U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549




Form
10-K




(Mark
One)




x ANNUAL REPORT
      UNDER SECTION 13 OR 15(d)OF
      THE SECURITIES EXCHANGE ACT OF 1934




For the
fiscal year ended December 31, 2009




o TRANSITION REPORT
      UNDER SECTION 13 OR 15(d)OF
      THE SECURITIES EXCHANGE ACT OF 1934




For the
transition period from ______________ to ______________




Commission
      File Number 000-53689





GLACIER
ENTERPRISES, INC.


(Exact
name of registrant as specified in its charter)












Delaware
            
            To
      be applied for(State
      or other jurisdiction of
            
            (I.R.S.
      Employerincorporation
      or organization)
            
            Identification
      No.)





Glacier
      Enterprises, Inc.c/o
      Keystone Active Trader LLC13722
      Cleveland Ave NWUniontown,
      OH 44685(Address
      of principal executive offices)Tel:
      (330) 699-3995
              FAX:
      (330) 699-3905E-Mail:
      Geoff@keystone-capital.com(Registrant’s
      telephone number, including area code)










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




None.




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




Common
      Stock, $0.0001 par value per share(Title
      of Class)


Check
whether the registrant is a well-known seasoned issuer, as defined in Rule 405
of the Securities Act. Yes o   No x




Check
whether the registrant is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act. o




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




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).   Yes o      No
o


Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K (§229.405 of this chapter) contained herein, and no disclosure
will be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o




Check
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act. (Check one):




Large Accelerated Filer
            o
            Accelerated Filer
            oNon-accelerated
      Filer
            o
            Smaller
      Reporting Company
            x


(Do
not check if a smaller reporting company.)




Check
whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes x  No o




The
aggregate market value of the common stock held by non-affiliates of the issuer
was $0.00 on December 31, 2009.









2





APPLICABLE
ONLY TO CORPORATE REGISTRANTS




As of
March 16, 2010, there were 31,340,000 shares of common stock, par value $.0001,
outstanding.




FORWARD-LOOKING
STATEMENTS




Certain
statements made in this Annual Report on Form 10-K are “forward-looking
statements” (within the meaning of the Private Securities Litigation Reform Act
of 1995) regarding the plans and objectives of management for future operations.
Such statements involve known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements of Glacier
Enterprises, Inc. (the “Company”) to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. The forward-looking statements included herein are
based on current expectations that involve numerous risks and uncertainties. The
Company’s plans and objectives are based, in part, on assumptions involving the
continued expansion of business. Assumptions relating to the foregoing involve
judgments with respect to, among other things, future economic, competitive and
market conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of the
Company. Although the Company believes its assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove
inaccurate and, therefore, there can be no assurance the forward-looking
statements included in this Report will prove to be accurate. In light of the
significant uncertainties inherent in the forward-looking statements included
herein, the inclusion of such information should not be regarded as a
representation by the Company or any other person that the objectives and plans
of the Company will be achieved.




3




PART
I




Item
1.   Description of Business.




(a)
  Business Development




Glacier
Enterprises, Inc. (the “Company” or the “Registrant”) was incorporated in the
State of Delaware on February 9, 2009. Since inception, we have been engaged in
organizational efforts and obtaining initial financing. We were formed as a
vehicle to pursue a business combination and have made no efforts to identify a
possible business combination. As a result, we have not conducted negotiations
or entered into a letter of intent concerning any target business. Our business
purpose is to seek the acquisition of or merger with, an existing
company.




(b)
  Business of Issuer




Based on
proposed business activities, we are a “blank check” company. The SEC defines
those companies as “any development stage company that is issuing a penny stock,
within the meaning of Section 3 (a)(51) of the Exchange Act, and that has no
specific business plan or purpose, or has indicated that its business plan is to
merge with an unidentified company or companies.” Many states have enacted
statutes, rules and regulations limiting the sale of securities of “blank check”
companies in their respective jurisdictions. Management does not intend to
undertake any efforts to cause a market to develop in our securities, either
debt or equity, until we have successfully concluded a business combination. We
intend to comply with the periodic reporting requirements of the Exchange Act
for so long as we are subject to those requirements.




We were
organized as a vehicle to investigate and, if such investigation warrants,
acquire a target company or business seeking the perceived advantages of being a
publicly held corporation. Our principal business objective for the next 12
months and beyond such time will be to achieve long-term growth potential
through a combination with a business rather than immediate, short-term
earnings. We will not restrict our potential candidate target companies to any
specific business, industry or geographical location and, thus, may acquire any
type of business.




The
analysis of new business opportunities has and will be undertaken by or under
the supervision of the officers and directors of the Registrant. The Registrant
has considered potential acquisition transactions with several companies, but as
of this date has not entered into any Letter of Intent or other agreement with
any party. The Registrant has unrestricted flexibility in seeking, analyzing and
participating in potential business opportunities. In its efforts to analyze
potential acquisition targets, the Registrant will consider the following kinds
of factors:




(a)
Potential for growth, indicated by new technology, anticipated market expansion
or new products;




4




(b)
Competitive position as compared to other firms of similar size and experience
within the industry segment as well as within the industry as a
whole;




(c)
Strength and diversity of management, either in place or scheduled for
recruitment;




(d)
Capital requirements and anticipated availability of required funds, to be
provided by the Registrant or from operations, through the sale of additional
securities, through joint ventures or similar arrangements or from other
sources;




(e)
The cost of participation by the Registrant as compared to the perceived
tangible and intangible values and potentials;




(f)
The extent to which the business opportunity can be advanced;




(g)
The accessibility of required management expertise, personnel, raw materials,
services, professional assistance and other required items; and




(h)
Other relevant factors.




In
applying the foregoing criteria, no one of which will be controlling, management
will attempt to analyze all factors and circumstances and make a determination
based upon reasonable investigative measures and available data. Potentially
available business opportunities may occur in many different industries, and at
various stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex. Due to the Registrant’s limited capital available for
investigation, the Registrant may not discover or adequately evaluate adverse
facts about the opportunity to be acquired.




Form
of Acquisition




The
manner in which the Registrant participates in an opportunity will depend upon
the nature of the opportunity, the respective needs and desires of the
Registrant and the promoters of the opportunity, and the relative negotiating
strength of the Registrant and such promoters.




It is
likely that the Registrant will acquire its participation in a business
opportunity through the issuance of common stock or other securities of the
Registrant. Although the terms of any such transaction cannot be predicted, it
should be noted that in certain circumstances the criteria for determining
whether or not an acquisition is a so-called “tax free” reorganization under
Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”),
depends upon whether the owners of the acquired business own 80% or more of the
voting stock of the surviving entity. If a transaction were structured to take
advantage of these provisions rather than other “tax free” provisions provided
under the Code, all prior stockholders would in such circumstances retain 20% or
less of the total issued and outstanding
shares of the surviving entity. Under other circumstances, depending upon the
relative negotiating strength of the parties, prior stockholders may retain
substantially less than 20% of the total issued and outstanding shares of the
surviving entity. This could result in substantial additional dilution to the
equity of those who were stockholders of the Registrant prior to such
reorganization.




5




The
present stockholders of the Registrant will likely not have control of a
majority of the voting shares of the Registrant following a reorganization
transaction. As part of such a transaction, all or a majority of the
Registrant’s directors may resign and new directors may be appointed without any
vote by stockholders.




In the
case of an acquisition, the transaction may be accomplished upon the sole
determination of management without any vote or approval by stockholders. In the
case of a statutory merger or consolidation directly involving us, it will
likely be necessary to call a stockholders’ meeting and obtain the approval of
the holders of a majority of the outstanding shares. The necessity to obtain
such stockholder approval may result in delay and additional expense in the
consummation of any proposed transaction and will also give rise to certain
appraisal rights to dissenting stockholders. Most likely, management will seek
to structure any such transaction so as not to require stockholder
approval.




It is
anticipated that the investigation of specific business opportunities and the
negotiation, drafting and execution of relevant agreements, disclosure documents
and other instruments will require substantial management time and attention and
substantial cost for accountants, attorneys and others. If a decision is made
not to participate in a specific business opportunity, the costs theretofore
incurred in the related investigation would not be recoverable. Furthermore,
even if an agreement is reached for the participation in a specific business
opportunity, the failure to consummate that transaction may result in the loss
to the Registrant of the related costs incurred.




We
presently have no employees. Our officers and directors are engaged in outside
business activities and anticipate that he will devote to our business only
several hours per week until the acquisition of a successful business
opportunity has been consummated. We expect no significant changes in the number
of our employees other than such changes, if any, incident to a business
combination.




Item
1A. Risk Factors.




Risk
Factors




An
investment in the company is highly speculative in nature and involves an
extremely high degree of risk.




6




Our
Business Is Difficult To Evaluate Because We Have No Operating
History.




As we
have no operating history or revenue and only minimal assets, there is a risk
that we will be unable to continue as a going concern and consummate a business
combination. We have had no recent operating history nor any revenues or
earnings from operations since inception. We have no significant assets or
financial resources. We will, in all likelihood, sustain operating expenses
without corresponding revenues, at least until the consummation of a business
combination. This may result in our incurring a net operating loss that will
increase continuously until we can consummate a business combination with a
profitable business opportunity. We cannot assure you that we can identify a
suitable business opportunity and consummate a business
combination.




There
Is Competition For Those Private Companies Suitable For A Merger Transaction Of
The Type Contemplated By Management.




We are in
a highly competitive market for a small number of business opportunities which
could reduce the likelihood of consummating a successful business combination.
We are and will continue to be an insignificant participant in the business of
seeking mergers with, joint ventures with and acquisitions of small private and
public entities. A large number of established and well-financed entities,
including small public companies and venture capital firms, are active in
mergers and acquisitions of companies that may be desirable target candidates
for us. Nearly all these entities have significantly greater financial
resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.




Future
Success Is Highly Dependent On The Ability Of Management To Locate And Attract A
Suitable Acquisition.




The
nature of our operations is highly speculative and there is a consequent risk of
loss of your investment. The success of our plan of operation will depend to a
great extent on the operations, financial condition and management of the
identified business opportunity. While management intends to seek business
combination(s) with entities having established operating histories, we cannot
assure you that we will be successful in locating candidates meeting that
criterion. In the event we complete a business combination, the success of our
operations may be dependent upon management of the successor firm or venture
partner firm and numerous other factors beyond our control.




The
Company Has No Existing Agreement For A Business Combination Or Other
Transaction.




We have
no arrangement, agreement or understanding with respect to engaging in a merger
with, joint venture with or acquisition of, a private or public entity. No
assurances can be given
that we will successfully identify and evaluate suitable business opportunities
or that we will conclude a business combination. Management has not identified
any particular industry or specific business within an industry for evaluation.
We cannot guarantee that we will be able to negotiate a business combination on
favorable terms, and there is consequently a risk that funds allocated to the
purchase of our shares will not be invested in a company with active business
operations.




7




Management
Intends To Devote Only A Limited Amount Of Time To Seeking A Target Company
Which May Adversely Impact Our Ability To Identify A Suitable Acquisition
Candidate.




While
seeking a business combination, management anticipates devoting no more than a
few hours per week to our affairs. Our officers have not entered into written
employment agreements with us and are not expected to do so in the foreseeable
future. This limited commitment may adversely impact our ability to identify and
consummate a successful business combination.




The
Time And Cost Of Preparing A Private Company To Become A Public Reporting
Company May Preclude Us From Entering Into A Merger Or Acquisition With The Most
Attractive Private Companies.




Target
companies that fail to comply with SEC reporting requirements may delay or
preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
reporting companies to provide certain information about significant
acquisitions, including certified financial statements for the company acquired,
covering one, two, or three years, depending on the relative size of the
acquisition. The time and additional costs that may be incurred by some target
entities to prepare these statements may significantly delay or essentially
preclude consummation of an acquisition. Otherwise suitable acquisition
prospects that do not have or are unable to obtain the required audited
statements may be inappropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable.




The
Company May Be Subject To Further Government Regulation Which Would Adversely
Affect Our Operations.




Although
we will be subject to the reporting requirements under the Exchange Act,
management believes we will not be subject to regulation under the Investment
Company Act of 1940, as amended (the “Investment Company Act”), since we will
not be engaged in the business of investing or trading in securities. If we
engage in business combinations which result in our holding passive investment
interests in a number of entities, we could be subject to regulation under the
Investment Company Act. If so, we would be required to register as an investment
company and could be expected to incur significant registration and compliance
costs. We have obtained no formal determination from the Securities and Exchange
Commission as to our status under the Investment Company Act and, consequently,
violation of the Act could subject us to material adverse
consequences.




8




Any
Potential Acquisition Or Merger With A Foreign Company May Subject Us To
Additional Risks.




If we
enter into a business combination with a foreign concern, we will be subject to
risks inherent in business operations outside of the United States. These risks
include, for example, currency fluctuations, regulatory problems, punitive
tariffs, unstable local tax policies, trade embargoes, risks related to shipment
of raw materials and finished goods across national borders and cultural and
language differences. Foreign economies may differ favorably or unfavorably from
the United States economy in growth of gross national product, rate of
inflation, market development, rate of savings, and capital investment, resource
self-sufficiency and balance of payments positions, and in other
respects.




There
Is Currently No Trading Market For Our Common Stock.




Outstanding
shares of our Common Stock cannot be offered, sold, pledged or otherwise
transferred unless subsequently registered pursuant to, or exempt from
registration under, the Securities Act and any other applicable federal or state
securities laws or regulations. These restrictions will limit the ability of our
stockholders to liquidate their investment.




Our
Business Will Have No Revenues Unless And Until We Merge With Or Acquire An
Operating Business.




We are a
development stage company and have had no revenues from operations. We may not
realize any revenues unless and until we successfully merge with or acquire an
operating business.




The
Company Intends To Issue More Shares In A Merger Or Acquisition, Which Will
Result In Substantial Dilution.




Our
certificate of incorporation authorizes the issuance of a maximum of 250,000,000
shares of common stock and a maximum of 20,000,000 shares of preferred stock.
Any merger or acquisition effected by us may result in the issuance of
additional securities without stockholder approval and may result in substantial
dilution in the percentage of our common stock held by our then existing
stockholders. Moreover, the common stock issued in any such merger or
acquisition transaction may be valued on an arbitrary or non-arm’s-length basis
by our management, resulting in an additional reduction in the percentage of
common stock held by our then existing stockholders. Our Board of Directors has
the power to issue any or all of such authorized but unissued shares without
stockholder approval. To the extent that additional shares of Common Stock or
Preferred Stock are issued in connection with a business combination or
otherwise, dilution to the interests of our stockholders will occur and the
rights of the holders of Common Stock might be materially adversely
affected.




9




The
Company Has Conducted No Market Research Or Identification Of Business
Opportunities, Which May Affect Our Ability To Identify A Business To Merge With
Or Acquire.




We have
neither conducted nor have others made available to us results of market
research concerning prospective business opportunities. Therefore, we have no
assurances that market demand exists for a merger or acquisition as contemplated
by us. Our management has not identified any specific business combination or
other transactions for formal evaluation by us, such that it may be expected
that any such target business or transaction will present such a level of risk
that conventional private or public offerings of securities or conventional bank
financing will not be available. There is no assurance that we will be able to
acquire a business opportunity on terms favorable to us. Decisions as to which
business opportunity to participate in will be unilaterally made by our
management, which may act without the consent, vote or approval of our
stockholders.




Because
We May Seek To Complete A Business Combination Through A “Reverse Merger”,
Following Such A Transaction We May Not Be Able To Attract The Attention Of
Major Brokerage Firms.




Additional
risks may exist since we will assist a privately held business to become public
through a “reverse merger.” Securities analysts of major brokerage firms may not
provide coverage of our Company since there is no incentive to brokerage firms
to recommend the purchase of our common stock. No assurance can be given that
brokerage firms will want to conduct any secondary offerings on behalf of our
post-merger company in the future.




We
Cannot Assure You That Following A Business Combination With An Operating
Business, Our Common Stock Will Be Listed On NASDAQ Or Any Other Securities
Exchange.




Following
a business combination, we may seek the listing of our common stock on NASDAQ or
the American Stock Exchange. However, we cannot assure you that following such a
transaction, we will be able to meet the initial listing standards of either of
those or any other stock exchange, or that we will be able to maintain a listing
of our common stock on either of those or any other stock exchange. After
completing a business combination, until our common stock is listed on the
NASDAQ or another stock exchange, we expect that our common stock would be
eligible to trade on the OTC Bulletin Board, another over-the-counter quotation
system, or on the “pink sheets,” where our stockholders may find it more
difficult to dispose of shares or obtain accurate quotations as to the market
value of our common stock. In addition, we would be subject to an SEC rule that,
if it failed to meet the criteria set forth in such rule, imposes various
practice requirements on broker-dealers who sell securities governed by the rule
to persons other than established customers and accredited investors.
Consequently, such rule may deter broker-dealers from recommending or selling
our common stock, which may further affect its liquidity. This would also make
it more difficult for us to raise additional capital following a business
combination.




10




There
Is No Public Market For Our Common Stock, Nor Have We Ever Paid Dividends On Our
Common Stock.




There is
no public trading market for our common stock and none is expected to develop in
the foreseeable future unless and until we complete a business combination with
an operating business and such business files a registration statement under the
Securities Act of 1933, as amended.




Additionally,
we have never paid dividends on our Common Stock and do not presently intend to
pay any dividends in the foreseeable future. We anticipate that any funds
available for payment of dividends will be re-invested into the Company to
further its business strategy.




Authorization
of Preferred Stock.




Our
Certificate of Incorporation authorizes the issuance of up to 20,000,000 shares
of preferred stock with designations, rights and preferences determined from
time to time by its Board of Directors. Accordingly, our Board of Directors is
empowered, without stockholder approval, to issue preferred stock with dividend,
liquidation, conversion, voting, or other rights which could adversely affect
the voting power or other rights of the holders of the common stock. In the
event of issuance, the preferred stock could be utilized, under certain
circumstances, as a method of discouraging, delaying or preventing a change in
control of the Company. Although we have no present intention to issue any
shares of its authorized preferred stock, there can be no assurance that we will
not do so in the future.




Control
by Management.




Management
currently owns 99% of all the issued and outstanding capital stock of the
Company. Consequently, management has the ability to control the operations of
the Company and will have the ability to control substantially all matters
submitted to stockholders for approval, including:




•
            Election
      of the board of directors;•
            Removal
      of any directors;•
            Amendment
      of the Company’s certificate of incorporation or bylaws;
    and•
            Adoption
      of measures that could delay or prevent a change in control or impede a
      merger, takeover or other business
combination.




Our CEO
and Director also own 99% of our issued and outstanding common stock.
Accordingly, this concentration of ownership by itself may have the effect of
impeding a merger, consolidation, takeover or other business consolidation, or
discouraging a potential acquirer from making a tender offer for the common
stock.




11




This
Report Contains Forward-Looking Statements And Information Relating To Us, Our
Industry And To Other Businesses.




These
forward-looking statements are based on the beliefs of our management, as well
as assumptions made by and information currently available to our management.
When used in this prospectus, the words “estimate,” “project,” “believe,”
“anticipate,” “intend,” “expect” and similar expressions are intended to
identify forward-looking statements. These statements reflect our current views
with respect to future events and are subject to risks and uncertainties that
may cause our actual results to differ materially from those contemplated in our
forward-looking statements. We caution you not to place undue reliance on these
forward-looking statements, which speak only as of the date of this prospectus.
We do not undertake any obligation to publicly release any revisions to these
forward-looking statements to reflect events or circumstances after the date of
this prospectus or to reflect the occurrence of unanticipated
events.




Item
1B.  Unresolved Staff Comments.




None.




Item
2.   Description of Property.




We
neither rents nor owns any properties. We currently have no policy with respect
to investments or interests in real estate, real estate mortgages or securities
of, or interests in, persons primarily engaged in real estate
activities.




Item
3.   Legal Proceedings.




There are
not presently any material pending legal proceedings to which the Registrant is
a party or as to which any of its property is subject, and no such proceedings
are known to the Registrant to be threatened or contemplated against
it.




Item
4.   (REMOVED
AND RESERVED)


12




PART
II




Item
5.   Market for Common Equity, Related Stockholder Matters and Small
Business Issuer Purchases of Equity Securities.




Common
Stock




Our
Certificate of Incorporation authorizes the issuance of up to 250,000,000 shares
of common stock, par value $.0001 per share (the “Common Stock”). The Common
Stock is not listed on a publicly-traded market. As of March 16, 2010, there was
one holder of record of the Common Stock.




Preferred
Stock




Our
Certificate of Incorporation authorizes the issuance of up to 20,000,000 shares
of preferred stock, par value $.0001 per share (the “Preferred Stock”). The
Company has not yet issued any of its preferred stock.




Dividends




We have
not paid any dividends on our common stock to date and do not intend to pay
dividends prior to the completion of a business combination. The payment of
dividends in the future will be contingent upon our revenues and earnings, if
any, capital requirements and general financial condition subsequent to
completion of a business combination. The payment of any dividends subsequent to
a business combination will be within the discretion of our then board of
directors. It is the present intention of our board of directors to retain all
earnings, if any, for use in our business operations and, accordingly, our board
does not anticipate declaring any dividends in the foreseeable
future.




Securities
Authorized for Issuance under Equity Compensation Plans




The
Company does not have any equity compensation plans or any individual
compensation arrangements with respect to its common stock or preferred stock.
The issuance of any of our common or preferred stock is within the discretion of
our Board of Directors, which has the power to issue any or all of our
authorized but unissued shares without stockholder approval.




Recent
Sales of Unregistered Securities




On
February 9, 2009, the Company offered and sold 31,340,000 shares of Common Stock
to Mr. William Tay, its sole officer and director, in exchange for incorporation
fees and annual resident agent fees in the State of Delaware, and developing our
business concept and plan. The Company sold these shares of Common Stock under
the exemption from registration provided by Section 4(2) of the Securities
Act.




13




We relied
upon Section 4(2) of the Securities Act of 1933, as amended for the above
issuances. We believed that Section 4(2) was available because:




•
            None
      of these issuances involved underwriters, underwriting discounts or
      commissions;•
            We
      placed restrictive legends on all certificates issued;•
            No
      sales were made by general solicitation or advertising;•
            Sales
      were made only to accredited
investors




In
connection with the above transactions, we provided the following to all
investors:




•
            Access
      to all our books and records.•
            Access
      to all material contracts and documents relating to our
      operations.•
            The
      opportunity to obtain any additional information, to the extent we
      possessed such information, necessary to verify the accuracy of the
      information to which the investors were given
  access.




The
Company’s Board of Directors has the power to issue any or all of the authorized
but unissued Common Stock without stockholder approval. The Company currently
has no commitments to issue any shares of common stock. However, the Company
will, in all likelihood, issue a substantial number of additional shares in
connection with a business combination. Since the Company expects to issue
additional shares of common stock in connection with a business combination,
existing stockholders of the Company may experience substantial dilution in
their shares. However, it is impossible to predict whether a business
combination will ultimately result in dilution to existing shareholders. If the
target has a relatively weak balance sheet, a business combination may result in
significant dilution. If a target has a relatively strong balance sheet, there
may be little or no dilution.




Issuer
Purchases of Equity Securities




None.




Item
6.  Selected Financial Data




As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.




Item
7.   Management’s Discussion and Analysis of Financial Condition and
Results of Operation.




We were
organized as a vehicle to investigate and, if such investigation warrants,
acquire a target company or business seeking the perceived advantages of being a
publicly held corporation. Our principal business objective for the next 12
months and beyond such time will be to achieve long-term growth potential
through a combination with a business rather than
immediate, short-term earnings. We will not restrict our potential candidate
target companies to any specific business, industry or geographical location
and, thus, may acquire any type of business.




14




We do not
currently engage in any business activities that provide cash flow. The costs of
investigating and analyzing business combinations for the next 12 months and
beyond such time will be paid with amounts to be loaned to or invested in us by
our stockholders, management or other investors.




During
the next twelve months we anticipate incurring costs related to:




(i)
filing of Exchange Act reports, and




(ii)
costs relating to consummating an acquisition.




We
believe we will be able to meet these costs through amounts, as necessary, to be
loaned to or invested in us by our stockholders, management or other
investors.




We may
consider a business which has recently commenced operations, is a developing
company in need of additional funds for expansion into new products or markets,
is seeking to develop a new product or service, or is an established business
which may be experiencing financial or operating difficulties and is in need of
additional capital. In the alternative, a business combination may involve the
acquisition of, or merger with, a company which does not need substantial
additional capital, but which desires to establish a public trading market for
its shares, while avoiding, among other things, the time delays, significant
expense, and loss of voting control which may occur in a public
offering.




Any
target business that is selected may be a financially unstable company or an
entity in its early stages of development or growth, including entities without
established records of sales or earnings. In that event, we will be subject to
numerous risks inherent in the business and operations of financially unstable
and early stage or potential emerging growth companies. In addition, we may
effect a business combination with an entity in an industry characterized by a
high level of risk, and, although our management will endeavor to evaluate the
risks inherent in a particular target business, there can be no assurance that
we will properly ascertain or assess all significant risks.




Our
management anticipates that it will likely be able to effect only one business
combination, due primarily to our limited financing, and the dilution of
interest for present and prospective stockholders, which is likely to occur as a
result of our management’s plan to offer a controlling interest to a target
business in order to achieve a tax-free reorganization. This lack of
diversification should be considered a substantial risk in investing in us,
because it will not permit us to offset potential losses from one venture
against gains from another.




15




We
anticipate that the selection of a business combination will be complex and
extremely risky. Because of general economic conditions, rapid technological
advances being made in some industries and shortages of available capital, our
management believes that there are numerous firms seeking even the limited
additional capital which we will have and/or the perceived benefits of becoming
a publicly traded corporation. Such perceived benefits of becoming a publicly
traded corporation include, among other things, facilitating or improving the
terms on which additional equity financing may be obtained, providing liquidity
for the principals of and investors in a business, creating a means for
providing incentive stock options or similar benefits to key employees, and
offering greater flexibility in structuring acquisitions, joint ventures and the
like through the issuance of stock. Potentially available business combinations
may occur in many different industries and at various stages of development, all
of which will make the task of comparative investigation and analysis of such
business opportunities extremely difficult and complex.




We do not
currently intend to retain any entity to act as a “finder” to identify and
analyze the merits of potential target businesses.




Off-Balance
Sheet Arrangements




The
Company does not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on the Company’s financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to investors.




Contractual
Obligations




As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.




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




As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.




Item
8.   Financial Statements and Supplementary Data.




Please
see the financial statements beginning on page F-1 located elsewhere in this
annual report on Form 10-K and incorporated herein by reference.




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




There are
not and have not been any disagreements between the Company and its accountants
on any matter of accounting principles, practices or financial statement
disclosure.




16




Item
9A(T). Controls and Procedures.




Evaluation of Disclosure
Controls and Procedures




The
Company’s management is responsible for establishing and maintaining a system of
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Exchange Act) that is designed to ensure that information required to
be disclosed by the Company in the reports that the Company files or submits
under the Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in the Commission’s rules and forms. Disclosure
controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Exchange Act is accumulated and
communicated to the issuer’s management, including its principal executive
officer or officers and principal financial officer or officers, or persons
performing similar functions, as appropriate to allow timely decisions regarding
required disclosure.




In
accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was
completed under the supervision and with the participation of the Company’s
management, including the Company’s President, Principal Financial Officer and
Secretary, of the effectiveness of the design and operation of the Company’s
disclosure controls and procedures as of the end of the period covered by this
Annual Report. Based on that evaluation, the Company’s sole officer concluded
that the Company’s disclosure controls and procedures were effective in
providing reasonable assurance that information required to be disclosed in the
Company’s reports filed or submitted under the Exchange Act was recorded,
processed, summarized, and reported within the time periods specified in the
Commission’s rules and forms.




Evaluation
of Internal Controls over Financial Reporting




This
annual report does not include a report of management’s assessment regarding
internal control over financial reporting or an attestation report of the
company’s registered public accounting firm due to a transition period
established by rules of the Securities and Exchange Commission for newly public
companies.




Changes
in Internal Controls over Financial Reporting




There
have been no significant changes to the Company’s internal controls over
financial reporting that occurred during our last fiscal quarter of the year
ended December 31, 2009, that materially affected, or were reasonably likely to
materially affect, our internal controls over financial reporting.




17




Item
9B. Other Information.




Not
applicable.




PART
III




Item
10. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act.




(a)
Identification of Directors and Officers.




A.
Identification of Directors and Officers. The current officers and directors
will serve for one year or until their respective successors are elected and
qualified. They are:




Name
            
            Age
            
            Position(s)William
      Tay
            
            38
            
            Chairman
      of the Board of Directors, Chief Executive
              Officer,
      President, Secretary and Treasurer




William Tay  is the
Chairman of the Board of Directors, Chief Executive Officer, President,
Secretary and Treasurer of the Company. Mr. Tay has served as an officer
and Director of the Company since February 9, 2009. His business experience is
as follows:




William Tay, age 38, has been
the President, Chief Financial Officer, Secretary and Director of Glacier
Enterprises, Inc., a Delaware corporation, since its inception on February 9,
2009. For the past five years, Mr. Tay has been a business consultant,
specializing in corporate and securities consulting services for small to medium
sized entrepreneurial companies. Mr. Tay has years of experience in starting new
enterprises; having spent the last 10 years in forming many companies and
providing consulting services to a variety of businesses. He has experience
in business reorganizations and cross border business transactions. Mr. Tay has
also been involved in rehabilitating dormant shell companies in the past for
sale to or acquisition by target companies. Prior to that, Mr. Tay was a
licensed National Association of Securities Dealers (NASD) Series 7 Registered
Representative, with several broker/dealer firms in New York.




18




B.
Significant Employees.




As of the
date hereof, the Company has no significant employees.




C. Family
Relationships.




There are
no family relationships among directors, executive officers, or persons
nominated or chosen by the issuer to become directors or executive
officers.




D.
Involvement in Certain Legal Proceedings.




There
have been no events under any bankruptcy act, no criminal proceedings and no
judgments, injunctions, orders or decrees material to the evaluation of the
ability and integrity of any director, executive officer, promoter or control
person of Registrant during the past five years.




Compliance
with Section 16(a) of the Exchange Act




Section
16(a) of the Exchange Act requires the Company’s directors and officers, and
persons who beneficially own more than 10% of a registered class of the
Company’s equity securities, to file reports of beneficial ownership and changes
in beneficial ownership of the Company’s securities with the SEC on Forms 3, 4
and 5. Officers, directors and greater than 10% stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.




Based
solely on the Company’s review of the copies of the forms received by it during
the fiscal year ended December 31, 2009 and written representations that no
other reports were required, the Company believes that believes that no person
who, at any time during such fiscal year, was a director, officer or beneficial
owner of more than 10% of the Company’s common stock failed to comply with all
Section 16(a) filing requirements during such fiscal years.




Code
of Ethics




We have
not adopted a Code of Business Conduct and Ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions in that our sole officer and
director serve in these capacities.




19




Nominating
Committee




We have
not adopted any procedures by which security holders may recommend nominees to
our Board of Directors.




Audit
Committee




The Board
of Directors acts as the audit committee. The Company does not have a qualified
financial expert at this time because it has not been able to hire a qualified
candidate. Further, the Company believes that it has inadequate financial
resources at this time to hire such an expert. The Company intends to continue
to search for a qualified individual for hire.




Item
11.   Executive Compensation.




Our
officer and director does not receive any compensation for services rendered to
the Company since inception, has not received such compensation in the past, and
is not accruing any compensation pursuant to any agreement with the Company. No
remuneration of any nature has been paid for or on account of services rendered
by a director in such capacity. Our officers and directors intend to devote no
more than a few hours a week to our affairs.




Our
officers and directors will not receive any finder’s fee, either directly or
indirectly, as a result of any efforts to implement our business plan outlined
herein.




It is
possible that, after we successfully consummates a business combination with an
unaffiliated entity, that entity may desire to employ or retain one or a number
of members of our management for the purposes of providing services to the
surviving entity. However, we have adopted a policy whereby the offer of any
post-transaction employment to members of management will not be a consideration
in our decision whether to undertake any proposed transaction.




No
retirement, pension, profit sharing, stock option or insurance programs or other
similar programs have been adopted for the benefit of its
employees.




There are
no understandings or agreements regarding compensation our management will
receive after a business combination that is required to be included in this
table, or otherwise.




Director
Compensation




We do not
currently pay any cash fees to our directors, nor do we pay directors’ expenses
in attending board meetings.




20




Employment
Agreements




The
Company is not a party to any employment agreements.




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




(a)
Security ownership of certain beneficial owners.




The
following table sets forth, as of March 16, 2010, the number of shares of Common
Stock owned of record and beneficially by executive officers, directors and
persons who hold 5% or more of the outstanding Common Stock of the Company. Also
included are the shares held by all executive officers and directors as a
group.




Name
      and Address
            
            Amount
      and Nature of
              Beneficial
      Ownership
            
            Percentage
      of ClassKeystone
      Active Trader LLC
              13722
      Cleveland Ave NW
              Uniontown,
      OH 44685
            
            31,026,600
            
            99%All
      Officers and Directors as a group
            
            31,026,600
            
            99%




Item
13. Certain Relationships and Related Transactions.




Except as
otherwise indicated herein, there have been no related party transactions, or
any other transactions or relationships required to be disclosed pursuant to
Item 404 of Regulation S-K.




Item
14.  Principal Accounting Fees and Services.




Stan J.H.
Lee, CPA (“SJHL”) is the Company’s independent registered public accounting
firm.




Audit
Fees




The firm
of SJHL acts as our principal accountant. Our sole officer and director, Mr.
William Tay, paid $1,100 on our behalf to SJHL during the period from February
9, 2009 (inception) to April 30, 2009 for its audit of our financial statements
which were included in our Form 10-12G filed with the United States Securities
and Exchange Commission on May 26, 2009, and as amended on June 30, 2009 and
July 29, 2009.




21




Audit-Related
Fees




There
were no fees billed by SJHL for assurance and related services that are
reasonably related to the performance of the audit or review of the Company’s
financial statements for the fiscal year ended December 31, 2009.




Tax
Fees




There
were no fees billed by SJHL for professional services for tax compliance, tax
advice, and tax planning for the fiscal year ended December 31,
2009.




All
Other Fees




There
were no fees billed by SJHL for other products and services for the fiscal year
ended December 31, 2009.




Audit
Committee’s Pre-Approval Process




The Board
of Directors acts as the audit committee of the Company, and accordingly, all
services are approved by all the members of the Board of Directors.






PART
IV





Item
15. Exhibits, Financial Statement Schedules.




(a)
Exhibits:




Exhibit
      No.
            
            Description3.1*
            
            Certificate
      of Incorporation3.2*
            
            By-laws31.1
            
            Certification
      of the Company’s Principal Executive Officer pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual
      Report on Form 10-K for the year ended December 31,
200931.2
            
            Certification
      of the Company’s Principal Executive Officer and Principal Financial
      Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with
      respect to the registrant’s Annual Report on Form 10-K for the year ended
      December 31, 200932.1
            
            Certification
      of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of
      200232.2
            
            Certification
      of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of
      2002


_____________________




* Filed
as an exhibit to the Company’s registration statement on Form 10-12G, as filed
with the United States Securities and Exchange Commission on May 26, 2009 and
incorporated herein by this reference.




22




(b)
The following documents are filed as part of the report:




1.
Financial Statements: Balance Sheet, Statement of Operations, Statement of
Stockholder’s Equity, Statement of Cash Flows, and Notes to Financial
Statements.




We are an
inactive entity as defined by Section 3-11 of Regulation S-X. Accordingly, the
financial statements required for purposes of reports pursuant to the Securities
Exchange Act of 1934 are unaudited.






SIGNATURES






In
accordance with 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.




GLACIER ENTERPRISES,
      INC.Dated:
      March 31, 2010
            By:
            /s/
      Geoffrey W NehrenzGeoffrey
      W NehrenzPresident
      and DirectorPrincipal
      Executive OfficerPrincipal
      Financial Officer




In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.




Title
            
            Date/s/
      Geoffrey W Nehrenz
            
            President,
      Secretary, Chief
            
            March
      31, 2010Geoffrey
      W Nehrenz
            
            Financial
      Officer and Sole Director










23




GLACIER
ENTERPRISES, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 BALANCE
SHEET
 (UNAUDITED)
  As
      of
                December
      31, 2009ASSETSCurrent
      AssetsCash
      and cash equivalents
              
              $
              —Total
      Current Assets
              
              
              —Total
      Assets
              
              $
              —LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      Liabilities
              
              $
              —Total
      Liabilities
              
              
              —Stockholders’
      Equity (Deficit)Preferred
      stock - $.0001 par value; 20,000,000 shares
                authorized;
      0 shares issued and outstandingCommon
      stock - $.0001 par value; 250,000,000 shares
                authorized;
      31,340,000 shares issued and outstanding
              
              
              3,134Deficit
      accumulated during development stage
              
              
              (3,134
              )Total
      Stockholders’ Equity (Deficit)
              
              
              —Total
      Liabilities and Stockholders’ Equity
              
              $
              —
  The
accompanying notes are an integral part of these financial
statements.
  F-1
  GLACIER
ENTERPRISES, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENTS
OF OPERATIONS
 (UNAUDITED)
  As
      of
                December
      31, 2009
              
              
              February
      9, 2009
                (inception)
      to
                December
      31, 2009RevenuesRevenues
              
              $
              —
              
              
              $
              —Total
      Revenues
              
              
              —
              
              
              
              —Operating
      Costs and ExpensesGeneral
      & Administrative Expenses
              
              
              3,134
              
              
              
              3,134Total
      Operating Costs and Expenses
              
              
              3,134
              
              
              
              3,134Net
      Income (Loss)
              
              $
              (3,134
              )
              
              $
              (3,134
              )Basic
      and diluted loss per common share
              
              $
              (0.00
              )
              
              $
              (0.00
              )Basic
      and diluted weighted average
                Common
      shares outstanding
              
              
              31,340,000
              
              
              
              31,340,000
  The
accompanying notes are an integral part of these financial
statements.
  F-2
  GLACIER
ENTERPRISES, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENTS
OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
  Common
      StockShares
              
              Amount
              
              Additional
                Paid
      In
                Capital
              
              (Deficit
                Accumulated
                during
      the
                development
                stage)
              
              TotalCommon
      shares issued for services tofounder
      on February 9, 2009
              
              
              31,340,000
              
              
              $
              3,134
              
              
              $
              —
              
              
              $
              —
              
              
              $
              3,134Net
      loss
              
              
              
              
              
              
              —
              
              
              
              —
              
              
              
              (3,134
              )
              
              
              (3,134
              )Balance
      at December 31, 2009
              
              
              31,340,000
              
              
              $
              3,134
              
              
              $
              —
              
              
              $
              (3,134
              )
              
              $
              —
  The
accompanying notes are an integral part of these financial
statements.
  F-3
  GLACIER
ENTERPRISES, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENTS
OF CASH FLOWS
 (UNAUDITED)
  As
      of
                December
      31, 2009Cash
      Flows from Operating ActivitiesNet
      income (loss)
              
              $
              (3,134
              )Changes
      in working capitalNet
      Cash Provided (Used) by Operating Activities
              
              
              (3,134
              )Cash
      Flows from Investing Activities
              
              
              —Net
      Cash Used in Investing Activities
              
              
              —Cash
      Flows from Financing ActivitiesCommon
      stock issued to founder for services rendered
              
              $
              3,134Net
      Cash Provided by Financing Activities
              
              
              3,134Net
      Change in Cash and Cash Equivalents
              
              
              —Cash
      and Cash Equivalents at Beginning of Period
              
              
              —Cash
      and Cash Equivalents at End of Period
              
              $
              —Noncash
      Financing and Investment ActivitiesCommon
      stock issued to founder for services rendered
              
              
              3,134Supplemental
      Cash Flow InformationInterest
      paid
              
              $
              —Income
      taxes paid
              
              $
              —
  The
accompanying notes are an integral part of these financial
statements.
  F-4
  GLACIER
ENTERPRISES, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS
OF DECEMBER 31, 2009
   NOTE
1 BUSINESS DESCRIPTION AND ORGANIZATION
  Glacier
Enterprises, Inc. ("Glacier") was incorporated in Delaware on February 9, 2009
and has been inactive since inception. Glacier intends to serve as a vehicle to
effect an asset acquisition, merger, exchange of capital stock or other business
combination with a domestic or foreign business.
  NOTE
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  Basis of
Presentation - Development Stage Company
  Glacier
has not earned any revenue from operations. Accordingly, Glacier’s activities
have been accounted for as those of a “Development Stage Company” as set forth
in Financial Accounting Standards Board Statement No. 7. Among the disclosures
required by SFAS 7 are that Glacier’s financial statements be identified as
those of a development stage company, and that the statements of operations,
stockholders’ equity and cash flows disclose activity since the date of
Glacier’s inception.
  Glacier
has elected a fiscal year ending on December 31.
  A.
    Cash and cash equivalents
  Cash and
cash equivalents include cash on hand, cash accounts, interest bearing savings
accounts and time certificates of deposit with a maturity of three months or
less when purchased.
  B.
    Use of estimates
  The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
  C.
    Income Taxes
  Glacier
accounts for income taxes under the Financial Accounting Standards Board (FASB)
Statement No. 109, “Accounting for Income Taxes.”  Under Statement 109,
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. Under Statement 109, the
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date. There were
no current or deferred income tax expense or benefits due to Glacier not having
any material operations for the period ended December 31, 2009.
 
 F-5
 
 D.
    Basic Loss Per Common Share
  Basic
loss per common share has been calculated based on the weighted average number
of shares outstanding during the period after giving retroactive effect to stock
splits. There are no dilutive securities at December 31, 2009 for purposes of
computing fully diluted earnings per share.
  E.
    Impact of New Accounting Standards
  Glacier
does not expect the adoption of recently issued accounting pronouncements to
have a significant impact on Glacier’s results of operations, financial
position, or cash flow.
  NOTE
3 SHAREHOLDER’S EQUITY
  Preferred
Stock
  Glacier’s
board of directors has the authority to establish and fix the designation,
powers, or preferences of preferred shares without further vote by the
shareholders.
  Glacier
has the following classes of capital stock as of December 31, 2009:
  •
              Common
      stock – 250,000,000 shares authorized; $0.0001 par value; 31,340,000
      shares issued and outstanding.•
              Preferred
      stock – 20,000,000 shares authorized; $0.0001 par value; no shares issued
      and outstanding.
    F-6