UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


____________________________________________________




FORM
10-K





(Mark
One)


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




For
The Fiscal Year Ended December 31, 2008




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




Commission
File No.  333-143215





ENERGY
      & TECHNOLOGY, CORP.(Exact
      name of issuer as specified in its charter)Delaware
              26-0198662(State
      or other jurisdiction of incorporation or organization)
              (I.R.S.  Employer
      Identification No.)Petroleum Towers,
      Suite 530, P.O. Box 52523
                Lafayette,
      LA
              70505(Address
      of principal executive offices)
              (Zip
      Code)Registrant’s
      telephone number, including area code: (337)
      984-2000




Securities
      registered under Section 12(b) of the Exchange Act:
              None.Securities
      registered under Section 12(g) of the Exchange Act:
              Common
      stock, par value $0.001 per share.(Title
      of class)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 the Securities Act.


Yes
   No x




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


Yes
   No x





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding twelve months (or such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.  Yesx Noo





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of S-K
(§229.405 of this chapter)  is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.  x




Large
      accelerated filer
                 ̈
                Accelerated
      filer
                 ̈Non-accelerated
      filer
                 ̈
                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 o No x





State
issuer’s revenues for its most recent fiscal year: 
$10,027,953





The
aggregate market value of Common Stock held by non-affiliates of the Registrant
on March 25, 2009 was $544,500 based on a $5.50 closing price for the Common
Stock on March 25, 2009. For purposes of this computation, all executive
officers and directors have been deemed to be affiliates. Such determination
should not be deemed to be an admission that such executive officers and
directors are, in fact, affiliates of the Registrant.





Number of
the issuer’s Common Stock outstanding as of March 30, 2009:
175,100,000





Documents
incorporated by reference: None.


















TABLE
OF CONTENTS




PART
    I
            
            PAGEITEM
      1.
            DESCRIPTION OF
      BUSINESS
            1ITEM
      1A
            RISK FACTORS
            3ITEM
      1B
            UNRESOLVED STAFF COMMENTS
            3ITEM
      2.
            PROPERTIES
            3ITEM
      3.
            LEGAL
      PROCEEDINGS
            3ITEM
      4.
            SUBMISSION OF MATTERS TO A VOTE OF
      SECURITY HOLDERS
            3PART
      IIITEM
      5.
            MARKET FOR REGISTRANT’S COMMON
      EQUITY; RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
      SECURITIES
            3ITEM
      6.
            SELECTED FINANCIAL
      DATA
            4ITEM
      7.
            MANAGEMENT’S DISCUSSION AND ANALYSIS
      OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
            4ITEM
      7A.
            QUANTITATIVE AND QUALITATIVE
      DISCLOSURES ABOUT MARKET RISK
            10ITEM
      8.
            FINANCIAL STATEMENTS AND
      SUPPLEMENTARY DATA
            10ITEM
      9.
            CHANGES IN AND DISAGREEMENTS WITH
      ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
            11ITEM
      9A.
            CONTROLS AND
      PROCEDURES
            11PART
      IIIITEM
      10.
            DIRECTORS, EXECUTIVE OFFICERS AND
      CORPORATE GOVERNANCE
            11ITEM
      11.
            EXECUTIVE
      COMPENSATION
            12ITEM
      12.
            SECURITY OWNERSHIP OF CERTAIN
      BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
      MATTERS
            13ITEM
      13.
            CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS, AND DIRECTOR INDEPENDENCE
            14ITEM
      14.
            PRINCIPAL ACCOUNTANT FEES AND
      SERVICES
            14PART
      IVITEM
      15.
            EXHIBITS, FINANCIAL STATEMENT
      SCHEDULES
            15SIGNATURES
















PART
I




ITEM
1.            DESCRIPTION
OF BUSINESS.


Technical
Industries & Energy, Corp. (“TIE” or the “Company”) was founded in the State
of Delaware on November 29, 2006; on January 3, 2007 we entered into a Stock
Purchase and Share Exchange Agreement with Technical Industries, Inc., (“TII”) a
Louisiana corporation founded May 11, 1971 whereby TII became our wholly owned
operating subsidiary. On September 9, 2008 we changed our name to Energy &
Technology Corp. We plan to expand our operations and may acquire other
companies with services and products which complements existing services related
to the energy industry and offer the new three dimensional exploration
technology where needed, help the energy company reach deep energy reserves that
present technology cannot reach and increase opportunities for income, growth
and financing. Our business offices are located at Petroleum Towers, Suite 530
P.O. Box 52523, Lafayette, LA, 70505. Our telephone number is (337)
984-2000.





We are
headquartered in Lafayette, Louisiana with a branch office and production
facilities in Houston, Texas. We offer several services, which can be described
as engineering, manufacturing, sales, and non-destructive testing (“NDT”)
services for oilfield pipes and equipment.





NDT is
more fully described as the application of industry-wide and/or proprietary test
methods to examine oilfield pipes and equipment, or any object, material or
system associated therewith, without impairing their future usefulness. An
essential characteristic of NDT is that the examination process does not change
the composition, shape, integrity or properties of the test object, thus
allowing the object to be utilized for the purpose for which it was
manufactured. The end result is less time involved in testing, lower costs and
less waste of materials than other forms of pipe inspection that require that
the test object be destroyed.





Through
our staff of industrial, electrical and computer engineers, we offer engineering
services to assist our customers in the design, improvement, installation,
and/or integration of NDT components and systems.  The services, which
vary according to the needs of the customer, focus on design, layout, testing,
and troubleshooting of NDT systems hardware and software.





We also
manufacture our own proprietary NDT electronic equipment systems, which perform
the NDT services including ultrasonic inspection, electromagnetic inspection and
others. The layout and design of the systems’ physical components are produced
and tested by our engineers. Once the design has passed testing, the individual
components are built into the design. Some of the components, such as the
circuit boards, may be assembled by a third party before being incorporated into
the design. Last, the final assembly is integrated with proprietary inspection
software developed by our programmers.





A large
part of our business consists of selling oilfield pipe and equipment used in
exploration, drilling, and production.  The manufactured pipe and
equipment is supplied to us by various steel mills.  Before the pipe
and equipment is offered to our customers for sale, it must undergo further
processing, such as blasting, threading, coating, and non-destructive testing
inspection before being turned into a final product.  We only sell
oilfield pipe and equipment that has passed inspection and meets or exceeds API
(American Petroleum Institute) and/or customer specifications.




Lastly,
we provide ultrasonic pipe inspection technology. Services include full-length
electromagnetic inspection for oilfield pipe and equipment and full length
ultrasonic inspection systems for new and used drill pipe, tubing, casing, and
line pipe. We offer several different types of electromagnetic and ultrasonic
inspection processes, each of which is tailored to the inspection of a
particular pipe characteristic, such as size, length, wall thickness, ovality,
or detection of a particular pipe defect. The type of process is determined by
the customer according to his particular needs.





All of
the pipe that enters our facilities are carefully documented and incorporated
into our propriety inventory tracking system, which is accessible to customers
on the World Wide Web. Through this system, the customer is able to obtain
real-time storage and inspection information on his pipe that is located at our
facilities.





We
operate year-round, 24 hours a day, seven days a week when needed, and currently
employ approximately 100 employees.




Today, we
continue to serve the energy industry by manufacturing and maintaining
proprietary systems that detect, and collect all available defects and wall
thickness and outside diameter/ovality readings and store them in their proper
position on the pipe, produce a three-dimensional image of the pipe, and allow
the engineer to simulate burst, collapse, and pull apart the pipe on the
computer prior to drilling. This helps energy companies reach reserves that
otherwise cannot be reached with present technology. As a result of this
advanced technology, the American Petroleum Institute (API) appointed Mr. George
M. Sfeir, to serve on their 2008 committee for non-contact inspection. Recently,
Technical Industries, Inc. developed new US Patent No. 7,263,887 and
international patent pending inspection technology needed in order to reach deep
energy reserves present technology cannot reach. The U.S. patent is current
until 2039.





We serve
customers in Houston, Texas, Newfoundland, Canada, and Lafayette, Louisiana, the
Rockies, and we are expanding to Saudi Arabia, Egypt, UAE, Mexico, and other
parts of the World. Our customer base of over 50 accounts consists of oil
companies, steel mills, material suppliers, drilling companies, material rental
companies, and engineering companies. We handle regular projects and specialize
in deep water projects including BP Crazy Horse, ExxonMobil Alabama Bay and
ExxonMobil GrandCanyon, Sakhalin Island
and Caspian Sea, Texas A&M University Ocean Explorer, and other
projects.




-1-





Additional
services include full-length electromagnetic inspection for oil-field pipe and
equipment and full length ultrasonic inspection systems for new and used drill
pipe, tubing, casing and line-pipe, wet or dry Magnetic Particle Inspection
("MPI"); Dye Penetrant Testing ("PT"), or Ultrasonic Testing of the End Areas
("UT SEA") of plain end and threaded connections, including drill collars and
drilling rig inspection; mill systems and mill surveillance; testing and
consulting services. Today we continue to serve the energy industry niche by
manufacturing and maintaining proprietary systems that are capable of detecting
defects through the use of our patented technology.





ITEM
1A.         RISK
FACTORS





COMPETITORS
MAY DEVELOP SIMILAR TECHNOLOGY OR PATENT SIMILAR TECHNOLOGY, AND MAKE THIS
TECHNOLOGY AVAILABLE TO OUR CUSTOMERS.





Competitors
may develop similar technology or similar patents and make the technology
available to our current customers at a lower cost or on better contractual
terms. If this were to occur our customer base would be reduced which would in
turn lower our revenues.




OUR
FUTURE SUCCESS IS DEPENDENT, IN PART, ON THE PERFORMANCE AND CONTINUED SERVICE
OF GEORGE M. SFEIR, OUR ONLY OFFICER AND DIRECTOR. WITHOUT HIS CONTINUED
SERVICE, WE MAY BE FORCED TO INTERRUPT OR EVENTUALLY CEASE OUR
OPERATIONS.




We are
presently dependent to a great extent upon the experience, abilities and
continued services of George M. Sfeir our Chief Executive Officer and director.
We currently do not have an employment agreement with Mr. Sfeir. The loss of his
services could have a material adverse effect on our business, financial
condition or results of operation.




GEORGE
M. SFEIR HAS MAJORITY VOTING CONTROL OF OUR COMMON STOCK.





Mr. Sfeir
has the voting proxy for the majority of the voting stock of the
Company.  Although Mr. Sfeir only owns 1000 shares of the
Company’s outstanding shares individually, Mr. Sfeir controls the voting rights
for the 175,001,000 shares, which include shares held by 2 entities (the Sfeir
Family Trust, and American Interest, LLC), in addition to the shares he owns
individually.




WE
ARE IN A HIGHLY COMPETITIVE MARKET AND WE ARE UNSURE AS TO WHETHER OR NOT THERE
WILL BE ANY CONSUMER DEMAND FOR OUR PRODUCTS AND SERVICES.





Some of
our competitors are much larger and better capitalized than we are. It may be
that our competitors will better address the same market opportunities that we
are addressing. These competitors, either alone or with collaborative partners,
may succeed in developing business models that are more effective or have
greater market success than our own. The Company is especially susceptible to
larger manufacturers that invest more money in research and development.
Moreover, the market for our products is large but highly competitive. There is
little or no hard data that substantiates the demand for our products or how
this demand will be segmented. It is possible that there will be low consumer
demand for our products, or that interest in our products could decline or die
out, which would cause us to be unable to sustain our operations.




We
primarily serve the energy industry, which is a highly volatile and politically
driven industry.  Significant decreases in oil prices or changes in
the political landscape could adversely affect the demand for our products and
services.





WHILE
NO CURRENT LAWSUITS ARE FILED AGAINST THE COMPANY, THE POSSIBILITY EXISTS THAT A
CLAIM OF SOME KIND MAY BE MADE IN THE FUTURE.





While no
current lawsuits are filed against the Company, the possibility exists that a
claim of some kind may be made in the future.  While we will work to
insure high product quality and accuracy in all marketing and labeling, no
assurance can be given that some claims for damages will not arise. While we
plan to properly insure ourselves with standard product liability insurance,
there can be no assurance that this insurance will be adequate to cover
litigation expenses and any awards to plaintiffs.




The types
of claims that could be made against the Company consists primarily of product
liability claims associated with a failure of drilling pipe stem and oil country
tubular products used for exploration.  The Company maintains general
liability insurance with an annual aggregate of $2,000,000, as well as a
$2,000,000 umbrella policy.  The Company’s deductible for claims is
$5,000.




-2-


ITEM
1B.         UNRESOLVED STAFF
COMMENTS
 
 Not
Applicable
 
 ITEM
2.            DESCRIPTION
OF PROPERTY.
 
 We
presently maintain our principal offices at Petroleum Towers, Suite 530 P.O. Box
52523, Lafayette, LA, 70505.  Our telephone number is (337)
984-2000.
  Our main
testing facility in Houston, Texas, consists of approximately 8 acres and
includes a building capable of performing all inspection work in an
environmentally protected area, and providing storage areas for pipe and
equipment. Additional storage areas of approximately 29 acres adjoining our main
operating plant are available for future expansion.
 
 We have
constructed a similar facility in Abbeville, Louisiana on property leased from
the City of Abbeville for a 25 year term plus another 25 year option at the same
rate beginning in 2005 with payments to begin when the property is fully
operational. This facility consists of a building which houses the testing
operations and a yard for storage and is expected to employ an additional 32
people. Both facilities provide excellent year-round pipe and equipment storage
and maintenance services.
  ITEM
3.            LEGAL
PROCEEDINGS.
  To the
best of our knowledge, there are no known or pending litigation proceedings
against us..
 
 ITEM
4.            SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS.
  None.
  PART
II
  ITEM
5.            MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.


Market
Information





A symbol
was assigned for our securities so that our securities may be quoted for trading
on the OTCBB under symbol ENGT. Minimal trading has have occurred through the
date of this Report.





The
following table sets forth the high and low trade information for our common
stock. The prices reflect inter-dealer quotations, do not include retail
mark-ups, markdowns or commissions and do not necessarily reflect actual
transactions.




Quarter
      ended
                  
                  Low
      Price
                  
                  
                  High
      PriceDecember
      31, 2008
                  
                  $
                  10.00
                  
                  
                  $
                  10.00





Holders





As of
March 30, 2009 in accordance with our transfer agent records, we had 79 record
holders of our Common Stock.




Dividends





To date,
we have not declared or paid any dividends on our common stock. We currently do
not anticipate paying any cash dividends in the foreseeable future on our common
stock, when issued pursuant to this offering. Although we intend to retain our
earnings, if any, to finance the exploration and growth of our business, our
Board of Directors will have the discretion to declare and pay dividends in the
future.




Payment
of dividends in the future will depend upon our earnings, capital requirements,
and other factors, which our Board of Directors may deem relevant.






-3-




Stock
Option Grants





To date,
we have not granted any stock options.





Registration
Rights





We have
not granted registration rights to the selling shareholders or to any other
persons.




ITEM6.            
SELECTED FINANCIAL DATA.





The
Company’s auditors have prepared audited financial statements for each of the
last five years.  Summary results of operations have been presented
below from those statements.


2008
                    
                    
                    2007
                    
                    
                    2006
                    
                    
                    2005
                    
                    
                    2004Revenues
                    
                    $
                    10,027,953
                    
                    
                    $
                    4,041,494
                    
                    
                    $
                    2,609,890
                    
                    
                    $
                    2,158,989
                    
                    
                    $
                    1,831,060Cost
      of Revenues
                    
                    
                    6,031,965
                    
                    
                    
                    1,876,310
                    
                    
                    
                    1,135,632
                    
                    
                    
                    1,142,617
                    
                    
                    
                    662,711Gross
      Profit
                    
                    
                    3,995,988
                    
                    
                    
                    2,165,184
                    
                    
                    
                    1,474,258
                    
                    
                    
                    1,016,372
                    
                    
                    
                    1,168,349Operating  ExpensesGeneral
      & Administrative Expenses
                    
                    
                    1,470,700
                    
                    
                    
                    983,285
                    
                    
                    
                    531,817
                    
                    
                    
                    602,593
                    
                    
                    
                    658,423Depreciation
                    
                    
                    87,444
                    
                    
                    
                    93,395
                    
                    
                    
                    91,603
                    
                    
                    
                    92,315
                    
                    
                    
                    93,524Total
      Operating Expenses
                    
                    
                    1,558,144
                    
                    
                    
                    1,076,680
                    
                    
                    
                    623,420
                    
                    
                    
                    694,908
                    
                    
                    
                    751,947Income
      from Operations
                    
                    
                    2,437,844
                    
                    
                    
                    1,088,504
                    
                    
                    
                    850,838
                    
                    
                    
                    321,464
                    
                    
                    
                    416,402Other
      Income (Expense)
                    
                    
                    (99,590
                    )
                    
                    
                    (94,525
                    )
                    
                    
                    (103,906
                    )
                    
                    
                    (100,179
                    )
                    
                    
                    (181,500
                    )Income
      Before Income Taxes
                    
                    
                    2,338,254
                    
                    
                    
                    993,979
                    
                    
                    
                    746,932
                    
                    
                    
                    221,285
                    
                    
                    
                    234,902Provision
      for Income Taxes
                    
                    
                    879,598
                    
                    
                    
                    498,395
                    
                    
                    
                    285,061
                    
                    
                    
                    85,759
                    
                    
                    
                    102,200Net
      Income
                    
                    $
                    1,458,656
                    
                    
                    $
                    495,584
                    
                    
                    $
                    461,871
                    
                    
                    $
                    135,526
                    
                    
                    $
                    132,702


ITEM7.            
MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS





General





We have a
patented process which can help companies within the energy industry reach deep
energy reserves other equipment cannot.





The
following list highlights a few areas of opportunity to expand the Company's
business:





Increased sales and marketing
effort:We have
grown over the historical period without an aggressive marketing and sales
effort.  Currently, new business is generated from referrals, technical
sessions given to oil & gas and industry related companies, a website
and through the use of a marketing company on a limited basis.  To date, we
have hired one  in-house salesperson and another sales person based in
Louisiana who visits with customers. Currently, we have two employee whose
duties are focused on sales, marketing, and promotional activities for the
Company. Management believes revenue can be increased by expanding the
Company's sales force.




Applying for additional patents to
protect proprietary rights:We have recently developed
international patent-pending new inspection technology needed in order to reach
deep energy reserves present technology cannot reach. Our expandable
inspection technology helps the oil & gas companies retrieve a large amount
of energy reserves that cannot be retrieved with current technology.  We
have manufactured several pieces of equipment in-house that have enabled us to
successfully serve the energy industry.  Due to proprietary infringement
risk, we have discontinued manufacturing the equipment for sale to third
parties.  By securing a patent protecting our proprietary technology,
we could consider manufacturing equipment for sale again, which would open a new
line of revenue.





Introduction of complementary
services:We are continually
adding new services in order to meet customer demand. Most recently, we began
drilling equipment inspection services. Other areas management has identified as
potential growth avenues include vessel inspection and inspection of pipelines
in service. We are working to acquire pipe threading equipment which could be
attached to the inspection assembly line and provide additional services for a
very low increased cost to our customers.




-4-






Geographic expansion in the domestic
and international markets:We currently derive the majority of revenue
from the Houston, Texas market, where many of our clients are based. There are
several other markets that could be better served, such as in Louisiana where a
new plant in Abbeville, Louisiana is presently under construction in order to
serve the deep wells in the Gulf of Mexico. This plant became operational in
late 2008. Other expansions are being considered through the opening of
additional full-service, local plants. Furthermore, we maintain relations with
sales representatives in the Mexico, Saudi Arabia, and Middle East markets that
could be better utilized if we are able to locally serve customers. Lastly, we
have Canadian customers that utilize our services on a limited basis, due to the
high cost of shipping heavy pipes. To date, we have not had the capital or human
resources to establish plants in these potential markets.





We
continue to seek other companies which can complement our pipe and inspection
business with the goal of securing these businesses through a combination of
cash and stock payments.  All of these expansion plans rely heavily on
raising capital through a public offering of additional stock which would be
used to fund our acquisitions.





We have a
customer base of approximately 50 accounts, and are continually expanding our
customer base to increase revenue growth. Currently, we serve customers that are
oil companies, steel mills, material suppliers,drilling companies, material
rental companies and engineering companies. Our customer relationships average
over ten years which provides us repeat business.





Critical
Accounting Policies





The
Company has identified the following accounting policies to be the critical
accounting policies of the Company:





Revenue
Recognition.  Revenue for inspection services is recognized
upon completion of the services rendered.  Revenue for the sales of
pipe is recognized when pipe is delivered and the customer takes ownership and
assumes the risks of loss, collection of the relevant receivable is probable,
persuasive evidence of an arrangement exists, and the sales price is fixed or
determinable.





Inventory.  Inventory
is stated at the lower of cost determined by the specific identification method
or market.  At December 31, 2008, inventory consisted of drilling pipe
available for sale.





Property and Equipment.Property and equipment are stated at cost.  Expenditures for
property and equipment and items that substantially increase the useful lives of
existing assets are capitalized at cost and depreciated. Routine expenditures
for repairs and maintenance are expensed as incurred.  The cost and
related accumulated depreciation of property and equipment disposed of are
eliminated from the accounts, and any resulting gain or loss is
recognized.  Depreciation is provided utilizing the straight-line
method over the estimated useful lives of the assets capitalized.





Valuation of Long-Lived
Assets.In the event facts and circumstances indicate that
carrying amounts of long-lived assets may be impaired, the Company evaluates the
recoverability of its long-lived assets using the estimated future undiscounted
cash flows associated with the asset compared to the asset’s carrying amount to
determine if a write-down is required, pursuant to the provisions of SFAS No.
144, Accounting or Disposal of
Long-Lived Assets, and related interpretations.  Any impairment
loss is measured as the difference between the carrying amount and the fair
value of the impaired asset.





Discussion
of Changes in Financial Condition from December 31, 2007 to December 31,
2008





At
December 31, 2008, total assets amounted to $20,047,298 compared to $10,791,672
at December 31, 2007, an increase of $9,255,626, or 85.8%.  The
increase is primarily due to an increase in cash and cash equivalents of
$165,278, an increase in accounts receivable of $256,166, an increase in
inventory of $7,102,294, and an increase of property and equipment of
$1,833,451.  These increases were partially offset by a decrease in
the Company’s deferred tax asset of $198,433.
 
 Our
liabilities at December 31, 2008, totaled $17,587,249 compared to $9,818,279 at
December 31, 2007, an increase $7,768,970, or 79.1%.  The increase is
primarily due to an increase in accounts payable of $5,025,732, an increase in
deferred taxes payable of $515,019, an increase in customer deposits of
$551,075, an increase in accrued liability for capital expenditures of $909,517,
an increase in accrued rent of $150,000, and an increase in amounts due to
affiliates of $303,698.
 
 Total
stockholder’s equity increased from $973,393 at December 31, 2007, to $2,460,049
at December 31, 2008.  This increase was due to net income generated
for the year ended December 31, 2008 of $1,461,958, and the completion of the
sale of the Company’s initial private offer of 100,000 shares of its common
stock.


Cash
and Cash Equivalents





The
increase in cash and cash equivalents was primarily due to the Company’s overall
increase in sales during the past year and our ability to collect on these sales
and manage our trade receivable balance.  We also received deposits of
approximately $551,000 from customers for a pipe order that was in dispute at
the end of the year.





Inventory





We began
purchasing drilling pipe for sale to customers in late, 2007.  This
was an opportunity for us to expand our services to our
customers.  Inventory of drilling pipe at December 31, 2008 was
$7,102,294 compared to $0 at December 31, 2007.  It is anticipated that the
Company will continue its efforts to expand its sales of oilfield
pipe.




-5-




Property
and Equipment





The
increase in property and equipment is primarily due to the construction of our
Abbeville, Louisiana facility.  This facility, which became
operational in late 2008, is being developed in order to serve the deep wells in
the Gulf of Mexico.  Costs of construction of this facility incurred
during the year ended December 31, 2008, totaled $1,686,953.





Deferred
Tax Asset/Income Taxes Payable





Due to
the Company’s profitability for the year ended December 31, 2008, our deferred
tax asset associated with federal net operating losses has been reduced to a
balance of $156,517 at December 31, 2008.  The remaining balance of
$14,105 is associated with certain net operating losses recognized at the state
level for which there is not sufficient net income generated to fully offset the
balance.  In addition to reducing our deferred tax asset, we have
recorded income taxes payable for the estimated amount of income taxes
associated with our taxable income which exceeds available net operating loss
carryforwards.





Accounts
Payable





Accounts
payable at December 31, 2008 totaled $5,407,381 compared to $381,649 at December
31, 2007, an increase of $5,025,732.  This increase is primarily due
to the purchases of pipe during the last quarter of 2008.





Common
Stock Outstanding





The
Company completed the sale of 100,000 shares of stock in a private placement
during the first quarter of 2008 by selling an additional 28,000 shares at $1.00
per share.





Discussion
of Results of Operations for the Year Ended December 31, 2008 compared to the
Year Ended December 31, 2007




Revenues





Our
revenue for the year ended December 31, 2008, was $10,027,953 compared to
$4,041,494 for the year ended December 31, 2007, an increase of $5,986,459, or
148.1%.  The increase of is attributable primarily to sales of
drilling pipe during the year ended December 31, 2008 in comparison to sales for
the year ended December 31, 2007.  During 2007, we obtained agreements
with three oilfield pipe steel mills and began selling Oil Country Tubular
exploration and drilling pipe.





The
following table presents the composition of revenue for the year December 31,
2008 and 2007:





Revenue:
                              
                              2008
                                Dollars
                              
                              Percentage
                              
                              2007
                                Dollars
                              Percentage
                              
                              Variance
                                DollarsInspection
      Fees
                              
                              $
                              4,495,722
                              
                              44.8
                              %
                              $
                              3,541,112
                              87.6
                              %
                              $
                              954,610Sale
      of Pipe
                              
                              $
                              4,664,036
                              
                              46.5
                              %
                              $
                              291,354
                              7.2
                              %
                              $
                              4,372,682Storage
      Fees
                              
                              $
                              313,434
                              
                              3.1
                              %
                              $
                              21,628
                              0.5
                              %
                              $
                              291,806Other
      Income
                              
                              $
                              554,761
                              
                              5.6
                              %
                              $
                              187,400
                              4.7
                              %
                              $
                              367,361Total
      Revenue
                              
                              $
                              10,027,953
                              
                              100.0
                              %
                              $
                              4,041,494
                              100.0
                              
                              $
                              5,986,459





Cost
of Revenue and Gross Profit





Our cost
of revenue for the year ended December 31, 2008, was $6,031,965, or 60.2% of
revenues, compared to $1,907,765, or 47.2% of revenues, for the year ended
December 31, 2007.  The overall increase in our cost of revenue is
primarily due to our sales of oilfield drilling pipe.





During
the year ended December 31, 2008, we agreed to take back from a customer
drilling pipe that had been sold in the second quarter of 2008 due to incorrect
specifications associated with the drilling pipe.  The sale associated
with the drilling pipe was reversed in the third quarter of 2008, and the cost
of the drilling pipe returned to us was added back into
inventory.  Upon further inspection of the drilling pipe returned to
us, we noted that a certain amount of the pipe was damaged or had other
defects.  As such, we reduced the recorded value of this drilling pipe
to its estimated market value.  This adjustment was recognized in our
cost of sales.




-6-




The
following table presents the composition of cost of revenue for the year ended
December 31, 2008 and 2007:




Cost
      of Revenue:
                            
                            2008
                              Dollars
                            
                            Percentage
                            
                            
                            2007
                              Dollars
                            
                            Percentage
                            
                            
                            Variance
                              DollarsLabor
      and Related Costs
                            
                            $
                            1,182,809
                            
                            19.6
                            %
                            
                            $
                            827,067
                            
                            43.4
                            %
                            
                            $
                            355,742Materials
      and  Supplies
                            
                            $
                            3,171,907
                            
                            52.6
                            %
                            
                            $
                            375,888
                            
                            19.7
                            %
                            
                            $
                            2,796,019Subcontract
      Labor
                            
                            $
                            593,863
                            
                            9.9
                            %
                            
                            $
                            375,708
                            
                            19.7
                            %
                            
                            $
                            218,155Depreciation
                            
                            $
                            406,632
                            
                            6.7
                            %
                            
                            $
                            31,455
                            
                            1.6
                            %
                            
                            $
                            375,177Maintenance
                            
                            $
                            242,569
                            
                            4.0
                            %
                            
                            $
                            94,172
                            
                            4.9
                            %
                            
                            $
                            148,397Insurance
                            
                            $
                            103,770
                            
                            1.7
                            %
                            
                            $
                            81,071
                            
                            4.2
                            %
                            
                            $
                            22,699Other
                            
                            $
                            330,415
                            
                            5.5
                            %
                            
                            $
                            122,404
                            
                            6.5
                            %
                            
                            $
                            208,011Total Cost of  Revenue
                            
                            $
                            6,031,965
                            
                            100.0
                            %
                            
                            $
                            1,907,765
                            
                            100.0
                            %
                            
                            $
                            4,124,200




Due to
limitations with the pool of qualified individuals, we utilized the services of
subcontractors to assist us in providing timely and quality service to our
customers.  We will continue our efforts to attract employ and retain
qualified individuals to serve the needs of our customers.  The
increase in costs were primarily the result of increased sales of pipe and the
associated cost of pipe sold.  The increase in depreciation expense
was the result of additional equipment and building from the Abbeville,
Louisiana plant being placed in service during the year.




Operating
Expenses





For the
year ended December 31, 2008, our operating expenses totaled $1,558,144, as
compared to $1,045,225, representing an increase of $512,919, or 49.1%.
 The largest component of our operating expenses for 2008 consists of
salaries and wages, rent, professional services, and office supplies and
expenses.  Salaries and wages for general and administrative personnel was
$680,900 for the year ended December 31, 2008, compared to $215,754 for the year
ended December 31, 2007, an increase of $465,146, or 215.6%.  This
increase was primarily the result of additional administrative personnel in
during the latter part of 2007 who were with the Company for all of
2008.  The additional personnel consisted of an office manager for the
our Lafayette headquarters, an in-house attorney to help manage our legal issues
associated with the various contracts and business agreements we incur as part
of our normal operations, an accounts receivable manager to oversee and manage
the timeliness of our billings and collections from our customers, and an
accounting manager to manage our overall accounting and financial reporting
function.





Rent
expense totaled $244,145 for the year ended December 31, 2008, as compared to
$207,955 for the year ended December 31, 2007, an increase of $36,190, or 17.4%.
 Rent expense for both the year ended December 31, 2008, and for the year
ended December 31, 2007, pertains primarily to our rental of office space for
our headquarters in Lafayette as well as our rental of land and facilities for
operating purposes.  The increase is attributable to normal escalation
provisions within our lease agreements and the use of additional land in the
Houston yard for storing pipe in accordance with agreements with the steel
mills.





Professional
services expense increased from $110,576 for the year ended December 31, 2007,
to $138,323 for the year ended December 31, 2008, an increase of $27,747, or
25.1%.  The increase is primarily a result of expenses we incurred
throughout the year ended December 31, 2008 for consulting services pertaining
to training and certification classes for our employees and consulting services
for our compliance with ISO standards, as well as an increase in accounting fees
associated with the growth of the Company over the past year.





Other
Income and Expense





Other
income and expense consists of investment income and interest expense,
respectively.  Investment income, which consists of interest,
dividends, realized gains and losses, and unrealized gains and losses, amounted
to a loss of $99,590 for the year ended December 31, 2008, compared to expenses
of $94,525 for the year ended December 31, 2007.  During the third
quarter of 2008, we opened an investment account which consists primarily of a
fixed-income mutual fund.  In accordance with Statement of Financial
Accounting Standards No. 115, we classified our investment in this fixed-income
mutual fund as “Trading” since it is our intention to utilize this investment
account as a source of liquidity when needed, and to invest excess cash we may
have in to a relatively low-risk investment vehicle.  Accordingly, we
have recorded our investments at fair market value.  For the year
ended December 31, 2008, we realized a loss of approximately $29,411on the sales of
investments during that period.  This loss was offset by approximately
$25,684 of interest, dividends and unrealized gains generated from our
investments.  At December 31, 2008, the investment account consisted
solely of cash equivalents.





Interest
expense totaled $95,863 for the year ended December 31, 2008, as compared to
$135,051 for the year ended December 31, 2007, a decrease of $39,188, or
29.0%.  Interest expense pertains primarily to amounts due to
affiliates as well as to our notes payable with third parties, and the decrease
relates to the principal payments on those debts and obligations.  It
should be noted that our capital lease arrangements concluded in 2007, and the
Company exercised its bargain purchase options available with those
leases.  As such, there were no minimum lease payments required for
2008.





-7-




Provision
for income taxes





For the
year ended December 31, 2008, we reported an income tax expense of $879,598,
compared to income tax expense of $498,395 for the year ended December 31, 2007,
an increase of $381,203 or 76.5%, which was attributable to the increased
revenues and income for the year.


Discussion
of Results of Operations for the Year Ended December 31, 2008 compared to the
Year Ended December 31, 2007




Capital
Resources and Liquidity




At
December 31, 2008, we had $580,623 in cash and cash equivalents, and had an
investment account, consisting of cash equivalents, with a fair value of
$22,652.  Our cash outflows have consisted primarily of expenses
associated with our operations, and the purchase of drilling pipe for
sale.  These outflows have been offset by the timely inflows of cash
from our customers regarding sales that have been made.  Cash outflows
for investing purposes have consisted primarily of the development of our
Abbeville, Louisiana facility, and the acquisition of equipment and other
technology to better serve our customers.  Currently, we have been
able to utilize our relationships with affiliated entities to stabilize our
liquidity needs.





We
believe we can satisfy our cash requirements for the next twelve months with our
current cash and expected revenues. However, completion of our plan of operation
is subject to attaining adequate revenue.  We cannot assure investors that
adequate revenues will be generated. In the absence of our projected revenues,
we may be unable to proceed with our plan of operations. Even without adequate
revenues within the next twelve months, we still anticipate being able to
continue with our present activities, but we may require financing to
potentially achieve our growth goals.





In the
event we are not successful in reaching our initial revenue targets, additional
funds may be required, and we may not be able to proceed with our business plan
for the development and marketing of our core services.  Should this
occur, we would likely seek additional financing to support the continued
operation of our business.




Critical Accounting
Policies





Our
financial statements and related public financial information are based on the
application of accounting principles generally accepted in the United States
(“GAAP”). GAAP requires the use of estimates; assumptions, judgments and
subjective interpretations of accounting principles that have an impact on
the assets, liabilities, revenue and expense amounts reported. These estimates
can also affect supplemental information contained in our external disclosures
including information regarding contingencies, risk and financial condition.
We believe our use if estimates and underlying accounting assumptions
adhere to GAAP and are consistently and conservatively applied. We base our
estimates on historical experience and on various other assumptions that we
believe to be reasonable under the circumstances. Actual results may differ
materially from these estimates under different assumptions or conditions. We
continue to monitor significant estimates made during the preparation of our
financial statements.





Our
significant accounting policies are summarized in Note 3 of our consolidated
financial statements. While all these significant accounting policies impact our
financial condition and results of operations, we view certain of these policies
as critical. Policies determined to be critical are those policies that have the
most significant impact on our financial statements and require management to
use a greater degree of judgment and estimates. Actual results may differ
from those estimates. Our management believes that given current facts and
circumstances, it is unlikely that applying any other reasonable judgments or
estimate methodologies would cause effect on our consolidated results of
operations, financial position or liquidity for the periods presented in this
report.




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 collectability is reasonably assured.




Recent
Accounting Pronouncements




In
September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements.  This Statement defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles,
and expands disclosures about fair value measurements.  This Statement
is effective for financial statements issued for fiscal years beginning after
November 15, 2007.  During 2008, FASB deferred the effective date
of SFAS No. 157 for nonfinancial assets and nonfinancial liabilities, except
those that are recognized or disclosed at fair value in the financial statements
on a recurring basis (at least annually), to fiscal years beginning after
November 15, 2008, and interim periods within the fiscal
year.  Adoption of this pronouncement did not have a monetary effect
on the financial position and results of operations of the Company.




-8-




In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilitieswhich included an amendment of FASB No.
115.  This Statement permits entities to choose to measure many
financial instruments and certain other items at fair value.  The
objective is to improve financial reporting by providing entities with the
opportunity to mitigate volatility in reported earnings caused by measuring
related assets and liabilities differently without having to apply complex hedge
accounting provisions.  This Statement is expected to expand the use
of fair value measurement.  This Statement is effective as of the
beginning of an entity’s first fiscal year that begins after November 15,
2007.  The Company did not make an early adoption election nor has it
chosen to measure the financial instruments identified under SFAS No. 159 at
fair value.





In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, Noncontrolling Interests
in Consolidated Financial Statements – an amendment of ARB No.
51.  This statement improves the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements by establishing accounting and reporting
standards that require; the ownership interests in subsidiaries held by parties
other than the parent and the amount of consolidated net income attributable to
the parent and to the non-controlling interest be clearly identified and
presented on the face of the consolidated statement of income, changes in a
parent’s ownership interest while the parent remains its controlling financial
interest in its subsidiary be accounted for consistently, when a subsidiary is
deconsolidated, any retained non-controlling equity investment in the former
subsidiary be initially measured at fair value, entities provide sufficient
disclosures that clearly identify and distinguish between the interests of the
parent and the interests of the non-controlling owners.  SFAS No. 160
affects those entities that have an outstanding non –controlling interest
in one or more subsidiaries or that deconsolidate a subsidiary.  SFAS
No. 160 is effective for fiscal years, and interim periods within those fiscal
years, beginning on or after December 15, 2008.  Early adoption is
prohibited.  The adoption of this statement is not expected to have a
material effect on the Company’s financial statements.




In March
2008, the FASB issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement
No. 133 (SFAS 161). This statement is intended to improve
transparency in financial reporting by requiring enhanced disclosures of an
entity’s derivative instruments and hedging activities and their effects on
the entity’s financial position, financial performance, and cash flows. SFAS 161
applies to all derivative instruments within the scope of SFAS 133, Accounting for Derivative
Instruments and Hedging Activities (SFAS 133) as well as related
hedged items, bifurcated derivatives, and nonderivative instruments that are
designated and qualify as hedging instruments. Entities with instruments subject
to SFAS 161 must provide more robust qualitative disclosures and expanded
quantitative disclosures. SFAS 161 is effective prospectively for financial
statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application permitted. We are currently
evaluating the disclosure implications of this statement.





In May
2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted
Accounting Principles. SFAS No. 162 identifies the sources of accounting
principles and provides entities with a framework for selecting the principles
used in preparation of financial statements that are presented in conformity
with GAAP. The current GAAP hierarchy has been criticized because it is directed
to the auditor rather than the entity, it is complex, and it ranks FASB
Statements of Financial Accounting Concepts, which are subject to the same level
of due process as FASB Statements of Financial Accounting Standards, below
industry practices that are widely recognized as generally accepted but that are
not subject to due process. The Board believes the GAAP hierarchy should be
directed to entities because it is the entity (not its auditors) that is
responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP. The adoption of FASB 162 is not expected
to have a material impact on the Company’s financial position.




In May
2008, the FASB issued SFAS No. 163, Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60. Diversity
exists in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under FASB Statement No. 60, Accounting and Reporting by
Insurance Enterprises. This results in inconsistencies in the recognition and
measurement of claim liabilities. This Statement requires that an insurance
enterprise recognize a claim liability prior to an event of default
(insured event) when there is evidence that credit deterioration has occurred in
an insured financial obligation. This Statement requires expanded disclosures
about financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. The adoption of FASB 163 is not expected to
have a material impact on the Company’s financial position.





In
December 2007, the FASB revised SFAS No. 141(R), Business Combinations, to
improve the relevance, representational faithfulness, and comparability of the
information that a reporting entity provides in its financial reports about a
business combination and its effects.  To accomplish that, SFAS No.
141(R) establishes principles and requirements for how the
acquirer:  1) Recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any noncontrolling
interest in the acquiree; 2) recognizes and measures the goodwill acquired in
the business combination or a gain from a bargain purchase; and 3) determines
what information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of the business
combination.  This Statement applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15,
2008.  This standard will change the accounting treatment for business
combinations on a prospective basis.




-9-




In
September 2008, the FASB issued FASB Staff Position (FSP) FAS 133-1 and FASB
Interpretation (FIN) 45-4, Disclosures about Credit Derivatives
and Financial Guarantees.  The FSP requires companies that sell
credit derivatives to disclose information that will enable financial statement
users to assess the potential effect of the credit derivatives on the seller’s
financial position, financial performance, and cash flows.  FSP FAS
133-1 and FIN 45-4 is effective for interim and annual periods ending after
November 15, 2008.  This pronouncement is not expected to have an
effect on the financial position and results of operations of the
Company.





In
February 2008, FASB issued FSP FAS 140-3, Accounting for Transfers of
Financial Assets and Repurchase Financing Transactions, which provides
guidance on accounting for a transfer of a financial asset and a repurchase
financing.  The FSP presumes that an initial transfer of a financial
asset and a repurchase financing are considered part of the same arrangement
under FASB Statement No. 140 Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of
Liabilities.  However, if certain criteria are met, the initial
transfer and repurchase shall not be evaluated as a linked transaction and
therefore evaluated separately under FASB 140. The FSP is effective for
repurchase financing in which the initial transfer is entered in fiscal years
beginning after November 15, 2008. The Company does not anticipate a material
impact on its consolidated financial statements as a result of this
statement.





In April
2008, FASB issued FSP 142-3 which amends the list of factors an entity should
consider in developing renewal of extension assumptions used in determining the
useful life of recognized intangible assets under SFAS 142 Goodwill and Other
Intangibles.  The new guidance applies to intangible assets
that are acquired individually or with a group of other assets and to intangible
assets acquired in both business combinations and asset
acquisitions.  The FSP is effective for financial statements issued
for fiscal years beginning after December 15, 2008 and interim periods within
those fiscal years.  The guidance must be applied prospectively only
to intangible assets acquired after the FSP’s effective date.  This
pronouncement is not expected to have an affect on the financial position and
results of operations of the Company.




Off-Balance Sheet
Arrangements





We do not
have any off-balance sheet arrangements, financings, or other relationships with
unconsolidated entities or other persons, also known as “special purpose
entities” (SPEs).




Item
7A.           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.





We do not
hold any derivative instruments and do not engage in any hedging
activities.





Item
8.             
FINANCIAL STATEMENTS
AND SUPPLEMENTARY DATA.






-10-
 
      ENERGY
& TECHNOLOGY, CORP.
 
 Audits of
Financial Statements
 
 December
31, 2008 and 2007
 
        
 
 
 
 
 ContentsReport
      of Independent Registered Public Accounting Firm
                            F-1Basic
      Financial StatementsConsolidated
      Balance Sheets
                            F-2
      - F-3Consolidated
      Statements of Operations
                            F-4Consolidated
      Statements of Changes in Stockholders’ Equity
                            F-5Consolidated
      Statements of Cash Flows
                            F-6
      - F-7Notes
      to Consolidated Financial Statements
                            F-8
      - F-20Supplemental
      InformationSchedule I -
      Cost of Revenues
                            F-22Schedule II -
      General and Administrative Expenses
                            F-23
  
 
 
 
 
 
 Report
of Independent Registered Public Accounting Firm
 
 
 To the
Board of Directors
 Energy
and Technology, Corp.
  We have
audited the accompanying consolidated balance sheets of Energy & Technology,
Corp. (the “Company”) and its subsidiaries, Technical Industries, Inc. (TII),
and Energy Pipe, LLC (a variable interest entity) as of December 31, 2008 and
2007, and the related consolidated statements of operations and changes in
retained earnings, and cash flows for the years then ended.  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.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
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 consolidated financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Energy and
Technology, Corp. as of December 31, 2008 and 2007, and the results of its
operations and its cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States of
America.
  Our
audits were conducted for the purpose of forming an opinion on the consolidated
financial statements taken as a whole.  The supplemental information
beginning on page 21 is presented for the purpose of additional analysis and is
not a required part of the consolidated financial statements.  The
supplemental information has been subjected to the auditing procedures applied
in our audits of the consolidated financial statements and, in our opinion, is
fairly stated in all material respects in relation to the consolidated financial
statements taken as a whole.
 
 
 A
Professional Accounting Corporation
 
 
 Metairie,
Louisiana
 March 24,
2009
  
   F-1
  
 ENERGY
      & TECHNOLOGY, CORP.Consolidated
      Balance SheetsDecember
      31, 2008 and 20072008
                                
                                
                                2007AssetsCurrent
      AssetsCash
      and Cash Equivalents
                                
                                $
                                603,275
                                
                                
                                $
                                437,997Accounts
      ReceivableTrade
                                
                                
                                1,684,890
                                
                                
                                
                                1,428,724Other
                                
                                
                                25,399
                                
                                
                                
                                5,704Inventory
                                
                                
                                7,102,294
                                
                                
                                
                                -Prepaid
      Expenses
                                
                                
                                73,968
                                
                                
                                
                                38,117Deferred
      Tax Asset
                                
                                
                                170,622
                                
                                
                                
                                369,055Total
      Current Assets
                                
                                
                                9,660,448
                                
                                
                                
                                2,279,597Property
      and Equipment, Net
                                
                                
                                9,755,533
                                
                                
                                
                                7,922,082Other
      AssetsPatent,
      net
                                
                                
                                537,335
                                
                                
                                
                                564,427Deferred
      IPO Expenses
                                
                                
                                71,346
                                
                                
                                
                                10,552Deposits
                                
                                
                                4,988
                                
                                
                                
                                4,988Other
      Assets
                                
                                
                                17,648
                                
                                
                                
                                10,026Total
      Other Assets
                                
                                
                                631,317
                                
                                
                                
                                589,993Total
      Assets
                                
                                $
                                20,047,298
                                
                                
                                $
                                10,791,672
   The
accompanying notes are an integral part of these consolidated financial
statements.
 F-2
  
 ENERGY & TECHNOLOGY, CORP.Consolidated
      Balance Sheets (Continued)December
      31, 2008 and 20072008
                        
                        
                        2007Liabilities
      and Stockholders' EquityCurrent
      LiabilitiesCash
      Overdraft
                        
                        $
                        -
                        
                        
                        $
                        52,900Current
      Maturities of Notes Payable
                        
                        
                        43,030
                        
                        
                        
                        10,033Accounts
      Payable
                        
                        
                        5,407,381
                        
                        
                        
                        381,649Accrued
      Payroll and Payroll Liabilities
                        
                        
                        110,661
                        
                        
                        
                        24,074Accrued
      Rent
                        
                        
                        1,187,500
                        
                        
                        
                        1,037,500Customer
      Deposits
                        
                        
                        551,075
                        
                        
                        
                        -Income
      Taxes Payable
                        
                        
                        66,147
                        
                        
                        
                        -Accrued
      Liability for Capital Expenditures
                        
                        
                        7,235,717
                        
                        
                        
                        6,326,200Total
      Current Liabilities
                        
                        
                        14,601,511
                        
                        
                        
                        7,832,356Long-Term
      LiabilitiesNotes
      Payable
                        
                        
                        92,393
                        
                        
                        
                        11,295Deferred
      Taxes Payable
                        
                        
                        1,181,929
                        
                        
                        
                        566,910Due
      to Affiliates
                        
                        
                        1,711,416
                        
                        
                        
                        1,407,718Total
      Long-Term Liabilities
                        
                        
                        2,985,738
                        
                        
                        
                        1,985,923Stockholders'
      EquityPreferred
      Stock - $.001 Par Value; 10,000,000 Shares Authorized,None
      Issued
                        
                        
                        -
                        
                        
                        
                        -Common
      Stock - $.001 Par Value; 250,000,000 Shares Authorized,175,100,000
      Shares Issued and Outstanding at December 31, 2008,175,000,000
      Shares Issued and Outstanding at December 31, 2007,74,900,000
      Shares Unissued at December 31, 2008, 75,000,000Shares
      Unissued at December 31, 2007 (72,000 SharesSubscribed
      at December 31, 2007)
                        
                        
                        175,100
                        
                        
                        
                        175,000Capital
      Stock Subscribed
                        
                        
                        -
                        
                        
                        
                        72,000Discount
      on Capital Stock
                        
                        
                        (125,000
                        )
                        
                        
                        (125,000
                        )Paid-In
      Capital
                        
                        
                        180,375
                        
                        
                        
                        80,475Retained
      Earnings
                        
                        
                        2,229,574
                        
                        
                        
                        770,918Total
      Stockholders' Equity
                        
                        
                        2,460,049
                        
                        
                        
                        973,393Total
      Liabilities and Stockholders' Equity
                        
                        $
                        20,047,298
                        
                        
                        $
                        10,791,672
   The
accompanying notes are an integral part of these consolidated financial
statements.
 F-3
  ENERGY
      & TECHNOLOGY, CORP.Consolidated
      Statements of OperationsFor
      the Years Ended December 31, 2008 and 20072008
                      
                      
                      2007Revenues
                      
                      $
                      10,027,953
                      
                      
                      $
                      4,041,494Cost
      of Revenues
                      
                      
                      6,031,965
                      
                      
                      
                      1,907,765Gross
      Profit
                      
                      
                      3,995,988
                      
                      
                      
                      2,133,729Operating
      ExpensesGeneral
      and Administrative Expenses
                      
                      
                      1,470,700
                      
                      
                      
                      983,285Depreciation
                      
                      
                      87,444
                      
                      
                      
                      61,940Total
      Operating Expenses
                      
                      
                      1,558,144
                      
                      
                      
                      1,045,225Income
      from Operations
                      
                      
                      2,437,844
                      
                      
                      
                      1,088,504Other
      Income (Expense)Investment
      (Loss) Income, net
                      
                      
                      (3,727
                      )
                      
                      
                      40,526Interest
      Expense
                      
                      
                      (95,863
                      )
                      
                      
                      (135,051
                      )Total
      Other Income (Expense)
                      
                      
                      (99,590
                      )
                      
                      
                      (94,525
                      )Income
      before Income Taxes
                      
                      
                      2,338,254
                      
                      
                      
                      993,979Provision
      for Income Taxes
                      
                      
                      879,598
                      
                      
                      
                      498,395Net
      Income
                      
                      $
                      1,458,656
                      
                      
                      $
                      495,584Earnings
      per Share - Basic
                      
                      $
                      0.01
                      
                      
                      $
                      -Earnings
      per Share - Diluted
                      
                      $
                      0.01
                      
                      
                      $
                      -
   The
accompanying notes are an integral part of these consolidated financial
statements.
 F-4
   ENERGY
      & TECHNOLOGY CORP.Consolidated
      Statements of Changes in Stockholders' EquityFor
      the Years Ended December 31, 2008 and 2007Discount
      on
                                  
                                  
                                  Additional
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  TotalCommon
      Stock
                                  
                                  
                                  Capital
                                  
                                  
                                  Paid-In
                                  
                                  
                                  Retained
                                  
                                  
                                  Stock
                                  
                                  
                                  Stockholders'Shares
                                  
                                  
                                  Amount
                                  
                                  
                                  Stock
                                  
                                  
                                  Capital
                                  
                                  
                                  Earnings
                                  
                                  
                                  Subscriptions
                                  
                                  
                                  EquityBalance
      at January 1, 2007
                                  
                                  
                                  175,000,000
                                  
                                  
                                  
                                  175,000
                                  
                                  
                                  
                                  (125,000
                                  )
                                  
                                  
                                  80,475
                                  
                                  
                                  
                                  275,334
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  405,809Capital
      Stock Subscribed
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  72,000
                                  
                                  
                                  
                                  72,000Net
      Income
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  495,584
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  495,584Balance
      at December 31, 2007
                                  
                                  
                                  175,000,000
                                  
                                  
                                  
                                  175,000
                                  
                                  
                                  
                                  (125,000
                                  )
                                  
                                  
                                  80,475
                                  
                                  
                                  
                                  770,918
                                  
                                  
                                  
                                  72,000
                                  
                                  
                                  
                                  973,393Issuance
      of Common Stock
                                  
                                  
                                  100,000
                                  
                                  
                                  
                                  100
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  99,900
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (72,000
                                  )
                                  
                                  
                                  28,000Net
      Income
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  1,458,656
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  1,458,656Balance
      at December 31, 2008
                                  
                                  
                                  175,100,000
                                  
                                  
                                  $
                                  175,100
                                  
                                  
                                  $
                                  (125,000
                                  )
                                  
                                  $
                                  180,375
                                  
                                  
                                  $
                                  2,229,574
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  2,460,049
   The
accompanying notes are an integral part of these consolidated financial
statements.
 F-5
  
 ENERGY & TECHNOLOGY, CORP.Consolidated
      Statements of Cash FlowsFor
      the Years Ended December 31, 2008 and 20072008
                      
                      
                      2007Cash
      Flows from Operating ActivitiesNet
      Income
                      
                      $
                      1,458,656
                      
                      
                      $
                      495,584Adjustments
      to Reconcile Net Income to Net Cash Provided byOperating
      ActivitiesDepreciation
                      
                      
                      494,076
                      
                      
                      
                      93,395Amortization
      of Patent Costs
                      
                      
                      27,092
                      
                      
                      
                      11,289Bad
      Debt Expense
                      
                      
                      -
                      
                      
                      
                      136,913Deferred
      Income Taxes
                      
                      
                      813,452
                      
                      
                      
                      498,395Changes
      in Assets and LiabilitiesTrade
      Receivables
                      
                      
                      (256,166
                      )
                      
                      
                      (998,313
                      )Other
      Receivables
                      
                      
                      (19,695
                      )
                      
                      
                      (2,227
                      )Inventory
                      
                      
                      (7,102,294
                      )
                      
                      
                      -Prepaid
      Expenses
                      
                      
                      (35,851
                      )
                      
                      
                      4,438Accounts
      Payable
                      
                      
                      5,025,732
                      
                      
                      
                      330,005Accrued
      Payroll and Payroll Liabilities
                      
                      
                      86,587
                      
                      
                      
                      6,393Income
      Taxes Payable
                      
                      
                      66,147
                      
                      
                      
                      -Customer
      Deposits
                      
                      
                      551,075
                      
                      
                      
                      -Accrued
      Rent
                      
                      
                      150,000
                      
                      
                      
                      150,000Net
      Cash Provided by Operating Activities
                      
                      
                      1,258,811
                      
                      
                      
                      725,872Cash
      Flows from Investing ActivitiesInvestment
      in Patents
                      
                      
                      -
                      
                      
                      
                      (58,289
                      )Increase
      in Other Assets
                      
                      
                      (7,622
                      )
                      
                      
                      (10,026
                      )Purchase
      of Property and Equipment
                      
                      
                      (1,285,838
                      )
                      
                      
                      (330,068
                      )Net
      Cash Used in Investing Activities
                      
                      
                      (1,293,460
                      )
                      
                      
                      (398,383
                      )Cash
      Flows from Financing Activities(Decrease)
      Increase in Cash Overdraft
                      
                      
                      (52,900
                      )
                      
                      
                      52,900Payment
      of IPO Costs
                      
                      
                      (60,794
                      )
                      
                      
                      (552
                      )Issuance
      of Stock/Stock Subscriptions
                      
                      
                      28,000
                      
                      
                      
                      72,000Borrowing
      (Repayment) of Loans from Affiliates
                      
                      
                      303,698
                      
                      
                      
                      (469,975
                      )Repayment
      of Debt and Capital Lease Obligations
                      
                      
                      (18,077
                      )
                      
                      
                      (36,617
                      )Net
      Cash Provided by (Used in) Financing Activities
                      
                      
                      199,927
                      
                      
                      
                      (382,244
                      )Net
      Increase (Decrease) in Cash and Cash Equivalents
                      
                      
                      165,278
                      
                      
                      
                      (54,755
                      )Cash
      and Cash Equivalents, Beginning of Year
                      
                      
                      437,997
                      
                      
                      
                      492,752Cash
      and Cash Equivalents, End of Year
                      
                      $
                      603,275
                      
                      
                      $
                      437,997
   The
accompanying notes are an integral part of these consolidated financial
statements.
 F-6
  
 ENERGY
      & TECHNOLOGY, CORP.Consolidated
      Statements of Cash Flows - ContinuedFor
      the Years Ended December 31, 2008 and 20072008
                        
                        
                        2007Supplemental
      Disclosure of Cash Flow InformationCash
      Paid During the Year for Interest
                        
                        $
                        95,863
                        
                        
                        $
                        135,051Cash
      Paid During the Year for Income Taxes
                        
                        $
                        -
                        
                        
                        $
                        -Supplemental
      Disclosure of NoncashInvesting
      TransactionsAcquisition
      of Property and Equipment
                        
                        $
                        (2,327,527
                        )
                        
                        $
                        (6,656,268
                        )Less
      Liabilities Assumed
                        
                        
                        1,041,689
                        
                        
                        
                        6,326,200Cash
      Used to Acquire Property and Equipment
                        
                        $
                        (1,285,838
                        )
                        
                        $
                        (330,068
                        )
   The
accompanying notes are an integral part of these consolidated financial
statements.
 F-7
   Note
1.   Organization
 
 Technical
Industries & Energy, Corp. (the Company) (TIE) was formed November 29, 2006
under the laws of the State of Delaware in order to acquire and to take over the
assets and business of Technical Industries, Inc. (TII).  On that
date, the Company issued 125,000,000 shares of common stock to American
Interest, LLC, in exchange for founder services rendered.  The fair
value of these services was considered immaterial, and no amounts were
recognized in the financial statements.  At the time the shares were
issued to American Interest, LLC, TIE had no assets, operations, or cash
flows.  As such, the stock had no value at the time TIE was
established.  The par value was arbitrarily established in order to
comply with the State of Delaware laws.  In order to reflect the par
value of the shares issued, the Company has recognized a discount on capital
stock as a contra-equity account within the equity section of the consolidated
balance sheets.
 
 On
January 3, 2007, the Company entered into a Stock Exchange Agreement and Share
Exchange (the Agreement) whereby the sole shareholder of TII exchanged all of
the outstanding shares of the TII to the Company in exchange for 50,000,000
shares of Company stock.  Accordingly, TII became a wholly-owned
subsidiary of the Company.  The assets acquired and liabilities
assumed were recorded at the carrying value to TII since TII and the Company
were under common control prior to the acquisition.  In accordance
with SFAS No. 141 and APB Opinion No. 16, the financial statements have been
restated as if the transaction had occurred on January 1, 2007.
 
 TII,
which was founded on May 11, 1971, specializes in the non-destructive testing of
vessels, oilfield equipment and mainly pipe, including ultrasonic testing,
utilizing the latest technologies.  These technologies enable TII to
(i) provide detailed information to customers regarding each pipe tested, and
(ii) reach energy reserves present technology cannot reach without extra cost to
the oil & gas companies.  Because of the intense scrutiny applied
to each section of pipe, TII is able to generate data which allows the pipe to
be used in the most extreme conditions, and has been proven especially useful in
deep water drilling operations in the Gulf of Mexico.
 
 On August
29, 2008, the Company effected a name change from Technical Industries &
Energy Corp. to Energy & Technology, Corp. to better reflect the nature of
the Company’s business.
  Note
2.   Acquisition
 
 As
disclosed in Note 1, on January 3, 2007, the Company acquired all of the
outstanding common stock of Technical Industries, Inc, in exchange for
50,000,000 shares of $.001 par value common stock.  The assets and
liabilities assumed, which are summarized in the following paragraph, were
recorded at the carrying value to TII since TII and the Company were under
common control prior to the acquisition.
   F-8
  
 Note
2.   Acquisition (Continued)
 
 A summary
of the assets acquired and liabilities assumed in connection with the
acquisition of TII is as follows:
  AssetsCash
      and Cash Equivalents
                                      
                                      $
                                      492,752Receivables
                                      
                                      
                                      570,801Prepaid
      Expenses
                                      
                                      
                                      42,555Deferred
      Tax Asset
                                      
                                      
                                      386,319Property
      and Equipment, net
                                      
                                      
                                      1,359,209Capitalized
      Patent Costs
                                      
                                      
                                      517,427Other
      Assets
                                      
                                      
                                      14,988LiabilitiesAccounts
      Payable and Accrued Expenses
                                      
                                      
                                      (956,825
                                      )Notes
      Payable
                                      
                                      
                                      (47,113
                                      )Obligations
      under Capital Leases
                                      
                                      
                                      (10,832
                                      )Deferred
      Tax Liability
                                      
                                      
                                      (85,779
                                      )Amounts
      due to Affiliates
                                      
                                      
                                      (1,877,693
                                      )
  Since the
Company and TII were under common control prior to the acquisition, the
financial statements have been presented as if the transaction had occurred on
January 1, 2007.  The unaudited results of operations of the Company
and TII for periods prior to the acquisition are summarized as
follows:
  Net Sales
                              
                              
                              Net IncomeTwo
      days ended January 2, 2007Company
                              
                              $
                              -
                              
                              
                              $
                              -TII
                              
                              
                              -
                              
                              
                              
                              -$
                              -
                              
                              
                              $
                              -
  Note
3.   Summary of Significant Accounting Policies
 Basis
of Presentation and Consolidation
 The
consolidated financial statements include the accounts of the Company and its
wholly-owned subsidiary, Technical Industries, Inc., and the accounts of Energy
Pipe, LLC (a variable interest entity). All significant intercompany balances
and transactions have been eliminated.
 
 The
Company is the primary beneficiary of Energy Pipe, LLC, which was formed in
2008.  Energy Pipe, LLC qualifies as a variable interest
entity.  Accordingly, the assets and liabilities and revenues and
expenses of Energy Pipe, LLC have been included in the accompanying consolidated
financial statements.  The entity’s activities primarily relate to the
sale of drilling pipe to businesses within the energy industry.  As of
December 31, 2008, and for the year then ended, Energy Pipe, LLC had assets of
$33,753, liabilities of $72,203 (which is entirely due to TII), revenues of
$1,413,659, and expenses of $1,452,109.
   F-9
   Note
3.   Summary of Significant Accounting Policies
(Continued)
  Basis
of Accounting
 Assets,
liabilities, revenues and expenses are recognized on the accrual basis of
accounting in conformity with accounting principles generally accepted in the
United States of America.
  Use
of Estimates
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect amounts reported in the financial
statements.  Accordingly, actual results could differ from those
estimates due to information that becomes available subsequent to the issuance
of the financial statements or for other reasons.
 
 Revenue
Recognition
 Revenue
for inspection services is recognized upon completion of the services
rendered.  Revenue for the sales of pipe is recognized when pipe is
delivered and the customer takes ownership and assumes the risks of loss,
collection of the relevant receivable is probable, persuasive evidence of an
arrangement exists, and the sales price is fixed or determinable.
 
 Trade
Receivables
 Trade
accounts receivable are carried at their estimated collectible amounts. Trade
credit is generally extended on a short-term basis; thus receivables do not bear
interest, although a finance charge may be applied to amounts past due. Trade
accounts receivable are periodically evaluated for collectibility based on past
credit history with customers and their current financial condition, and are
charged against bad debt expense when they are deemed
uncollectible.  Use of this method does not result in a material
difference from the valuation method required by accounting principles generally
accepted in the United States of America.
 
 Inventory
 Inventory
is stated at the lower of cost determined by the specific identification method
or market.  At December 31, 2008, inventory consisted of $7,102,294 of
drilling pipe available for sale.
 
 Property
and Equipment
 Property
and equipment are stated at cost.  Expenditures for property and
equipment and items that substantially increase the useful lives of existing
assets are capitalized at cost and depreciated. Routine expenditures for repairs
and maintenance are expensed as incurred. The cost and related accumulated
depreciation of property and equipment disposed of are eliminated from the
accounts, and any resulting gain or loss is recognized.
 
 Depreciation
is provided utilizing the straight-line method over the estimated useful lives
of the assets capitalized.
   F-10
   
 Note
3.   Summary of Significant Accounting Policies
(Continued)
 
 Valuation
of Long Lived Assets
 In the
event facts and circumstances indicate that carrying amounts of long-lived
assets may be impaired, the Company evaluates the recoverability of its
long-lived assets using the estimated future undiscounted cash flows associated
with the asset compared to the asset’s carrying amount to determine if a
write-down is required, pursuant to the provisions of SFAS No. 144, Accounting or Disposal of Long Lived
Assets, and related interpretations. Any impairment loss is measured as
the difference between carrying amount and the fair value of the impaired
asset.
 
 Credit
Risk
 Financial
instruments that potentially subject the Company to concentrations of credit
risk consist principally of temporary cash investments and trade
receivables.  As presented in Note 12, three customers represented
approximately 40% of the Company’s revenues for the year ended December 31,
2008, and approximately 21% of the Company’s trade receivable balance at
December 31, 2008.  One customer made up approximately 63% of the
Company’s revenues for the year ended December 31, 2007, and 46% of the
Company’s trade receivable balance at December 31, 2007.
 
 The
Company periodically maintains cash in bank accounts in excess of insured
limits.  The Company has not experienced any losses and does not
believe that significant credit risk exists as a result of this
practice.
 
 Advertising
 The
Company charges the costs of advertising to expense as
incurred.  Advertising expense was $16,615 and $6,021, for the years
ended December 31, 2008 and 2007, respectively.
 
 Cash
Flows
 For
purposes of the consolidated statement of cash flows, the Company considers all
highly liquid investments with an original maturity of three months or less to
be cash equivalents.
 
 Income
Taxes
 Deferred
income tax assets and liabilities are determined using the liability (or balance
sheet) method.  Under this method, the net deferred tax asset or
liability is determined based on the tax effects of the temporary differences
between the book and tax bases of the various balance sheet assets and
liabilities and gives current recognition to change in tax rates and
laws.
 
 When tax
returns are filed, it is highly certain that some positions taken would be
sustained upon examination by the taxing authorities, while others are subject
to uncertainty about the merits of the position taken or the amount of the
position that would be ultimately sustained.  The benefit of a tax
position is recognized in the financial statements in the period during which,
based on all available evidence, management believes it is more likely than not
that the position will be sustained upon examination, including the resolution
of appeals or litigation processes, if any.
   F-11
    Note
3.   Summary of Significant Accounting Policies
(Continued)
 
 Income
Taxes (Continued)
 Tax
positions taken are not offset or aggregated with other
positions.  Tax positions that meet the more-likely-than-not
recognition threshold are measured as the largest amount of tax benefit that is
more than 50% likely of being realized upon settlement with the applicable
taxing authority.  The portion of the benefits associated with tax
positions taken that exceeds the amount measured as described above would be
reflected as a liability for unrecognized tax benefits in the consolidated
balance sheet along with any associated interest and penalties that would be
payable to the taxing authorities upon examination.  Interest and
penalties associated with unrecognized tax benefits would be classified as
additional income taxes in the statement of operations.
  Recent
Accounting Pronouncements
 In
September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements.  This Statement defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles,
and expands disclosures about fair value measurements.  This Statement
is effective for financial statements issued for fiscal years beginning after
November 15, 2007.  During 2008, FASB deferred the effective date
of SFAS No. 157 for nonfinancial assets and nonfinancial liabilities, except
those that are recognized or disclosed at fair value in the financial statements
on a recurring basis (at least annually), to fiscal years beginning after
November 15, 2008, and interim periods within the fiscal
year.  Adoption of this pronouncement did not have a monetary effect
on the financial position and results of operations of the Company.
 
 In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilitieswhich included an amendment of FASB No.
115.  This Statement permits entities to choose to measure many
financial instruments and certain other items at fair value.  The
objective is to improve financial reporting by providing entities with the
opportunity to mitigate volatility in reported earnings caused by measuring
related assets and liabilities differently without having to apply complex hedge
accounting provisions.  This Statement is expected to expand the use
of fair value measurement.  This Statement is effective as of the
beginning of an entity’s first fiscal year that begins after November 15,
2007.  The Company did not make an early adoption election nor has it
chosen to measure the financial instruments identified under SFAS No. 159 at
fair value.
 
 In
December 2007, the FASB issued SFAS 160, Noncontrolling Interests in
Consolidated Financial Statements.  SFAS 160 amends Accounting
Research Bulletin 51, Consolidated Financial
Statements, to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary.  SFAS 160 is effective for fiscal periods, and interim
periods within those fiscal years, beginning on or after December 15,
2008.  Management believes the adoption of this pronouncement will not
have a material impact on the financial statements.
   F-12
    Note
3.   Summary of Significant Accounting Policies
(Continued)
 
 Recent
Accounting Pronouncements (Continued)
 In
December 2007, the FASB revised SFAS No. 141(R) Business Combinations to
improve the relevance, representational faithfulness, and comparability of the
information that a reporting entity provides in its financial reports about a
business combination and its effects. To accomplish that, SFAS No. 141(R)
establishes principles and requirements for how the acquirer:  1)
Recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree; 2) recognizes and measures the goodwill acquired in the business
combination or a gain from a bargain purchase; and 3) determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. This Statement
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after December 15, 2008.  This standard will change the accounting
treatment for business combinations on a prospective basis.
 
 In March
2008, the FASB issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities.  SFAS No. 161 is intended
to improve financial reporting about derivative instruments and hedging
activities by requiring enhanced disclosures to enable investors to better
understand their effects on an entity’s financial position, financial
performance, and cash flows. SFAS No. 161 is effective for financial statements
issued for fiscal years and interim periods beginning after November 15, 2008,
with early application encouraged.  The Company does not expect that
the adoption of SFAS No. 161 will have a material impact on its consolidated
financial statements.
 
 In May
2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted
Accounting Principles.  This statement identifies the sources
of accounting principles and the framework for selecting the accounting
principles to be used in the preparation of financial statements prepared in
conformity with generally accepted accounting principles (GAAP) in the United
States. The statement is effective November 15, 2008, and is not expected to
result in changes to current practices nor have a material effect on the
Company.
 
 In
September 2008, the FASB issued FASB Staff Position (FSP) FAS 133-1 and FASB
Interpretation (FIN) 45-4, Disclosures about Credit Derivatives
and Financial Guarantees.  The FSP requires companies that sell
credit derivatives to disclose information that will enable financial statement
users to assess the potential effect of the credit derivatives on the seller’s
financial position, financial performance, and cash flows.  FSP FAS
133-1 and FIN 45-4 is effective for interim and annual periods ending after
November 15, 2008.  This pronouncement is not expected to have an
effect on the financial position and results of operations of the
Company.
   F-13
   Note
3.   Summary of Significant Accounting Policies
(Continued)
 
 Recent
Accounting Pronouncements (Continued)
 In
February 2008, FASB issued FSP FAS 140-3, Accounting for Transfers of
Financial Assets and Repurchase Financing Transactions, which provides
guidance on accounting for a transfer of a financial asset and a repurchase
financing.  The FSP presumes that an initial transfer of a financial
asset and a repurchase financing are considered part of the same arrangement
under FASB Statement No. 140 Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of
Liabilities.  However, if certain criteria are met, the initial
transfer and repurchase shall not be evaluated as a linked transaction and
therefore evaluated separately under FASB 140. The FSP is effective for
repurchase financing in which the initial transfer is entered in fiscal years
beginning after November 15, 2008. The Company does not anticipate a material
impact on its consolidated financial statements as a result of this
statement.
 
 In April
2008, FASB issued FSP 142-3 which amends the list of factors an entity should
consider in developing renewal of extension assumptions used in determining the
useful life of recognized intangible assets under SFAS 142 Goodwill and Other
Intangibles.  The new guidance applies to intangible assets
that are acquired individually or with a group of other assets and to intangible
assets acquired in both business combinations and asset
acquisitions.  The FSP is effective for financial statements issued
for fiscal years beginning after December 15, 2008 and interim periods within
those fiscal years.  The guidance must be applied prospectively only
to intangible assets acquired after the FSP’s effective date.  This
pronouncement is not expected to have an affect on the financial position and
results of operations of the Company.
 
 Note
4.   Patent
 
 On
September 4, 2007, the Company’s chief executive officer was awarded a patent
from the United States Patent and Trademark Office pertaining to his development
of specialized testing procedures for drilling pipe, tubing casing, line pipe
and expandable liners utilized by oil-exploration companies.
 
 The
Company’s costs associated with its development of these testing procedures and
application for patent have been capitalized and recognized as an asset in the
Company’s balance sheet, and is being amortized over 17
years.  Amortization expense for 2007 was
$11,289.  Estimated amortization expense for each of the ensuing years
through December 31, 2012 is $33,866 per year.
   F-14
   
 
 Note
5.   Property and Equipment
 
 Property
and equipment consists of the following at December 31, 2008 and 2007
respectively:
  2008
                                      
                                      
                                      2007Buildings
      and Improvements
                                      
                                      $
                                      5,717,631
                                      
                                      
                                      $
                                      1,397,815Equipment
                                      
                                      
                                      5,165,103
                                      
                                      
                                      
                                      2,623,850Auto
      and Trucks
                                      
                                      
                                      159,774
                                      
                                      
                                      
                                      136,411Office
      Furniture
                                      
                                      
                                      7,528
                                      
                                      
                                      
                                      7,528Property
      Held Under Capital Leases
                                      
                                      
                                      99,992
                                      
                                      
                                      
                                      99,992Construction
      in Progress
                                      
                                      
                                      -
                                      
                                      
                                      
                                      4,556,90511,150,028
                                      
                                      
                                      
                                      8,822,501Less:
      Accumulated Depreciation and Amortization
                                      
                                      
                                      (1,394,495
                                      )
                                      
                                      
                                      (900,419
                                      )Total
                                      
                                      $
                                      9,755,533
                                      
                                      
                                      $
                                      7,922,082
   Depreciation
expense amounted to $475,376 and $93,395, for the years ended
December 31, 2008 and 2007, respectively.
  Note
6.   Accrued Liability for Capital Expenditures
 
 At
December 31, 2008, the Company had acquired a significant amount of equipment
and other capital assets for which the Company has recognized as a liability the
outstanding unpaid balance.  The Company intends to finance the
acquisition of these capital assets through a long-term financing
arrangement.  As of the date of the audit report, the Company had not
completed the financing arrangements and has, accordingly, recognized the
outstanding balance associated with the acquisition of these capital assets as a
current liability.
  Note
7.   Related Party Transactions
 
 Included
in due to affiliates at December 31, 2008, is $1,155,336 in acquisition debts
paid by affiliates upon the acquisition of the Company in 1999.  The
affiliates maintain a lien on the Company’s accounts receivable and equipment to
secure this loan.  The amounts due to the affiliates have no set terms
of repayment and bear interest at 5.00%. Interest expense associated with this
obligation totaled $130,025 in both 2008 and 2007.
    F-15
   Note
8.   Notes Payable
 
 Notes
payable at December 31, 2008 and 2007 consist of the following:
  2008
                            
                            
                            2007General
      Motors Acceptance Corp., $17,536 note dated April 27, 2007, due May 27,
      2010, payable in monthly
                              installments of
      $550, interest rate 9.91%, secured by vehicle.
                            
                            $
                            8,765
                            
                            
                            $
                            14,200Doosan
      Global Finance, $109,350 non-interest bearing note dated October 13,2008,
      due April 15, 2012, payable
                              in monthly
      installments of $2,604, secured by equipment.
                            
                            
                            104,143
                            
                            
                            
                            -General
      Motors Acceptance Corp., $23,363 note dated May 1, 2008, due May 15, 2008,
      payable in monthly
                              installments of
      $472, interest rate 7.69%, secured by vehicle
                            
                            
                            20,888
                            
                            
                            
                            -CNH
      Capital Corporation, $13,792 non-interest bearing note dated October 11,
      2006, due September 11, 2009,
                              payable in monthly
      installments of $383, secured by equipment.
                            
                            
                            1,627
                            
                            
                            
                            7,128135,423
                            
                            
                            
                            21,328Less:  Current
      Portion
                            
                            
                            43,030
                            
                            
                            
                            10,033Long-Term
      Portion
                            
                            $
                            92,393
                            
                            
                            $
                            11,295
  Following
are maturities of long term debt at December 31, 2008:
  Fiscal
      Year EndingDecember
      31,
                                
                                Amount2009
                                
                                $
                                43,0302010
                                
                                
                                38,5122011
                                
                                
                                36,1102012
                                
                                
                                15,6572013
                                
                                
                                2,114Total
                                
                                $
                                135,423
 
 F-16
    Note
9.   Capital Leases
 
 Included
in property and equipment are assets which were acquired through capital
leases.  The leases ended in 2007; however, the Company exercised its
bargain purchase options, as stipulated under the terms of the leases, and has
retained ownership and possession of the leased assets.  The assets
were recorded at the lower of the present value of the minimum lease payments or
the fair value of the asset, and are being depreciated over their estimated
productive lives, in accordance with paragraph 7a of SFAS No. 13, Accounting for
Leases.  Depreciation of assets acquired through capital leases
is included in depreciation expense for the years ended December 31, 2008 and
2007.
 
 Following
is a summary of property held under capital leases at December 31, 2008 and
2007:
  2008
                          
                          
                          2007Machinery
      and Equipment
                          
                          $
                          99,992
                          
                          
                          $
                          99,992Less:  Accumulated
      Depreciation
                          
                          
                          (34,567
                          )
                          
                          
                          (29,566
                          )Total
                          
                          $
                          65,425
                          
                          
                          $
                          70,426
  Note
10. Income Taxes
 
 The
provision for income taxes for 2008 and 2007 consists of the
following:
  2008
                          
                          
                          2007Current
      Tax Expense
                          
                          $
                          66,147
                          
                          
                          $
                          -Deferred
      Tax ExpenseFederal
                          
                          
                          813,451
                          
                          
                          
                          346,206State
                          
                          
                          -
                          
                          
                          
                          152,189Total Provision for Income
      Taxes
                          
                          $
                          879,598
                          
                          
                          
                          498,395
  A
reconciliation of income tax expense at the federal statutory rate to the
Company’s actual income tax expense at December 31, 2008 and 2007,
follows:
  2008
                          
                          
                          2007Tax
      Provision at Expected FederalStatutory
      Rate of 34%
                          
                          $
                          795,006
                          
                          
                          $
                          337,905State
      Income Tax
                          
                          
                          66,147
                          
                          
                          
                          152,189Non-Deductible
      Expenses
                          
                          
                          18,445
                          
                          
                          
                          8,301Income
      Tax Expense
                          
                          $
                          879,598
                          
                          
                          $
                          498,395
  F-17
  
 Note
10. Income Taxes (Continued)
 
 The
deferred tax asset and deferred tax liability comprised the following at
December 31, 2008 and 2007:
  2008
                          
                          
                          2007Deferred
      Tax Asset - Net OperatingLoss
      Carry-forward
                          
                          
                          170,622
                          
                          
                          
                          369,055Deferred
      Tax Liability - Fixed Assets
                          
                          
                          (1,181,929
                          )
                          
                          $
                          (566,910
                          )
  The
Company has available as of December 31, 2008 $308,680 of unused federal
operating loss carry-forwards that may be applied against future taxable income
and will expire in 2027. Additionally, the Company has available $235,082 of
Louisiana operating loss carry-forwards that expire in 2027.
 
 No
valuation allowance has been set up against the deferred tax asset as the
Company believes that it will be able to fully utilize the net operating loss
carryforwards that have generated the deferred tax asset.
 
 At
December 31, 2008, and December 31, 2007, the Company did not have any tax
positions which resulted in unrecognized tax benefits.  In addition,
the company had no amount of interest and penalties recognized in the statements
of Operations for the years ended December 31, 2008 and December 31, 2007, nor
any amount of interest and penalties recognized in the Balance Sheets as of
December 31, 2008 and December 31, 2007.
  Note
11. Commitments
 
 The
Company leases office premises, operating facilities, and equipment under
several operating leases expiring in various years through 2030.  The
Company also leases land for operating purposes on a month to month
basis.  Rent expense for the year ended December 31, 2008 and 2007 was
$276,612 and $243,102 respectively.
 
 Minimum
future rental payments under operating leases having remaining terms in excess
of one year as of December 31, 2008 are as follows:
  2009
                            
                            $
                            64,8212010
                            
                            
                            62,6192011
                            
                            
                            29,7002012
                            
                            
                            6,0002013
                            
                            
                            6,000Thereafter
                            
                            
                            101,500Total
                            
                            $
                            270,640
 
 F-18
   Note
12. Major Customers
 
 For the
year ended December 31, 2008, the Company had three customers which generated
revenues in excess of 10% of the Company’s total revenues.  Revenues
for these three customers were approximately 40% of total revenues, and the
total balance due from these three customers at December 31, 2008 was $359,858.
For the year ended December 31, 2007, the Company had one customer for which
revenue generated from the customer amounted to approximately 63% of the
Company’s total revenue.  At December 31, 2007, this customer had a
trade receivable balance of $672,549.
  Note
13. Capital Stock
 
 At
December 31, 2008, the Company has 175,100,000 shares of common stock issued and
outstanding.  Of this, 100,000 shares were issued through a private
stock placement offering, and are eligible to be traded under SEC
guidelines.  The remaining 175,000,000 are considered restricted from
trading, and will remain restricted until they meet the SEC guidelines to be
eligible for trading.
  Note
14. Estimated Fair Value of Financial Instruments
 
 The
following disclosure is made in accordance with the requirements of SFAS No.
107, Disclosures About Fair
Value of Financial Instruments. Financial instruments are defined as cash
and contractual rights and obligations that require settlement, directly or
indirectly, in cash. In cases where quoted market prices are not available, fair
values have been estimated using the present value of future cash flows or other
valuation techniques. The results of these techniques are highly sensitive to
the assumptions used, such as those concerning appropriate discount rates and
estimates of future cash flows, which require considerable judgment.
Accordingly, estimate presented herein are not necessarily indicative of the
amounts the Company could realize in a current settlement of the underlying
financial instruments. SFAS No. 107 excludes certain financial instruments and
all n on-financial instruments from its disclosure requirements. These
disclosures should not be interpreted as representing an aggregate measure of
the underlying value of the Company.
  December
      31, 2008
                              
                              
                              December
      31, 2007Carrying
                                Amount
                              
                              
                              Fair
                                Value
                              
                              
                              Carrying
                                Amount
                              
                              
                              Fair
                                ValueFinancial
      Assets:
                              
                              $
                              603,275
                              
                              
                              $
                              603,275
                              
                              
                              $
                              437,997
                              
                              
                              $
                              437,997CashFinancial
      Liabilities
                              
                              $
                              135,423
                              
                              
                              $
                              135,423
                              
                              
                              $
                              21,328
                              
                              
                              $
                              21,328Notes
      Payable
                              
                              
                              1,711,416
                              
                              
                              
                              1,711,416
                              
                              
                              
                              1,407,718
                              
                              
                              
                              1,407,718Due to
      Affiliates
     F-19
  
  Note
14. Estimated Fair Value of Financial Instruments (Continued)
 
 The
following methods and assumptions were used by the Company in estimating fair
value disclosures for financial instruments:
 
 Cash and
Cash Equivalents – The carrying amount of cash and cash equivalents approximates
fair values.
 
 Notes
Payable – The carrying amount of notes payable approximates fair
values.
 
 Due to
Affiliates – The carrying amount of due to affiliates approximates fair
values.
 
 
 
 
 F-20
 
 
 
  
 
 
 
 
 
 
 Supplemental
Information
 
        
 F-21
    Schedule
      IENERGY
      & TECHNOLOGY, CORP.
                            Schedules
      of Cost Revenues
                            For
      the Years Ended December 31, 2007 and 20062008
                          
                          
                          2007Material
      and Supplies
                          
                          $
                          3,171,907
                          
                          
                          $
                          375,888Labor
      and Related Costs
                          
                          
                          1,182,809
                          
                          
                          
                          827,067Subcontract
      Labor
                          
                          
                          593,863
                          
                          
                          
                          375,708Depreciation
                          
                          
                          406,623
                          
                          
                          
                          31,455Other
      Costs
                          
                          
                          303,322
                          
                          
                          
                          111,115Repairs
      and Maintenance
                          
                          
                          242,569
                          
                          
                          
                          94,172Insurance
                          
                          
                          103,770
                          
                          
                          
                          81,071Patent
      Amortization
                          
                          
                          27,093
                          
                          
                          
                          11,289Total
      Cost of Revenue
                          
                          $
                          6,031,965
                          
                          
                          $
                          1,907,765
     F-22
   Schedule
      IIENERGY & TECHNOLOGY, CORP.
                                    Schedule
      of General and Administrative Expenses For the Years Ended December 31,
      2008 and 20072008
                                  
                                  
                                  2007Salaries
      and Wages
                                  
                                  $
                                  680,900
                                  
                                  
                                  $
                                  215,754Rent
                                  
                                  
                                  244,145
                                  
                                  
                                  
                                  207,955Professional
      Services
                                  
                                  
                                  138,323
                                  
                                  
                                  
                                  110,576Office
                                  
                                  
                                  90,956
                                  
                                  
                                  
                                  69,780Taxes
      and Licenses
                                  
                                  
                                  60,136
                                  
                                  
                                  
                                  31,648Utilities
                                  
                                  
                                  41,909
                                  
                                  
                                  
                                  57,072Telephone
                                  
                                  
                                  37,148
                                  
                                  
                                  
                                  41,118Travel
                                  
                                  
                                  31,295
                                  
                                  
                                  
                                  5,737Training
                                  
                                  
                                  25,822
                                  
                                  
                                  
                                  32,058Repairs
      and Maintenance
                                  
                                  
                                  25,686
                                  
                                  
                                  
                                  11,671Meals
      and Entertainment
                                  
                                  
                                  22,315
                                  
                                  
                                  
                                  29,099Advertising
                                  
                                  
                                  16,615
                                  
                                  
                                  
                                  6,021Shipping
      and Postage
                                  
                                  
                                  14,160
                                  
                                  
                                  
                                  7,351Medical
                                  
                                  
                                  13,853
                                  
                                  
                                  
                                  6,887Contributions
                                  
                                  
                                  13,254
                                  
                                  
                                  
                                  5,215Uniforms
                                  
                                  
                                  8,980
                                  
                                  
                                  
                                  3,817Dues
      and Subscriptions
                                  
                                  
                                  3,681
                                  
                                  
                                  
                                  4,393Bank
      Service Charges
                                  
                                  
                                  1,522
                                  
                                  
                                  
                                  220Bad
      Debt Expense
                                  
                                  
                                  -
                                  
                                  
                                  
                                  136,913Total
      General and Administrative Expenses
                                  
                                  $
                                  1,470,700
                                  
                                  
                                  $
                                  983,285
    F-23
    ITEM
9.           CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE




Our
accountant is LaPorte, Sehrt, Romig & Hand a professional accounting
corporation. We do not presently intend to change accountants. At no time have
there been any disagreements with such accountants regarding any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure.




ITEM
9A.         CONTROLS AND
PROCEDURES




Evaluation
of disclosure controls and procedures




Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
Exchange Act of 1934, as amended (Exchange Act), as of December 31, 2008. Based
on this evaluation, our principal executive officer and principal financial
officers have concluded that our disclosure controls and procedures are
effective to ensure that information required to be disclosed by us in the
reports we file or submit under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in the Securities and
Exchange Commission’s rules:





MANAGEMENT’S
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING





Management
of the Company is responsible for establishing and maintaining effective
internal control over financial reporting as defined in Rule 13a-15(f) under the
Exchange Act.  The Company’s internal control over financial reporting
is designed to provide reasonable assurance to the Company’s management and
Board of Directors regarding the preparation and fair presentation of published
financial statements in accordance with United State’s generally accepted
accounting principles (US GAAP), including those policies and procedures that:
(i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of
the company, (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with US GAAP and that receipts and expenditures are being made only
in accordance with authorizations of management and directors of the Company,
and (iii) 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.


Management
conducted an evaluation of the effectiveness of internal control over financial
reporting based on the framework in Internal Control—Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway
Commission.  Management’s assessment included an evaluation of the
design of our internal control over financial reporting and testing of the
operational effectiveness of our internal control over financial
reporting.  Based on this assessment, Management concluded the Company
maintained effective internal control over financial reporting as of December
31, 2008.




Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation.




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




PART
III




ITEM
10.         DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE WITH SECTION 16(A)
OF THE EXCHANGE ACT





Our
executive officer’s and director’s and their respective ages as of March 30,
2009 are as follows:




NAME
              AGE
              POSITIONGeorge
      Sfeir
              51
              President,
      Chief Executive Officer, Chief Financial Officer and
      DirectorChongyuan  Zhu
              26
              SecretaryEdmund
      J. Baudoin, Jr.
              52
              Treasurer




Set forth
below is a brief description of the background and business experience of our
executive officers and directors for the past five years.




-11-




George M. Sfeir is a 1972
graduate of Saint George College (Lebanon) and the University of Louisiana at
Lafayette, Louisiana in general & legal studies.  He has worked in
the oil and gas industry since May 1972.  He has worked for companies
throughout the Middle East, North and South America, and Africa doing
inspections on oil and gas fields.  Mr. Sfeir is fluent in English,
French, Arabic, Spanish, and Italian.  Mr. Sfeir has worked with
Technical Industries, Inc. as a consultant since January of 1980 and as a CEO
since 1998.




Chongyuan (Joyce)
Zhu, Chongyuan (Joyce) Zhu, 26, was born on August 28,
1982 in China. She attended Donghua University in Shanghai China from
2000 to 2004, and received her Bachelor’s degree in International
Accounting.  Following graduation, Ms. Zhu became employed in China as
an auditor in a CPA firm, and an internal auditor with Shanghai Airlines
until 2005.  Ms. Zhu enrolled at the University of Louisiana-Lafayette
in 2005 and received her MBA in May, 2007.  Ms.
Zhu joined Technical Industries, Inc. in December of 2007, where
she currently serves in the capacity as Accountant.  She was
appointed Secretary of the Company on August 29, 2008.





Edmund J. Baudoin, Jr., is a
1979 graduate of the University of Southwestern Louisiana where he earned a B.S.
in Business Administration.  After graduation, Mr. Baudoin joined
Technical Industries, Inc. and served as Vice President before resigning in 1999
to perform title research and abstracting work as a Landman, before rejoining
Technical Industries, Inc. in 2008.  Mr. Baudoin has over 32 years of
experience in the oilfield industry.  He currently serves as
Administrator of Technical Industries, Inc., and was appointed Treasurer of the
Company on August 29, 2008.




Term
of Office




Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors and hold
office until removed by the board





Current
Issues and Future Management Expectations





No board
audit committee has been formed as of the filing of this Annual
Report.




Compliance
With Section 16(A) Of The Exchange Act.




Section
16(a) of the Exchange Act requires the Company’s officers and directors, and
persons who beneficially own more than 10% of a registered class of the
Company’s equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and are required to
furnish copies to the Company. To the best of the Company’s knowledge, any
reports required to be filed were timely filed in fiscal year ended December 31,
2008.




Code
of Ethics




The
Company has adopted a Code of Ethics applicable to its Chief Executive Officer
and Chief Financial Officer. This Code of Ethics is filed herewith as an
exhibit.





ITEM
11.          EXECUTIVE COMPENSATION





The table
below summarizes all compensation awarded to, earned by, or paid to our
executive officers by any person for all services rendered in all capacities to
us from the date of our inception until the fiscal year ended December 31, 2008
and 2007. The following summary compensation table sets forth all
compensation awarded to, earned by, or paid to the named executive officers paid
by us during the years ended December 31, 2008, and 2007 in all capacities for
the accounts of our executives, including the Chief Executive Officer (CEO) and
Chief Financial Officer (CFO):




-12-




SUMMARY
COMPENSATION TABLE




Name
      and Principal Position
                    Year
                    
                    Salary
                      ($)
                    
                    Bonus
                      ($)
                    
                    Stock
                      Awards
                      ($)
                    
                    Option
      Awards
                      ($)
                    
                    Non-Equity
      Incentive Plan Compensation ($)
                    
                    Non-Qualified
      Deferred Compensation Earnings
                      ($)
                    All
      Other Compensation
                      ($)
                    
                    Totals
                      ($)George
      Sfeir, President, Chief Executive Officer
                    2008
                    
                    $
                    32,949
                    
                    0
                    
                    
                    0
                    
                    0
                    
                    
                    0
                    
                    0
                    0
                    
                    $
                    32,949Chief
      Financial officer and Director
                    2007
                    
                    $
                    0
                    
                    0
                    
                    
                    0
                    
                    0
                    
                    
                    0
                    
                    0
                    0
                    
                    $
                    0Chongyuan
      Zhu,
                    2008
                    
                    $
                    36,231
                    
                    0
                    
                    
                    0
                    
                    0
                    
                    
                    0
                    
                    0
                    0
                    
                    $
                    36,231Secretary
                    2007
                    
                    $
                    2,654
                    
                    0
                    
                    
                    0
                    
                    0
                    
                    
                    0
                    
                    0
                    0
                    
                    $
                    2,654Edmund
      J. Baudoin, Jr.,
                    2008
                    
                    $
                    49,478
                    
                    0
                    
                    
                    0
                    
                    0
                    
                    
                    0
                    
                    0
                    0
                    
                    $
                    49,478Treasurer
                    2007
                    
                    $
                    0
                    
                    0
                    
                    
                    0
                    
                    0
                    
                    
                    0
                    
                    0
                    0
                    
                    $
                    0




Option Grants
Table.There were
no individual grants of stock options to purchase our common stock made to the
executive officer named in the Summary Compensation Table through December 31,
2008.




Aggregated Option Exercises
and Fiscal Year-End Option Value Table.There were no stock options
exercised during period ending December 31, 2008 by the executive officer named
in the Summary Compensation Table.




Long-Term Incentive Plan
(“LTIP”) Awards Table.There were no awards made to a named executive officer in the last
completed fiscal year under any LTIP




Compensation of
Directors





Directors
are permitted to receive fixed fees and other compensation for their services as
directors. The Board of Directors has the authority to fix the compensation of
directors. No amounts have been paid to, or accrued to, directors in such
capacity.





Employment
Agreements





We do not
have any employment agreements in place with our officers or
directors.




ITEM
12.         SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT




The
following table provides the names and addresses of each person known to us to
own more than 5% of our outstanding shares of common stock as of March 30,
2009 and by the officers and directors, individually and as a group. Except as
otherwise indicated, all shares are owned directly.




Title
      of Class
                  Name
      and Address
                    of
      Beneficial Owner
                  Amount
      and Nature
                    of
      Beneficial Owner
                  Percent
      of
                    Class
      (1)Common
      Stock
                      Restricted
                  American
      Interest, LLC (2)
                    Petroleum Towers,
      Suite 530
                    P.O.
      Box 52523
                    Lafayette,
      LA 70505
                  125,000,000
                  71.39%Common
      Stock
                    Restricted
                  Sfeir
      Family Trust (2)
                    Petroleum Towers,
      Suite 530
                    P.O.
      Box 52523
                    Lafayette,
      LA 70505
                  50,000,000
                  28.55%Common
      Stock
                  George
      M. Sfeir
                    Petroleum
      Towers, Suite 530
                    P.O.
      Box 52523
                    Lafayette,
      LA 70505
                  175,001
      ,000
                  99
      %Common
      Stock
                  Edmund
      J. Baudoin, Jr.
                    Petroleum
      Towers, Suite 530
                    P.O.
      Box 52523
                    Lafayette,
      LA 70505
                  1,000
                  Less
      than 1%Common
      Stock
                  All
      executive officers and directors as a group
                  175,002,000
                  99.94%




(1)
            Based
      upon 175,100,000 shares outstanding as of December 31,
      2008.(2)
            George
      Sfeir has investment control of 175,001,000 shares, of which
      175,000,000 are restricted from
trading




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TRANSACTIONS
WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS





In
November of 2006, we issued 125,000,000 restricted shares of common stock to
American Interest, LLC (controlled by George Sfeir) for founder services
rendered pursuant to the exemption from registration set forth in section 4(2)
of the Securities Act of 1933.




On
January 3, 2007 we entered into a Stock Purchase and Share Exchange agreement
with TII, whereby TII became our wholly owned subsidiary.  We
exchanged 50,000,000 restricted shares of common stock for all the issued and
outstanding shares of TII.  Mr. George Sfeir was the sole shareholder
of TII.




Stock Option
Grants




We have
not granted any stock options to our executive officer since our
incorporation.





ITEM
13.         CERTAIN
RELATIONSHIPS AND RELATED TRANSACTION, AND DIRECTORINDEPENDENCE





None.





ITEM
14.         PRINCIPAL ACCOUNTANT FEES
AND SERVICES





Audit
Fees




This
category includes the aggregate fees billed for professional services rendered
for the audits of our financial statements for fiscal years 2008 and 2007, for
the reviews of the financial statements included in our reports on Form 10-Q,
and for services that are normally provided by the independent auditors in
connection with statutory and regulatory filings or engagements for the relevant
fiscal years.  For the Company’s fiscal years ended December 31, 2008
and 2007, we were billed approximately $40,736 and $8,500.




Audit Related
Fees





There
were no fees for audit related services for the years ended December 31, 2008
and 2007.





Tax Fees




For the
Company’s fiscal years ended December 31, 2008 and 2007, we were not billed for
professional services rendered for tax compliance, tax advice, and tax
planning.




All Other
Fees




The
Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal years ended December 31, 2008 and
2007.




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





Effective
May 6, 2003, the Securities and Exchange Commission adopted rules that require
that before our auditor is engaged by us to render any auditing or permitted
non-audit related service, the engagement be:





-approved
by our audit committee; or





-entered
into pursuant to pre-approval policies and procedures established by the audit
committee, provided the policies and procedures are detailed as to the
particular  service,  the  audit committee is
informed of each service, and such policies and procedures do not include
delegation of the audit committee's responsibilities to management.





We do not
have an audit committee.  Our entire board of directors pre-approves
all services provided by our independent auditors.





The
pre-approval process has just been implemented in response to the new rules.
Therefore, our board of directors does  not have  records
of  what percentage of the above fees were
pre-approved.  However, all of the above services and fees were
reviewed and approved by the entire board of directors either before or after
the respective services were rendered.




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PART
IV





ITEM
15.         EXHIBITS,
FINANCIAL STATEMENT SCHEDULES.




a)
Documents filed as part of this Annual Report




1.
Consolidated Financial Statements




2.
Financial Statement Schedules




3.
Exhibits




31.1
            Certification
      of President, Chief Executive Officer, Chief Financial Officer, Chairman
      of the Board of Directors Pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002


32.1
            Certification
      of President, Chief Executive Officer, Chief Financial Officer, Chairman
      of the Board of Directors Pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002










-15-





SIGNATURES




In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this Annual Report to be signed on its
behalf by the undersigned, thereunto duly authorized.




Dated:
March 30, 2009




By/s/George
M.
Sfeir


George M.
Sfeir,


President,


Chief
Executive Officer,


Chief
Financial Officer,


Principal
Accounting Officer






In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.




Signature
            
            Title
            
            Date/s/
      George M. Sfeir
            
            President,
            
            March
      30, 2009George
      M. Sfeir
            
            Chief
      Executive Officer,
              Chief Financial Officer,
              Principal
      Accounting Officer














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