares of
stock vest, during fiscal year 2009.  Our named executive officer did not
have any stock options or unvested shares of stock of the Company.





Equity
Incentive Plan





We expect
to adopt an equity incentive plan. The purposes of the plan are to attract and
retain qualified persons upon whom our sustained progress, growth and
profitability depend, to motivate these persons to achieve long-term company
goals and to more closely align these persons' interests with those of our other
shareholders by providing them with a proprietary interest in our growth and
performance. Our executive officers, employees, consultants and non-employee
directors will be eligible to participate in the plan.  We have not
determined the amount of shares of our common stock to be reserved for issuance
under the proposed equity incentive plan.


- 35 -
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DIRECTOR
COMPENSATION




Fees Earned or Paid in
    Cash
            
            Stock
      Awards
            
            Option
      Awards
            
            Non-Equity
      Incentive Plan Compensation
            
            Change in Pension Value and Nonqualified Deferred
      Compensation Earnings
            
            All
      Other Compensation
            
            Total($)
            
            ($)
            
            ($)
            
            ($)
            
            ($)
            
            ($)
            
            ($)Name
      (a)
            
            (b)
            
            (c)
            
            (d)
            
            (e)
            
            (f)
            
            (g)
            
            (j)Michel
      Lemoine
            
            
            -
            
            $
            1,002
            
            $
            -
            
            
            
            
            
            
            
            
            
            
            $
            1,002Joseph
      R. Pierre-Louis
            
            
            -
            
            $
            1,002
            
            $
            -
            
            
            
            
            
            
            
            
            
            
            $
            1,002Steve
      Kravitz
            
            
            -
            
            $
            1,002
            
            $
            -
            
            
            
            
            
            
            
            
            
            
            $
            1,002H.
      Bradley Ress
            
            
            -
            
            $
            1,002
            
            $
            -
            
            
            
            
            
            
            
            
            
            
            $
            1,002Bobby
      R. Smith, Jr.
            
            
            -
            
            $
            -
            
            $
            -
            
            
            
            
            
            
            
            
            
            
            $
            -Frances
      Mize
            
            
            -
            
            $
            -
            
            $
            -
            
            
            
            
            
            
            
            
            
            
            $
            -





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





The
following table sets forth certain information regarding beneficial ownership of
our common stock as of February 4, 2010, for:





• each
person or group known to us to beneficially own 5% or more of our common
stock;





• each
of our directors and director nominees;





• each
of our named executive officers; and





• all of
our executive officers and directors as a group.





Unless
otherwise indicated below, to our knowledge, all persons listed below have sole
voting and investment power with respect to their shares of common stock, except
to the extent authority is shared by spouses under applicable law. Unless
otherwise indicated below, each entity or person listed below maintains an
address of 785 N.E. 83rd
Terrace, Miami, Florida  33138.





The
number of shares beneficially owned by each shareholder is determined under
rules promulgated by the SEC. The information is not necessarily indicative of
beneficial ownership for any other purpose. Under these rules, beneficial
ownership includes any shares as to which the individual or entity has sole or
shared voting or investment power and any shares as to which the individual or
entity has the right to acquire beneficial ownership within 60 days after
February 4, 2010, through the exercise of any stock option, warrant or other
right. The inclusion in the following table of those shares, however, does not
constitute an admission that the named shareholder is a direct or indirect
beneficial owner.




Beneficial
      owner
            
            Number of shares
      beneficially
              owned
            
            
            Percentage
              of
      shares
              outstandingBobby
      R. Smith, Jr.
            
            
            3,497,659
            
            
            
            43.7
            %Frances
      Mize
            
            
            2,430,576
            
            
            
            30.4
            %All
      directors and executive officers as a group
            
            
            5,928,235
            
            
            
            74.1
            %







- 36 -
 Table of Contents




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





Related
Party Transactions





On
November 4, 2007, we issued 5,000,000 shares of our restricted common stock
to Talles Investments, Inc., for a purchase price of $0.00222 per share,
pursuant to its investment of $11,100 in the Company.





On
December 31, 2007, we issued the Company issued 63,278 shares of restricted
common stock to our Michel Lemoine, our initial Chairman, Chief Executive
Officer, President, Secretary and Treasurer, for a purchase price of $0.01 per
share, for cash in the amount of $633.





On March
27, 2008, the Company issued 25,000 shares of restricted common stock to each of
our initial directors, Michel Lemoine, Steve Kravitz, H. Bradley Ress and Joseph
Pierre-Louis, or an aggregate of 100,000 shares of common stock, for a purchase
price of $0.04008 per share, for services rendered by each of our directors
valued at $1,002, or an aggregate of $4,008.





All
related party transactions involving provision of services or tangible assets
were recorded at the exchange amount, which is the value established and agreed
to by the related parties reflecting arms length consideration payable for
similar services or transfers.





License
Agreement





We have
entered into a license agreement with Yamit Lemoine, a significant shareholder
and the wife of our initial Chief Executive Officer, which grants us a license
for a term of five (5) years until at least October 4, 2012 for the exclusive
worldwide use of the Sore-EezÔ Chinese herbal
liniment recipe and, perpetually, thereafter, if we have generated at least
$400,000 from the sale of products based on the Sore-EezÔ Chinese herbal
liniment recipe on or prior to such date.  Pursuant to this license
agreement, we are required to exercise our best efforts to undertake and
maintain the commercial scale production, marketing and distribution of products
embodying the subject matter of the Sore-EezÔ Chinese herbal
liniment recipe.  We may not sublicense or assign any of our rights
under the license agreement. On October 4, 2007, the date of our inception, we
issued 975,000 shares of our restricted common stock to Yamit Lemoine, for a
purchase price of $0.0012308 per share, for the license to the Sore-EezÔ Chinese herbal
liniment recipe.  We do not have any future payments obligations to
Yamit Lemoine under the license agreement.


.


Policies
and Procedures for Related Party Transactions





We intend
to adopt a written policy that requires any transaction, arrangement or
relationship in which we will be a participant and the amount involved exceeds
$120,000, and in which any of our directors, executive officers or shareholders
owning at least 5% of any class of our voting securities, or any of their
immediate family members or any entity in which any of the foregoing persons is
employed or is a general partner or principal had or will have a direct or
indirect material interest, to be submitted to our audit committee for review,
consideration and approval. In the event that a proposed transaction with a
related person involves an amount that is less than $120,000, the transaction
will be subject to the review and approval of our Chief Executive Officer (or
our Chief Financial Officer in the event our Chief Executive Officer, an
immediate family member of the Chief Executive Officer, or an entity in which
our Chief Executive Officer or a member of his immediate family is employed or
is a general partner or principal is a party to such transaction). If the
transaction is approved by our Chief Executive Officer or Chief Financial
Officer, such officer will report the material terms of the transaction to our
audit committee at its next meeting. The policy will provide for periodic
monitoring of pending and ongoing transactions. In approving or rejecting the
proposed transaction, our audit committee will consider the relevant facts and
circumstances available to it, including, (1) the impact on a director’s
independence if the related person is a director or his or her family member or
related entity, (2) the material terms of the proposed transaction, including
the proposed aggregate value of the transaction, (3) the benefits to us, (4) the
availability of other sources for comparable services or products (if
applicable), and (5) an assessment of whether the proposed transaction is on
terms that are comparable to the terms available to an unrelated third party or
to our employees generally. Our audit committee will approve only those
transactions that the committee determines to be, in light of known
circumstances, in, or not inconsistent with, our best interests and the best
interest of our shareholders.




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 Table of Contents


Annual Report on
Form 10-K





Copies of
our Annual Report on Form 10-K, without exhibits, can be obtained without
charge from us at The Dragon’s Lair, 785 N.E 83rd
Terrace, Miami, Florida  33138, or telephone
(786) 554-2771.





Item 14.  Principal Accountant Fees and
Services.





The
following table sets forth fees billed to us for principal accountant fees and
services during the period from October 4, 2007 (inception) through December 31,
2007 and the years ended December 31, 2009 and December 31, 2008.


2009
            
            
            2008
            
            2007Audit
      Fees
            
            $
            8,050
            
            
            $
            6,500
            
            
            $
            —Audit-Related
      Fees
            
            
            —
            
            
            
            —
            
            
            
            —Tax
      Fees
            
            
            —
            
            
            
            —
            
            
            
            —All
      Other Fees
            
            
            —
            
            
            
            —
            
            
            
            —Total
      Audit and Audit-Related Fees
            
            $
            8,050
            
            
            $
            6,500
            
            
            $
            —





Item 15.   Exhibits.





(a)
            Exhibits





The
following exhibits are filed with this report on Form 10-K:


Exhibit
                No.
              Description
              Incorporated
      Herein
                by
      Reference to
              Filed
      Herewith3.1
              Articles
      of Incorporation, as currently in effect
              Previously
      filed with the SEC as an exhibit to our Registration Statement on Form S-1
      (No. 333-150751)3.2
              Bylaws,
      as currently in effect
              Previously
      filed with the SEC as an exhibit to our Registration Statement on Form S-1
      (No. 333-150751)4.1
              Specimen
      common stock certificate
              Previously
      filed with the SEC as an exhibit to our Registration Statement on Form S-1
      (No. 333-150751)10.1
              Exclusive
      License Agreement with Yamit Lemoine dated October 4, 2007
              Previously
      filed with the SEC as an exhibit to our Registration Statement on Form S-1
      (No. 333-150751)21.1
              List
      of Subsidiaries
              Previously
      filed with the SEC as an exhibit to our Registration Statement on Form S-1
      (No. 333-150751)23.1
              Consent
      of Lake & Associates CPA's, LLC
              
              X31.1
              Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002
              
              X32.1
              Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002
              
              X





- 38 -
 Table of Contents





SIGNATURES





In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized, on the 4th day of February, 2010.





DRAGON’S LAIR HOLDINGS, INC.








By: /s/ Bobby R.
Smith,
Jr.


Bobby R.
Smith, Jr.


CEO,
President and Treasurer


- 39 -
 Table of Contents


DRAGON'S
LAIR HOLDINGS, INC.


(the
“Registrant”)


(Commission
File No. 000-52202)


Exhibit Index


to


Annual Report
on Form 10-K


for
the Fiscal Year Ended December 31, 2009





Exhibit
              No.
            Description
            Incorporated
      Herein
              by
      Reference to
            Filed
      Herewith3.1
            Articles
      of Incorporation, as currently in effect
            Previously
      filed with the SEC as an exhibit to our Registration Statement on Form S-1
      (No. 333-150751)3.2
            Bylaws,
      as currently in effect
            Previously
      filed with the SEC as an exhibit to our Registration Statement on Form S-1
      (No. 333-150751)4.1
            Specimen
      common stock certificate
            Previously
      filed with the SEC as an exhibit to our Registration Statement on Form S-1
      (No. 333-150751)10.1
            Exclusive
      License Agreement with Yamit Lemoine dated October 4, 2007
            Previously
      filed with the SEC as an exhibit to our Registration Statement on Form S-1
      (No. 333-150751)21.1
            List
      of Subsidiaries
            Previously
      filed with the SEC as an exhibit to our Registration Statement on Form S-1
      (No. 333-150751)23.1
            Consent of Lake & Associates CPA's,
      LLC
            
            X31.1
            Certification of Chief Executive Officer and Chief
      Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002
            
            X32.1
            Certification of Chief Executive Officer and Chief
      Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002
            
            X





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