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,
2010




 ̈
            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 x No





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 x No





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.


x Yes  ̈ 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).


x Yes  ̈ 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.


x Yes  ̈ No





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.  ̈ Yes
 ̈ 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 October 11, 2010 there were
1,000,000 shares of common stock outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE


None








FORWARD-LOOKING STATEMENTS
                  1PART IItem
      1. Description of Business
                  2Item
      1A.Risk
Factors.
                  7Item
      1B.Unresolved Staff
      Comments.
                  13Item
      2. Properties.
                  13Item
      3. Legal Proceedings.
                  13Item
      4. Submission of Matters to a Vote of Security Holders.
                  13PART IIItem
      5. Market for Registrant’s Common Equity, Related Stockholder Matters and
      Issuer Purchases of Equity Securities.
                  14Item
      6. Selected Financial Data.
                  15Item
      7. Management’s Discussion and Analysis of Financial Condition and Results
      of Operations.
                  15Item
      7A. Quantitative and Qualitative Disclosures About Market
      Risk.
                  16Item
      8. Financial Statements and Supplementary Data.
                  17Item
      9. Changes in and Disagreements With Accountants on Accounting and
      Financial Disclosure.
                  18Item
      9A. Controls and Procedures.
                  18Item
      9B. Other Information.
                  19PART IIIItem
      10. Directors, Executive Officers and Corporate
Governance.
                  19Item
      11. Executive Compensation.
                  20Item
      12. Security Ownership of Certain Beneficial Owners and Management and
      Related Stockholder Matters.
                  21Item
      13. Certain Relationships and Related Transactions, and Director
      Independence.
                  21Item
      14. Principal Accounting Fees and Services.
                  22PART IVItem
      15. Exhibits, Financial Statement Schedules.
                  22FINANCIAL
      STATEMENT INDEX
                  22SIGNATURES
                  24








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 his 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.





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”). 
 Since inception, our business operations have comprised attending to
organizational matters, registering our class of common stock under the Exchange
Act and identifying and evaluating potential Target Businesses.  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 that has completed a Business Combination or similar
transaction.





The Company, based on its proposed
business activities, is a “blank check” company.  The Securities and
Exchange Commission (“SEC”) defines those companies as “any development stage
company that is issuing a penny stock, within the meaning of Section 3 (a)(51)
of  the Exchange Act and that has no specific business plan or
purpose, or has indicated that its business plan is to merge with an
unidentified company or companies.   Many states have enacted
statutes, rules and regulations limiting the sale of securities of “blank check”
companies in their respective jurisdictions.   In addition, under Rule
12b-2 of the Exchange Act, the Company also is a “shell company” which is
defined, 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.  Because we are a "shell" company, the Business
Combination we enter into with a Target Business will be deemed to be a "reverse
acquisition" or "reverse merger."





Management does not intend to undertake
any efforts to cause a market to develop in our securities, either debt or
equity, until we have successfully concluded a business combination, and then
only in the discretion of management of our Business Combination partner. 
The Company intends to comply with the periodic reporting requirements of the
Exchange Act for so long as we are subject to those requirements.





We are
not presently engaged in, and will not engage in, any substantive commercial
business 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 are
not limited to a particular industry or geographic location.  We will seek
to consummate the transaction which is most attractive and provides the greatest
opportunity for creating securityholder value.  The determination as to
which opportunity is the most attractive will be based on our analysis of a
variety of factors, including the terms of the transaction and the perceived
quality of the business of the Target Business, among others, some which are
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 forms of financing
transactions.  We cannot assure you that we will be able to identify and
attract a Target Business 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 or merger with a company
that desires to have a class of securities registered under the Exchange Act,
while avoiding what its management may deem to be the adverse consequences of
undertaking a public offering itself.  These include time delays,
significant expense, possible loss of voting control by the target's existing
management 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.


2





Search
for a target.




We are
currently in the process of identifying and evaluating potential Target
Businesses.  As described below in more detail, we have virtually
unrestricted flexibility in identifying and selecting prospective acquisition
candidates.  At such time as we affect a Business Combination, if ever, we
may be impacted by 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 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.  In no event will
our existing officer, director or stockholder, or any entity with which he is
affiliated, be paid any finder’s fee, consulting fee or other compensation prior
to, or for any services they render in order to effectuate, the consummation of
a Business Combination.





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 Business candidates in which they believe we may
have an interest.  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 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.  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;


3




·
            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 affecting the Business
  Combination.





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.





Due
Diligence Investigation.





In
evaluating a prospective Target Business, we will conduct as extensive a due
diligence review of potential targets as possible in view of our lack of
financial resources and the inexperience of our management in such
endeavors.  Moreover, management’s decisions will be made without detailed
feasibility studies, independent analyses, market surveys and the like, which,
if we had more funds available to us, would be desirable.  Given our
current resources, we will likely enter into a Business Combination with a
privately-held company in its early stages of development or that has only a
limited operating history on which to base our decision.  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.  We will be particularly dependent in making decisions upon
information provided by the promoters, owners, sponsors or others associated
with the business opportunity seeking our participation.  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 will be conducted by our management, possibly with the
assistance of the Company's counsel and accountants, as necessary.





It is unlikely that our management at
the time of a Business Combination will continue in any material capacity with
the Company after the consummation of a Business Combination, other than as a
stockholder.





Our assessment of a Target Business and
its management may not be accurate.   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
investment.





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 we incur 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.  Moreover, given that we likely will offer a
controlling interest in our Company to a Target Business in order to achieve a
tax-free reorganization, as described below, the dilution of interest to present
and prospective stockholders will render more than one Business Combination
unlikely.  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 possible spreading of risks or offsetting of losses
that Business Combinations with multiple operating entities would offer. 
By consummating a Business Combination with a single entity, our lack of
diversification may:





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


4





·
            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.





Form
of acquisition; Opportunity for stockholder approval.





Although
we cannot predict the terms of any Business Combination, 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.  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 state tax authorities will agree with
our tax treatment of any transaction.





If the
transaction is structured as an 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 and the Target
Business would become our wholly owned subsidiary.  If the transaction is
structured as a statutory merger or consolidation, we would merge a Target
Business with and into our Company or a wholly owned subsidiary of 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.  Depending upon the relative negotiating strength of the parties,
our stockholders at the time of the Business Combination may retain
substantially less than 20% of the total issued and outstanding shares of our
Company, which is likely in our case.  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 our Company's then management at the time may resign and
new directors may be appointed without any vote by stockholders.  If the
Business Combination is structured as an acquisition of a Target Business's
stock, our Company will not require the vote or approval of stockholders and the
transaction 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 wholly-owned subsidiary.  Simultaneous with the merger, we may affect
a recapitalization in order to achieve a manageable float of our outstanding
capital stock.  However, a proposed merger transaction would require the
approval of the holders of a majority of the outstanding shares of our common
stock and it may necessitate calling a stockholders' meeting to obtain such
approval and filings with the SEC and state agencies.  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.





In light
of the above, management likely will seek to structure a Business Combination so
as not to require stockholder approval.





In view
of our status as a "shell" company, any acquisition of the stock of or the
merger with an operating company would be deemed to be a "reverse acquisition"
or "reverse merger," respectively.





We
anticipate 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.


5





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 capital through sales of securities registered under federal
securities laws and 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, may be able to offer
securities for which a trading market exists and that 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.





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 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.  Our sole officer and director also is
the sole officer, director and stockholder of another shell company the stock of
which is registered under the Exchange Act but which has filed documents with
the SEC to suspend that company’s obligation to file reports under the Exchange
Act.  Accordingly, that company no longer is actively seeking to identify a
Target Company or enter into a Business Combination.  We do not intend to
have any full time employees prior to the consummation of a Business
Combination.





Our
management may 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 other business interests
raise possible conflicts of interest in as much as he may divert opportunities
which would be appropriate for our Company to such 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 any of our other security
holders.


6





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 Form 10-K 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.  Our operating and financial condition renders it unlikely that
we would be able to obtain third-party financing to sustain operations, if
necessary.   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 dependent entirely upon our stockholders to fund our operations.  We
may have insufficient resources to cover our operating expenses and the costs
and expenses of consummating a Business Combination.





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 sole officer and director and stockholders to provide funds for
the foregoing requirements and for any other corporate purposes that may arise
in the future.  Though our principals 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 event that our principals do 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.





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





At June
30, 2010, we had total assets of $225, including cash on hand of $56 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
Exchange Act 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,
there is no basis upon 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 such a transaction, if ever.  We cannot assure you as
to when or if a Business Combination will occur.


7





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 to a great extent on the operations, financial
condition and management of the Target Business we may acquire.  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 is seeking to enter
into a Business Combination with an entity having an established, profitable
operating history and effective management, we cannot assure you that we will be
successful in consummating a Business Combination with a candidate that meets
that those criteria.





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.





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.


8





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.





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.


9





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 that 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.





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
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.


10





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.





The
Company may be subject to further government regulations which would adversely
affect our operations.





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





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.





Our
compliance with changing laws and rules regarding corporate governance and
public disclosure may result in additional expenses to us which, in turn, may
adversely affect our ability to continue our operations.




Keeping
abreast of, and in compliance with, changing laws, regulations and standards
relating to corporate governance and public disclosure, including the
Sarbanes-Oxley Act of 2002, new SEC regulations and, in the event we are ever
approved for listing on either an automated quotation system or a registered
exchange, and system or stock exchange rules, will require an increased amount
of management attention and external resources.  We intend to continue to
invest all reasonably necessary resources to comply with evolving standards,
which may result in increased general and administrative expenses and a
diversion of management time and attention from revenue-generating activities to
compliance activities.  This could have an adverse impact on our
operations.





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


11





We
may issue preferred stock which may have greater rights than our common
stock.




Our
Articles of Incorporation authorize our Company to issue up to 10,000,000 shares
of preferred stock. Currently, no preferred shares have been issued; however, we
can issue shares of our preferred stock in one or more series and can set the
terms of the preferred stock without seeking any further approval from our
common stockholders.  Any preferred stock that we issue may rank ahead of
our common stock in terms of dividend priority or liquidation premiums and may
have greater voting rights than our common stock.  In addition, such
preferred stock may contain provisions allowing those shares to be converted
into shares of common stock, which could dilute the value of common stock to
current stockholders and could adversely affect the market price, if any, of our
common stock.





There
are significant restrictions on the transferability of the Shares.





No outstanding shares of our common
stock have been registered under the Securities Act, and, consequently, they may
not be resold, transferred, pledged as collateral or otherwise disposed of under
federal securities laws unless such transaction is registered under the
Securities Act or an exemption from the registration requirements of the
Securities Act 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 under the Securities Act.  Persons who acquired our common
stock prior to a Business Combination will not be entitled to rely on Rule 144
under the Exchange Act 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.





We
have not registered or qualified any shares of our class of our common stock for
resale under the Blue Sky laws of any state, which will limit the liquidity of
the common stock.





The
Company has not registered or qualified its class of common stock for resale or
trading under the Blue Sky laws of any state and current management does not
anticipate doing so.  Current stockholders and persons who desire to
purchase our common stock should be aware that significant state Blue Sky law
restrictions may limit our stockholders from selling their shares and potential
purchasers from acquiring our common stock.





The
absence of an established trading market will limit the ability of stockholders
to dispose of their common stock.





There is
currently no public trading market for any of our securities.  The Company
will not seek to list any of our securities on any exchange or have them quoted
on an automated quotation system or over-the-counter market.  Any decision
to initiate public trading of our common stock will be in the discretion of
management of a Target Company with which we consummate a Business
Combination.  Since stockholders will not be able to sell their shares,
stockholders should consider their liquidity needs with respect to the
securities and should be prepared to hold their shares 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, which will limit the liquidity of
the shares.





Following
a Business Combination, new management may seek to initiate a public market for
our common stock.  However, we cannot assure you that following such a
transaction, our Company as then constituted will 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 commence trading on any
other medium.  If our common stock does not trade publicly, holders may not
be able to sell common stock.


12





The
designation of our common stock as a "penny stock" would limit the liquidity of
the shares.





Our
common stock after a Business Combination may be deemed a “penny stock” as that
term is defined under Rule 3a51-1 of the Exchange Act.  Generally, a "penny
stock" is a common stock that is not listed on a securities exchange and trades
for less than $5.00 a share.  Prices often are not available to buyers and
sellers and the market may be very limited.  Penny stocks in start-up
companies are among the riskiest equity investments.  Broker-dealers who
sell penny stocks must provide purchasers of these stocks with a standardized
risk-disclosure document prepared by the SEC.  The document provides
information about penny stocks and the nature and level of risks involved in
investing in the penny stock market.  A broker must also provide purchasers
with bid and offer quotations and information regarding broker and salesperson
compensation, make a written determination that the penny stock
is a suitable investment for the purchaser and obtain the purchaser's written
agreement to the purchase. Many brokers choose not to participate in penny stock
transactions.  Because of the penny stock rules, there may be less trading
activity in penny stocks in any market that develops for our common stock in the
future and stockholders are likely to have difficulty selling their
shares.





FINRA
sales practice requirements may also limit a stockholder’s ability to buy and
sell our stock.




In
addition to the “penny stock” rules described above, the Financial Industry
Regulatory Authority (“FINRA”) has adopted rules that require that in
recommending an investment to a customer, a broker-dealer must have reasonable
grounds for believing that the investment is suitable for that customer. 
Prior to recommending speculative low priced securities to their
non-institutional customers, broker-dealers must make reasonable efforts to
obtain information about the customer’s financial status, tax status, investment
objectives and other information. Under interpretations of these rules, the
FINRA believes that there is a high probability that speculative low priced
securities will not be suitable for at least some customers.  The FINRA
requirements make it more difficult for broker-dealers to recommend that their
customers buy our common stock stocks in any market that develops for our common
stock in the future, which may limit the ability to buy and sell our stock and
which will have an adverse effect on any market that develops for our
shares.





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.





Item
1B. Unresolved Staff Comments.





Not
Applicable.





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. Removed and Reserved


13





PART
II





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





Market
Information





As of
October 11, 2010, 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.  Any decision to
initiate public trading of our common stock will be in the discretion of
management of a Target Company with which we consummate a Business
Combination.  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, 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 Exchange
Act;


·
            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.





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.


14





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 not issue or sell any
securities during the fiscal year ended June 30, 2010.





Item
6. Selected Financial Data.





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





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





The following plan of operation
provides information which management believes is relevant to an assessment and
understanding of our results of operations and financial condition.  The
discussion should be read along with our financial statements and notes
thereto.  The following discussion and analysis contains forward-looking
statements which involve risks and uncertainties.  Our actual results may
differ significantly from the results expectations and plans discussed in these
forward-looking statements





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 Exchange Act.  We have
neither engaged in any operations nor generated any revenues during the
twelve-month period ended June 30, 2010.





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.





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, 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 as of the
      date of the transaction; and


15





·
            will
      cause a change in likely result in the resignation or removal of our
      management as of the date of the
transaction.





Our
management anticipates that the Company likely will be able to 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 not permit us to offset potential losses from one venture
against potential gains from another.





Liquidity
and Capital Resources.





At June
30, 2010, we had cash on hand of $56.   These funds will not be
sufficient to cover our operating costs and expenses over the next twelve months
during which we anticipate that we will incur costs and expenses in connection
with the preparation and filing of reports under the Exchange Act, the
identification and evaluation of targets for a Business Combination and,
possibly, costs associated with negotiating and entering into a Business
Combination.





To date,
we have funded our operations through loans from our stockholders and, as of
June 30, 2010, we had borrowed an aggregate of $17,520 from them, including
$2,670 during the year then ended.  Our stockholders have advised us that
they expect to fund additional costs and expenses that we will incur in
connection with our operations, including as may be required to file reports
under the Exchange Act, for due diligence activities and to consummate 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 negative working capital, our losses since
inception and failure to generate revenues from operations, our financial
statements include a note in which our auditor has expressed doubt about our
ability to continue as a "going concern."





Results
of Operations.





Since our
inception, we have not generated any revenues.  We reported a net loss for
the year ended June 30, 2010 of $8,816 and a have suffered a net loss since
inception of $25,340.  The Company has used cash in operations of $17,564
since its inception, consisting primarily of professional fees, and has a
negative working capital of $25,240 at June 30, 2010.





We do not
expect to engage in any substantive activities unless and until such time as we
enter into a Business Combination with a Target Business, if ever.  We
cannot provide investors with any assessment as to the nature of a Target
Business’s operations or speculate as to the status of its products or
operations, whether at the time of the Business Combination it will be
generating revenues or its future prospects.





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.


16





Item
8. Financial Statements and Supplementary Data.





PageReport
      of Independent Registered Public Accounting Firm
                
                F-1Balance
      Sheet for the years ended June 30, 2010 and 20089.
                
                F-2Statement
      of Operations for the years ended June 30, 2010 and 2009 and cumulative
      since inception (January 22, 2008) to June 30, 2009.
                
                F-3Statement
      of Stockholders’ Deficit for the years ended June 30, 2010 and 2009 and
      cumulative since inception (January 22, 2008) as of June 30,
      2009.
                
                F-4Statement
      of Cash Flows for the years ended June 30, 2010 and 2009 and cumulative
      since inception (January 22, 2008) to June 30, 2009.
                
                F-5Notes
      to Financial Statements
                
                F-6


17




Silberstein Ungar, PLLC CPAs and Business
      AdvisorsPhone
      (248) 203-0080Fax
      (248) 281-094030600
      Telegraph Road, Suite 2175Bingham
      Farms, MI 48025-4586www.sucpas.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, 2010 and 2009 and the related statements of
operations, stockholders’ deficit and cash flows for the years then ended and
the period from January 22, 2008 (date of inception) to June 30,
2010.  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,
2010 and 2009, 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 2010, 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/ Silberstein Ungar
  PLLCSilberstein
      Ungar, PLLCBingham
      Farms, MichiganSeptember
      28, 2010
  F-1
 
 BETHESDA
C0801, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 BALANCE
SHEETS
 As
of June 30, 2010 and 2009
 
 2010
                  
                  
                  2009ASSETSCurrent
      AssetsCash
      and equivalents
                  
                  $
                  56
                  
                  
                  $
                  1,976Accounts
      receivable – related party
                  
                  
                  169
                  
                  
                  
                  169TOTAL
      ASSETS
                  
                  $
                  225
                  
                  
                  $
                  2,145LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      LiabilitiesAccrued
      expenses
                  
                  $
                  7,945
                  
                  
                  $
                  3,719Loan
      payable – Related party
                  
                  
                  17,520
                  
                  
                  
                  14,850TOTAL
      LIABILITIES
                  
                  
                  25,465
                  
                  
                  
                  18,569Stockholders’
      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
                  
                  
                  (25,340
                  )
                  
                  
                  (16,524
                  )Total
      stockholders’ deficit
                  
                  
                  (25,240
                  )
                  
                  
                  (16,424
                  )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                  
                  $
                  225
                  
                  
                  $
                  2,145
 
 See
accompanying notes to financial statements.
  F-2
  BETHESDA
C0801, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENTSOF
OPERATIONS
 Years
ended June 30, 2010 and 2009
 Period
from January 22, 2008 (Inception) to June 30, 2010
 
 Year ended
                        June 30, 2010
                      
                      
                      Year ended
                        June 30, 2009
                      
                      
                      Period from
                        January 22,
                        2008 (Date of
                        Inception) to
                        June 30, 2010REVENUES
                      
                      $
                      0
                      
                      
                      $
                      0
                      
                      
                      $
                      0EXPENSES:Professional
      fees
                      
                      
                      7,540
                      
                      
                      
                      5,650
                      
                      
                      
                      22,290Interest
      expense
                      
                      
                      1,276
                      
                      
                      
                      982
                      
                      
                      
                      2,495General
      and administrative expenses
                      
                      
                      0
                      
                      
                      
                      555
                      
                      
                      
                      555NET
      LOSS
                      
                      $
                      (8,816
                      )
                      
                      $
                      (7,187
                      )
                      
                      $
                      (25,340
                      )NET
      LOSS PER SHARE:Basic
      and diluted
                      
                      $
                      (0.01
                      )
                      
                      $
                      (0.01
                      )WEIGHTED
      AVERAGE SHARES OUTSTANDINGBasic
      and diluted
                      
                      
                      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, 2010
 
 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
                  )Net
      loss for the year ended June 30, 2010
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (8,816
                  )
                  
                  
                  (8,816
                  )Balance,
      June 30, 2010
                  
                  
                  1,000,000
                  
                  
                  $
                  100
                  
                  
                  $
                  -
                  
                  
                  $
                  (25,340
                  )
                  
                  $
                  (25,240
                  )
 
 See
accompanying notes to financial statements.
  F-4
 
 BETHESDA
C0801, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENTS
OF CASH FLOWS
 Years
ended June 30, 2010 and 2009
 Period
from January 22, 2008 (Date of Inception) to June 30, 2010
 
 Year ended
                    June 30, 2010
                  
                  
                  Year ended
                    June 30, 2009
                  
                  
                  Period from
                    January 22, 2008
                    (Date of
                    Inception) to June
                    30, 2010CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss for the period
                  
                  $
                  (8,816
                  )
                  
                  $
                  (7,187
                  )
                  
                  $
                  (25,340
                  )Change
      in non-cash working capital items:(Increase)
      in accounts receivable – related party
                  
                  
                  0
                  
                  
                  
                  (169
                  )
                  
                  
                  (169
                  )Increase
      in accrued expenses
                  
                  
                  4,226
                  
                  
                  
                  882
                  
                  
                  
                  7,945CASH
      FLOWS USED BY OPERATING ACTIVITIES
                  
                  
                  (4,590
                  )
                  
                  
                  (6,474
                  )
                  
                  
                  (17,564
                  )CASH
      FLOWS FROM FINANCING ACTIVITIESSale
      of common stock
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  100Note
      payable from related party
                  
                  
                  2,670
                  
                  
                  
                  4,850
                  
                  
                  
                  17,520CASH
      FLOWS PROVIDED BY FINANCING ACTIVITIES
                  
                  
                  2,670
                  
                  
                  
                  4,850
                  
                  
                  
                  17,620NET
      INCREASE IN CASH
                  
                  
                  (1,920
                  )
                  
                  
                  (1,624
                  )
                  
                  
                  56Cash,
      beginning of period
                  
                  
                  1,976
                  
                  
                  
                  3,600
                  
                  
                  
                  -Cash,
      end of period
                  
                  $
                  56
                  
                  
                  $
                  1,976
                  
                  
                  $
                  56SUPPLEMENTAL
      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, 2010
 
 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
generally accepted accounting principles related to accounting and reporting by
development-stage companies.  A development-stage company 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, 2010 and 2009, respectively, the
Company had $56 and $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.
 
 Comprehensive
Income (Loss)
 The
Company has established 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.
  F-6
 
 BETHESDA
C0801, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 June
30, 2010
 
 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.  During the year ended
June 30, 2010, an additional $2,670 was loaned to the Company.  On
June 30, 2010 the loan payable and accrued interest totaled $17,520 and $2,495,
respectively.  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, 2010 through
September 28, 2010, the date these financial statements were issued, 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, 2010, 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 $25,340 at June 30, 2010, 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:
 
 2010
                    
                    
                    2009Deferred
      tax asset attributable to:Net
      operating loss carryover
                    
                    $
                    8,616
                    
                    
                    $
                    5,618Valuation
      allowance
                    
                    
                    (8,616
                    )
                    
                    
                    (5,618
                    )Net
      deferred tax asset
                    
                    $
                    -
                    
                    
                    $
                    -
 
 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-7





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, management performed, with the
participation of our Principal Executive Officer, who is our Principal Financial
Officer, and who we refer to in this Annual Report as our PEO, 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, including our PEO, to allow timely decisions regarding
required disclosures.  Based on this evaluation, our PEO has concluded that
the Company’s disclosure controls and procedures were effective as of June 30,
2010.





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 the end of the period covered by this reportusing the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission in
Internal Control—Integrated
Framework.  Based on this evaluation, management concluded that, as
of June 30, 2010, 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, 2010 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.


18





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
              
              61
              
              President,
      Treasurer and Director





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
              
              EffectiveDate
                Registration
                Statement
              
              Operating Status
              
              SEC File
                Number
              
              Pending
                Business
                Combination
              
              Additional
                InformationBethesda
      C0701,
                Inc.
              
              March
      29,
                2008
              
              This
      entity filed a Form 15 with the SEC on October 5, 2010 seeking to suspend
      its obligation to file reports under the Exchange Act.  This entity
      is not actively seeking to identify a Target Company or enter into a
      Business Combination.
              
              0-53032
              
              None
              
              Mr.
      McNamee serves asthe
      sole officer anddirector
      of this entityand
      owns all thecorporation’s
      outstanding stock.


19





Section
16 Compliance





Section
16(a) of the Exchange Act 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.





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.


20





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





The following table sets forth, as of
October 11, 2010, 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.  As of the date of this report, there were no securities
exchangeable for or convertible or exercisable into common stock.





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 directors
                      as
      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)
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. 
The Company does not have outstanding any options, warrants or other rights
outstanding that entitle anyone to acquire shares of capital stock.





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,
2010, the Company borrowed an aggregate of $2,670 from Bethesda Financial Group,
LLC, an entity controlled by our officer and director.  Since inception,
the Company has borrowed an aggregate of $17,520 from its affiliates.  Each
of the loans is evidenced by a promissory note which is payable on demand with
interest calculated at the rate of 8% per annum.  The proceeds from the
loans have been utilized by the Company to cover the costs and expenses incurred
in connection with the preparation and filing of Exchange Act reports and the
target entity selection and the due diligence process.





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.


21





Item
14. Principal Accounting Fees and Services.





AUDIT
FEES. The aggregate fees billed for professional services rendered by
Silberstein Ungar PLLC for the audits of the Company's annual financial
statements for the fiscal years ending on June 30, 2010 and 2009 were $2,200 and
$2,500, respectively.  The aggregate fees billed for professional fees
rendered in connection with the reviews of the financial statements included in
the Company's Quarterly Reports on Form 10-Q for the fiscal years
ending  June 30, 2010 and June 30, 2009 were $1,650 and $1,650,
respectively.





AUDIT-RELATED
FEES.  The aggregate fees billed by Silberstein Ungar 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 Silberstein Ungar PLLC for tax-related
services rendered for the Company for the last fiscal year were $0.





ALL OTHER
FEES. The aggregate fees billed for services rendered to the Company by
Silberstein Ungar PLLC, other than the audit services fees referenced
above.





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 minimus exceptions for non-audit
services described in Section 10A(i)(1)(B) of the Exchange Act 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 FirmBalance
      Sheet for the years ended June 30, 2010 and 2009.Statement
      of Operations for the years ended June 30, 2010 and 2009 and cumulative
      since inception (January 22, 2008) to June 30, 2009.Statement
      of Stockholders’ Deficit for the years ended June 30, 2010 and 2009 and
      cumulative since inception (January 22, 2008) as of June 30,
      2010.Statement
      of Cash Flows for the years ended June 30, 2010 and 2009 and cumulative
      since inception (January 22, 2008) to June 30, 2010.Notes
      to Financial Statements


22





(b)
            Exhibits.





The following are filed as exhibits to
this report:





Exhibit
                  No.
                
                Description
                
                Location
                  Reference3.1
                
                Articles
      of Incorporation
                
                13.2
                
                Bylaws
                
                110.1
                
                Form
      of Promissory Note made by the registrant in favor of  Bethesda
      Marketing Group, LLC .
                
                123.1
                
                Consent
      of Independent Registered Accountant
                
                231.1
                
                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.
                
                232.1
                
                Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
      Section
                  906
      of the Sarbanes-Oxley Act of 2002.
                
                2





1.
            Incorporated
      by reference to the registrant's registration statement on Form 10 as
      filed with the SEC on August 1,
2008


2.
            Filed
      herewith


23


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 October 11, 2010.





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 October 11, 2010.





Signature
            
            Title/s/ David M. McNamee
            
            President,
      Principal Executive Officer, Principal Financial
  Officer.David
      M. McNamee
            
            Principal
      Accounting Officer and Director


24