UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-K


(Mark
One)


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




For the
fiscal year ended: June 30,
2009




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




For the
transition period from ________ to ________





Commission
File No. 000-53360





BETHESDA C0801,
INC.


(Exact
name of registrant as specified in its charter)





Nevada
              
              26-1863101(State
      or other jurisdiction of incorporation or organization)
              
              (I.R.S.
      Employer Identification No.)





2519 McMullen Booth Road,
Suite 510-308, Clearwater, FL 33761


(Address
of principal executive offices)





(727)
365-0327


Issuer’s
telephone number





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





None





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





Common Stock, par value
$0.0001 per share


(Title
of Class)





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


 ̈Yes xNo





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


 ̈Yes xNo





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


xYes  ̈No





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).


xYes  ̈No





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


xYes oNo





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer    ̈
              Accelerated
      filer      ̈Non-accelerated
      filer      ̈
              Smaller
      reporting company     x(Do
      not check if a smaller reporting company)





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


x Yes  ̈ No





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter.    $0





APPLICABLE
ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:





Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.


o  Yes   o  No





(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)





Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date.At September 28, 2009 there were
1,000,000 shares of common stock outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE


None





TABLE
OF CONTENTS




FORWARD-LOOKING STATEMENTS
                                                                        iPART IItem 1. Description of
    Business
                                                                        1Item 1A. Risk Factors.
                                                                        6Item 1B. Unresolved Staff
      Comments.
                                                                        11Item 2. Properties.
                                                                        12Item 3. Legal Proceedings.
                                                                        12Item 4. Submission of Matters to a Vote of
      Security Holders.
                                                                        12PART IIItem 5. Market for Registrant’s Common Equity,
      Related Stockholder Matters and Issuer Purchases of Equity
      Securities.
                                                                        12Item 6. Selected Financial
      Data.
                                                                        13Item 7. Management’s Discussion and Analysis of
      Financial Condition and Results of Operations.
                                                                        13Item 7A. Quantitative and Qualitative Disclosures
      About Market Risk.
                                                                        14Item 8. Financial Statements and Supplementary
      Data.
                                                                        14Item 9. Changes in and Disagreements With
      Accountants on Accounting and Financial Disclosure.
                                                                        14Item 9A. Controls and
      Procedures.
                                                                        14Item 9B. Other Information.
                                                                        15PART IIIItem 10. Directors, Executive Officers and
      Corporate Governance.
                                                                        15Item 11. Executive
      Compensation.
                                                                        18Item 12. Security Ownership of Certain Beneficial
      Owners and Management and Related Stockholder
    Matters.
                                                                        18Item 13. Certain Relationships and Related
      Transactions, and Director Independence.
                                                                        18Item 14. Principal Accounting Fees and
      Services.
                                                                        19PART IVItem 15. Exhibits, Financial Statement
      Schedules.
                                                                        19FINANCIAL STATEMENT INDEX
                                                                        21SIGNATURES
                                                                        22




FORWARD-LOOKING
STATEMENTS


This
Annual Report on Form 10-K and the documents incorporated by reference into the
Annual Report on Form 10-K include forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934.  These forward-looking statements can be
identified by the use of forward-looking terminology, including the words
“believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,”
“will,” “potential,” “continue,” or “should,” or, in each case, their negative
or other variations or comparable terminology.  Such statements
include, but are not limited to, any statements relating to our ability to
consummate any acquisition or other business combination and any other
statements that are not statements of current or historical facts. These
statements are based on management’s current expectations, but actual results
may differ materially due to various factors, including, but not limited to, our
being a development stage company with no operating history; our lack of
funding; the inexperience of our management with respect to our business plan;
our potential inability to consummate a business combination with an operating
company that is generating revenues; the possibility that our company may never
generate revenues; unknown risks that may attend to a business with which we
consummate a business combination; our personnel allocating their time to other
businesses and potentially having conflicts of interest with our business; the
ownership of our securities being concentrated, and those other risks and
uncertainties detailed herein and in the Company’s filings with the Securities
and Exchange Commission.









By their
nature, forward-looking statements involve risks and uncertainties because they
relate to events and depend on circumstances that may or may not occur in the
future.  We caution you that forward-looking statements are not
guarantees of future performance and that our actual results of operations,
financial condition and liquidity, and developments in the industry in which we
operate may differ materially from those made in or suggested by the
forward-looking statements contained in this Annual Report on Form
10-K.  In addition, even if our results of operations, financial
condition and liquidity, and developments in the industry in which we operate
are consistent with the forward-looking statements contained in this Annual
Report on Form 10-K, those results or developments may not be indicative of
results or developments in subsequent periods.




These
forward-looking statements are subject to numerous risks, uncertainties and
assumptions about us described in “Risk Factors.”  The forward-looking
events we discuss in this Annual Report on Form 10-K speak only as of the date
of such statement and might not occur in light of these risks, uncertainties and
assumptions.  Except as required by applicable law, we undertake no
obligation and disclaim any obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.


ii


PART
I





Item
1. Description of Business





General





Bethesda
C0801, Inc. (“we”, “us”, the “Company” or like terms) was incorporated in the
State of Nevada on January 22, 2008.  We are a developmental stage
company and have not generated any revenues to date.  We were
organized to serve as a vehicle for a business combination through a capital
stock exchange, merger, asset acquisition or other similar business combination
(a “Business Combination”) with an operating or development stage business (the
“Target Business”) which desires to utilize our status as a reporting company
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
which such transactions sometimes are referred to as "reverse acquisitions" or
"reverse mergers."  Since our inception, we have engaged in only
limited business operations relating to our organization and registering our
class of common stock under the Security Exchange Act of 1934 (Exchange
Act).  We have no full-time employees and do not own or lease any
property.  None of our officers or directors has ever served as an
officer or director of a development stage public company with the business
purpose of acquiring a Target Business.
 
 Given
that our current assets consist only of cash and a nominal receivable from a
related party, we have no current operations and our proposed business
contemplates entering into a Business Combination with an operating company, we
are a “shell company,” which is defined in Rule 405 under the Securities Act of
1933, as amended (the “Securities Act”), as a company which has (i) no
or nominal operations; and (ii) either (x)no or
nominal assets; (y) assets consisting solely of cash and cash
equivalents; or (z) assets consisting of any amount of cash
and cash equivalents and nominal other assets.




We are
not presently engaged in, and will not engage in, any substantive commercial
business operations until we consummate a Business Combination, if
ever.  We are currently in the process of identifying and evaluating
targets for a Business Combination but we do not have any specific Business
Combination under consideration.  Our efforts to identify a
prospective Target Business will not be limited to a particular industry or
geographic location.  In the case of all possible acquisitions, we
intend to seek to consummate the acquisition which is most attractive and
provides the greatest opportunity for creating securityholder
value.  The determination of which entity is the most attractive would
be based on our analysis of a variety of factors, including whether such
acquisition would be in the best interests of our securityholders, the terms of
the acquisition and the perceived quality of the business of the Target
Business, among other factors described below.  We believe that the
owners of potential Target Businesses may find an acquisition by us to be an
easier and less dilutive means to achieve liquidity than an initial public
offering or other financing transactions. We cannot assure you that we will be
able to locate a target or that we will be able to engage in a transaction on
favorable terms or at all.





Affecting
a Business Combination





General





A
Business Combination may involve the acquisition of (which may be referred to as
a "reverse acquisition"), or merger with, a company that desires to have a class
of securities registered under the Exchange Act, while avoiding what it may deem
to be the adverse consequences of undertaking a public offering
itself.  These include time delays, significant expenses, possible
loss of voting control through dilution of their ownership position and
compliance with various federal and state securities laws.  As more
fully described below under the heading “Form of acquisition; Opportunity for
stockholder approval,” the proposed structure of a Business Combination
may not require that we seek stockholder approval for the transaction and
holders of our common stock may not have the opportunity to vote upon a proposed
Business Combination.





Search
for a target


We are
currently in the process of identifying and evaluating targets for a Business
Combination.  As described below in more detail, we have virtually
unrestricted flexibility in identifying and selecting prospective acquisition
candidates.  If we affect a Business Combination, we will be impacted
by the numerous risks inherent in the business and operations of the Target
Business.  The risks attendant to the Target Business may include
risks typical of a financially unstable company or an entity in its early stage
of development or growth, including entities without established records of
sales or earnings.  Although our management will endeavor to evaluate
the risks inherent in a particular target, we cannot assure you that we will
properly ascertain or assess all significant risk factors.










Sources
of Target Businesses





We intend
to source our target opportunities from various internal and external
sources.  Target candidates have been, and we anticipate will continue
to be, brought to our attention from affiliated and various unaffiliated
sources.  We believe that we will be able to identify target
opportunities from internal sources primarily resulting from personal contacts
and relationships that our officer and director and his affiliates have
developed and maintain with various professionals, including accountants,
consultants, bankers, attorneys and other investors, as a result of formal or
informal inquiries or discussions they may have, as well as attending trade
shows or conventions.  Target Business candidates may be brought to
our attention by unaffiliated sources as a result of being solicited by us
through calls or mailings.  These sources may also introduce us to
Target Businesses candidates in which they believe we may have an interest on an
unsolicited basis.  In addition, we may retain the services of agents
or other representatives to identify or locate suitable targets on our behalf,
though we have not engaged any such persons, to date.





In no
event will any of our officers, directors or stockholders, or any entity with
which they are affiliated, be paid any finder’s fee, consulting fee or other
compensation prior to, or for any services they render in connection with the
consummation of a Business Combination.  In the event that we retain
the services of professional firms or other individuals that specialize in
business acquisitions, we may pay a finder’s fee, consulting fee or other
compensation to be determined in an arm’s length negotiation based on the terms
of the transaction.  We have not adopted any policies with respect to
utilizing the services of consultants or advisors to assist in the
identification of a Target Business, the criteria to be used in selecting such
consultants or advisors, the services to be provided, the term of service, or
regarding the total amount of fees that may be paid.  However, because
of our limited cash resources, it is likely that any such fee we agree to pay
would be paid in shares of our common stock.





Selection
criteria of a Target Business





Our
management will have virtually unrestricted flexibility in identifying and
selecting a prospective Target Business.  We have not established any
specific attributes or criteria (financial or otherwise) for prospective Target
Businesses.  In evaluating a prospective Target Business, our
management will consider, among other factors, the following:




·
            financial
      condition and results of operation;




·
            growth
      potential;




·
            experience
      and skill of management and availability of additional
      personnel;




·
            capital
      requirements;




·
            competitive
      position;




·
            barriers
      to entry in the industry;




·
            stage
      of development of the products, processes or
  services;




·
            degree
      of current or potential market acceptance of the products, processes or
      services;




·
              proprietary
      features and degree of intellectual property or other protection of the
      products, processes or
services;




·
            regulatory
      environment of the industry; and




·
            costs
      associated with effecting the Business
  Combination.




2





These
criteria are not intended to be exhaustive or to in any way limit the board of
director’s unrestricted discretion to enter into a Business Combination with any
Target Business.  Any evaluation relating to the merits of a
particular Business Combination will be based, to the extent relevant, on the
above factors as well as other considerations deemed relevant by our
management.  In evaluating a prospective Target Business, we will
conduct as extensive a due diligence review of potential targets as possible
given the lack of information that may be available regarding private companies,
our limited personnel and financial resources and the inexperience of our
management with respect to such activities.  We expect that our due
diligence may include, among other things, meetings with the Target Business’s
incumbent management and inspection of its facilities, as well as a review of
financial and other information that is made available to us.  This
due diligence review likely will be conducted by our management.  Our
limited funds and the lack of full-time management will likely make it
impracticable to conduct a complete and exhaustive investigation and analysis of
a Target Business candidate before we consummate a Business
Combination.  Management decisions, therefore, will likely be made
without detailed feasibility studies, independent analysis, market surveys and
the like which, if we had more funds available to us, would be
desirable.  We will be particularly dependent in making decisions upon
information provided by the promoters, owners, sponsors or others associated
with the Target Business seeking our participation.





The time
and costs required to select and evaluate a Target Business and to structure and
complete the Business Combination cannot presently be ascertained with any
degree of certainty.  Any costs incurred with respect to the
identification and evaluation of a prospective Target Business with which a
Business Combination is not ultimately completed may result in a loss to
us.





Lack
of diversification





We expect
that we will be able to consummate a Business Combination with only one
candidate given that, among other considerations, we will not have the resources
to diversify our operations and the dilution of interest for our present and
prospective stockholders, which is likely to occur as a result of management's
plan to offer a controlling interest in our company to a Target Business in
order to achieve a tax free reorganization, as described
below.  Therefore, at least initially, the prospects for our success
may be entirely dependent upon the future performance of a single business and
we will not benefit from the possibility of spreading risks or offsetting losses
among multiple businesses.  By consummating a Business Combination
with a single entity, our lack of diversification may:





·
            subject
      us to numerous economic, competitive and regulatory developments, any or
      all of which may have a substantial adverse impact upon the particular
      industry in which we may operate subsequent to a Business Combination,
      and





·
            result
      in our dependency upon the development or market acceptance of a single or
      limited number of products, processes or
  services.





Limited
ability to evaluate the Target Business





Management’s assessment of a Target
Business will be based upon discussions with management of the Target Business
and a review of due diligence material relating to the Target Business available
to it during the evaluation period.  Any such assessment may not be
accurate.





Although
we intend to scrutinize the management of a prospective Target Business when
evaluating the desirability of affecting a Business Combination, we cannot
assure you that our assessment of the Target Business’s management will prove
accurate.  In addition, we cannot assure you that future management
will have the necessary skills, qualifications or abilities to manage a public
company.  Furthermore, the future role of our management in the Target
Business following a Business Combination cannot presently be stated with any
certainty, though it is unlikely that any of such persons will continue to be
associated with a Target Business with which we consummate a Business
Combination, other than as stockholders.


Given our
current resources, we will likely enter into a Business Combination with a
privately-held company.  Generally, very little public information
exists about these companies and we will be required to rely on the ability of
our management to obtain adequate information to evaluate the potential returns
from entering into a Business Combination with such a company.  If we
do not uncover all material information about a Target Business prior to a
Business Combination, we may not make a fully informed investment decision and
we may lose money on our investments.





3




Form
of acquisition; Opportunity for stockholder approval





The
manner in which we participate in a Business Combination will depend upon, among
other things, the nature of the opportunity and the respective requirements and
desires of management of our Company and of the Target Business.  In
addition, the structure of any Business Combination will be dispositive as to
whether stockholder approval of the Business Combination is
required.





Where
possible, we will attempt to structure a Business Combination to achieve the
most favorable tax treatment to us, the Target Business and both companies’
stockholders, taking into account other terms of the
transaction.  Depending on the circumstances of any acquisition,
however, we may not be able to structure a transaction in the most tax
advantageous manner.  Further, we cannot assure you that the Internal
Revenue Service or appropriate state tax authorities will agree with our tax
treatment of any transaction.





It is
likely that we will acquire our participation in a business opportunity by the
acquisition of Target Company through the issuance of our common stock or other
securities to the principals of the Target Business in exchange for all of the
outstanding stock of the Target Company.  Upon the consummation of
such a transaction, the Target Company would be a wholly owned subsidiary of our
Company.  In the case of an acquisition, the transaction may be
accomplished in the sole determination of management without any vote or
approval by stockholders.





Although
the terms of any Business Combination cannot be predicted, it is likely that we
will seek to structure a Business Combination to qualify as a tax free
transaction under the Internal Revenue Code of 1986, as amended (the
"Code").  Tax free treatment of such a transaction can be
accomplished, if structured correctly, either through the acquisition of all of
the outstanding shares of capital stock of a Target Business or through a merger
(either directly or through a wholly owned subsidiary of our Company) with a
Target Business.  Transactions by which non-operating public shells
acquire private operating companies either through the acquisition of the
outstanding shares of common stock of or by merging with the private operating
company are known as "reverse acquisitions" or "reverse mergers."





If the
transaction is structured as an acquisition (or reverse acquisition), we will
acquire our participation in a Target Business through the acquisition of all of
the outstanding shares of its capital stock in exchange for the issuance of our
common stock or other securities to the security holders of the Target
Business.  If the transaction is structured as a statutory merger or
consolidation, we would merge a Target Business with and into our
Company.





Acquisition:  Under
Section 368(a)(1) of the Code, in order for a stock exchange transaction to
qualify as a "tax free" reorganization, the holders of the stock of the target
must receive a number of shares of our capital stock equal to 80% or more of the
voting stock of our Company.  If a transaction were structured to take
advantage of these provisions rather than other "tax free" provisions provided
under the Code, our existing stockholders would, in such circumstances, retain
20% or less of the total issued and outstanding shares of the surviving
entity.  It is likely that our Company's stockholders at the time of
the Business Combination would retain substantially less than 20% of the total
issued and outstanding shares of our Company.  This would result in
substantial additional dilution to the equity of those persons who were
stockholders of our Company prior to such Business Combination.  As
part of such a transaction, all or a majority of the Company's then management
at the time may resign and new directors may be appointed without any vote by
stockholders.  An acquisition (or reverse acquisition) of will not
require the vote or approval of stockholders and may be accomplished in the sole
determination of management.


Merger:  In
a merger transaction, we would merge a Target Business with and into our Company
or a direct wholly-owned subsidiary of our Company.  Simultaneous with
the merger, we likely would affect a recapitalization of our securities in order
to achieve the desired percentages of ownership interest in our Company as the
surviving entity.  However, a proposed merger transaction would
require the approval of the holders of a majority of the outstanding shares of
our common stock, which may necessitate calling a stockholders' meeting to
obtain such approval.  The necessity to obtain stockholder approval
may result in delay and additional expense in the consummation of any proposed
transaction and will also give rise to certain rights to dissenting stockholders
who could require that the Company purchase their shares at a price equal to the
fair market value in cash.




4




In light
of the above, management likely will seek to structure a Business Combination as
an acquisition of the stock of the private operating company so as not to
require stockholder approval of the transaction.





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 significant management time and attention and
substantial cost for accountants, attorneys and others.  If a decision
is made not to participate in a specific business opportunity, the costs
incurred in the related investigation would not be
recoverable.  Furthermore, even if an agreement is reached for a
Business Combination, the failure to consummate that transaction may result in
the loss to the Company of the related costs incurred.





In the
case of either an acquisition or merger, our stockholders prior to the
consummation of a Business Combination likely will not have control of a
majority of the voting shares of the Company following a Business
Combination.  As part of such a transaction, all or a majority of the
Company's then directors may resign and new directors may be appointed without
any vote by stockholders.





Competition





Our
ability to consummate a Business Combination will be constrained by our lack of
financial resources to provide to the Target Business.  We expect that
in the course of identifying, evaluating and selecting a Target Business, we may
encounter intense competition from other entities having a business objective
similar to ours.  These include blank check companies that have raised
significant sums through sales of securities registered under federal securities
laws that have a business plan similar to ours and consequently possess a
significant competitive advantage over our Company both from a financial and
personnel perspective.  Additionally, we may be subject to competition
from other entities having a business objective similar to ours, including
venture capital firms, leveraged buyout firms and operating businesses looking
to expand their operations through acquisitions.  Many of these
entities are well established, possess significant capital and have extensive
experience identifying and affecting business combinations directly or through
affiliates.  Moreover, nearly all of these competitors possess greater
technical, human and other resources than us.  In addition, we will
experience competition from other modestly capitalized shell companies that are
seeking to enter into business combinations with targets similar to those we
expect to pursue.  Our sole officer, director and stockholder
currently serves as an officer and director and is a stockholder of a shell
company the class of common stock of which is registered under the Exchange
Act.  This officer's/director's affiliation with two shell companies
raises the possibility of conflicts of interest, in that both companies may seek
to take advantage of the same business opportunity.  Neither our
Company nor the other shell company with which our management is affiliated has
adopted any policy with respect to resolving any potential conflict of interest
and it is possible that any conflict or interest that arises between the two
companies may not be decided in our favor.





While we
believe there may be numerous potential target candidates with which we could
affect a Business Combination, our ability to compete in affecting a Business
Combination with prime candidates will be limited by our lack of financial
resources.  This inherent competitive limitation gives others an
advantage in pursuing the acquisition of the most attractive Target
Businesses.





If we
succeed in affecting a Business Combination, there will be, in all likelihood,
intense competition from competitors of the Target Business. We cannot apprise
you of any of these risks nor can we assure you that, subsequent to a Business
Combination, we will have the resources or ability to compete
effectively.





Employees





We have
one executive officer who has other business interests, including an interest as
an officer, director and stockholder of another shell company registered under
the Exchange Act, and is not obligated to devote any specific number of hours to
our matters.  He intends to devote only as much time as he deems
necessary to our affairs.  The amount of time management will devote
to our affairs in any time period will vary based on whether a Target Business
has been selected for the Business Combination and the stage of the Business
Combination process the Company is in.  Accordingly, as management
identifies suitable Target Businesses, we expect that our management will spend
more time investigating such Target Business and will devote additional time and
effort negotiating and processing the Business Combination as developments
warrant.  We do not intend to have any full time employees prior to
the consummation of a Business Combination.




5




Our
management is entitled to engage in other business activities similar and
dissimilar to those we are engaged in without any limitations or restrictions
applicable to such activities.  As note above, our management's
affiliation with another shell company and association with other businesses
raises possible conflicts of interest in as much as he may divert opportunities
which would be appropriate for our Company to such other company or to other
entities or persons with which he is or may be associated or have an interest,
rather than presenting such opportunities to us.  Since we have not
established any policy for the resolution of such a conflict, we could be
adversely affected should our officer/director choose to place his other
business interests before ours.  We cannot assure you that potential
conflicts of interest will not result in the loss of potential opportunities or
that any conflict will be resolved in our favor.





Our
officer and director may actively negotiate for or otherwise consent to the
disposition of all or any portion of the shares of common stock he owns, as a
condition to, or in connection, with a Business
Combination.  Therefore, it is possible that the terms of any Business
Combination will provide for the sale of all or a portion of his shares of
common stock which would raise issues relating to a possible conflict of
interest with our other security holders.





Item
1A. Risk Factors.





An
investment in our securities involves a high degree of risk. You should consider
carefully all of the risks described below, together with the other information
contained in this Annual Report on Form 10-K before making a decision to invest
in our securities.  If any of the following risks occur, our business,
financial condition and results of operations may be materially adversely
affected.





The
absence of operations and revenues raises substantial doubt about our ability to
continue as a going concern.





The
report of our independent auditor and Note 5 to the financial statements
included in this report indicate that the Company is in the development stage,
has suffered losses from operations, has negative working
capital,  has a net capital deficiency and has yet to generate cash
flow, and that these factors raise substantial doubt about the Company’s ability
to continue as a going concern.  In addition, we have no significant
assets or financial resources.  We will continue to sustain operating
expenses without corresponding revenues, at least until the consummation of a
Business Combination.  This will result in continued net operating
losses that will increase until we can consummate a Business Combination with a
profitable Target Business.  In light of our limited resources, we
cannot assure you that we will be able to continue operations, that we will be
able to identify a suitable Target Business or that we will consummate a
Business Combination.





We
are not generating any revenue, have limited capital resources and are dependent
entirely upon our management to fund our operations.




We are
not generating any revenues and possess limited capital to fund our operations,
including for such purposes as preparing and filing periodic reports under the
Exchange Act, identifying a Target Business and negotiating a Business
Combination.  We are dependent entirely on our management and
stockholders to provide funds for the foregoing requirements and for any other
corporate purposes that may arise in the future.  Though our
management and stockholders have advised us of their intention to fund our
operations, there is no written agreement binding them to do so.  Our
operating and financial condition renders it unlikely that we would be able to
obtain third-party financing to sustain operations, if
necessary.   In the even that our management does not fund our
capital requirements, we may not be able to continue operations and stockholders
could lose the entire amount of their investment in our
Company.




6




We
may have insufficient resources to cover our operating expenses and the costs
and expenses of consummating a Business Combination.





At June
30, 2009, we had cash on hand of $1,976 and a receivable from a related party of
$169.  We do not expect that these funds will be sufficient to cover
our operating costs and expenses, including those we will incur in connection
with satisfying our reporting obligations under the Securities Exchange Act of
1934 and consummating a Business Combination.  If our financial
resources are inadequate to cover our costs and expenses, we will require
additional financing and we cannot be certain that such financing will be
available to us on acceptable terms, if at all.  Our failure to secure
funds necessary to cover our costs and expenses would have an adverse affect on
our operations and ability to achieve our objective.





We
are a development stage company with no operating history and, accordingly, you
will not have any basis on which to evaluate our ability to achieve our business
objective.





We are a
development stage company and have not engaged in any revenue generating
activities to date.  Since we do not have any operating history, you
will have no basis upon which to evaluate our ability to achieve our business
objective.  We are currently in the process of evaluating and
identifying targets for a Business Combination.  We are not presently
engaged in, and will not engage in, any substantive commercial business or
generate any revenue until we consummate a such a transaction, if
ever.  We cannot assure you as to when or if a Business Combination
will occur.





Our
future success is dependent on the ability of management to complete a Business
Combination with a Target Business that operates profitably.





The
nature of our operations is highly speculative.  The future success of
our plan of operation will depend entirely on the operations, financial
condition and management of the Target Business with which we may enter into a
Business Combination.  While management intends to seek to enter into
a Business Combination with an entity having an established, profitable
operating history, we cannot assure you that we will be successful in
consummating a Business Combination with a candidate that meets that
criterion.  In the event we complete a Business Combination, the
success of our operations will be dependent upon management of the Target
Business and numerous other factors beyond our control.





We
have no existing agreement for a Business Combination or other
transaction.





We
presently have no written arrangement or agreement with respect to engaging in a
Business Combination.  We cannot assure you that we will successfully
identify and evaluate suitable business opportunities or that we will enter into
a Business Combination.  Management has not identified any particular
industry or specific business within an industry for evaluation.  We
cannot assure you that we will be able to negotiate a Business Combination on
favorable terms.





The
time and cost of preparing a private company to become a public reporting
company may preclude us from entering into a Business Combination with the most
attractive private companies.





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




7




If
we affect a Business Combination with a financially unstable company or an
entity in the early stage of development or growth, we will be subject to
greater risks than if we were to affect a Business Combination with a more
established company with a proven record of earnings and growth.





Given our
financial and personnel resources compared to those of our competitors, we may
be limited to consummating a Business Combination with a company that is
financially unstable or is in the early stage of development or growth,
including an entity without established records of sales or
earnings.  To the extent we affect a Business Combination with a
financially unstable or early stage or emerging growth company, we may be
impacted by numerous risks inherent in the business and operations of such
company that we would not be subject to if we were to affect a Business
Combination with a more seasoned company with a proven record of earnings and
growth.




We
likely will complete only one Business Combination, which will cause us to be
dependent solely on a single business and a limited number of products, services
or assets.





Given our
limited financial resources and other considerations, it is likely we will
complete a Business Combination with only one Target
Business.  Accordingly, the prospects for our success may be solely
dependent upon the performance of a single business and dependent upon the
development or market acceptance of a single or limited number of products,
processes or services.  In this case, we will not be able to diversify
our operations or benefit from the possible spreading of risks or offsetting of
losses, unlike other entities which may have the resources to complete several
Business Combinations or asset acquisitions in different industries or different
areas of a single industry so as to diversify risks and offset
losses.





Given
our limited resources and the significant competition for Target Businesses, we
may not be able to consummate an attractive Business Combination.





We will
encounter intense competition from other entities having a business objective
similar to ours, including blank check companies, finance companies, banks,
venture capital funds, leveraged buyout funds, operating businesses and other
financial buyers competing for acquisitions.  Many of these entities
are well established and have extensive experience in identifying and affecting
Business Combinations directly or through affiliates.  Nearly all of
these competitors possess greater financial, technical, human and other
resources than we do and our financial resources will be negligible when
contrasted with those of many of these competitors.  In addition, we
will experience direct competition from other modestly capitalized shell
companies that are seeking to enter into business combinations with targets
similar to those we expect to pursue.





It
is likely that we will consummate a Business Combination with a private company
for which limited information will be available to conduct due
diligence.





We likely
will enter into a Business Combination with a privately-held
company.  Generally, very little public information exists about these
companies or their management and we will be required to rely on the ability of
our management to obtain adequate information to evaluate the potential success
of entering into a transaction with such a company.  In addition, our
management will only devote limited time to the business of the Company and will
have available to it extremely limited financial resources with which to conduct
due diligence.  If our assessment of the Target Business’s operations
and management is inaccurate or we are unable to uncover all material
information about these companies, then we may not make a fully informed
investment decision, and stockholders may lose their entire investment in our
Company.





If
we consummate a Business Combination by way of an acquisition, stockholders may
not have an opportunity to vote on the transaction.





If we
consummate a Business Combination by way of an acquisition of the capital stock
or assets of the Target Business, the transaction may be accomplished in the
sole determination of management without any vote or approval by our
securityholders.  Accordingly, stockholders at the time of any
Business Combination may not have an opportunity to evaluate the Target Business
or its management and will have to rely on the judgment of management in
assessing the future profitability and viability of the Target
Business.




8




A
Business Combination with a foreign company may subject us to additional
risks.





If we
enter into a Business Combination with a foreign entity, we will be subject to
all of the risks inherent in business operations outside of the United
States.  These risks include:





·
            unexpected
      changes in, or impositions of, legislative or regulatory
      requirements;


·
            foreign
      currency exchange rate
fluctuations;


·
            potential
      hostilities and changes in diplomatic and trade
    relationships;


·
            changes
      in duties and tariffs, taxes, trade restrictions, license obligations and
      other non-tariff barriers to trade;


·
            burdens
      of complying with a wide variety of foreign laws and
      regulations;


·
            longer
      payment cycles and difficulties collecting receivables through foreign
      legal systems;


·
            difficulties
      in enforcing or defending agreements and intellectual property
      rights;


·
            reduced
      protection for intellectual property rights in some
    countries;


·
            potentially
      adverse tax consequences; and


·
            political
      and economic instability.





If we are
not successful managing these risks among others that we may not identify at the
time of a Business Combination, our business may be negatively
impacted.





Since
we have not yet selected a particular industry or Target Business with which to
complete a Business Combination, we are unable to  ascertain the
merits or risks of the industry or business in which we may ultimately operate
at this time.





We are
currently in the process of evaluating and identifying targets for a Business
Combination.  However, our plan of operation permits our board of
directors to consummate a Business Combination with a company in any industry it
chooses and is not limited to any particular industry or type of
business.  Accordingly, there is no current basis to evaluate the
possible merits or risks of the particular industry in which we may ultimately
operate or the Target Business which we may ultimately acquire.  To
the extent we complete a Business Combination with a company that does not have
a stable history of earnings and growth or an entity in a relatively early stage
of its development, we may be affected by numerous risks inherent in the
business operations of those entities.  If we complete a Business
Combination with an entity in an industry characterized by a high level of risk,
we may be affected by the currently unascertainable risks of that
industry.  Such risks, among other things, could preclude the
Company's ability to secure financing for operations after a Business
Combination, should it be required.  Although our management will
endeavor to evaluate the risks inherent in a particular industry or Target
Business, we cannot assure you that we will properly ascertain or assess all of
the significant risk factors.  Even if we properly assess those risks,
some of them may be outside of our control.





Our
long-term success will be dependent in large part upon the management team of
the Target Business, which may be difficult to fully evaluate.





After a
Business Combination, our long-term success we will be dependent upon the
management team of the Target Business.  Although we intend to
scrutinize the management team of a prospective Target Business as closely as
possible in connection with evaluating the desirability of affecting a Business
Combination, we cannot assure you that our assessment of the management team
will prove to be correct.  These individuals may be unfamiliar with
the complex disclosure and financial reporting requirements imposed on U.S.
public companies and other requirements of operating a public company, which
could divert their attention from their core business to the determent of the
operating results of the Target Business.




9





If
we are unable to structure the Business Combination as a “tax free” transaction,
potential Target Businesses could be deterred from entering into such a
transaction with our Company.





We may
not be able to structure our acquisition to result in tax-free treatment for the
companies or their stockholders, which could deter third parties from entering
into certain Business Combinations with us.  Currently, a transaction
may be structured so as to result in tax-free treatment to both companies, as
prescribed by various federal and state tax provisions.  We intend to
structure any Business Combination so as to minimize the federal and state tax
consequences to both us and the target entity and the respective stockholders of
each company; however, we cannot assure investors that the Business Combination
will meet the statutory requirements of a tax-free reorganization or that the
parties will obtain the intended tax-free treatment upon a transfer of stock or
assets.  A non-qualifying reorganization could result in the
imposition of both federal and state taxes that may have an adverse affect on
all parties to the transaction.





We
expect to issue a significant number of new shares of capital stock in a
Business Combination, which will result in substantial dilution and a change in
control of ownership of the Company.





Our
articles of incorporation authorizes the issuance of 100,000,000 shares of
common stock and 10,000,000 shares of preferred stock.  Any Business
Combination we affect may result in the issuance of a large number of additional
securities without stockholder approval which would result in substantial
dilution in the percentage of our common stock held by our then existing
stockholders.  Moreover, the common stock issued in any such
transaction may be valued on an arbitrary or non-arm's-length basis by our
management.  Our board of directors has the power to issue any or all
of our authorized but unissued shares of capital stock without stockholder
approval.  To the extent that additional shares of capital stock are
issued in connection with a Business Combination or otherwise, dilution to the
interests of our stockholders will occur and the rights of the holders of common
stock might be materially adversely affected





We
have not conducted any market research concerning prospective business
opportunities, which may affect our ability to identify a Target
Business.





We have
neither conducted nor have others made available to us results of market
research concerning prospective business opportunities.  Therefore, we
have no assurances that market demand exists for a Business Combination as
contemplated by us.  There is no assurance that we will be able to
enter into a Business Combination on terms favorable to us.  Decisions
as to which business opportunity to participate in will be unilaterally made by
our management, which, in many cases, may act without the consent, vote or
approval of our stockholders.





Our
sole officer and director will apportion his time to other businesses which may
cause conflicts of interest in his determination as to how much time to devote
to our affairs.  This conflict of interest could have a negative
impact on our ability to consummate a Business Combination.





Our sole
officer and director engages in other businesses and is not required to devote
his full time or any specific number of hours to our affairs, which could create
a conflict of interest when allocating his time between our operations and his
other commitments.  We do not have and do not expect to have any full
time employees prior to the consummation of a Business
Combination.  If our management’s other business affairs requires him
to devote more substantial amounts of time to such affairs, it could limit his
ability to devote time to our affairs and could have a negative impact on our
ability to consummate a Business Combination.  We cannot assure you
that these conflicts will be resolved in our favor.





Limitations
on liability and indemnification matters.





As permitted by the corporate laws of
the State of Nevada, we have included in our articles of incorporation a
provision to eliminate the personal liability of our directors for monetary
damages for breach or alleged breach of their fiduciary duties as directors,
subject to certain exceptions, including, for example if the director did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.  In addition, our bylaws provide that we are required to
indemnify our officers and directors under certain circumstances, including
those circumstances in which indemnification would otherwise be discretionary,
and we will be required to advance expenses to our officers and directors as
incurred in connection with proceedings against them for which they may be
indemnified.


10





There
are significant restrictions on the transferability of the Shares.





None of the outstanding shares of our
common stock have been registered under the Securities Act of 1933 (“Securities
Act”) or the securities laws of any state and may not be resold, transferred,
pledged as collateral or otherwise disposed of unless such transaction is
registered under the Securities Act or an exemption from registration is
available.  In connection with any transfer of shares of our common
stock other than pursuant to an effective registration statement under the
Securities Act, the Company may require the holder to provide to the Company an
opinion of counsel to the effect that such transfer does not require
registration of such transferred shares under the Securities
Act.  Rule 144 under the Exchange Act will not be available for the
resale of our securities unless and until (i) we cease to be a shell company,
(ii) at the time of the sale we are reporting under the Exchange Act, (iii) we
have filed all Exchange Act reports and material required to be filed during the
preceding 12 months, and (iv) at least one year has elapsed from the time that
we file the disclosure required by the SEC reflecting the fact that we are no
longer a shell company. These restrictions will limit the ability of our
stockholders to liquidate their investment.





Holders
may not be able to dispose of their common stock due to the absence of an
established trading market.





There is
currently no public trading market for any of our securities.  The
Company will not seek to list any of our shares of common stock or other
securities on any exchange or have them quoted on NASDAQ or any over-the-counter
market.  Any such decision will be in the discretion of management of
a Target Company with which we consummate a Business
Combination.  Accordingly, the Company does not anticipate that a
market in any of our securities will develop during the foreseeable future, if
ever.  Because holders may not be able to sell their securities,
subscribers should consider their liquidity needs with respect to the securities
and should be prepared to hold the securities for an indefinite
period.





We
cannot assure you that following a Business Combination with an operating
business, our common stock will be listed or admitted to quotation on any
securities exchange or other trading medium.





Following
a Business Combination, then management may seek to develop a public market for
our common stock.  However, we cannot assure you that following such a
transaction, we will be able to meet the initial listing standards of any stock
exchange or that our common stock will be admitted for quotation on the over the
counter bulletin board or admitted to trading on any other medium.  If
our common stock does not trade publicly, holders may not be able to sell common
stock.  Moreover, our common stock may be deemed to be a “penny stock”
and subject to the SEC’s penny stock rule which provides that, if our common
stock failed to meet the criteria set forth in such rule, brokers would be
subject to various practice requirements which would limit the sale of our stock
only to persons who were established customers and accredited
investors.  Consequently, such rule may deter broker-dealers from
recommending or selling our common stock, which may further affect its
liquidity.  This would also make it more difficult for us to raise
additional capital following a Business Combination.





We
have never paid dividends on our common stock.





We have
never paid dividends on our common stock and do not presently intend to pay any
dividends in the foreseeable future.  In the unlikely event we
generated profits prior to a Business Combination, we expect to retain such
earnings and re-invest them into the Company to further its business
strategy.





Authorization
of Preferred Stock.





Our
articles of incorporation authorize the issuance of up to 10,000,000 shares of
preferred stock with such designations, rights and preferences that may be
determined from time to time by the board of directors.  Accordingly,
our board of directors is empowered, without stockholder approval, to issue
preferred stock with dividend, liquidation, conversion, voting, or other rights
which could adversely affect the voting power or other rights of the holders of
the common stock.  In the event of issuance, the preferred stock could
be utilized, under certain circumstances, as a method of discouraging, delaying
or preventing a change in control of the Company.  Although we have no
present intention to issue any shares of preferred stock, we cannot assure you
that we will not do so in the future.





Item
1B. Unresolved Staff Comments.





Not
Applicable.


11





Item
2. Properties.





We
maintain our principal executive offices at 2519 McMullen Booth Road, Suite
510-308, Clearwater, Florida 33761, where our President maintains an
office.  We use this office space free of charge.  We
believe that this space is sufficient for our current requirements. The Company
does not own or lease any properties at this time and does not anticipate owning
or leasing any properties prior to the consummation of a Business Combination,
if ever.





Item
3. Legal Proceedings.





The
Company presently is not a party to, nor is management aware of, any pending,
legal proceedings.





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





No matter
was submitted to a vote of security holders during the fiscal year ended June
30, 2009.





PART
II





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





Market
Information





As of
September 28, 2009, there were two holders of record of 1,000,000 outstanding
shares of our common stock.





Our
common stock does not trade, nor is it admitted to quotation, on any stock
exchange or other trading facility.  Management has no present plan,
proposal, arrangement or understanding with any person with regard to the
development of a trading market in any of our securities.  We cannot
assure you that a trading market for our common stock will ever
develop.  We have not registered our class of common stock for resale
under the blue sky laws of any state and current management does not anticipate
doing so.  The holders of shares of common stock, and persons who may
desire to purchase shares of our common stock in any trading market that might
develop in the future, should be aware that, in addition to transfer
restrictions imposed by federal securities laws, significant state blue sky law
restrictions may exist which could limit the ability of stockholders to sell
their shares and limit potential purchasers from acquiring our common
stock.





We are
not obligated by contract or otherwise to issue any securities and there are not
outstanding any securities that are convertible into or exchangeable for shares
of our common stock.





Shares
Available for Future Sale





All
outstanding shares of our common stock are “restricted securities,” as that term
is defined under Rule 144 promulgated under the Securities Act of 1933
(Securities Act), because they were issued in a private transaction not
involving a public offering.  Accordingly, none of the outstanding
shares of our common stock may be resold, transferred, pledged as collateral or
otherwise disposed of unless such transaction is registered under the Securities
Act or an exemption from registration is available.  In connection
with any transfer of shares of our common stock other than pursuant to an
effective registration statement under the Securities Act, the Company may
require the holder to provide to the Company an opinion of counsel to the effect
that such transfer does not require registration of such transferred shares
under the Securities Act.





Rule 144
is not available for the resale of securities initially issued by companies that
are, or previously were, shell companies, like us, unless the following
conditions are met:





·
            the
      issuer of the securities that was formerly a shell company has ceased to
      be a shell company;


·
            the
      issuer of the securities is subject to the reporting requirements of
      Section 13 or 15(d) of the Securities Exchange Act of
  1934;


12


·
            the
      issuer of the securities has filed all Exchange Act reports and material
      required to be filed, as applicable, during the preceding 12 months (or
      such shorter period that the issuer was required to file such reports and
      materials), other than Current Reports on Form 8-K;
  and


·
            at
      least one year has elapsed from the time that the issuer filed current
      comprehensive disclosure with the SEC reflecting its status as an entity
      that is not a shell company.





Neither
the Company nor its officer and director has any present plan, proposal,
arrangement, understanding or intention of selling any unissued or outstanding
shares of common stock in the public market subsequent to a Business
Combination.  Nevertheless, in the event that a substantial number of
shares of our common stock were to be sold in any public market that may develop
for our securities subsequent to a Business Combination, such sales may
adversely affect the price for the sale of the Company's common stock securities
in any such trading market.  We cannot predict what effect, if any,
market sales of currently restricted shares of common stock or the availability
of such shares for sale will have on the market prices prevailing from time to
time, if any.





Dividends





We have
not paid any dividends on our common stock to date and do not presently intend
to pay cash dividends prior to the consummation of a Business
Combination.





The
payment of any dividends subsequent to a Business Combination will be within the
discretion of our then seated board of directors.  Current management
cannot predict the factors which any future board of directors would consider
when determining whether or when to pay dividends.





Repurchases
of Equity Securities





None.





Recent
Sales of Unregistered Securities





The Company did issue or sell any
securities during the fiscal year ended June 30, 2009.





Item
6. Selected Financial Data.





The
information to be furnished under this Item 6 is not required of smaller
reporting companiess.





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





Plan
of Operation





We were
formed to serve as a vehicle to acquire, through a capital stock exchange,
reverse acquisition, reverse merger, asset acquisition or other similar business
combination, an operating or development stage business which desires to utilize
our status as a reporting corporation under the Securities Exchange Act of
1934.  We have neither engaged in any operations nor generated any
revenues during the twelve-month period ended June 30, 2009.





We are
currently in the process of evaluating and identifying targets for a Business
Combination.  We are not presently engaged in, and will not engage in,
any substantive commercial business until we consummate a Business
Combination.





Our
management has broad discretion with respect to identifying and selecting a
prospective Target Business. We have not established any specific attributes or
criteria (financial or otherwise) for prospective Target Businesses. There are
numerous risks in connection with our current and proposed business plans,
including all of the risks enumerated under "Item 1A Risk Factors." By way of
example, we will be affected by the risks inherent in the business and
operations of the Target Business and, if such business is a foreign entity, we
will be subject to all of the risks attendant to foreign operations. Although
our management will endeavor to evaluate the risks inherent in a particular
Target Business, we cannot assure you that we will properly ascertain or assess
all significant risk factors.




13


We expect
that in connection with any Business Combination, we will issue a significant
number of shares of our common stock (equal to at least 80% of the total number
of shares outstanding after giving effect to the transaction and likely, a
significantly higher percentage) in order to ensure that Business Combination
qualifies as a “tax free” transaction under federal tax laws.  The
issuance of additional shares of our capital stock:




·
            will
      significantly reduce the equity interest of our stockholders;
      and





·
            will
      likely result in the resignation or removal of current
      management.





Our
management anticipates that the Company will affect only one Business
Combination, due primarily to our financial resources and the dilution of
interest for present and prospective stockholders, which is likely to occur as a
result of our management's plan to offer a controlling interest to a Target
Business in order to achieve a tax-free reorganization.  This lack of
diversification should be considered a substantial risk in investing in us,
because it will concentrate the chance for our success into a single business
and not permit us to offset potential losses from one venture against potential
gains from another.





Liquidity
and Capital Resources





At June
30, 2009, we had cash on hand of $1,976.  We do not expect that the
funds available will be sufficient to cover our operating costs and
expenses.  During the next twelve months we anticipate that we will
incur costs and expenses in connection with the preparation and filing of
reports under the Securities Exchange Act and the evaluation and investigation
of targets for a Business Combination.  Our management and
stockholders have indicated their present intention to fund the Company's
operating expenses through the date of a Business Combination, through loans or
further investment in the Company, as and when necessary, though this intention
may change based upon numerous circumstances.  We cannot provide
investors with any assurance that we will have sufficient capital resources to
identify a suitable Target Business, to conduct effective due diligence as to
any Target Business or to consummate a Business Combination.  As a
result of our de minimum assets, our negative working capital, our losses since
inception and failure to generate revenues from operations, in its report on our
financial statements and in the notes thereto, our auditor has expressed doubt
about our ability to continue as a "going concern."





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





The
information to be furnished under this Item 7A is not required of smaller
reporting companies.





Item
8. Financial Statements and Supplementary Data.





The
Company submits with this report the financial statements and related
information listed in the Index to Financial Statements appearing on page
21.





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





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





Item
9A. Controls and Procedures.





Evaluation
of Disclosure Controls and Procedures





As of the
end of the year covered by this Annual Report, our Principal Executive Officer,
who also is our Principal Financial Officer, performed an evaluation of the
effectiveness of our disclosure controls and procedures as defined in
Rules 13a-15(e) and 15d-15(e) of the Exchange Act.  Our
disclosure controls and procedures are designed to ensure that information
required to be disclosed in the reports we file or submit under the Exchange Act
is recorded, processed, summarized and reported within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to our management to allow timely decisions regarding required
disclosures.  Based on this evaluation, our President has concluded
that the Company’s disclosure controls and procedures were effective as of
June 30, 2009.




14


Management’s
Annual Report on Internal Control over Financial Reporting





Management
is responsible for establishing and maintaining adequate internal control over
financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act.  Internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements in accordance with
generally accepted accounting principles in the United States, or
GAAP.  A company’s internal control over financial reporting includes
those policies and procedures that: (i) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the Company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Company are
being made only in accordance with authorizations of management of the Company;
and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of the Company’s
assets that could have a material effect on the consolidated financial
statements.





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





Management
assessed the effectiveness of our internal control over financial reporting as
of June 30, 2009.  Management concluded that, as of June 30, 2009, the
Company’s internal control over financial reporting was effective.





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





There
were no changes in our internal control over financial reporting during the
quarter ended June 30, 2009 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.





Item
9B. Other Information.





None.





PART
III





Item
10. Directors, Executive Officers and Corporate Governance.





The table
sets forth information as of the date of this report with respect to our
management:





Name
              
              Age
              
              TitleDavid
      McNamee
              
              60
              
              President,
      Treasurer and Director




15


Mr.
McNamee has been our President, Treasurer and a member of our board of directors
since inception.  He also is the sole officer, director and
stockholder of Bethesda C0701, Inc., a shell company that has a class of common
stock registered under the Exchange Act and that has the same business purpose
as we do, that is, to seek a combination with an operating entity. Since 2002,
he has served in several capacities with Alliance Holding Company, Ltd., a Nevis
West Indies company, which owns two trust companies, an insurance company, an
administrative services company and a mutual fund company.  From 2002
to 2004, Mr. McNamee served as the president of the administrative services
company, Offshore Trust Services, that provides accounting, legal and
administrative services to Alliances other companies.  From 2004 to
early 2007, he served as the president of Alliance’s insurance company, Fidelity
Insurance Company.  During 2007 through August 2008, Mr. McNamee
served as the president of Citadel Insurance Company, an affiliate of
Alliance.





The term of office of our director
expires at the Company's annual meeting of stockholders or until his successor
is duly elected and qualified.  Our director is not compensated for
serving as such.  Officers serve at the discretion of the Board of
Directors.





Shell
Company Experience





As
indicated below, David McNamee, our sole officer, director and a principal
stockholder, serves as an officer and director and owns shares of capital stock
of another shell company identified in the following table:





Name
                
                Effective Date
                  Registration
                  Statement
                
                Operating Status
                
                SEC File
                  Number
                
                Pending
                  Business
                  Combination
                
                Additional
                  InformationBethesda
      C0701,
                  Inc.
                
                March
      29,
                  2008
                
                Subject
      to thereporting
      requirements ofthe
      Exchange Act and is actively engaged inseeking
      a businesscombination.
                
                0-53032
                
                None
                
                Mr.
      McNamee serves asthe
      sole officer anddirector
      of this entityand
      owns all thecorporation’s
      outstanding stock.





Conflicts
of Interest.





In view of his current involvement with
another shell company and his right to become involved in the future with other
companies that have a business purpose similar to ours, there exists the
possibility for conflicts of interest.  Potential investors should be
aware of the following:





·
            Our
      officer/director is not required to nor will he commit his full time to
      our affairs and, accordingly, he may have conflicts of interest in
      allocating management time among various business
    activities.





·
            In
      the course of his other business activities, our officer and director may
      become aware of business opportunities which may be appropriate for
      presentation to us as well as for other shell companies with which he is
      affiliated, which would result in a conflict of interest in determining to
      which shell company a particular business opportunity should be
      presented.





·
            Our
      officer and director may in the future become affiliated with entities,
      including other shell companies, engaged in business activities similar to
      those intended to be conducted by
us.





In
general, officers and directors of a corporation incorporated under the laws of
the State of Nevada are required to present business opportunities to a
corporation if:





·
            the
      corporation could financially undertake the
  opportunity;





·
            the
      opportunity is within the corporation's line of business;
    and




16


·
            it
      would not be fair to the corporation and its stockholders for the
      opportunity not to be brought to the attention of the
      corporation.





Accordingly,
as a result of multiple business affiliations, our officer and director may have
similar legal obligations with respect to presenting business opportunities
meeting the above-listed criteria to multiple entities.  In addition,
conflicts of interest may arise when our board evaluates a particular business
opportunity with respect to the above-listed criteria.  We cannot
assure you that any conflicts that may arise will be resolved in our favor.
Under Nevada law and our articles of incorporation, our board of directors has
the power to renounce in advance, our interest or expectancy in specified
business opportunities or specified classes or categories of business
opportunities that are presented to us or to any of our officer, director or
stockholder and may from time to time do so.  Neither our Company nor
the other public shell company with which our officer and director is affiliated
has adopted any policy with respect to resolving any conflict of interest that
may arise between the companies and it is possible that any conflict may not be
resolved in our favor.




Section
16 Compliance





Section
16(a) of the Exchange requires officers, directors and persons who own more than
10% of a registered class of our equity securities of a company that has a class
of common stock registered under the Exchange Act to file reports of ownership
and changes in ownership with the Securities and Exchange Commission and to
furnish us with copies of all forms filed pursuant to Section
16(a).





Based
solely on a review of the copies of such reports furnished to us and written
representations from our sole officer and director that no other reports were
required, to our knowledge, we believe that each person who is required to file
reports pursuant to Section 16(a) of the Exchange Act complied with all of the
Section 16(a) filing requirements applicable to him with respect to the last
fiscal year, except that the annual statements to report changes in beneficial
ownership were filed late.





Code
of Ethics





The Company has not adopted a code of
ethics.  Given the nature of the Company’s business, its limited
stockholder base and current composition of management, the board of directors
does not believe that the Company requires a code of ethics at this
time.  The board of directors takes the position that management of a
Target Business will adopt a code of ethics that will be suitable for its
operations after the Company consummates a Business Combination.





Audit
Committee





The board of directors has not
established an audit committee nor adopted an audit committee charter, rather,
the entire board of directors serves the functions of an audit
committee.  Given the nature of the Company’s business, its limited
stockholder base and current composition of management, the board of directors
does not believe that the Company requires an audit committee at this
time.  The board of directors takes the position that management of a
Target Business will make a determination as to whether to establish an audit
committee and to adopt an audit committee charter that will be suitable for its
operations after the Company consummates a Business Combination.





Stockholder
Communications





The board
of directors has not adopted a process for security holders to send
communications to the board of directors.  Given the nature of the
Company’s business, its limited stockholder base and current composition of
management, the board of directors does not believe that the Company requires a
process for security holders to send communications to the board of directors at
this time.  The board of directors takes the position that management
of a Target Business will establish such a process that will be appropriate for
its operations after the Company consummates a Business
Combination.




17


Item
11. Executive Compensation.





The
Company has not paid any compensation to any person since inception and will not
pay any compensation until it affects a Business Combination, at which time
compensation shall be in the discretion of then current
management.  Current management expects to devote only such time to
the affairs of the Company as required to affect the Company’s business
plan.





The
Company has not adopted any retirement, pension, profit sharing, stock option or
insurance programs or other similar programs for the benefit of its
employees.





The
Company does not have a compensation committee.  Given the nature of
the Company’s business, its limited stockholder base and the current composition
of management, the board of directors does not believe that the Company requires
a compensation committee at this time.  The board of directors takes
the position that management of a Target Business will take such action to
establish and seat a compensation committee that will be suitable for its
operations at such time as the Company consummates a Business Combination, if
ever.





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





The
following table sets forth, as of September 28, 2009, certain information
regarding beneficial ownership of our common stock by each person who is known
by us to beneficially own more than 10% of our common stock and by our sole
officer and director.





The
applicable percentage of ownership is based on 1,000,000 shares
outstanding.





Name
      and Address
                    of Beneficial Owner (1)
                  
                  Amount
      of
                    Beneficial Ownership
                  
                  
                  Percent
      of Outstanding
                    Shares of Class Owned (2)David
      McNamee
                  
                  
                  500,000
                  (3)
                  
                  
                  50
                  %Scott
      Roper
                  
                  
                  500,000
                  
                  
                  
                  50
                  %All
      officers and directorsas
      a group (1 person)
                  
                  
                  500,000
                  
                  
                  
                  50
                  %




(1) The
address for each of the persons named in the table above is c/o the
Company.


(2) Based
on 1,000,000 shares outstanding as of the date of this report.


(3) Mr.
McNamee owns these shares through Bethesda Marketing Group, LLC, over which he
exercises sole ownership and control.





Compensation
Plans





We have not adopted any compensation
plans for the benefit of our employees, representatives or
consultants.





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





Related
Party Transactions





The
Company utilizes office space provided free of charge by Mr.
McNamee.  The Company will continue to maintain its offices at this
location until the consummation of a Business Combination, if ever.





During
the twelve months ended June 30, 2009, the Company borrowed an aggregate of
$4,850 from Bethesda Marketing Group, LLC, an entity controlled by our officer
and director.  The loans are evidenced by a series of promissory notes
payable on demand with interest calculated at 8% per annum.. The proceeds of the
loans were used to pay costs incurred in connection with the filing of Exchange
Act reports and for the target entity selection and due diligence
process.


18


Director Independence





The Company has not established its own
definition for determining whether its directors and nominees for directors are
“independent” nor has it adopted any other standard of independence employed by
any national securities exchange or inter-dealer quotation system.





Current
management cannot predict whether incoming management of a Target Business upon
the consummation of a Business Combination, if such transaction occurs, will
adopt a definition of “independence” or establish any committees of the board,
such as an audit committee, a compensation committee or nominating
committee.





Item
14. Principal Accounting Fees and Services.





AUDIT
FEES. The aggregate fees billed for professional services rendered by Maddox
Ungar Sliberstein, PLLC for the audits of the Company's annual financial
statements for the fiscal year ending on June 30, 2009 and the reviews of the
financial statements included in the Company's Quarterly Reports on Form 10-Q
for the fiscal year were $4,150.





AUDIT-RELATED
FEES.  The aggregate fees billed by Maddox Ungar Sliberstein, PLLC for
audit-related services rendered for the Company for the last fiscal year were
$0.  Audit-related fees generally include fees in support of the
Company's filing of registration statements with the SEC and similar
matters.





TAX
FEES.  The aggregate fees billed by Maddox Ungar Sliberstein, PLLC for
tax-related services rendered for the Company for the last fiscal year were
$0.  The tax-related services were all in the nature of tax compliance
and tax planning.





ALL OTHER
FEES. The aggregate fees billed for services rendered to the Company by Maddox
Ungar Sliberstein, PLLC, other than the audit services, audit-related services,
and tax services, were $0 for the last fiscal year.





PRE-APPROVAL
POLICY. The Company has not established an audit committee nor adopted an audit
committee charter.  Rather, it is the responsibility of the entire
board of directors to serve the functions of an audit committee and to
pre-approve all audit and permitted non-audit services to be performed by the
independent auditors, such approval to take place in advance of such services
when required by law, regulation, or rule, subject to the de minimis exceptions
for non-audit services described in Section 10A(i)(1)(B) of the Securities
Exchange Act of 1934 that are approved by the board prior to completion of the
audit.





PART
IV





Item
15. Exhibits, Financial Statement Schedules.





(a)           Financial
Statements





The
following financial statements are filed as part of this report:





Report
      of Independent Registered Public Accounting Firm
                  F-1Balance
      Sheet for the years ended June 30, 2009 and 2008.
                  F-2Statement
      of Operations for the years ended June 30, 2009 and 2008 and cumulative
      since inception (January 22, 2008) to June 30, 2009.
                  F-3Statement
      of Stockholders’ Deficit for the years ended June 30, 2009 and 2008 and
      cumulative since inception (January 22, 2008) as of June 30,
      2009.
                  F-4Statement
      of Cash Flows for the years ended June 30, 2009 and 2008 and cumulative
      since inception (January 22, 2008) to June 30, 2009.
                  F-5Notes
      to Financial Statements
                  F-6




19


(b)           Exhibits.





The following are filed as exhibits to
this report:





Exhibit
      No.
                        
                        Description31.1
                        
                        Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and
      Exchange Act of 1934, as Amended.32.1
                        
                        Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of
2002.





20


FINANCIAL
STATEMENT INDEX


21




Maddox Ungar Silberstein,
PLLC CPAs and Business Advisors


Phone
(248) 203-0080


Fax (248)
281-0940


30600
Telegraph Road, Suite 2175


Bingham
Farms, MI 48025-4586


www.maddoxungar.com





REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





Board of
Directors


Bethesda
C0801, Inc.


Clearwater,
Florida





We have
audited the accompanying balance sheets of Bethesda C0801, Inc. (a development
stage company) as of June 30, 2009 and 2008 and the related statements of
operations, stockholders’ deficit and cash flows for the periods then ended and
the period from January 22, 2008 (date of inception) to June 30,
2009.  These financial statements are the responsibility of the
Company’s management.  Our responsibility is to express an opinion on
these financial statements based on our 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 audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.The Company has determined
that it 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.  An audit includes examining on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Bethesda C0801, Inc. as of June 30,
2009 and 2008, and the results of its operations and its cash flows for the
periods then ended and the period from January 22, 2008 (date of inception) to
June 30 2009, in conformity with accounting principles generally accepted in the
United States of America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 5 to the
financial statements, the Company has negative working capital, has not yet
received revenue from sales of products or services, and has incurred losses
from operations.  These factors raise substantial doubt about the
Company’s ability to continue as a going concern.  Management’s plans
with regard to these matters are described in Note 5. The accompanying financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.





/s/ Maddox Ungar Silberstein
PLLC





Maddox
Ungar Silberstein, PLLC


Bingham
Farms, Michigan


September
28, 2009


F-1





BETHESDA
C0801, INC.


(A
DEVELOPMENT STAGE COMPANY)


BALANCE
SHEETS


As
of June 30, 2009 and 2008





2009
                    
                    
                    2008ASSETSCurrent
      AssetsCash
      and equivalents
                    
                    $
                    1,976
                    
                    
                    $
                    3,600Accounts
      receivable – related party
                    
                    
                    169
                    
                    
                    
                    0TOTAL
      ASSETS
                    
                    $
                    2,145
                    
                    
                    $
                    3,600LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      LiabilitiesAccrued
      expenses
                    
                    $
                    3,719
                    
                    
                    $
                    2,837Loan
      payable – Related party
                    
                    
                    14,850
                    
                    
                    
                    10,000TOTAL
      LIABILITIES
                    
                    
                    18,569
                    
                    
                    
                    12,837Stockholders’
      DeficitPreferred
      Stock – $.0001 par value, 10,000,000 shares authorized, -0- shares issued
      and outstanding
                    
                    
                    0
                    
                    
                    
                    0Common
      Stock – $.0001 par value, 100,000,000
      shares    authorized, 1,000,000 shares issued and
      outstanding
                    
                    
                    100
                    
                    
                    
                    100Deficit
      accumulated during the development stage
                    
                    
                    (16,524
                    )
                    
                    
                    (9,337
                    )Total
      stockholders’ deficit
                    
                    
                    (16,424
                    )
                    
                    
                    (9,237
                    )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                    
                    $
                    2,145
                    
                    
                    $
                    3,600





See
accompanying notes to financial statements.


F-2


BETHESDA
C0801, INC.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENTSOF
OPERATIONS


Periods
ended June 30, 2009 and 2008


Period
from January 22, 2008 (Inception) to June 30, 2009





Period ended
                  June 30, 2009
                
                
                Period ended
                  June 30, 2008
                
                
                Period from
                  January 22,
                  2008 (Date of
                  Inception) to
                  June 30, 2009REVENUES
                
                $
                0
                
                
                $
                0
                
                
                $
                0EXPENSES:Professional
      fees
                
                
                5,650
                
                
                
                9,100
                
                
                
                14,750Interest
      expense
                
                
                982
                
                
                
                237
                
                
                
                1,219General
      and administrative expenses
                
                
                555
                
                
                
                0
                
                
                
                555NET
      LOSS
                
                $
                (7,187
                )
                
                $
                (9,337
                )
                
                $
                (16,524
                )NET
      LOSS PER SHARE:Basic
      and diluted
                
                $
                (0.01
                )
                
                $
                (0.01
                )
                
                $
                (0.02
                )WEIGHTED
      AVERAGE SHARES OUTSTANDINGBasic
      and diluted
                
                
                1,000,000
                
                
                
                1,000,000
                
                
                
                1,000,000





See
accompanying notes to financial statements.


F-3


BETHESDA
C0801, INC.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENT
OF STOCKHOLDERS’ DEFICIT


Period
from January 22, 2008 (Date of Inception) to June 30, 2009




Common stock
              
              
              Additional
                paid-in
              
              
              Deficit
                accumulated
                during the
                developmentShares
              
              
              Amount
              
              
              capital
              
              
              stage
              
              
              TotalIssuance of common stock
              
              
              1,000,000
              
              
              $
              100
              
              
              $
              -
              
              
              $
              -
              
              
              $
              100Net
      loss for the period ended June 30, 2008
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (9,337
              )
              
              
              (9,337
              )Balance,
      June 30, 2008
              
              
              1,000,000
              
              
              
              100
              
              
              
              -
              
              
              
              (9,337
              )
              
              
              (9,237
              )Net
      loss for the year ended June 30, 2009
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (7,187
              )
              
              
              (7,187
              )Balance,
      June 30, 2009
              
              
              1,000,000
              
              
              $
              100
              
              
              $
              -
              
              
              $
              (16,524
              )
              
              $
              (16,424
              )





See
accompanying notes to financial statements.


F-4


BETHESDA
C0801, INC.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENTS
OF CASH FLOWS


Periods
ended June 30, 2009 and 2008


Period
from January 22, 2008 (Date of Inception) to May 31, 2008





Period ended
                  June 30, 2009
                
                
                Period ended
                  June 30, 2008
                
                
                Period from
                  January 22, 2008
                  (Date of
                  Inception) to June
                  30, 2009CASH FLOWS FROM OPERATING ACTIVITIESNet loss for the period
                
                $
                (7,187
                )
                
                $
                (9,337
                )
                
                $
                (16,524
                )Change in non-cash working capital items:(Increase) in accounts receivable – related party
                
                
                (169
                )
                
                
                0
                
                
                
                (169
                )Increase
      in accrued expenses
                
                
                882
                
                
                
                2,837
                
                
                
                3,719CASH
      FLOWS USED BY OPERATING ACTIVITIES
                
                
                (6,474
                )
                
                
                (6,500
                )
                
                
                (12,974
                )CASH
      FLOWS FROM FINANCING ACTIVITIESSale
      of common stock
                
                
                0
                
                
                
                100
                
                
                
                100Note
      payable from related party
                
                
                4,850
                
                
                
                10,000
                
                
                
                14,850CASH
      FLOWS PROVIDED BY FINANCING ACTIVITIES
                
                
                4,850
                
                
                
                10,100
                
                
                
                14,950NET
      INCREASE IN CASH
                
                
                (1,624
                )
                
                
                3,600
                
                
                
                1,976Cash,
      beginning of period
                
                
                3,600
                
                
                
                -
                
                
                
                -Cash,
      end of period
                
                $
                1,976
                
                
                $
                3,600
                
                
                $
                1,976SUPPLEMENTAL
      CASH FLOW INFORMATIONInterest
      paid
                
                $
                0
                
                
                $
                0
                
                
                $
                0Income
      taxes paid
                
                $
                0
                
                
                $
                0
                
                
                $
                0





See
accompanying notes to financial statements.


F-5


BETHESDA
C0801, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS


June
30, 2009





NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Nature
of Business


Bethesda
C0801, Inc. (“Bethesda” and the “ Company”) was organized under the laws of the
State of Nevada on January 22, 2008 as a corporation.  The Company’s
objective is to acquire or merge with a target business or company in a business
combination.





Development
Stage Company


The
accompanying financial statements have been prepared in accordance with the
Statement of Financial Accounting Standards No. 7 ”Accounting and Reporting by
Development-Stage Enterprises”.  A development-stage enterprise is one
in which planned principal operations have not commenced or if its operations
have commenced, there has been no significant revenues there from.





Cash
and Cash Equivalents


Bethesda
considers all highly liquid investments with maturities of three months or less
to be cash equivalents.  At June 30, 2009 the Company had $1,976 of
unrestricted cash to be used for future business operations.





Fair
Value of Financial Instruments


Bethesda’s
financial instruments consist of cash, accrued expenses, and a note
payable.  The carrying amount of these financial instruments
approximates fair value due to either length of maturity or interest rates that
approximate prevailing market rates unless otherwise disclosed in these
financial statements.





Income
Taxes


Income
taxes are computed using the asset and liability method.  Under the
asset and liability method, deferred income tax assets and liabilities are
determined based on the differences between the financial reporting and tax
bases of assets and liabilities and are measured using the currently enacted tax
rates and laws.  A valuation allowance is provided for the amount of
deferred tax assets that, based on available evidence, are not expected to be
realized.





Use
of Estimates


The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date the financial statements and the
reported amount of revenues and expenses during the reporting
period.  Actual results could differ from those
estimates.


F-6





BETHESDA
C0801, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS


June
30, 2009





NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Comprehensive
Income (Loss)


The
Company adopted Statement of Financial Accounting Standards (SFAS) No. 130,
“Reporting Comprehensive income”, which establishes standards for the reporting
and display of comprehensive income and its components in the financial
statements.  There were no items of comprehensive income (loss)
applicable to the Company during the period covered in these financial
statements.





Recent
Accounting Pronouncements


Bethesda
does not expect the adoption of recently issued accounting pronouncements to
have a significant impact on the Company’s results of operations, financial
position or cash flow.





NOTE
2 – LOAN PAYABLE – RELATED PARTY





Bethesda
received an unsecured loan in the amount of $10,000 on February 12, 2008 from
Bethesda Financial Group, which was used to fund its corporate bank
account.  The loan accrues interest at a rate of 8% annually with
principal and interest due and payable on demand by the
holder.  During the year ended June 30, 2009, additional funds
totaling $4,850 were loaned at the same terms.  On June 30, 2009 the
loan payable and accrued interest totaled $14,850 and $1,219,
respectively.  Bethesda Marketing Group, LLC dba Bethesda Financial
Group is a shareholder of the Company, and its member is President and a board
member of the Company.





NOTE
3 – SUBSEQUENT EVENTS





The
Company has analyzed its operations subsequent to June 30, 2009 through
September 28, 2009 and has determined that it does not have any material
subsequent events to disclose in these financial statements





NOTE
4 – INCOME TAXES





For the
periods ended June 30, 2009, Bethesda has incurred net losses and, therefore,
has no tax liability.  The net deferred tax asset generated by the
loss carry-forward has been fully reserved.  The cumulative net
operating loss carry-forward is $16,524 at June 30, 2009, and will begin to
expire in the year 2028.





The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:





2009Deferred
      tax asset attributable to:Net
      operating loss carryover
                    
                    $
                    5,618Valuation
      allowance
                    
                    
                    (5,618
                    )Net
      deferred tax asset
                    
                    $
                    -


F-7


BETHESDA
C0801, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS


June
30, 2009





NOTE
5 – LIQUIDITY AND GOING CONCERN




Bethesda
has not generated any revenues, has negative working capital and has suffered a
loss from operations.  These factors create substantial doubt about
the Company’s ability to continue as a going concern.  The financial
statements do not include any adjustment that might be necessary if the Company
is unable to continue as a going concern.




The
ability of Bethesda to continue as a going concern is dependent on the Company
generating cash from the sale of its common stock and/or obtaining debt
financing and attaining future profitable operations or acquiring or merging
with a profitable company.  Management’s plans include selling its
equity securities and obtaining debt financing to fund its capital requirements
until it is able to enter into a business combination with another company;
however, there can be no assurance the Company will be successful in these
efforts.


F-8




SIGNATURES
 
 Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized on September 28, 2009.
 
 BETHESDA
      C0801, INC.By:
              /s/  David M.
    McNameeDavid
      M. McNamee
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities indicated on September 28, 2008.
 
 Signature
                  
                  Title/s/ David M. McNamee
                  
                  President,
      Principal Executive Officer, Principal Financial Officer
    andDavid
      M. McNamee
                  
                  Director
  22