U.S.
SECURITIES AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 FORM
10-K
 ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE
ACT OF 1934
 
 For
the fiscal year ended March 31, 2009
 
 Commission file number: 333-151419
 
 FENARIO,
INC.
 (Exact
name of registrant as specified in its charter)
 
 Nevada
              
              74-3206736(State
      of incorporation)
              
              (I.R.S.
      Employer Identification No.)
 
 410 Park
Avenue, 15th
Floor
 New York, New York
10022
 (Address
of principal executive offices)
 
 (888)
251-3422
 (Registrant’s
telephone number, including area code)
 
 Securities
registered pursuant to Section 12(b) of the Exchange Act:
 None
 
 Securities
registered pursuant to Section 12(g) of the Exchange Act:
 Common
Stock, $0.0001 par value
 
 
 Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o No 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 o No x
 
 Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes x No o
 
 Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.   o
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
 Large
      accelerated filer
              o
              Accelerated
      filer
              oNon-accelerated
      filer
              o
              Smaller
      reporting company
              x(Do
      not check if a smaller reporting company)
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).
 Yes x No o
 
  
 State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently computed second fiscal
quarter. $450,000 based upon $0.05 per share which was the last price at which
the common equity purchased by non-affiliates was last sold, since there is no
public bid or ask price.
 
 The
number of shares of the issuer’s common stock issued and outstanding as of June
24, 2009 was 9,000,000 shares.
 
 Documents
Incorporated By Reference:  None
 
  
  TABLE
OF CONTENTS
 
 PagePART
    I
                
                1Item
1
                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
      II
                
                4Item
    5
                Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                4Item
    6
                Selected
      Financial Data
                4Item
    7
                Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operation
                5Item
    7A
                Quantitative
      and Qualitative Disclosures About Market Risk.
                11Item
    8
                Financial
      Statements.
                F-1 - F-9Item
    9
                Changes
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure
                12Item
      9A(T)
                Controls
      and Procedures
                12Item
    9B
                Other
      Information
                13PART
      III
                
                13Item
      10
                Directors,
      Executive Officers and Corporate Governance
                13Item
      11
                Executive
      Compensation
                14Item
      12
                Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                15Item
      13
                Certain
      Relationships and Related Transactions, and Director
      Independence
                16Item
      14
                Principal
      Accountant Fees and Services
                16PART
      IV
                
                17Item
    15
                Exhibits,
      Financial Statement Schedules
                17SIGNATURES
                
                18
 
  
  PART I
 
 Item
1.                 Business.
 
 As used
in this Annual Report on Form 10-K (this “Report”), references to the “Company,”
the “Registrant,” “we,” “our” or “us” refer to Fenario, Inc., unless the context
otherwise indicates.
 
 Forward-Looking
Statements
 
 This
Report contains forward-looking statements. For this purpose, any statements
contained in this Report that are not statements of historical fact may be
deemed to be forward-looking statements. Forward-looking information includes
statements relating to future actions, prospective products, future performance
or results of current or anticipated products, sales and marketing efforts,
costs and expenses, interest rates, outcome of contingencies, financial
condition, results of operations, liquidity, business strategies, cost savings,
objectives of management, and other matters. You can identify forward-looking
statements by those that are not historical in nature, particularly those that
use terminology such as “may,” “will,” “should,” “expects,” “anticipates,”
“contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,”
“potential,” or “continue” or the negative of these similar terms. The Private
Securities Litigation Reform Act of 1995 provides a “safe harbor” for
forward-looking information to encourage companies to provide prospective
information about themselves without fear of litigation so long as that
information is identified as forward-looking and is accompanied by meaningful
cautionary statements identifying important factors that could cause actual
results to differ materially from those projected in the
information.
 
 These
forward-looking statements are not guarantees of future performance and involve
risks, uncertainties and assumptions that we cannot predict. In evaluating these
forward-looking statements, you should consider various factors, including the
following: (a) those risks and uncertainties related to general economic
conditions, (b) whether we are able to manage our planned growth efficiently and
operate profitable operations, (c) whether we are able to generate sufficient
revenues or obtain financing to sustain and grow our operations, (d) whether we
are able to successfully fulfill our primary requirements for cash, which are
explained below under “Liquidity and Capital Resources”. We assume no obligation
to update forward-looking statements, except as otherwise required under the
applicable federal securities laws.
 
 Corporate
Background
 
 Fenario,
Inc. was incorporated on May 11, 2007 in the state of Nevada. We were initially
focused on developing and licensing proprietary software solutions for
healthcare providers, health care professionals and health insurance companies.
Currently, there is an increasing focus on medical cost containment within the
medical community and the general population as a whole. We were hoping to offer
advanced clinical, financial and management information software which is
focused on enabling the real time automation of routine patient
transactions.
 
 Our
offices are currently located at 410 Park Avenue, 15th Floor,
New York 10022.  Our telephone number is (917) 497-
2692.  We do not currently have a functioning website.
 
 On May
11, 2007, we issued an aggregate of 5,000,000 shares of our common stock to
Uziel Leibowitz, our President, Chief Executive Officer, Chairman, and
Director.  The shares were issued in consideration for the payment of
$500.
 
  1
  In
January 2008, we issued 4,000,000 shares of common stock to 40 investors at a
purchase price of $.01 per share for gross proceeds of $40,000, in a private
placement relying on the exemption from the registration requirements of the
Securities Act provided by Regulation S and/or Section 4(2) of the Securities
Act.  Each purchaser represented to us that such purchaser was not a
United States person (as defined in Regulation S) and was not acquiring the
shares for the account or benefit of a United States person. Each purchaser
further represented that at the time of the origination of contact concerning
the subscription for the shares and the date of the execution and delivery of
the subscription agreement for such shares, such purchaser was outside of the
United States. We did not make any offers in the United States, and there were
no selling efforts in the United States. There were no underwriters or
broker-dealers involved in the private placement and no underwriting discounts
or commissions were paid.
 
 On June
20, 2008, the Company commenced an offering of up to 3,000,000 shares of common
stock, $0.05 per share, pursuant to the prospectus contained in the Registration
Statement on Form S-1, filed with the Securities and Exchange Commission on June
4, 2008, and declared effective on June 19, 2008 (file number
333-151419).  On July 23, 2008, the Company closed the offering prior
to the offering termination date because it had not been successful at selling
any shares in the offering as of said date.
 
 Business
Overview
 
 Due to
the state of the economy, the Company has conducted virtually no business other
than organizational matters, filing its Registration Statement and filings of
periodic reports with the SEC. The Company has since abandoned its business plan
and is now seeking an operating company with which to merge or to
acquire.
 
 We are
now considered a blank check company. The U.S. Securities and Exchange
Commission (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
Securities Exchange Act of 1934, as amended (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.” Under SEC Rule 12b-2 under
the Securities Act of 1933, as amended (the “Securities Act”), we also qualify
as a “shell company,” because we have no or nominal assets (other than cash) and
no or nominal operations. 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.
 
 The
Company’s current business plan is to attempt to identify and negotiate with a
business target for the merger of that entity with and into the Company. In
certain instances, a target company may wish to become a subsidiary of ours or
may wish to contribute or sell assets to the Company rather than to merge. No
assurances can be given that we will be successful in identifying or negotiating
with any target company, or, if we do enter into such a business combination, no
assurances can be given as to the terms of a business combination, or as to the
nature of the target company. We seek to provide a method for a foreign or
domestic private company to become a reporting or public company whose
securities are qualified for trading in the United States secondary
markets.
 
 Competition
 
 The  Company  is
an  insignificant  participant  among  firms  which  engage
in business combinations with, or financing
of,  development  stage  enterprises. There are
many established management and financial consulting companies and venture
capital firms which have significantly greater financial and personnel
resources, technical expertise and experience than the Company. In view of the
Company’s limited financial resources and management availability, the Company
will continue to be at a significant competitive disadvantage vis-a-vis the
Company’s competitors.
 
  2
  Regulation
and Taxation
 
 The
Investment Company Act of 1940 defines an “investment company” as an issuer
which is or holds  itself out as
being  engaged  primarily  in
the  business  of
investing,  reinvesting  or trading
of  securities.   While the Company does not intend
to  engage in  such activities, the Company could become
subject to regulations under the Investment Company Act of 1940 in the event the
Company obtains or continues to hold a minority in a number
of  development stage enterprises.
 
 The  Company  could  be  expected  to  incur  significant
registration  and compliance  costs if required to register
under the Investment Company  Act of 1940.  Accordingly,
management will continue to review the
Company’s  activities  from  time  to  time  with
a  view  toward  reducing  the
likelihood the Company could be classified as an “investment
company.”
 
 The
Company intends to structure a merger or acquisition in such manner as to
minimize Federal and state tax consequences to the Company and to any target
company.
 
 Employees
 
 We have
no full time employees at this time. All functions, including development,
strategy, negotiations and clerical are currently being provided on a voluntary
basis by our two officers.
 
 Item
1A.                      Risk
Factors
 
 A smaller
reporting company, as defined in Item 10 of Regulation S-K, is not required to
provide the information required by this item.
 
 
 Item
1B.                      Unresolved
Staff Comments
 
 None
 
 Item
2.                      Properties
 
 We
currently maintain our corporate offices at 410 Park Avenue, 15th Floor,
New York, NY 10022. We do not pay rent for this space because the amount of the
space we use at such office is de minimis. We believe that this space will be
sufficient until we start generating revenues and need to hire
employees.
 
 Item
3.                      Legal
Proceedings.
 
 There are
no pending legal proceedings to which the Company is a party or in which any
director, officer or affiliate of the Company, any owner of record or
beneficially of more than 5% of any class of voting securities of the Company,
or security holder is a party adverse to the Company or has a material interest
adverse to the Company. The Company’s property is not the subject of any pending
legal proceedings.
 
 Item
4.                      Submission
of Matters to a Vote of Security Holders.
  During
the period ending March 31, 2009, there has not been any matter which was
submitted to a vote of the Company’s shareholders through the solicitation of
proxies or otherwise.
 
  3
  PART II
 
 Item
5.                      Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities.
 
 Market
Information
 
 Our
common stock is eligible to be traded on the Over-The-Counter Bulletin Board
under the ticker symbol FENO. There has been no active trading in the Company’s
securities, and there has been no bid or ask prices quoted.
 
 Holders
 
 As of
June 24, 2009, there were 9,000,000 common shares issued and outstanding, which
were held by 41 stockholders of record.
 
 Dividends
 
 We have
never declared or paid any cash dividends on our common stock nor do we
anticipate paying any in the foreseeable future. Furthermore, we expect to
retain any future earnings to finance our operations and expansion. The payment
of cash dividends in the future will be at the discretion of our Board of
Directors and will depend upon our earnings levels, capital requirements, any
restrictive loan covenants and other factors the Board considers
relevant.
 
 Equity
Compensation Plans
 
 We do not
have any equity compensation plans.
 
 Recent
Sales of Unregistered Securities; Use of Proceeds from Registered
Securities
 
 On May
11, 2007 by action taken by our board of directors, we issued 5,000,000 shares
of our common stock to Uziel Leibowitz, our President, Chief Executive Officer,
Chairman, and Director.  The shares were issued in consideration for
the payment of $500.  This transaction was conducted in reliance upon
an exemption from registration provided under Section 4(2) of the Securities Act
of 1933, as amended.  Mr. Leibowitz was our officer and director and
had access to all of the information which would be required to be included in a
registration statement, and the transaction did not involve a public
offering.
 
 In
January 2008, we issued 4,000,000 shares of common stock to 40 investors at a
purchase price of $.01 per share, for gross proceeds of $40,000, in a private
placement relying on the exemption from the registration requirements of the
Securities Act provided by Regulation S and/or Section 4(2) of the Securities
Act.
 
 Purchases
of Equity Securities by the Small Business Issuer and Affiliated
Purchasers
 
 We have
not repurchased any shares of our common stock during the fiscal year ended
March 31, 2009.
 
 Item
6.                      Selected
Financial Data.
 
 A smaller
reporting company, as defined in Item 10 of Regulation S-K, is not required to
provide the information required by this item.
 
  4
  Item
7.                      Management’s
Discussion and Analysis of Financial Condition and Results of
Operations.
 
 Certain
statements contained in this Annual Report, including statements regarding the
anticipated development and expansion of our business, our intent, belief or
current expectations, primarily with respect to the future operating performance
of the Company and the services we expect to offer and other statements
contained herein regarding matters that are not historical facts, are
“forward-looking” statements.  Future filings with the Securities and
Exchange Commission, future press releases and future oral or written statements
made by us or with our approval, which are not statements of historical fact,
may contain forward-looking statements, because such statements include risks
and uncertainties, actual results may differ materially from those expressed or
implied by such forward-looking statements.
 
 All
forward-looking statements speak only as of the date on which they are made. We
undertake no obligation to update such statements to reflect events that occur
or circumstances that exist after the date on which they are made.
 
 Certain
statements contained in this prospectus, including statements regarding the
anticipated development and expansion of our business, our intent, belief or
current expectations, primarily with respect to the future operating performance
of Entertainment Art, Inc. All forward-looking statements speak only as of the
date on which they are made. We undertake no obligation to update such
statements to reflect events that occur or circumstances that exist after the
date on which they are made.
 
 Plan
of Operation - General
 
 During
the next 12 months, the Company intends to seek, investigate and, if such
investigation warrants, acquire an interest in one or
more  business  opportunities  presented to it by
persons or firms who or which desire to seek the perceived advantages of a
publicly held corporation. At this time, the  Company  has
no  plan,  proposal,  agreement,  understanding  or
arrangement to acquire or merge with any specific  business or
company,  and the Company has not  identified any
specific  business or company for  investigation
and  evaluation.  No member of management has had any
material discussions with any other company with respect to any acquisition of
that company.
 
 The
Company will not restrict its search to any specific business, industry or
geographical location, and the Company may participate in a business venture of
virtually any kind or nature. The discussion of the proposed plan of operation
under this caption and throughout this Annual Report is purposefully general and
is not meant to be restrictive of the Company’s virtually unlimited discretion
to search for and enter into potential business opportunities.
 
 The
Company will have to obtain funds in one or more private placements to finance
the operation of any acquired business. Persons purchasing securities in these
placements and other shareholders will likely not have the opportunity to
participate in the decision relating to any acquisition.  The
Company’s proposed business is sometimes referred to as a “blind pool” because
any investors  will entrust their investment  monies to the
Company’s  management before they have chance to analyze any ultimate
use to which their money may be put.
 
 Consequently,  the  Company’s  potential  success  is
heavily  dependent  on the Company’s management,
which  will  have  virtually  unlimited  discretion  in
searching for and entering into a business opportunity. None of the officers and
directors of the Company has had any experience in the proposed business of the
Company.  There can be no assurance that the Company will be able to
raise any funds in private placements.  In any private placement,
management may purchase shares on the same terms as offered in the private
placement.
 
  5
  Management
anticipates that it will only participate in one potential business venture.
This lack of diversification should be considered a substantial risk in
investing  in the  Company  because  it
will not  permit  the  Company to offset
potential  losses  from
one  venture  against  gains  from  another.  The
Company  may seek a business  opportunity  with a
firm which only  recently
commenced  operations,  or a developing  company
in need of additional funds for expansion  into new products or
markets,  or seeking to develop a new product or
service,  or
an  established  business  which may
be  experiencing  financial or
operating  difficulties and is in
the  need  for  additional  capital  which
is perceived  to be  easier  to raise by a
public  company.  In some instances, a business opportunity
may involve the acquisition or merger with a corporation which does not need
substantial additional cash but which desires to establish a public trading
market for its common stock.  The Company may purchase assets and
establish wholly owned subsidiaries in various businesses or purchase existing
businesses as subsidiaries.
 
 The
Company anticipates that the selection of a business opportunity in which to
participate will be complex and extremely risky.  Because of general
economic
conditions,  rapid  technological  advances being
made in some  industries,  and shortages  of
available  capital,  management  believes  that
there are numerous firms  seeking the benefits of a
publicly  traded  corporation.  Such  perceived
benefits of a publicly traded corporation may include  facilitating or
improving
the  terms  on  which  additional  equity  financing  may
be  sought,  providing liquidity  for
the  principals  of
a  business,  creating a means for  providing
incentive  stock  options  or  similar  benefits  to  key  employees,  providing
liquidity (subject to restrictions of applicable statutes) for all shareholders,
and other factors.  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.
 
 As part
of any transaction, the acquired company may require that management or other
stockholders  of the Company sell all or a portion of their shares to
the
acquired  company,  or  to  the  principals  of  the  acquired  company.  It
is anticipated that the sales price of such shares will be lower than the
current market price or anticipated market price of the Company’s Common
Stock.  The Company’s funds are not expected to be used for purposes
of any stock purchase from insiders.  The Company shareholders will
not be provided the opportunity to approve or consent to such
sale.  The opportunity to sell all or a portion of their shares in
connection with an acquisition may influence management’s decision to enter into
a specific transaction. However, management believes that since
the  anticipated  sales  price will be less
than  market  value,  that the potential of a
stock  sale by  management  will be
a  material  factor on their decision to enter a specific
transaction.
 
 The above
description of potential sales of management stock is not based upon any
corporate bylaw, shareholder or board resolution, or contract or agreement. No
other payments of cash or property are expected to be received by management in
connection with any acquisition.
 
 The
Company has not formulated any policy regarding the use of consultants or
outside advisors, but does not anticipate that it will use the services of such
persons.
 
  6
  The
Company has, and will continue to have, insufficient capital with which to
provide the owners of business opportunities with any significant cash or other
assets.  However, management believes the Company will offer owners of
business opportunities the opportunity to acquire a controlling ownership
interest in a public company at substantially less cost than is required to
conduct an initial public offering.  The owners of the business
opportunities will, however, incur significant post-merger or acquisition
registration costs in the event they wish to register a portion of their shares
for subsequent sale. The Company will also incur significant legal and
accounting costs in connection with the acquisition of a business opportunity
including the costs of preparing post-effective amendments,  Forms
8-K, agreements and related reports
and  documents  nevertheless,  the officers and
directors of the Company have not conducted  market research and are
not aware of statistical  data which would support the perceived
benefits of a merger or acquisition  transaction for the owners of a
business opportunity.
 
 The
Company does not intend to make any loans to any prospective merger or
acquisition candidates or to unaffiliated third parties.
 
 Sources
of Opportunities
 
 The
Company  anticipates that business  opportunities for
possible  acquisition will be referred by
various  sources,  including  its  officers  and  directors,
professional advisers, securities broker-dealers,  venture
capitalists,  members of the financial community, and others who may
present unsolicited proposals.
 
 The
Company will seek a potential business opportunity from all known sources, but
will rely principally on personal contacts of its officers and directors as well
as indirect associations between them and other business and professional
people.  It is not presently anticipated that the Company will engage
professional firms specializing in business acquisitions or
reorganizations.
 
 The
officers  and  directors  of the Company
are  currently  employed in other positions  and
will  devote only a portion of their time (not more than three hour
per week)  to the  business  affairs  of
the  Company,  until  such  time as an
acquisition  has been  determined  to be
highly  favorable.  In addition, in the face of competing
demands for their time, the officers and directors may grant priority to their
full-time positions rather than to the Company.
 
 Evaluation
of Opportunities
 
 The
analysis of new business opportunities will be undertaken by or under the
supervision of the officers and directors of the Company. Management intends to
concentrate on
identifying   prospective   business opportunities
which may be brought to its attention through present associations with
management.  In analyzing  prospective
business  opportunities,  management will consider such
matters as the available technical,  financial and managerial
resources;  working  capital  and  other  financial  requirements;
history  of operation,  if any; prospects for the
future;  present and expected competition; the quality and experience
of management services which may be available and the depth of
that  management;  the potential for
further  research,  development or
exploration;  specific  risk factors not
now  foreseeable  but which then may be anticipated to
impact the proposed activities of the Company;  the potential for
growth or expansion;  the potential for profit; the perceived public
recognition or acceptance of products,  services or trades;
name  identification;  and other
relevant  factors.  Officers and directors of each Company
will meet  personally
with   management  and  key  personnel  of  the  firm  sponsoring  the  business
opportunity as part of their investigation.  To the extent possible,
the Company intends to utilize written reports and personal investigation to
evaluate the above factors.  The Company will not acquire or merge
with any company for which audited financial statements cannot be
obtained.
 
  7
  It may be
anticipated that any opportunity in which the Company participates will present
certain risks. Many of these risks cannot be adequately identified prior to
selection of the specific opportunity, and the Company’s shareholders must,
therefore, depend on the ability of management to identify and evaluate such
risk. In the case of some of the opportunities available to the Company, it may
be  anticipated  that
the  promoters  thereof  have been unable to
develop a going concern or that such business is in
its  development  stage in that it has not
generated  significant revenues from its principal business activities
prior to the  Company’s  anticipation.  There is a
risk,  even  after  the  Company’s
participation  in the  activity  and the
related  expenditure  of the  Company’s
funds,  that
the  combined  enterprises  will  still
be unable to become a going concern or advance beyond the
development  stage.  Many of the opportunities may involve
new and untested products, processes, or market strategies which may not
succeed.  Such risks will be assumed by the Company and, therefore,
its shareholders.
 
 The
Company will not restrict its search for any specific kind of business, but may
acquire a venture which is in its preliminary or development stage, which is
already in operation, or in essentially any stage of its corporate life. It is
currently impossible to predict the status of any business in which the Company
may become  engaged,  in that such  business may
need  additional  capital,  may merely desire to
have its shares  publicly  traded,  or may seek
other perceived advantages which the Company may offer.
 
 Acquisition
of Opportunities
 
 In
implementing a structure for a particular business acquisition, the Company may
become a party to a merger, consolidation, reorganization, joint venture,
franchise or licensing agreement with another corporation or entity. It may also
purchase stock or assets of an existing business.  On the consummation
of a transaction, it is possible that the present management and shareholders of
the Company will not be in control of the Company. In addition, a majority or
all of
the  Company’s  officers  and  directors  may,  as  part  of  the  terms  of
the acquisition  transaction,  resign and be replaced by new
officers and  directors without a vote of the Company’s
shareholders.
 
 It is
anticipated that any securities issued in any such reorganization would be
issued in reliance on exemptions from registration under applicable Federal and
state securities laws.  In some circumstances, however, as a
negotiated element of this transaction, the Company may agree to register such
securities either at the time the transaction is consummated, under certain
conditions, or at specified time thereafter.  The issuance of
substantial additional securities and their  potential  sale
into any  trading  market  which
may  develop  in the Company’s  Common Stock may
have a depressive  effect on such market.  While the actual
terms of a transaction  to which the Company  may be a
party  cannot be predicted,  it may be expected that the
parties to the business transaction will find it desirable to avoid the creation
of a taxable event and thereby structure
the  acquisition  in  a
so  called  “tax  free”  reorganization  under  Sections
368(a)(1) or 351 of the Internal  Revenue Code of 1986, as amended
(the “Code”). In order to obtain tax free treatment under the Code, it may be
necessary for the owners of the acquired business to own 80% or more of the
voting stock of the surviving entity. In such event, the shareholders of the
Company,  including investors  in
this  offering,  would  retain  less  than
20% of the  issued  and outstanding  shares of the
surviving  entity,  which could result in significant
dilution in the equity of such shareholders.
 
 As part
of the Company’s investigation,  officers and directors of the Company
will meet personally  with  management and key
personnel,  may visit and inspect
material  facilities,  obtain  independent  analysis
or  verification of certain information provided, check references of
management and key personnel, and take other reasonable investigative measures,
to the extent of the Company’s limited financial resources and management
expertise.
 
  8
  The
manner in which each company participates in an opportunity will depend on the
nature of the opportunity, the respective needs and desires of the company and
other parties,  and  the  relative negotiating
strength of the company and its management.
 
 With
respect to any mergers or acquisitions, negotiations with target company
management will be expected to focus on the percentage of the Company which
target company shareholders would acquire in exchange for their shareholdings in
the target company.  Depending upon, among other things, the target
company’s assets and liabilities, the Company’s shareholders will in all
likelihood hold a lesser percentage ownership interest in the Company following
any merger or acquisition. The percentage ownership may be subject to
significant reduction in the event the Company acquires a target company with
substantial assets.  Any merger or acquisition effected by the Company
can be expected to have a significant dilutive effect on the percentage of
shares held by the Company’s shareholders.
 
 The
Company will not have sufficient funds (unless it is able to raise funds in a
private placement) to undertake any significant development, marketing and
manufacturing of any products which may be acquired.
 
 Accordingly,
following the acquisition of any such product, the Company will, in
all  likelihood,  be required to either seek debt or
equity  financing or obtain funding from third parties,  in
exchange for which the Company would probably be required  to give up
a  substantial  portion  of
its  interest  in any  acquired
product.  There is no assurance that the Company will be able either
to obtain additional financing or interest third parties in providing funding
for the further development, marketing and manufacturing of any products
acquired.
 
 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  costs
for  accountants,  attorneys and others.  If a
decision is made not to participate in a specific business opportunity the costs
therefore 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
of the Company of the related costs incurred.
 
 Management
believes that the Company may be able to benefit from the use of “leverage” in
the acquisition of a
business   opportunity.   Leveraging a transaction
involves the acquisition of a business through incurring significant
indebtedness for a large percentage of the purchase price for that
business.
 
 Through a
leveraged transaction, the Company would be required to use less of its
available funds for acquiring the business opportunity and, therefore, could
commit those funds to the operations of the business opportunity, to acquisition
of other business opportunities or to other activities.  The borrowing
involved in a leveraged transaction will ordinarily be secured by the assets of
the business opportunity to be acquired. If the business opportunity acquired is
not able to generate sufficient revenues to make  payments on the debt
incurred by the Company to acquire
that  business  opportunity,  the lender would be
able to
exercise  the  remedies  provided  by  law  or  by  contract.  These
leveraging techniques, while reducing the amount of funds that the Company must
commit to acquiring a business opportunity, may correspondingly increase the
risk of loss to the Company. No assurance can be given as to the terms or the
availability of financing for any acquisition by the Company.  No
assurance can be given as to the terms or the availability of financing for any
acquisition by the Company.
During  periods  when  interest  rates
are  relatively  high,  the  benefits  of
leveraging  are not as great as during  periods of
lower  interest rates because the investment in the
business  opportunity  held on a leveraged basis will only
be profitable if it generates  sufficient revenues to cover the
related debt and other costs of
the  financing.  Lenders  from which the Company
may obtain funds for  purposes  of
a  leveraged  buy-out  may
impose  restrictions  on the future
borrowing,  distribution,  and  operating  policies  of
the  Company.  It is not possible at this time to predict
the restrictions, if any, which lenders may impose or the impact thereof on the
Company.
 
  9
  Liquidity
and Capital Resources
 
 Our
balance sheet as of March 31, 2009 reflects cash assets in the amount of $340.
Cash and cash equivalents from inception to date have been sufficient to provide
the operating capital necessary to operate to date. The Company had no revenues
and incurred a net loss of $53,980 for the year ended March 31, 2009. During the
period from May 11, 2007 (inception) to March 31, 2008, the
Company incurred a net loss of $2,850.
 
 We do not
have sufficient resources to fund its expenses over the next twelve
months.  In January 2008, we issued 4,000,000 shares of common stock
to 40 investors at a purchase price of $.01 per share for gross proceeds of
$40,000.  There can be no assurance that additional capital will be
available to the Company. The Company currently has no agreements, arrangements
or understandings with any person to obtain funds through bank loans, lines of
credit or any other sources.  Since the Company has no such
arrangements or plans currently in effect, its inability to raise funds for the
above purposes will have a severe negative impact on its ability to remain a
viable company.
 
 Going
Concern Consideration
 
 The
Company is a development stage company and has not commenced planned principal
operations.  The Company had no revenues and incurred a net loss of
$53,980 for the year ended March 31, 2009, and a net loss of $2,850 for the
period May 11, 2007 (inception) to March 31, 2008.  In addition, the
Company had a working capital deficiency and stockholders' deficiency of $16,330
at March 31, 2009.  These factors raise substantial doubt about the
Company’s ability to continue as a going concern.
 
 There can
be no assurance that sufficient funds required during the next year or
thereafter will be generated from operations or that funds will be available
from external sources such as debt or equity financings or other potential
sources.  The lack of additional capital resulting from the inability
to generate cash flow from operations or to raise capital from external sources
would force the Company to substantially curtail or cease operations and would,
therefore, have a material adverse effect on its
business.  Furthermore, there can be no assurance that any such
required funds, if available, will be available on attractive terms or that they
will not have a significant dilutive effect on the Company’s existing
stockholders.
 
 
 Recently
Issued Accounting Pronouncements
 
 SAB 108
 
 In
September 2006, the SEC staff issued Staff Accounting Bulletin No. 108, Considering the Effects of Prior
Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements (SAB 108).  SAB 108 was issued in order to eliminate
the diversity in practice surrounding how public companies quantify financial
statement misstatements.  SAB 108 requires that registrants quantify
errors using both a balance sheet and income statement approach and evaluate
whether either approach results in a misstated amount that, when all relevant
quantitative and qualitative factors are considered, is material.  The
Company has considered the effect of SAB 108 to be not material.
 
  10
  SFAS 157
 
 In
September 2006, the FASB issued Statement of Financial Accounting Standards No.
157, Fair Value Measurements(SFAS 157).  SFAS 157 provides a common definition of fair
value and establishes a framework to make the measurement of fair value in
generally accepted accounting principles more consistent and
comparable.  SFAS 157 also requires expanded disclosures to provide
information about the extent to which fair value is used to measure assets and
liabilities, the methods and assumptions used to measure fair value, and the
effect of fair value measures on earnings.  SFAS 157 is effective for
the Company’s year end 2008, although early adoption is
permitted.  The Company has considered the effect of SFAS 157 to be
not material.
 
 SFAS 162
 
 The FASB
has issued FASB Statement No. 162, The Hierarchy of Generally Accepted
Accounting Principles (SFAS 162).  SFAS 162 is intended to
improve financial reporting by identifying a consistent framework, or hierarchy,
for selecting accounting principles to be used in preparing financial statements
that are presented in conformity with U.S. generally accepted accounting
principles for nongovernmental entities.  The hierarchy under SFAS 162
is as follows:
 
 ·
              FASB
      Statements of Financial Accounting Standards and Interpretations, FASB
      Statement 133 Implementation Issues, FASB Staff Positions, AICPA
      Accounting Research Bulletins and Accounting Principles Board Opinions
      that are not superseded by actions of the FASB, and Rules and interpretive
      releases of the SEC for SEC
registrants.
 
 ·
              FASB
      Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit and
      Accounting Guides and Statements of
Position.
 
 ·
              AICPA
      Accounting Standards Executive Committee Practice Bulletins that have been
      cleared by the FASB, consensus positions of the EITF, and Appendix D EITF
      topics.
 
 Statement
162 is effective 60 days following the SEC's approval of the PCAOB amendments to
AU Section 411, The Meaning of
Present Fairly in Conformity with Generally Accepted Accounting
Principles.  Since SFAS 162 is only effective for
nongovernmental entities, the GAAP hierarchy will remain in AICPA Statement on
Auditing Standards (SAS) No. 69, The Meaning of "Present Fairly in
Conformity with Generally Accepted Accounting Principles" in the
Independent Auditor's Report, for state and local governmental entities and
federal governmental entities.  The Company believes the adoption of
this standard will not have a material impact on the financial condition or the
results of the Company's operations.
 
 Off-Balance
Sheet Arrangements
 
 We have
no off-balance sheet arrangements.
 
 Item
7A.                      Quantitative
and Qualitative Disclosures About Market Risk.
 
 A smaller
reporting company, as defined by Item 10 of Regulation S-K, is not required to
provide the information required by this item.
 
  11
  Item
8.                      Financial
Statements.
   REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
   Board of
Directors and Stockholders
 Fenario,
Inc.
   We have
audited the accompanying balance sheets of Fenario, Inc. (a Development Stage
Company) (“the Company”) as of March 31, 2009 and 2008 and the related
statements of operations, stockholders’ equity (deficiency) and cash flows for
the year ended March 31, 2009, for the period May 11, 2007 (inception) to March
31, 2008 and for the period May 11, 2007 (inception) to March 31, 2009. These
financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
   We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. Also, an audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
   In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Fenario, Inc. at March 31, 2009 and
2008, and the results of its operations and its cash flows for the year ended
March 31, 2009, the period May 11, 2007 (inception) to March 31, 2008 and for
the period May 11, 2007 (inception) to March 31, 2009 in conformity with
accounting principles generally accepted in the United States of
America.
   The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. As discussed in Note 2 to the financial statements,
the Company has incurred an operating loss for the year ended March 31, 2009,
has had no revenues and has not commenced planned principal operations. These
factors raise substantial doubt about the Company’s ability to continue as a
going concern. Management’s plans regarding those matters are also described in
Note 2. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
   WOLINETZ,
LAFAZAN & COMPANY, P.C.
   Rockville
Centre, New York
 June 24,
2009
  
  F-1
  
  FENARIO,
INC.
 (A DEVELOPMENT STAGE
COMPANY)
 BALANCE
SHEET
  ASSETSMarch
      31,2009
                                          
                                          
                                          2008Current
      Assets:Cash
                                          
                                          $
                                          340
                                          
                                          
                                          $
                                          32,150Total
      Current Assets
                                          
                                          
                                          340
                                          
                                          
                                          
                                          32,150Deferred
      Offering Costs
                                          
                                          
                                          -
                                          
                                          
                                          
                                          7,500Total
      Assets
                                          
                                          $
                                          340
                                          
                                          
                                          $
                                          39,650LIABILITIES
      AND STOCKHOLDERS’ EQUITY (DEFICIENCY)Current
      Liabilities:Accounts
      Payable
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          2,000Accrued
      Liabilities
                                          
                                          
                                          1,170
                                          
                                          
                                          
                                          -Loans
      Payable
                                          
                                          
                                          15,500
                                          
                                          
                                          
                                          -Total
      Current Liabilities
                                          
                                          
                                          16,670
                                          
                                          
                                          
                                          2,000Total
      Liabilities
                                          
                                          
                                          16,670
                                          
                                          
                                          
                                          2,000Commitments
      and ContingenciesStockholders’
      Equity (Deficiency):Preferred
      Stock, $.0001 par value; 5,000,000 shares authorized, none issued and
      outstanding
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -Common
      Stock, $.0001 par value; 500,000,000 shares authorized, 9,000,000 shares
      issued and outstanding
                                          
                                          
                                          900
                                          
                                          
                                          
                                          900Additional
      Paid-In Capital
                                          
                                          
                                          39,600
                                          
                                          
                                          
                                          39,600Deficit
      Accumulated During the Development Stage
                                          
                                          
                                          (56,830
                                          )
                                          
                                          
                                          (2,850
                                          )Total
      Stockholders’ Equity (Deficiency)
                                          
                                          
                                          (16,330
                                          )
                                          
                                          
                                          37,650Total
      Liabilities and Stockholders’ Equity (Deficiency)
                                          
                                          $
                                          340
                                          
                                          
                                          $
                                          39,650
 
  The
accompanying notes are an integral part of these financial
statements.
  F-2
   FENARIO,
INC.
 (A DEVELOPMENT STAGE
COMPANY)
 STATEMENT OF
OPERATIONS
 
 For
      the Period
                                                    
                                                    
                                                    For
      the PeriodFor
      the
                                                    
                                                    
                                                    May
      11, 2007
                                                    
                                                    
                                                    May
      11, 2007Year
      Ended
                                                    
                                                    
                                                    (Inception)
      to
                                                    
                                                    
                                                    (Inception)
      toMarch
      31, 2009
                                                    
                                                    
                                                    March
      31, 2008
                                                    
                                                    
                                                    March
      31, 2009Net
      Revenues
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    -Costs
      and Expenses:Professional
      Fees
                                                    
                                                    
                                                    50,310
                                                    
                                                    
                                                    
                                                    2,000
                                                    
                                                    
                                                    
                                                    52,310Other
      Selling, General andAdministrative
      Expenses
                                                    
                                                    
                                                    3,500
                                                    
                                                    
                                                    
                                                    850
                                                    
                                                    
                                                    
                                                    4,350Total
      Costs and Expenses
                                                    
                                                    
                                                    53,810
                                                    
                                                    
                                                    
                                                    2,850
                                                    
                                                    
                                                    
                                                    56,660Loss
      from Operations
                                                    
                                                    
                                                    (53,810
                                                    )
                                                    
                                                    
                                                    (2,850
                                                    )
                                                    
                                                    
                                                    (56,660
                                                    )Other
      Income (Expense):Interest
      Expense
                                                    
                                                    
                                                    (170
                                                    )
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    (170
                                                    )Net
      Loss
                                                    
                                                    $
                                                    (53,980
                                                    )
                                                    
                                                    $
                                                    (2,850
                                                    )
                                                    
                                                    $
                                                    (56,830
                                                    )Basic
      and Diluted Loss Per Share
                                                    
                                                    $
                                                    (.01
                                                    )
                                                    
                                                    $
                                                    (.00
                                                    )Weighted
      Average Common SharesOutstanding
                                                    
                                                    
                                                    9,000,000
                                                    
                                                    
                                                    
                                                    5,938,272
  The
accompanying notes are an integral part of these financial
statements.
  F-3
  
  FENARIO,
INC.
 (A DEVELOPMENT STAGE
COMPANY)
 STATEMENT OF STOCKHOLDERS’
EQUITY (DEFICIENCY)
 FOR THE PERIOD MAY 11, 2007
(INCEPTION) TO MARCH 31, 2009
  DeficitAdditional
                          
                          
                          AccumulatedCommon
      Stock
                          
                          
                          Paid
      -In
                          
                          
                          During
      theShares
                          
                          
                          Amount
                          
                          
                          Capital
                          
                          
                          Development
      Stage
                          
                          
                          TotalBalance,
      May 11, 2007
                          
                          
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -Common
      Stock Issued to Founder at $.0001 per share, May 2007
                          
                          
                          5,000,000
                          
                          
                          
                          500
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          500Common
      Stock Issued to Private Investors at $.01 Per Share, January
      2008
                          
                          
                          4,000,000
                          
                          
                          
                          400
                          
                          
                          
                          39,600
                          
                          
                          
                          -
                          
                          
                          
                          40,000Net
      Loss for the Period
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (
      2,850
                          )
                          
                          
                          (
      2,850
                          )Balance,
      March 31, 2008
                          
                          
                          9,000,000
                          
                          
                          
                          900
                          
                          
                          
                          39,600
                          
                          
                          
                          (
      2,850
                          )
                          
                          
                          37,650Net
      Loss for the year ended March 31, 2009
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (53,980
                          )
                          
                          
                          (53,980
                          )Balance,
      March 31, 2009
                          
                          
                          9,000,000
                          
                          
                          $
                          900
                          
                          
                          $
                          39,600
                          
                          
                          $
                          (56,830
                          )
                          
                          $
                          (16,330
                          )
 
  The
accompanying notes are an integral part of these financial
statements.
   F-4
  
  FENARIO,
INC.
 (A DEVELOPMENT STAGE
COMPANY)
 STATEMENT OF CASH
FLOWS
  
 For
      the Period
                                          
                                          
                                          For
      the PeriodFor
      the
                                          
                                          
                                          May
      11, 2007
                                          
                                          
                                          May
      11, 2007Year
      Ended
                                          
                                          
                                          (Inception)
      to
                                          
                                          
                                          (Inception)
      toMarch
      31, 2009
                                          
                                          
                                          March
      31, 2008
                                          
                                          
                                          March
      31, 2009Cash
      Flows from Operating Activities:Net
      Loss
                                          
                                          $
                                          (53,980
                                          )
                                          
                                          $
                                          (2,850
                                          )
                                          
                                          $
                                          (56,830
                                          )Adjustments
      to Reconcile Net Loss to Net Cash Used in Operating
      Activities:Decrease
      in Deferred Offering Costs
                                          
                                          
                                          7,500
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -(Decrease)
      Increase in Accounts Payable
                                          
                                          
                                          (2,000
                                          )
                                          
                                          
                                          2,000
                                          
                                          
                                          
                                          -Increase
      in Accrued Liabilities
                                          
                                          
                                          1,170
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          1,170Net
      Cash Used in Operating Activities
                                          
                                          
                                          (47,310
                                          )
                                          
                                          
                                          (850
                                          )
                                          
                                          
                                          (55,660
                                          )Cash
      Flows from Investing Activities:
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -Cash
      Flows from Financing Activities:Proceeds
      of Loans Payable
                                          
                                          
                                          15,500
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          15,500Proceeds
      from Sale of Common Stock
                                          
                                          
                                          -
                                          
                                          
                                          
                                          40,500
                                          
                                          
                                          
                                          40,500Payment
      of Deferred Offering Costs
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (7,500
                                          )
                                          
                                          
                                          -Net
      Cash Provided by Financing Activities
                                          
                                          
                                          15,500
                                          
                                          
                                          
                                          33,000
                                          
                                          
                                          
                                          56,000(Decrease)
      Increase in Cash
                                          
                                          
                                          (31,810
                                          )
                                          
                                          
                                          32,150
                                          
                                          
                                          
                                          340Cash
      – Beginning of Period
                                          
                                          
                                          32,150
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -Cash
      – End of Period
                                          
                                          $
                                          340
                                          
                                          
                                          $
                                          32,150
                                          
                                          
                                          $
                                          340Supplemental
      Disclosures of Cash Flow Information:Interest
      Paid
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -Income
      Taxes Paid
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -
 
  The
accompanying notes are an integral part of these financial
statements.
  
  F-5
  
  FENARIO,
INC.
 (A DEVELOPMENT STAGE
COMPANY)
 NOTES TO FINANCIAL
STATEMENTS
  NOTE 1
-                Summary of Significant
Accounting Policies
 
 Organization
 
 Fenario,
Inc. (“the Company”) was incorporated on May 11, 2007 under the laws of the
State of Nevada.
 
 The
Company has not yet generated revenues from planned principal operations and is
considered a development stage company as defined in Statement of Financial
Accounting Standards (“SFAS”) No. 7. The Company intended to focus on developing
and licensing proprietary software solutions for healthcare providers,
healthcare professionals and health insurance companies The Company has since
abandoned its business plan and is now seeking an operating company with which
to merge or acquire. Accordingly, the Company is now considered a blank check
company. There is no assurance, however, that the
Company will achieve its objectives or goals.
 
 Cash and Cash
Equivalents
 
 The
Company considers all highly-liquid investments purchased with a maturity of
three months or less to be cash equivalents.
 
 Deferred Offering
Costs
 
 Deferred
offering costs of $7,500 related to a proposed offering of common stock by the
Company were written off during the year ended March 31, 2009 as professional
fees since the proposed offering was terminated on July 23, 2008 and no shares
were sold under the proposed offering.
 
 Revenue
Recognition
 
 For
revenue from product sales, the Company will recognize revenue in accordance
with Staff Accounting Bulletin No. 104, “Revenue Recognition” (SAB No. 104),
which superseded Staff Accounting Bulletin No. 101, “Revenue Recognition in
Financial Statements” (SAB No. 101). SAB No. 104 requires that four basic
criteria must be met before revenue can be recognized: (1) persuasive evidence
of an arrangement exists; (2) delivery has occurred; (3) the selling price is
fixed and determinable; and (4) collectibility is reasonably assured.
Determination of criteria (3) and (4) are based on management’s judgment
regarding the fixed nature of the selling prices of the products delivered and
the collectibility of those amounts. Provisions for discounts and rebates to
customers, estimated returns and allowance, and other adjustments will be
provided for in the same period the related sales are recorded.
 
 Advertising
Costs
 
 Advertising
costs will be charged to operations when incurred. The Company did not incur any
advertising costs during the year ended March 31, 2009 or for the period May 11,
2007 (inception) to March 31, 2008.
 
 Income
Taxes
 
 The
Company accounts for income taxes using the asset and liability method described
in SFAS No. 109, “Accounting For Income Taxes”, the objective of which is to
establish deferred tax assets and liabilities for the temporary differences
between the financial reporting and the tax bases of the Company’s assets and
liabilities at enacted tax rates expected to be in effect when such amounts are
realized or settled. A valuation allowance related to deferred tax assets is
recorded when it is more likely than not that some portion or all of the
deferred tax assets will not be realized.
 
  F-6
  
 FENARIO,
INC.
 (A DEVELOPMENT STAGE
COMPANY)
 NOTES TO FINANCIAL
STATEMENTS
 
 NOTE 1
-                Summary of Significant
Accounting Policies(Continued)
 
 Loss Per
Share
 
 The
computation of loss per share is based on the weighted average number of common
shares outstanding during the period presented. Diluted loss per common share is
the same as basic loss per common share as there are no potentially dilutive
securities outstanding (options and warrants).
 
 Accounting
Estimates
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosures of contingent assets and liabilities at the date of
the financial statements, and the reported amount of revenues and expenses
during the reported period. Actual results could differ from those
estimates.
 
 Fair Value of Financial
Instruments
 
 The
carrying value of cash, accounts payable and loans payable approximates fair
value because of the immediate or short-term maturity of these financial
instruments.
 
 Research and
Development
 
 Research
and development costs will be charged to expense as incurred. The Company did
not incur any research and development costs during the year ended March 31,
2009 or the period May 11, 2007 (inception) to March 31, 2008.
 
 Recently Issued Accounting
Pronouncements
 
 SAB 108
 
 In
September 2006, the SEC staff issued Staff Accounting Bulletin No. 108, Considering the Effects of Prior
Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements
 
 (SAB
108). SAB 108 was issued in order to eliminate the diversity in practice
surrounding how public companies quantify financial statement misstatements. SAB
108 requires that registrants quantify errors using both a balance sheet and
income statement approach and evaluate whether either approach results in a
misstated amount that, when all relevant quantitative and qualitative factors
are considered, is material. The Company has considered the effect of SAB 108 to
be not material.
 
 SFAS 157
 
 In
September 2006, the FASB issued Statement of Financial Accounting Standards No.
157, Fair Value Measurements(SFAS 157). SFAS 157 provides a common definition of fair value and
establishes a framework to make the measurement of fair value in generally
accepted accounting principles more consistent and comparable. SFAS 157 also
requires expanded disclosures to provide information about the extent to which
fair value is used to measure assets and liabilities, the methods and
assumptions used to measure fair value, and the effect of fair value measures on
earnings. SFAS 157 is effective for the Company’s year end 2008, although early
adoption is permitted. The Company has considered the effect of SFAS 157 to be
not material.
 
 
  F-7
  
 FENARIO,
INC.
 (A DEVELOPMENT STAGE
COMPANY)
 NOTES TO FINANCIAL
STATEMENTS
 
 NOTE 1
-                Summary of Significant
Accounting Policies(Continued)
 
 Recently Issued Accounting
Pronouncements(Continued)
 
 SFAS 162
 
 The FASB
has issued FASB Statement No. 162, The Hierarchy of Generally Accepted
Accounting Principles(SFAS 162). SFAS 162 is intended to improve
financial reporting by identifying a consistent framework, or hierarchy, for
selecting accounting principles to be used in preparing financial statements
that are presented in conformity with U.S. generally accepted accounting
principles for nongovernmental entities. The hierarchy under SFAS 162 is as
follows:
 
 •
                FASB
      Statements of Financial Accounting Standards and Interpretations, FASB
      Statement 133 Implementation Issues, FASB Staff Positions, AICPA
      Accounting Research Bulletins and Accounting Principles Board Opinions
      that are not superseded by actions of the FASB, and Rules and interpretive
      releases of the SEC for SEC registrants.•
                FASB
      Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit and
      Accounting Guides and Statements of Position.•
                AICPA
      Accounting Standards Executive Committee Practice Bulletins that have been
      cleared by the FASB, consensus positions of the EITF, and Appendix D EITF
      topics.
 
 Statement
162 is effective 60 days following the SEC's approval of the PCAOB amendments to
AU Section 411, The Meaning of
Present Fairly in Conformity with Generally Accepted Accounting
Principles. Since SFAS 162 is only effective for nongovernmental
entities, the GAAP hierarchy will remain in AICPA Statement on Auditing
Standards (SAS) No. 69, The
Meaning of "Present Fairly in Conformity with Generally Accepted Accounting
Principles"in the Independent Auditor's Report, for state and local
governmental entities and federal governmental entities. The Company believes
the adoption of this standard will not have a material impact on the financial
condition or the results of the Company's operations.
 
 NOTE 2
-                Going
Concern
 
 The
Company is a development stage company and has not commenced planned principal
operations. The Company had no revenues and incurred a net loss of $53,980 for
the year ended March 31, 2009, and a net loss of $2,850 for the period May 11,
2007 (inception) to March 31, 2008. In addition, the Company had a working
capital deficiency and stockholders' deficiency of $16,330 at March 31, 2009.
These factors raise substantial doubt about the Company’s ability to continue as
a going concern.
 
 There can
be no assurance that sufficient funds required during the next year or
thereafter will be generated from operations or that funds will be available
from external sources such as debt or equity financings or other potential
sources. The lack of additional capital resulting from the inability to generate
cash flow from operations or to raise capital from external sources would force
the Company to substantially curtail or cease operations and would, therefore,
have a material adverse effect on its business. Furthermore, there can be no
assurance that any such required funds, if available, will be available on
attractive terms or that they will not have a significant dilutive effect on the
Company’s existing stockholders.
 
 The
accompanying financial statements do not include any adjustments related to the
recoverability or classification of asset-carrying amounts or the amounts and
classification of liabilities that may result should the Company be unable to
continue as a going concern.
 
  F-8
  
 
 FENARIO,
INC.
 (A DEVELOPMENT STAGE
COMPANY)
 NOTES TO FINANCIAL
STATEMENTS
 
 NOTE 3
-                Income
Taxes
 
 At March
31, 2009, the Company had available a net-operating loss carry-forward for
Federal tax purposes of approximately $55,000, which may be applied against
future taxable income, if any, through 2028. Certain significant changes in
ownership of the Company may restrict the future utilization of these tax loss
carry-forwards.
 
 At March
31, 2009, the Company has a deferred tax asset of approximately $19,000
representing the benefit of its net operating loss carry-forward. The Company
has not recognized the tax benefit because realization of the tax benefit is
uncertain and thus a valuation allowance has been fully provided against the
deferred tax asset. The difference between the Federal Statutory Rate of 34% and
the Company’s effective tax rate of 0% is due to an increase in the valuation
allowance of approximately $18,000 for the year ended March 31,
2009.
 
 NOTE 4
-                Common
Stock
 
 In May
2007 the Company issued 5,000,000 shares of common stock to the Founder for
$500.
 
 In
January 2008 the Company sold 4,000,000 shares of common stock to private
investors at $.01 per share for gross proceeds of $40,000.
 
 NOTE 5
-                Preferred
Stock
 
 The
Company’s Board of Directors may, without further action by the Company’s
stockholders, from time to time, direct the issuance of any authorized but
unissued or unreserved shares of preferred stock in series and at the time of
issuance, determine the rights, preferences and limitations of each series. The
holders of preferred stock may be entitled to receive a preference payment in
the event of any liquidation, dissolution or winding-up of the Company before
any payment is made to the holders of the common stock. Furthermore, the board
of directors could issue preferred stock with voting and other rights that could
adversely affect the voting power of the holders of the common
stock.
 
 NOTE 6
-                Loans
Payable
 
 Loans
payable are due on demand and bear interest at 5% per annum.
  F-9
 Item
9.                      Changes
in and Disagreements With Accountants on Accounting and Financial
Disclosure.
 
 None.
 
 Item
9A.                   Controls
and Procedures.
 
 Under the
supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, we evaluated the effectiveness of
our disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act) as of March 31, 2009. Based upon that
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures were effective as of March 31,
2009.
 
 There has
not been any change in our internal control over financial reporting (as defined
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal
year ended March 31, 2009 that has materially affected, or is reasonably
likely to materially affect, our internal control over financial
reporting.
 
 Item
9A(T).              Controls
and Procedures.
 
 Management's
annual report on internal control over financial reporting
 
 Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is
defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a process
designed by, or under the supervision of, a company’s principal executive and
principal financial officers and effected by the company’s board of directors,
management and other personnel to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles and includes those policies and procedures that:
 
 ·
              pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of the assets of the
      Company;
 
 ·
              provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that receipts and expenditures of the Company
      are being made only in accordance with authorizations of management and
      directors of the Company; and
 
 ·
              provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of the Company’s assets that
      could have a material effect on the financial
  statements.
 
 Management
acknowledges its responsibility for establishing and maintaining adequate
internal controls over financial reporting. We are not in compliance with
Section 404 of the Sarbanes-Oxley Act of 2002, but intend to commence shortly
the system and process of documentation and evaluation needed to comply with
Section 404.
 
  12
  Attestation
report of the registered public accounting firm
 
 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 the Company's 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.
 
 Changes
in internal control over financial reporting
 
 During
the year ended March 31, 2009, there was no change in our internal control over
financial reporting that has materially affected, or is reasonably likely to
materially affect our internal control over financial reporting.
 
 Item
9B.                      Other
Information.
 
 None.
 PART III
 
 Item
10.                      Directors,
Executive Officers and Corporate Governance.
 
 Directors
and Executive Officers
 
 The
following table sets forth certain information regarding the members of our
board of directors and our executive officers:
 
 
 Name
                  
                  Age
                  
                  Positions
      and Offices HeldUziel
      Leibowitz
                  
                  36
                  
                  Director,
      Chairman, President and Chief Executive OfficerNathan
      Birnak
                  
                  25
                  
                  Director,
      Secretary
 
 Uziel Leibowitz has been our
Chairman, President and CEO since we were established. Mr. Leibowitz currently
owns and operates a small medical billing consulting firm and has been doing so
since the spring of 2001.  His area of expertise is assisting start-
up medical practice implement effective medical billing software.  To
assist his clients, Mr. Uziel employs various medical billing software systems.
Prior to starting his own consulting business in Jerusalem, Israel, Uziel worked
as a medical biller at the office of Dr. David Cohen in Jerusalem, Israel during
the period of 1999 through the summer of 2001.
 
 Nathan Birnak has been our
secretary since we were established. Mr. Birnak is currently a freelance
accountant in the Tel -Aviv - Jerusalem, Israel area. Mr. Birnak has operated in
this capacity since the summer of 2003. The previous years, Nathan studied
economics at a local university and intends to return to school on a part time
basis to gain a masters degree in accounting.
 
 There are
no familial relationships among any of our directors or
officers.  None of our directors or officers is a director in any
other U.S. reporting companies.  None of our directors or officers has
been affiliated with any company that has filed for bankruptcy within the last
five years.  The Company is not aware of any proceedings to which any
of the Company’s officers or directors, or any associate of any such officer or
director, is a party adverse to the Company or any of the Company’s subsidiaries
or has a material interest adverse to it or any of its
subsidiaries.
 
  13
  Each
director of the Company serves for a term of one year or until the successor is
elected at the Company's annual shareholders' meeting and is qualified, subject
to removal by the Company's shareholders.  Each officer serves, at the
pleasure of the board of directors, for a term of one year and until the
successor is elected at the annual meeting of the board of directors and is
qualified.
 
 Section
16(a) Beneficial Ownership Reporting Compliance
 
 Section
16(a) of the Securities Exchange Act of 1934 requires officers and directors of
the Company and persons who own more than ten percent of a registered class of
the Company's equity securities to file reports of ownership and changes in
their ownership with the Securities and Exchange Commission, and forward copies
of such filings to the Company. We believe, based solely on our review of the
copies of such forms, that during the fiscal year ended December 31, 2008, all
reporting persons complied with all applicable Section 16(a) filing
requirements.
 
 Auditors
 
 Wolinetz,
Lafazan & Company, P.C., an independent registered public accounting firm,
is our auditor.
 
 We do not
currently have a Code of Ethics applicable to our principal executive, financial
and accounting officers. We do not have a “financial expert” on the board or an
audit committee or nominating committee.
 
 Potential
Conflicts of Interest
 
 Since we
do not have an audit or compensation committee comprised of independent
directors, the functions that would have been performed by such committees are
performed by our directors. The Board of Directors has not established an audit
committee and does not have an audit committee financial expert, nor has the
Board established a nominating committee. The Board is of the opinion that such
committees are not necessary since the Company has only two directors, and to
date, such directors have been performing the functions of such committees.
Thus, there is a potential conflict of interest in that our directors and
officers have the authority to determine issues concerning management
compensation, nominations, and audit issues that may affect management
decisions. We are not aware of any other conflicts of interest with any of our
executive officers or directors.
 
 Involvement
in Certain Legal Proceedings
 
 There are
no legal proceedings that have occurred within the past five years concerning
our directors, or control persons which involved a criminal conviction, a
criminal proceeding, an administrative or civil proceeding limiting one's
participation in the securities or banking industries, or a finding of
securities or commodities law violations.
 
 Item
11.                      Executive
Compensation
 
 Summary
Compensation
 
 Since our
incorporation on May 11, 2007, we have not paid any compensation to our
directors or officers in consideration for their services rendered to our
Company in their capacity as such.  We have no employment agreements
with any of our directors or executive officers.  We have no pension,
health, annuity, bonus, insurance, stock options, profit sharing or similar
benefit plans.
 
  14
  Since our
incorporation on May 11, 2007, no stock options or stock appreciation rights
were granted to any of our directors or executive officers.  We have
no equity incentive plans.
 
 Outstanding
Equity Awards
 
 Since our
incorporation on May 11, 2007, none of our directors or executive officers has
held unexercised options, stock that had not vested, or equity incentive plan
awards.
 
 Compensation
of Directors
 
 Since our
incorporation on May 11, 2007, no compensation has been paid to any of our
directors in consideration for their services rendered in their capacity as
directors.
 
 
 Item
12.                      Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
 
 The
following table lists, as of June 24, 2009, the number of shares of common stock
of our Company that are beneficially owned by (i) each person or entity known to
our Company to be the beneficial owner of more than 5% of the outstanding common
stock; (ii) each officer and director of our Company; and (iii) all officers and
directors as a group. Information relating to beneficial ownership of common
stock by our principal shareholders and management is based upon information
furnished by each person using “beneficial ownership” concepts under the rules
of the Securities and Exchange Commission. Under these rules, a person is deemed
to be a beneficial owner of a security if that person has or shares voting
power, which includes the power to vote or direct the voting of the security, or
investment power, which includes the power to vote or direct the voting of the
security. The person is also deemed to be a beneficial owner of any security of
which that person has a right to acquire beneficial ownership within 60 days.
Under the Securities and Exchange Commission rules, more than one person may be
deemed to be a beneficial owner of the same securities, and a person may be
deemed to be a beneficial owner of securities as to which he or she may not have
any pecuniary beneficial interest. Except as noted below, each person has sole
voting and investment power.
 
 The
percentages below are calculated based on 9,000,000 shares of our common stock
issued and outstanding as of June 24, 2009.  We do not have any
outstanding options, warrants or other securities exercisable for or convertible
into shares of our common stock.  Unless otherwise indicated, the
address of each person listed is c/o Fenario, Inc., 410 Park Avenue, 15th Floor,
New York, NY 10022.
 
 
 Name
      of Beneficial Owner
                  
                  Number
      of Shares
                    of
      Common Stock
                    Beneficially
      Owned
                  
                  Percent
      of
                    Common
      Stock
                    Beneficially
      OwnedUziel
      Leibowitz
                  
                  5,000,000
                  
                  55.5%Nathan
      Birnak
                  
                  0
                  
                  0%All  directors  and
      executive
      officers  as  a  group  (two)  persons)
                  
                  5,000,000
                  
                  55.5%
 
   15
  Item
13.                      Certain
Relationships and Related Transactions
 
 On May
11, 2007 by action taken by our board of directors, we issued 5,000,000 shares
of our common stock to Uziel Leibowitz, our President, Chief Executive Officer,
Chairman, and Director.  The shares were issued in consideration for
the payment of $500.  This transaction was conducted in reliance upon
an exemption from registration provided under Section 4(2) of the Securities Act
of 1933, as amended.  Mr. Leibowitz was our officer and director and
had access to all of the information which would be required to be included in a
registration statement, and the transaction did not involve a public
offering.
 
 Director
Independence
 
 We are
not subject to listing requirements of any national securities exchange or
national securities association and, as a result, we are not at this time
required to have our board comprised of a majority of “independent directors.”
We do not believe that any of our directors currently meet the definition of
“independent” as promulgated by the rules and regulations of the American Stock
Exchange.
 
 Item
14.                      Principal
Accounting Fees and Services
 
 Our
principal independent accountant is Wolinetz, Lafazan & Company, P.C. Their
pre-approved fees billed to the Company are set forth below:
 
 For
      Fiscal Year Ended
                  March 31,
      2009
                
                
                Period
      From May 11, 2007 (Inception) to
                  March 31,
      2008Audit
      Fees
                
                $
                8,500
                
                
                $
                10,000Audit
      Related Fees
                
                $
                0
                
                
                $
                0Tax
      Fees
                
                $
                0
                
                
                $
                450All
      Other Fees
                
                $
                0
                
                
                $
                0
 
 As of
March 31, 2009, the Company did not have a formal documented pre-approval policy
for the fees of the principal accountant. The Company does not have an audit
committee. The percentage of hours expended on the principal accountant's
engagement to audit our financial statements for the most recent fiscal year
that were attributed to work performed by persons other than the principal
accountant's full-time, permanent employees was 0%.
 
  16
  PART IV
 
 Item
15.                      Exhibits.
Financial Statement Schedules
 
 Exhibit
                
                Description3.1
                
                Certificate
      of Incorporation of Registrant (filed as Exhibit 3.1 to Registration
      Statement, filed with the Securities and Exchange Commission on June 4,
      2008, file no. 333-151419)3.2
                
                By-Laws
      of Registrant (filed as Exhibit 3.2 to Registration Statement, filed with
      the Securities and Exchange Commission on June 4, 2008, file no.
      333-151419)4.1
                
                Form
      of Stock Certificate (filed as Exhibit 4.1 to Registration Statement,
      filed with the Securities and Exchange Commission on June 4, 2008, file
      no. 333-151419)5.1
                
                Opinion
      of David Lubin & Associates, PLLC regarding the legality of the
      securities being registered (filed as Exhibit 5.1 to Registration
      Statement, filed with the Securities and Exchange Commission on June 4,
      2008, file no. 333-151419)10.1
                
                Form
      of Regulation S Subscription Agreement (filed as Exhibit 10.1 to
      Registration Statement, filed with the Securities and Exchange Commission
      on June 4, 2008, file no. 333-151419)31.1
                Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      Section 302(a) of the Sarbanes-Oxley Act of 2002(filed
      herewith).32.1
                Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      Section 906 of the Sarbanes-Oxley (filed
  herewith).
 
  17
  SIGNATURES
 
 In accordance with Section 13 or 15(d)
of the Exchange Act, the registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
 
 FENARIO,
      INC.Date:
      June 25, 2009
              By:
              /s/
      Uziel LeibowitzName:
      Uziel LeibowitzTitle:
      President, Chief Executive Officer, Chairman, and Director (Principal
      Executive, Financial, and 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.
 
 Date:
      June 25, 2009
              By:
              /s/
      Uziel LeibowitzName:
      Uziel LeibowitzTitle:
      President, Chief Executive Officer, Chairman, and Director (Principal
      Executive, Financial, and Accounting
Officer)
 
 Date:
      June 25, 2009
              By:
              /s/
      Nathan BirnakName:
      Nathan BirnakTitle:
      Secretary and Director
  18