UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-K





[X]
ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934





For the
fiscal year ended January 31, 2009





[  
] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934





For the
transition period from __________ to _________





Commission
file number: 333-152444





RX SCRIPTED,
INC.


(Name of
registrant in its charter)





Nevada
                  7389
                  26-1580812(State
      or jurisdiction
                  (Primary
      Standard
                  (IRS
      Employerof
      incorporation or
                  Industrial
                  Identificationorganization)
                  Classification
                  No.)Code
      Number)





201
Creekvista Drive


Holly Springs, North
Carolina 27540


(Address
of principal executive offices)





(919)
552-3133


(Registrant's
telephone number)





SECURITIES
REGISTERED PURSUANT TO SECTION 12(B) OF


THE
EXCHANGE ACT:





None.





SECURITIES
REGISTERED PURSUANT TO SECTION 12(G) OF


THE
EXCHANGE ACT:





None.





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes [   ] No [X].





Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act. Yes [   ] No [X]





Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for
such shorter periods that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes [X]
No [   ]





Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K  contained in this form, and no disclosure will be
contained, to the best of the 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]





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]








Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes [X] No [  ].





The
aggregate market value of the issuer's voting and non-voting common equity held
by non-affiliates computed by reference to the closing price of such common
equity on the Over-The-Counter Bulletin Board as of July 31, 2008, the end of
the issuer’s most recently completed second fiscal quarter, was $0 as there was
no market for the issuer’s common equity as of July 31, 2008.





At April
28, 2009, there were 3,282,500 shares of the Issuer's common stock
outstanding.





TABLE
OF CONTENTS





PART
I





ITEM
      1. BUSINESS
            4ITEM
      1A. RISK FACTORS
            7ITEM
      2. PROPERTIES
            13ITEM
      3. LEGAL PROCEEDINGS
            13ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
            13





PART
II





ITEM
      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
      8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
                F-1ITEM
      9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
      FINANCIAL DISCLOSURE
                18ITEM
      9A. CONTROLS AND PROCEDURES
                18ITEM
      9B. OTHER INFORMATION
                18





PART
III




ITEM
      10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
            19ITEM
      11. EXECUTIVE COMPENSATION
            21ITEM
      12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
      RELATED STOCKHOLDER MATTERS
            22ITEM
      13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
            22ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
            24





PART
IV





ITEM
      15. EXHIBITS
            25SIGNATURES
            26





PART
I





FORWARD-LOOKING
STATEMENTS





ALL
STATEMENTS IN THIS DISCUSSION THAT ARE NOT HISTORICAL ARE FORWARD-LOOKING
STATEMENTS WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED. STATEMENTS PRECEDED BY, FOLLOWED BY OR THAT OTHERWISE INCLUDE
THE WORDS "BELIEVES", "EXPECTS", "ANTICIPATES", "INTENDS", "PROJECTS",
"ESTIMATES", "PLANS", "MAY INCREASE", "MAY FLUCTUATE" AND SIMILAR EXPRESSIONS OR
FUTURE OR CONDITIONAL VERBS SUCH AS "SHOULD", "WOULD", "MAY" AND "COULD" ARE
GENERALLY FORWARD-LOOKING IN NATURE AND NOT HISTORICAL FACTS. THESE
FORWARD-LOOKING STATEMENTS WERE BASED ON VARIOUS FACTORS AND WERE DERIVED
UTILIZING NUMEROUS IMPORTANT ASSUMPTIONS AND OTHER IMPORTANT FACTORS THAT COULD
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE FORWARD-LOOKING
STATEMENTS. FORWARD-LOOKING STATEMENTS INCLUDE THE INFORMATION CONCERNING OUR
FUTURE FINANCIAL PERFORMANCE, BUSINESS STRATEGY, PROJECTED PLANS AND OBJECTIVES.
THESE FACTORS INCLUDE, AMONG OTHERS, THE FACTORS SET FORTH BELOW UNDER THE
HEADING "RISK FACTORS." ALTHOUGH WE BELIEVE THAT THE EXPECTATIONS REFLECTED IN
THE FORWARD-LOOKING STATEMENTS ARE REASONABLE, WE CANNOT GUARANTEE FUTURE
RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS. MOST OF THESE FACTORS
ARE DIFFICULT TO PREDICT ACCURATELY AND ARE GENERALLY BEYOND OUR CONTROL. WE ARE
UNDER NO OBLIGATION TO PUBLICLY UPDATE ANY OF THE FORWARD-LOOKING STATEMENTS TO
REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE HEREOF OR TO REFLECT THE
OCCURRENCE OF UNANTICIPATED EVENTS. READERS ARE CAUTIONED NOT TO PLACE UNDUE
RELIANCE ON THESE FORWARD-LOOKING STATEMENTS. REFERENCES IN THIS FORM 10-K,
UNLESS ANOTHER DATE IS STATED, ARE TO JANUARY 31, 2009. AS USED HEREIN, THE
"COMPANY," “RX SCRIPTED,” "WE," "US," "OUR" AND WORDS OF SIMILAR MEANING REFER
TO RX SCRIPTED, INC.





ITEM
1. BUSINESS





Overview





The
Company was originally incorporated as a North Carolina limited liability
corporation on December 30, 2004.  In December 2007, its manager
decided it was in the best interests of the limited liability company to convert
to a Nevada corporation, and as such, we filed Articles of Conversion on
December 5, 2007 to reincorporate in Nevada.  Through the conversion,
the sole interest holder of the limited liability company, MaryAnne McAdams, our
sole officer and Director, exchanged 100% of the membership interests in the
limited liability company for 1,500,000 shares of the Company’s common
stock.  Other than the change from a North Carolina limited liability
company to a Nevada corporation, the operations of the Company, debts,
liabilities, employees and contracts all remained the same.  Our
mailing address is 201 Creekvista Drive, Holly Springs, North Carolina 27540,
our telephone number is (919) 552-3133, and our fax number is
919-552-3133.





Business
Operations





The
Company is an event planning consulting company engaged in the planning and
execution of medical meetings and educational programs for nurses, physicians,
pharmacists and other healthcare professionals.  We plan to work with
pharmaceutical companies and other healthcare education consulting groups to
provide complete event planning services.  We plan to provide these
services at a discounted rate, while maintaining the highest level of service
available in the industry to our customers.  Our goal is to provide
each customer with personalized service throughout the planning and event
process by assigning each event an Executive Producer (“EP”).  The EP
will assume all responsibilities for the event, including regular communication
with the client.  While we currently have only one employee, our sole
officer and Director, MaryAnne McAdams, in the event we obtain contracts and
clients, and funding permitting, we plan to hire additional employees to serve
as EP’s on a going forward basis. RX Scripted plans to offer a variety of event
planning services, based on our customer’s individual program
needs.  As of the date of this report, we have had limited to no
operations for the past two fiscal years.  We did not generate any
significant revenues during the past fiscal year and have generated nominal
revenues to date.


-4-


Since the
Company’s inception in 2004 until May 2006, the Company planned and executed
over 50 medical meetings around the country.  In May 2006, the Company
lost its largest client and as a result, revenues dropped
sharply.  Subsequently in fiscal 2006, MaryAnne McAdams ceased
performing services for the Company to go on personal leave, and in the interim,
the Company ceased business operations.  In November 2007, Mrs.
McAdams once again began performing services for the Company, and the Company is
currently in the planning stage of its business development, with limited to no
operations.





Over the
past few years, the medical meeting planning industry has seen many
changes.   The biggest change in the industry is that
pharmaceutical and other healthcare agencies are trying to remove themselves
from the planning and execution process, in order to comply with new
Pharmaceutical Research and Manufacturers of America (“PhRMA”) Guidelines, which
were enacted in 2005.  We believe that this provides the Company with
a unique opportunity to “fill the gap” between the pharmaceutical/educational
companies and their need to continue to provide educational and promotional
events.





In order
to provide its future clients with a single source solution to their event
planning needs, the Company plans to offer a wide range of services that
encompass the event planning process including general management, concept
creation, and execution. The Company believes that its creative talent, personal
service, leadership and its willingness to commit capital to provide an increase
in personnel, and to develop or acquire new clients will provide it with a
competitive edge.





In July
2008, the Company entered into a verbal agreement with EM Corporation (“EM”),
pursuant to which the Company will handle all aspects of EM’s travel
planning.  The Company also anticipates handling meeting logistics for
EM in the near future.  There are no assurances however that this
business relationship will ever become a major revenue source for the
Company.  Eddie Morgan, a principal of EM, is the father of MaryAnne
McAdams, our sole officer and Director.  During the three months ended
July 31, 2008, we generated $100 from EM, but generated no revenues from EM
during the six months ended January 31, 2009.





Industry and Market
Overview





The
Company believes that the events industry in the United States is highly
fragmented with several local and regional vendors that provide a limited range
of services in two main segments: 1) business communications and event
management; and 2) meeting, conferences and trade shows. The industry also
consists of specialized vendors such as production companies, meeting planning
companies, and destination logistics companies that may offer their services
outside of the events industry.




The
market for pharmaceutical meeting planning services is
robust.  According to a report published in April of 2007 by the
Healthcare Exhibitors Association, attendance at healthcare meetings is up 13.8
percent since 2001.  We believe that given the recent changes in the
regulatory climate in the healthcare industry, the majority of pharmaceutical
companies are looking to outside vendors to manage the meetings function and
keep them in compliance with regulations.




Principal Products and
Services





Our
current planned services (which are subject to change) may include:




·
            venue
      prospecting and management,·
            contract
      negotiation,·
            menu
      planning,·
            audio/visual
      equipment rental arrangements,·
            car/limo
      arrangements for program speaker(s) or attendees (as
      appropriate),·
            travel/hotel
      accommodations (as appropriate),·
            attendee
      registration confirmation with name badges,·
            preparation
      of an event resume to outline all program details,·
            generation
      of an electronic flyer (e-flyer) to promote the event,·
            invoice
      reconciliation,·
            managing
      RSVP process (as requested):·
            coordination
      and delivery of relevant materials for program (as
    requested):*
      communication with fulfillment house regarding specific materials to be
      delivered for program,*
      coordination and delivery of educational “props” for each program,
      and·
            regular
      communication to assess and evaluate planning process and program
      execution.


-5-


Revenue Generation /
Management Service Fees





For all
events or programs the Meeting Planning and Management Fee will be based on
completing all of the above listed activities (as requested) and the number of
meeting participants as follows (which fees are subject to change):





<30
      participants:
            $35/person31-74
      participants:
            $33/person>75
      participants:
            $30/person





The
Meeting Planning and Management Fee for client staff attendees at each program
will be as follows (subject to change):





<5
      Client attendees:
            No
      Charge>5
      Client attendees:
            $150
      flat rate




For those
meetings where the Company is not processing attendee registrations, there will
be a meeting planning fee of 5% of the total meeting costs.





For
meetings which are developed and accredited through the Company there is a fee
of 15% of the total meeting costs.





We
project that the Company will need an additional $125,000 of funding in order to
complete its business plan, which amount includes approximately $50,000 which
the Company will require for its ongoing operations for the next twelve
months.   The Company also anticipates seeking to raise additional
debt and/or equity financing to support its ongoing activities.





Intellectual
Property





RX
Scripted, Inc. owns the rights to the internet domain name, www.rxscripted.com;
however, such website is not currently operational and the Company does not
anticipate that such website will be operational until the Company can raise
additional funds, if ever.  The Company does not own any patents or
licenses related to its products or services nor any copyrights or
trademarks.





Marketing and Growth
Strategy





The major
focus of our growth strategy over the next several years will be the development
of new customers (pharmaceutical and medical educational companies) and
partnerships (continuing education accreditation companies); design and
enhancement of our website to enhance the ease of communication to our clients
and their customers (meeting attendees), as well as the deployment of
independent contractors to increase new business, funding
permitting.


-6-


We have
not entered into any preliminary negotiations or discussions with any new
business acquisition targets, nor do we have any definitive agreements in place
with any such businesses, except for Slate Pharmaceuticals,
Inc.  However, if we have adequate funding at some time in the future,
of which there can be no assurance, we may take steps to acquire new business
targets to expand and increase our operations.  Any such acquisition
would require raising substantial additional capital, of which there can be no
assurance.





We also
plan to fuel our growth through a broader, carefully designed growth strategy
that includes utilizing the various contacts that we have within the
pharmaceutical industry, as well as building new client relationships, expanding
our target list (by utilizing independent contractors) and developing new
marketing, advertising and public relations materials, of which there can be no
assurance.





EMPLOYEES





As of the
date of this report, we have only one employee, MaryAnne McAdams, who is not
paid any salary or accruing any salary.  Currently, Mrs. McAdams is
the Company’s sole officer and Director. Mrs. McAdams has employment separate
from the Company’s operations and therefore she is only able to spend a limited
amount of time on the Company’s operations.  The Company does not have
an employment agreement with Mrs. McAdams.





COMPETITION





Companies
in the event planning industry compete based on service breadth and quality,
creativity, responsiveness, geographic proximity to clients, and price. Most
vendors of outsourced event services in the healthcare industry are large,
international corporations which are unable to provide customized, personal
service to their smaller clients. We will compete primarily with a large number
of national and regional firms as well as specialized vendors such as production
companies, meeting planning companies (such as Medpoint Communications and
Cardinal Health Communications) and destination logistics companies. Most of
these competitors and specialized vendors provide a much larger range of
services relative to what we hope to be able to offer to clients in the future,
funding permitting.  However, we view this as a competitive
advantage.  We plan to specialize in working with smaller
pharmaceutical and educational companies.  We believe that we will be
able to provide them with a high level of customer service that the larger firms
would be unwilling to provide, based on the client’s limited marketing and/or
promotional budget.  The Company plans to offer a comprehensive
solution to client organizations with the assurance of a high quality of service
and the opportunity to form a long-term relationship.




ITEM 1A. RISK
FACTORS.





WE
REQUIRE ADDITIONAL CAPITAL IN ORDER TO TAKE THE NECESSARY STEPS TO GROW OUR
BUSINESS.





Currently,
RX Scripted does not have available funds to develop the marketing and
advertising materials or fund other operating and general and administrative
expenses necessary to grow its business.  Further, the Company does
not have the funds available to hire independent contractors.  The
Company does have an outstanding Revolving Credit Promissory Note with Kevin
McAdams, the husband of the Company’s Chief Executive Officer MaryAnne McAdams
(the “Note”) in the amount of $37,500; however, $35,900 available under the Note
had been borrowed as of the date of this report.  If we cannot secure
additional financing, our growth and operations could be impaired by limitations
on our access to capital. There can be no assurance that capital from outside
sources will be available, or if such financing is available, that it will be on
terms that management deems sufficiently favorable. If we are unable to obtain
additional financing upon terms that management deems sufficiently favorable, or
at all, it would have a material adverse impact upon our ability to conduct our
business operations and pursue our expansion strategy.  As of the date
of this report, we have only limited operations, and did not generate any
significant revenues during the year ended January 31, 2008 or
2009.  In the event we do not raise additional capital from
conventional sources, it is likely that we may need to scale back or curtail
implementing our business plan, which could cause any securities in the Company
to be worthless.


-7-


WE
HAVE HISTORICALLY GENERATED LIMITED REVENUES AND HAVE GENERATED ONLY NOMINAL
REVENUES FOR A PERIOD OF OVER TWO YEARS





We did
not generate any revenues for the year ended January 31, 2008.  For
the year ended January 31, 2009, we generated nominal revenues of
$100.  This lack of revenues is largely due to the fact that we lost
our largest client in mid-2006 and the president and Chief Executive Officer,
MaryAnne McAdams, went on personal leave shortly thereafter.  Even
during the fiscal year ended January 31, 2007, the last time that we had
revenues prior to the three months ended July 31, 2008, the revenues totaling
$5,705 were insufficient to support our expenses.  Furthermore, we
anticipate our expenses increasing in the future.  Although, Mrs.
McAdams is now involved in the day to day operations of the business, as well as
the strategy for future growth, we do not currently generate significant
revenues and have only limited operations.  We can make no assurances
that we will be able to generate any revenues in the future, that we will have
sufficient funding to support our operations and pay our expenses and/or that we
will be able to gain clients in the future to build our business
operations.  In the event we are unable to generate revenues and/or
support our operations, we will be forced to curtail and/or abandon our current
business plan and any investment in the Company could become
worthless.





SHAREHOLDERS
WHO HOLD UNREGISTERED SHARES OF OUR COMMON STOCK ARE SUBJECT TO RESALE
RESTRICTIONS PURSUANT TO RULE 144, DUE TO OUR STATUS AS A “SHELL
COMPANY.”





Pursuant
to Rule 144 of the Securities Act of 1933, as amended (“Rule 144”), a “shell
company” is defined as a company that has no or nominal operations; and, either
no or nominal assets; assets consisting solely of cash and cash equivalents; or
assets consisting of any amount of cash and cash equivalents and nominal other
assets.  As such, we are a “shell company” pursuant to Rule 144, and
as such, sales of our securities pursuant to Rule 144 are not able to be made
until 1) we have ceased to be a “shell company; 2) we are subject to Section 13
or 15(d) of the Securities Exchange Act of 1934, as amended, and have filed all
of our required periodic reports for the prior one year period; and a period of
at least twelve months has elapsed from the date “Form 10 information” has been
filed with the Commission reflecting the Company’s status as a non-“shell
company.”  Because none of our securities can be sold pursuant to Rule
144, until at least a year after we cease to be a “shell company”, any
securities you purchase in an offering or that we issue to consultants,
employees, in consideration for services rendered or for any other purpose will
have no liquidity until and unless such securities are registered with the
Commission, an exemption for sales can be relied upon other than Rule 144 and/or
until a year after we cease to be a “shell company” and have complied with the
other requirements of Rule 144, as described above.  As a result, you
may never be able to sell shares you purchase in the Company, and it may be
harder for us to fund our operations and pay our consultants with our securities
instead of cash.  Furthermore, it will be harder or us to raise
funding through the sale of debt or equity securities unless we agree to
register such securities with the Commission, which could cause us to expend
additional resources in the future.  Our status as a “shell company”
could prevent us from raising additional funds, engaging consultants, using our
securities to pay for any acquisitions (although none are currently planned),
which could cause the value of our securities, if any, to decline in value or
become worthless.   Furthermore, as we may not ever cease to be a
“shell company,” investors who purchase shares of our securities may be forced
to hold such securities indefinitely.


-8-


THE
SUCCESS OF THE COMPANY DEPENDS HEAVILY ON MARYANNE MCADAMS AND HER INDUSTRY
CONTACTS.





The
success of the Company will depend on the abilities of MaryAnne McAdams, the
President and Chief Executive Officer of the Company, to generate business from
her existing contacts and relationships within the pharmaceutical and healthcare
industry.  The loss of Mrs. McAdams will have a material adverse
effect on the business, results of operations (if any) and financial condition
of the Company.  In addition, the loss of Mrs. McAdams may force the
Company to seek a replacement who may have less experience, fewer contacts, or
less understanding of the business.  Further, we can make no
assurances that we will be able to find a suitable replacement for Mrs. McAdams,
which could force the Company to curtail its operations and/or cause any
investment in the Company to become worthless.  The Company does not
have an employment agreement with Mrs. McAdams nor any key man insurance on Mrs.
McAdams.





OUR
“AFFILIATES” EXERCISE MAJORITY VOTING CONTROL OVER THE COMPANY AND CONTROL OVER
CORPORATE DECISIONS INCLUDING THE APPOINTMENT OF NEW DIRECTORS.





MaryAnne
McAdams, our sole Director and officer can vote an aggregate of 1,500,000 shares
of our common stock, currently equal to 45.70% of our outstanding common stock,
and David M. Loev, our attorney, can vote an aggregate of 1,500,000 shares of
our common stock, currently equal to 45.70% of our outstanding common
stock.  Therefore, Ms. McAdams and Mr. Loev, our “affiliates” can
currently vote 91.39% of our outstanding shares of common stock and will
therefore exercise control in determining the outcome of all corporate
transactions or other matters, including the election and removal of Directors,
mergers, consolidations, the sale of all or substantially all of our assets, and
also the power to prevent or cause a change in control. Any investors who
purchase shares will be minority shareholders and as such will have little to no
say in the direction of the Company and the election of Directors. Additionally,
it will be difficult if not impossible for investors to remove Mrs. McAdams as a
Director of the Company, which will mean she will remain in control of who
serves as officers of the Company as well as whether any changes are made in the
Board of Directors. As a potential investor in the Company, you should keep in
mind that even if you own shares of the Company's Common Stock and wish to vote
them at annual or special shareholder meetings, your shares will likely have
little effect on the outcome of corporate decisions.





OUR
SOLE OFFICER AND DIRECTOR HAS OTHER EMPLOYMENT OUTSIDE OF THE COMPANY, AND AS
SUCH, MAY NOT BE ABLE TO DEVOTE SUFFICIENT TIME TO OUR OPERATIONS.





MaryAnne
McAdams, our sole officer and Director, currently has employment outside of the
Company.  As such, Mrs. McAdams only spends approximately 6 hours per
week on Company matters and 10 hours per week working as an independent sales
consultant to the Pharmaceutical Industry, and as such she may not be able to
devote a sufficient amount of time to our operations.  This may be
exacerbated by the fact that MaryAnne McAdams is currently our only officer and
Director.  If Mrs. McAdams is not able to spend a sufficient amount of
her available time on our operations, we may never gain any clients, may not
ever generate any revenue and/or any investment in the Company could become
worthless.





OUR
LIMITED OPERATING HISTORY MAKES IT DIFFICULT TO FORECAST OUR FUTURE RESULTS,
MAKING ANY INVESTMENT IN US HIGHLY SPECULATIVE.





We have a
limited operating history, and our historical financial and operating
information is of limited value in predicting our future operating
results.  We may not accurately forecast customer behavior and
recognize or respond to emerging trends, changing preferences or competitive
factors facing us, and, therefore, we may fail to make accurate financial
forecasts.  Our current and future expense levels are based largely on
our investment plans and estimates of future revenue.  As a result, we
may be unable to adjust our spending in a timely manner to compensate for any
unexpected revenue shortfall, which could then force us to curtail or cease our
business operations.


-9-


OUR
LOSSES RAISE DOUBT AS TO WHETHER WE CAN CONTINUE AS A GOING
CONCERN.





We had
cumulative operating losses through January 31, 2009 of $94,963 and had a
working capital deficit at January 31, 2009 of $63,713.  These factors
among others indicate that we may be unable to continue as a going concern,
particularly in the event that we cannot generate revenues, obtain additional
financing and/or attain profitable operations. As such, there is substantial
doubt as to our ability to continue as a going concern.  The
accompanying financial statements do not include any adjustments that might
result from the outcome of this uncertainty and if we cannot continue as a going
concern, your investment in us could become devalued or worthless.




OUR
INDUSTRY IS HIGHLY COMPETITIVE.





The
medical meeting and event planning industry is highly competitive and
fragmented. The Company expects competition to intensify in the future. The
Company competes in its market with numerous national, regional and local event
production companies, many of which have substantially greater financial,
managerial and other resources than those presently available to the Company.
Numerous well-established companies are focusing significant resources on
providing event marketing, design and production services that currently compete
and will compete with the Company's services in the future.  Although
we believe that there is a need for a “niche” business, such as ours and that
can provide logistical expertise at a reduced cost, the Company can make no
assurance that it will be able to effectively compete with these other companies
or that competitive pressures, including possible downward pressure on the
prices we charge for our services, will not arise. In the event that the Company
cannot effectively compete on a continuing basis or competitive pressures arise,
such inability to compete or competitive pressures will have a material adverse
effect on the companies business, results of operations and financial
condition.





OUR
GROWTH WILL PLACE SIGNIFICANT STRAINS ON OUR RESOURCES.





Since
mid-2006, when Mrs. McAdams temporarily ceased performing services for the
Company (although she remained as a manager of the Company’s predecessor entity,
RX Scripted, LLC) to go on personal leave, the Company has had little to no
operations.  In November 2007, Mrs. McAdams resumed performing
services for the Company, as the Company’s President and Chief Executive
Officer.  The Company is currently in the planning stage, with only
limited operations, and is currently seeking out potential planning events and
sources of revenue, although it has not generated any significant revenues since
the year ended January 31, 2007, and such revenues were insufficient to support
its ongoing expenses. The Company's growth, if any, is expected to place a
significant strain on the Company's managerial, operational and financial
resources as MaryAnne McAdams is our only officer and employee and the Company
will likely continue to have limited employees in the
future.  Furthermore, assuming the Company receives contracts, it will
be required to manage multiple relationships with various customers and other
third parties. These requirements will be exacerbated in the event of further
growth of the Company or in the number of its contracts. There can be no
assurance that the Company's systems, procedures or controls will be adequate to
support the Company's operations or that the Company will be able to achieve the
rapid execution necessary to successfully offer its services and implement its
business plan. The Company's future operating results, if any, will also depend
on its ability to add additional personnel commensurate with the growth of its
business, if any. If the Company is unable to manage growth effectively, the
Company's business, results of operations and financial condition will be
adversely affected.





OUR
ARTICLES OF INCORPORATION, AS AMENDED, AND BYLAWS LIMIT THE LIABILITY OF, AND
PROVIDE INDEMNIFICATION FOR, OUR OFFICERS AND DIRECTORS.





Our
Articles of Incorporation, generally limit our officers' and Directors' personal
liability to the Company and its stockholders for breach of fiduciary duty as an
officer or Director except for breach of the duty of loyalty or acts or
omissions not made in good faith or which involve intentional misconduct or a
knowing violation of law. Our Articles of Incorporation, as amended, and Bylaws
provide indemnification for our officers and Directors to the fullest extent
authorized by the Nevada Revised Statutes against all expense, liability, and
loss, including attorney's fees, judgments, fines excise taxes or penalties and
amounts to be paid in settlement reasonably incurred or suffered by an officer
or Director in connection with any action, suit or proceeding, whether civil or
criminal, administrative or investigative (hereinafter a "Proceeding") to which
the officer or Director is made a party or is threatened to be made a party, or
in which the officer or Director is involved by reason of the fact that he or
she is or was an officer or Director of the Company, or is or was serving at the
request of the Company as an officer or Director of another corporation or of a
partnership, joint venture, trust or other enterprise whether the basis of the
Proceeding is alleged action in an official capacity as an officer or Director,
or in any other capacity while serving as an officer or Director. Thus, the
Company may be prevented from recovering damages for certain alleged errors or
omissions by the officers and Directors for liabilities incurred in connection
with their good faith acts for the Company.  Such an indemnification
payment might deplete the Company's assets. Stockholders who have questions
respecting the fiduciary obligations of the officers and Directors of the
Company should consult with independent legal counsel. It is the position of the
Securities and Exchange Commission that exculpation from and indemnification for
liabilities arising under the Securities Act of 1933, as amended and the rules
and regulations thereunder is against public policy and therefore
unenforceable.


-10-


IN
THE FUTURE, WE WILL INCUR SIGNIFICANT INCREASED COSTS AS A RESULT OF OPERATING
AS A FULLY REPORTING COMPANY IN CONNECTION WITH SECTION 404 OF THE SARBANES
OXLEY ACT, AND OUR MANAGEMENT WILL BE REQUIRED TO DEVOTE SUBSTANTIAL TIME TO NEW
COMPLIANCE INITIATIVES.





Moving
forward, we anticipate incurring significant legal, accounting and other
expenses in connection with our status as a fully reporting public company. The
Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and new rules subsequently
implemented by the SEC have imposed various new requirements on public
companies, including requiring changes in corporate governance practices. As
such, our management and other personnel will need to devote a substantial
amount of time to these new compliance initiatives. Moreover, these rules and
regulations will increase our legal and financial compliance costs and will make
some activities more time-consuming and costly. In addition, the Sarbanes-Oxley
Act requires, among other things, that we maintain effective internal controls
for financial reporting and disclosure of controls and procedures. Our
compliance with Section 404 will require that we incur substantial accounting
expense and expend significant management efforts. We currently do not have an
internal audit group, and we will need to hire additional accounting and
financial staff with appropriate public company experience and technical
accounting knowledge. Moreover, if we are not able to comply with the
requirements of Section 404 in a timely manner, or if we or our independent
registered public accounting firm identifies deficiencies in our internal
controls over financial reporting that are deemed to be material weaknesses, the
market price of our stock could decline, and we could be subject to sanctions or
investigations by the SEC or other regulatory authorities, which would require
additional financial and management resources.





WE
DO NOT CURRENTLY HAVE A PUBLIC MARKET FOR OUR SECURITIES. IF THERE IS A MARKET
FOR OUR SECURITIES IN THE FUTURE, SUCH MARKET MAY BE VOLATILE AND
ILLIQUID.





In
November 2008, we obtained quotation for our common stock on the
Over-The-Counter Bulletin Board (“OTCBB”) under the symbol
RXSS.OB.  However, there is currently no public market for our common
stock, and we can make no assurances that there will be a public market for our
common stock in the future. If there is a market for our common stock in the
future, we anticipate that such market would be illiquid and would be subject to
wide fluctuations in response to several factors, including, but not limited
to:





(1)
actual or anticipated variations in our results of operations;





(2) our
ability or inability to generate new revenues;





(3)
increased competition; and





(4)
conditions and trends in the medical event planning industry.


-11-


Furthermore,
our stock price may be impacted by factors that are unrelated or
disproportionate to our operating performance. These market fluctuations, as
well as general economic, political and market conditions, such as recessions,
interest rates or international currency fluctuations may adversely affect the
market price and liquidity of our common stock.





INVESTORS
MAY FACE SIGNIFICANT RESTRICTIONS ON THE RESALE OF OUR COMMON STOCK DUE TO
FEDERAL REGULATIONS OF PENNY STOCKS.





Once our
common stock will be subject to the requirements of Rule 15(g)9, promulgated
under the Securities Exchange Act as long as the price of our common stock is
below $5.00 per share. Under such rule, broker-dealers who recommend low-priced
securities to persons other than established customers and accredited investors
must satisfy special sales practice requirements, including a requirement that
they make an individualized written suitability determination for the purchaser
and receive the purchaser's consent prior to the transaction. The Securities
Enforcement Remedies and Penny Stock Reform Act of 1990, also requires
additional disclosure in connection with any trades involving a stock defined as
a penny stock. Generally, the Commission defines a penny stock as any equity
security not traded on an exchange or quoted on NASDAQ that has a market price
of less than $5.00 per share. The required penny stock disclosures include the
delivery, prior to any transaction, of a disclosure schedule explaining the
penny stock market and the risks associated with it. Such requirements could
severely limit the market liquidity of the securities and the ability of
purchasers to sell their securities in the secondary market.








IF
WE ARE LATE IN FILING OUR QUARTERLY OR ANNUAL REPORTS WITH THE SEC, WE MAY BE
DE-LISTED FROM THE OVER-THE-COUNTER BULLETIN BOARD.





Pursuant
to Over-The-Counter Bulletin Board ("OTCBB") rules relating to the timely filing
of periodic reports with the SEC, any OTCBB issuer which fails to file a
periodic report (Form 10-Q's or 10-K's) by the due date of such report (not
withstanding any extension granted to the issuer by the filing of a Form
12b-25), three (3) times during any twenty-four (24) month period is
automatically de-listed from the OTCBB. Such removed issuer would not be
re-eligible to be listed on the OTCBB for a period of one-year, during which
time any subsequent late filing would reset the one-year period of de-listing.
If we are late in our filings three times in any twenty-four (24) month period
and are de-listed from the OTCBB, our securities may become worthless and we may
be forced to curtail or abandon our business plan.





SHAREHOLDERS
MAY BE DILUTED SIGNIFICANTLY THROUGH OUR EFFORTS TO OBTAIN FINANCING AND SATISFY
OBLIGATIONS THROUGH THE ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON
STOCK.





We have
no committed source of financing. Wherever possible, our Board of Directors will
attempt to use non-cash consideration to satisfy obligations. In many instances,
we believe that the non-cash consideration will consist of restricted shares of
our common stock. Our Board of Directors has authority, without action or vote
of the shareholders, to issue all or part of the authorized but unissued shares
of common stock. In addition, if a trading market develops for our common stock,
we may attempt to raise capital by selling shares of our common stock, possibly
at a discount to market. These actions will result in dilution of the ownership
interests of existing shareholders, may further dilute common stock book value,
and that dilution may be material. Such issuances may also serve to enhance
existing management’s ability to maintain control of the Company because the
shares may be issued to parties or entities committed to supporting existing
management.





STATE
SECURITIES LAWS MAY LIMIT SECONDARY TRADING, WHICH MAY RESTRICT THE STATES IN
WHICH AND CONDITIONS UNDER WHICH YOU CAN SELL SHARES.





Secondary
trading in our common stock will not be possible in any state until the common
stock is qualified for sale under the applicable securities laws of the state or
there is confirmation that an exemption, such as listing in certain recognized
securities manuals, is available for secondary trading in the state. If we fail
to register or qualify, or to obtain or verify an exemption for the secondary
trading of the common stock in any particular state, the common stock could not
be offered or sold to, or purchased by, a resident of that state. In the event
that a significant number of states refuse to permit secondary trading in our
common stock, the liquidity for the common stock could be significantly
impacted.


-12-


BECAUSE
WE ARE NOT SUBJECT TO COMPLIANCE WITH RULES REQUIRING THE ADOPTION OF CERTAIN
CORPORATE GOVERNANCE MEASURES, OUR STOCKHOLDERS HAVE LIMITED PROTECTIONS AGAINST
INTERESTED DIRECTOR TRANSACTIONS, CONFLICTS OF INTEREST AND SIMILAR
MATTERS.





The
Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the
SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a
result of Sarbanes-Oxley, require the implementation of various measures
relating to corporate governance. These measures are designed to enhance the
integrity of corporate management and the securities markets and apply to
securities that are listed on those exchanges or the Nasdaq Stock Market.
Because we are not presently required to comply with many of the corporate
governance provisions and because we chose to avoid incurring the substantial
additional costs associated with such compliance any sooner than legally
required, we have not yet adopted these measures.





Because
our Directors are not independent directors, we do not currently have
independent audit or compensation committees. As a result, our Directors have
the ability to, among other things, determine their own level of compensation.
Until we comply with such corporate governance measures, regardless of whether
such compliance is required, the absence of such standards of corporate
governance may leave our stockholders without protections against interested
director transactions, conflicts of interest, if any, and similar matters and
any potential investors may be reluctant to provide us with funds necessary to
expand our operations.





We intend
to comply with all corporate governance measures relating to director
independence as and when required. However, we may find it very difficult or be
unable to attract and retain additional qualified officers, Directors and
members of board committees required to provide for our effective management as
a result of the Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley
Act of 2002 has resulted in a series of rules and regulations by the SEC that
increase responsibilities and liabilities of Directors and executive officers.
The perceived increased personal risk associated with these recent changes may
make it more costly or deter qualified individuals from accepting these
roles.





ITEM
2. PROPERTIES





The
Company’s sole officer and Director, MaryAnne McAdams currently supplies the
Company the use of office space in her home free of charge.  The
office space encompasses approximately 234 square feet.  Neither the
Company nor Mrs. McAdams currently has any plans of seeking alternative
arrangements for the Company’s office space and/or changing the terms of the
Company’s use of such office space.





ITEM
3. LEGAL PROCEEDINGS





From time
to time, we may become party to litigation or other legal proceedings that we
consider to be a part of the ordinary course of our business. We are not
currently involved in legal proceedings that could reasonably be expected to
have a material adverse effect on our business, prospects, financial condition
or results of operations. We may become involved in material legal proceedings
in the future.





ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS





No
matters were submitted to a vote of security holders during the fiscal quarter
ended January 31, 2009.


-13-


PART
II





ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES





In
November 2008, we obtained quotation for our common stock on the
Over-The-Counter Bulletin Board (“OTCBB”) under the symbol RXSS.OB; however, no
shares of our common stock have traded to date and there is currently no public
market for our common stock.





The
Company's common stock is considered a "penny stock" as defined in the
Commission's rules promulgated under the Exchange Act. The Commission's rules
regarding penny stocks impose additional sales practice requirements on
broker-dealers who sell such securities to persons other than established
customers and accredited investors (generally persons with net worth in excess
of $1,000,000 or an annual income exceeding $200,000 or $300,000 jointly with
their spouse). For transactions covered by the rules, the broker-dealer must
make a special suitability determination for the purchaser and receive the
purchaser's written agreement to the transaction prior to the sale. Thus the
Rules affect the ability of broker-dealers to sell the Company's shares should
they wish to do so because of the adverse effect that the Rules have upon
liquidity of penny stocks. Unless the transaction is exempt under the Rules,
under the Securities Enforcement Remedies and Penny Stock Reform Act of 1990,
broker-dealers effecting customer transactions in penny stocks are required to
provide their customers with (i) a risk disclosure document; (ii) disclosure of
current bid and ask quotations if any; (iii) disclosure of the compensation of
the broker-dealer and its sales personnel in the transaction; and (iv) monthly
account statements showing the market value of each penny stock held in the
customer's account. As a result of the penny stock rules, the market liquidity
for the Company's securities may be severely adversely affected by limiting the
ability of broker-dealers to sell the Company's securities and the ability of
purchasers of the securities to resell them.





DESCRIPTION
OF CAPITAL STOCK





We have
authorized capital stock consisting of 100,000,000 shares of common stock,
$0.001 par value per share (“Common Stock”) and 10,000,000 shares of preferred
stock, $0.001 par value per share (“Preferred Stock”).  As of the
filing of this report we have 3,282,500 shares of Common stock and no shares of
Preferred Stock issued and outstanding.





Common
Stock





The
holders of outstanding shares of Common Stock are entitled to receive dividends
out of assets or funds legally available for the payment of dividends of such
times and in such amounts as the board from time to time may
determine.  Holders of Common Stock are entitled to one vote for each
share held on all matters submitted to a vote of shareholders.  There
is no cumulative voting of the election of Directors then standing for
election.  The Common Stock is not entitled to pre-emptive rights and
is not subject to conversion or redemption.  Upon liquidation,
dissolution or winding up of our company, the assets legally available for
distribution to stockholders are distributable ratably among the holders of the
Common Stock after payment of liquidation preferences, if any, on any
outstanding payment of other claims of creditors.  Each outstanding
share of Common Stock is duly and validly issued, fully paid and
non-assessable.





Preferred
Stock





Shares of
Preferred Stock may be issued from time to time in one or more series, each of
which shall have such distinctive designation or title as shall be determined by
our Board of Directors (“Board of Directors”) prior to the issuance of any
shares thereof.  Preferred Stock shall have such voting powers, full
or limited, or no voting powers, and such preferences and relative,
participating, optional or other special rights and such qualifications,
limitations or restrictions thereof, as shall be stated in such resolution or
resolutions providing for the issue of such class or series of Preferred Stock
as may be adopted from time to time by the Board of Directors prior to the
issuance of any shares thereof.  The number of authorized shares of
Preferred Stock may be increased or decreased (but not below the number of
shares thereof then outstanding) by the affirmative vote of the holders of a
majority of the voting power of all the then outstanding shares of our capital
stock entitled to vote generally in the election of the Directors, voting
together as a single class, without a separate vote of the holders of the
Preferred Stock, or any series thereof, unless a vote of any such holders is
required pursuant to any Preferred Stock Designation.


-14-


Options,
Warrants and Convertible Securities





We have
no options or warrants outstanding.  We do have a Convertible
Promissory Note outstanding, which is held by our significant shareholder and
attorney, David M. Loev, which Convertible Note is described in greater detail
above under “Certain Relationships and Related Transactions.”





ITEM
6. SELECTED FINANCIAL DATA





Not
required pursuant to Item 301 of Regulation S-K.





ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS





The
following discussion should be read in conjunction with our financial
statements.





PLAN
OF OPERATIONS





We
believe that we will be able to continue our business operations for the next
three months with the current cash we have on hand, assuming that our expenses
remain constant.  We anticipate the need for approximately $50,000 in
the next twelve (12) months to continue our business operations and begin our
growth strategy, including building new client relationships, expanding our
target list through independent contractors and developing new marketing,
advertising and public relations materials.  Further, we anticipate
the need for approximately another $50,000 to expand our operations and complete
our business plan.  We have limited operations and revenues to date,
and can make no assurances that material sales of our services will develop in
the future, if at all.  Moving forward, we hope to build awareness of
our website, www.rxscripted.com and in turn create demand for our products and
services, of which there can be no assurance.





Critical
Accounting Policies:





Our
discussion and analysis of our financial condition and results of operations is
based upon our audited financial statements, which have been prepared in
accordance with accounting principals generally accepted in the United States.
The preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of any contingent assets and liabilities. On an
on-going basis, we evaluate our estimates, including those related to
uncollectible receivable, investment values, income taxes, the recapitalization
and contingencies. We base our estimates on various assumptions that we believe
to be reasonable under the circumstances, the results of which form the basis
for making judgments about carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.




Revenue
Recognition–Revenue from contracts for consulting services with fees based on time
and materials or cost-plus are recognized as the services are performed and
amounts are earned in accordance with the Securities Exchange Commission (the
“SEC”) Staff Accounting Bulletin (“SAB”) No. 101, “Revenue Recognition in
Financial Statements”, as amended by SAB No. 104 “Revenue Recognition”. The
Company considers amounts to be earned once evidence of an arrangement has been
obtained, services are delivered, fees are fixed or determinable, and
collectability is reasonably assured. For contracts with fixed fees, the Company
recognizes revenues as amounts become billable in accordance with contract
terms, provided the billable amounts are not contingent, are consistent with the
services delivered, and are earned.


-15-


RESULTS
OF OPERATIONS FOR THE YEAR ENDED JANUARY 31, 2009 COMPARED TO THE YEAR ENDED
JANUARY 31, 2008





We had
revenues of $100 for the year ended January 31, 2009, compared to revenues of $0
for the year ended January 31, 2008.  The $100 of revenues for the
year ended January 31, 2009, were attributable to services performed for EM, as
defined above.  We expect to have nominal to no revenues until such
time as we are able to establish a larger client base.





We had
selling, general and administrative expenses of $76,563 for the year ended
January 31, 2009, compared to $12,854 for the year ended January 31, 2008, an
increase of $63,709 or 496% from the prior period.  The increase in
selling, general and administrative expenses was mainly due to increased legal
and accounting expenses associated with our Private Placement Memorandum and
Registration Statement, as well as certain expenses associated with our
operations as a public company, which expenses were not present during the prior
period.





We had
net other expenses, consisting solely of interest expense, for the year ended
January 31, 2009 of $2,723, compared to $897 for the year ended January 31,
2008, an increase of $1,826 or 204% from the prior period. The increase is due
to us obtaining an interest bearing line of credit and convertible promissory
note during the second half of the year ended January 31, 2008 and incurring
interest expense in connection with these notes during the year ended January
31, 2009.





We had a
net loss of $79,186 for the year ended January 31, 2009, compared to a net loss
of $13,751 for the year ended January 31, 2008, an increase in net loss of
$65,435 or 476% from the prior period. The increase was mainly attributable to
the increase in selling, general and administrative expenses and the increase in
interest expense for the year ended January 31, 2009, compared to the year ended
January 31, 2008, as described above.




LIQUIDITY
AND CAPITAL RESOURCES





We had
total assets, consisting solely of current assets of cash and cash equivalents
of $224 as of January 31, 2009.





We had
total liabilities consisting solely of current liabilities of $63,937 as of
January 31, 2009, which included $396 of accounts payable and accrued expenses,
$7,591 of accounts payable and accrued expenses – related party, $2,950 of
advances from related parties and $53,000 of notes payable to related parties in
connection with the notes described below.





We had
negative working capital of $63,713 and a total accumulated deficit of $94,963
as of January 31, 2009.





We had
net cash used in operating activities of $33,485 for the year ended January 31,
2009, which was due to $79,186 of net loss, partially offset by $5,000 of
share-based compensation, relating to the shares which we agreed to issue to
Island Capital Management, LLC, doing business as Island Stock Transfer
(“Island”) who agreed to serve as the Company’s transfer agent for the term of
one year in consideration for $5,000 and 50,000 restricted shares of the
Company’s common stock in August 2008, which shares were not issued until
December 2008, a $33,611 decrease in prepaid and other assets, a $396 increase
in accounts payable and accrued expenses and a $6,694 increase in accounts
payable and accrued expenses - related party.





We had
$31,750 of net cash provided by financing activities for the year ended January
31, 2009, which was due to $23,250 of proceeds from sale of common stock and
$11,000 of proceeds of note payable - related party, offset by $2,500 of
payments of note payable - related party.





On
December 12, 2007, the Company entered into a Revolving Credit Promissory Note
with Kevin McAdams, the husband of the Company’s Chief Executive Officer,
MaryAnne McAdams (the “Note”).  The Note provided us with a $25,000
line of credit.  The Note was subsequently amended by an Amended
Revolving Credit Promissory Note entered into on or around March 18, 2009, which
increased the amount available under the Note to $37,500.  A total of
$25,500 had been borrowed pursuant to the Note as of January 31, 2009 and a
total of $35,900 had been borrowed as of the filing of this
report.  The Note has an interest rate of 4% per annum.  The
note originally had a due date of December 31, 2008, which date has since been
extended until October 31, 2009 pursuant to the amendment.


-16-


On March
11, 2008, with an effective date of September 18, 2007, the Company entered into
a Convertible Promissory Note (the “Convertible Note”), with David M. Loev, the
Company’s attorney and a significant shareholder of the Company.  The
Convertible Note evidenced amounts owed to Mr. Loev pursuant to the engagement
agreement entered into between the Company and Mr. Loev on September 18,
2007.  Pursuant to the engagement agreement, Mr. Loev received $5,000
upon the parties’ entry into the engagement agreement, and an aggregate of
1,500,000 shares of the Company’s common stock, which amount of cash and shares
have been paid to date, and an additional $30,000 in the form of the Convertible
Note.  The engagement agreement provided for Mr. Loev to perform
various legal services on the Company’s behalf including the preparation of
articles of incorporation, bylaws, organizational minutes, the Private Placement
Memorandum and related documents, the Registration Statement to register the
shares sold through the Private Placement Memorandum and amendments thereto, as
well as various services in connection with responding to FINRA comments in
connection with a 15c2-11 filing, as well as general corporate/securities
matters requested by the Company.





The
Convertible Note bears interest at the rate of seven percent (7%) per annum
until paid in full and any past due amounts bear interest at the rate of fifteen
percent (15%) per annum.  A total of $2,500 of the amount due under
the $30,000 Convertible Note was due five days after the end of the Private
Placement Memorandum offering, which amount has been paid to date, and the
remaining amount of the Note was due on October 31, 2008. On November 19,
2008, the Company entered into an Amended and Restated Convertible Promissory
Note with Mr. Loev that replaced and superseded the original Convertible
Note.  The amended Convertible Note extended the date the note is due
and payable to April 30, 2009.   In April 2009, the Company entered
into a Second Amended and Restated Convertible Promissory Note with Mr. Loev
that replaced and superseded the Amended and Restated Convertible
Note.  The Second Amended and Restated Convertible Note extended the
date the note is due and payable to October 31, 2009.  Other than the
extension of the due date, the terms and conditions of the Second Amended and
Restated Convertible Note are identical to the terms and conditions of the
Convertible Note. If not paid by the maturity date, any accrued and unpaid
principal then outstanding under the amended Convertible Note can be convertible
into shares of the Company’s common stock at the rate of one share of common
stock for each $0.10 owed under the Convertible Note.





From May
1, 2008 to July 15, 2008, the Company sold a total of 232,500 shares of common
stock for an aggregate of $23,250, to certain investors through a Private
Placement Memorandum offering.





The
Company estimates the need for approximately $50,000 of additional funding
during the next 12 months to continue our business operations and an additional
$50,000 to expand our operations as planned.  If we are unable to
raise adequate working capital for fiscal 2010, we will be restricted in the
implementation of our business plan.


-17-


ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA








INDEX
TO FINANCIAL STATEMENTS


OF
RX SCRIPTED, INC.





Report
      of Independent Registered Public Accounting Firm
            F-2Balance
      Sheets as of January 31, 2009 and 2008
            F-3Statements
      of Operations for the Years Ended January 31, 2009 and 2008 and for
      the Period From December 30, 2004 (Inception) to January 31,
      2009
            F-4Statements
      of Shareholders’ Deficit For the Period From December 30, 2004 (Inception)
      Through January 31, 2009
            F-5Statements
      of Cash Flows for the Years Ended January 31, 2009 and 2008 and for
      the Period From December 30, 2004 (Inception) to January 31,
      2009
            F-6Notes
      to Financial Statements
            F-7


F-1


REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








To the
Board of Directors


RX
Scripted, Inc.


(A
Development Stage Company)


Holly
Springs, North Carolina








We have
audited the accompanying balance sheets of RX Scripted, Inc. as of January 31,
2009 and 2008 and the related statements of operations, stockholders’ deficit
and cash flows for the years ended January 31, 2009 and 2008 and the period from
December 30, 2004 (inception) to January 31, 2009.  These
financial statements are the responsibility of RX Scripted’s
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.





We
conducted our audits in accordance with 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 is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audit 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 RX Scripted, Inc. as of January 31,
2009 and 2008 and the results of its operations and its cash flows for the years
ended January 31, 2009 and 2008 and the period from December 30, 2004
(inception) to January 31, 2009 in conformity with accounting principles
generally accepted in the United States of America.





The
accompanying financial statements have been prepared assuming that RX Scripted,
Inc. will continue as a going concern.  As discussed in Note 2 to the
financial statements, RX Scripted, Inc. has incurred cumulative losses and has a
working capital deficit which raises substantial doubt about its ability to
continue as a going concern.  Management’s plans regarding those
matters also are described in Note 2.  The financial statements do not
include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and classification of
liabilities that may result from the outcome of this uncertainty.











/s/ GBH CPAs,
PC


GBH CPAs,
PC


www.gbhcpas.com


Houston,
Texas





May 8,
2009


F-2


RX
      Scripted, Inc.(A
      Development Stage Company)Balance
      SheetsJanuary
      31,
                2009
              
              
              January
      31,
                2008ASSETSCURRENT
      ASSETSCash
      and cash equivalents
              
              $
              224
              
              
              $
              1,959Prepaid
      and other assets
              
              
              -
              
              
              
              33,611TOTAL
      ASSETS
              
              $
              224
              
              
              $
              35,570LIABILITIES
      AND STOCKHOLDERS' DEFICITCURRENT
      LIABILITIESAccounts
      payable and accrued expenses
              
              $
              396
              
              
              $
              -Accounts
      payable and accrued expenses - related party
              
              
              7,591
              
              
              
              897Advances
      from related parties
              
              
              2,950
              
              
              
              2,950Note
      payable - related party
              
              
              53,000
              
              
              
              44,500TOTAL  LIABILITIES
              
              
              63,937
              
              
              
              48,347STOCKHOLDERS'
      DEFICITPreferred
      stock, $0.001 par value: 10,000,000 authorized, none
      outstanding
              
              
              -
              
              
              
              -Common
      stock, $0.001 par value, 100,000,000 authorized, 3,282,500 and 3,000,000
      issued and outstanding, respectively
              
              
              3,283
              
              
              
              3,000Additional
      paid-in capital
              
              
              27,967
              
              
              
              -Deficit
      accumulated during development stage
              
              
              (94,963
              )
              
              
              (15,777
              )TOTAL
      STOCKHOLDERS' DEFICIT
              
              
              (63,713
              )
              
              
              (12,777
              )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
              
              $
              224
              
              
              $
              35,570




See notes to financial
statements.


F-3


RX
      Scripted, Inc.(A
      Development Stage Company)Statements
      of OperationsFor
      the Years Ended January 31, 2009 and 2008,and
      For the Period From December 30, 2004 (Inception) to January 31,
      2009Years
      Ended January 31,
                        
                        
                        Inception
      to January 31,2009
                        
                        
                        2008
                        
                        
                        2009REVENUESServices
                        
                        $
                        100
                        
                        
                        $
                        -
                        
                        
                        $
                        29,617EXPENSESSelling,
      general and administrative
                        
                        
                        76,563
                        
                        
                        
                        12,854
                        
                        
                        
                        120,830LOSS
      FROM OPERATIONS
                        
                        
                        (76,463
                        )
                        
                        
                        (12,854
                        )
                        
                        
                        (91,213
                        )OTHER
      EXPENSESInterest
      expense
                        
                        
                        2,723
                        
                        
                        
                        897
                        
                        
                        
                        3,750NET
      LOSS
                        
                        $
                        (79,186
                        )
                        
                        $
                        (13,751
                        )
                        
                        $
                        (94,963
                        )NET
      LOSS PER SHARE – Basic and diluted
                        
                        $
                        (0.03
                        )
                        
                        $
                        (0.01
                        )WEIGHTED
      AVERAGE NUMBER OF
                          COMMON
      SHARES – Basic and diluted
                        
                        
                        3,149,784
                        
                        
                        
                        1,969,851




See
notes to financial statements.


F-4


RX
Scripted, Inc.


(A
Development Stage Company)


Statements
of Stockholders’ Deficit


For
the Period From December 30, 2004 (Inception) Through January 31,
2009








Member’s
                
                
                Common
      Stock
                
                
                AdditionalPaid-in
                
                
                AccumulatedEquity
                
                
                Shares
                
                
                Amount
                
                
                Capital
                
                
                Deficit
                
                
                TotalMember
      contribution
                
                $
                500
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                $
                500Net
      loss
                
                
                (110
                )
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (110
                )Balance
      at January 31, 2005
                
                
                390
                
                
                
                –
                
                
                $
                –
                
                
                $
                –
                
                
                $
                –
                
                
                
                390Member
      contribution
                
                
                500
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                500Net
      loss
                
                
                (16
                )
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (16
                )Balance
      at January 31, 2006
                
                
                874
                
                
                
                –
                
                
                
                –
                
                
                
                –
                
                
                
                –
                
                
                
                874Net
      loss
                
                
                (1,900
                )
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (1,900
                )Balance
      at January 31, 2007
                
                
                (1,026
                )
                
                
                –
                
                
                
                –
                
                
                
                –
                
                
                
                –
                
                
                
                (1,026
                )Recapitalization
                
                
                1,026
                
                
                
                1,500,000
                
                
                
                1,500
                
                
                
                
                
                
                
                (2,026
                )
                
                
                500Shares
      issued for services
                
                
                
                
                
                
                1,500,000
                
                
                
                1,500
                
                
                
                
                
                
                
                
                
                
                
                1,500Net
      loss
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (13,751
                )
                
                
                (13,751
                )Balance
      at January 31, 2008
                
                
                –
                
                
                
                3,000,000
                
                
                
                3,000
                
                
                
                –
                
                
                
                (15,777
                )
                
                
                (12,777
                )Shares
      issued for services
                
                
                
                
                
                
                50,000
                
                
                
                50
                
                
                
                4,950
                
                
                
                
                
                
                
                5,000Shares
      issued for cash
                
                
                
                
                
                
                232,500
                
                
                
                233
                
                
                
                23,017
                
                
                
                
                
                
                
                23,250Net
      loss
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (79,186
                )
                
                
                (79,186
                )Balance
      at January 31, 2009
                
                $
                –
                
                
                
                3,282,500
                
                
                $
                3,283
                
                
                $
                27,967
                
                
                $
                (94,963
                )
                
                $
                (63,713
                )




See notes to financial
statements.


F-5


RX
      Scripted, Inc.(A
      Development Stage Company)Statements
      of Cash FlowsFor
      the Years Ended January 31, 2009 and 2008and
      For the Period From December 30, 2004 (Inception) through January 31,
      2009Years
      Ended January 31,
              
              
              Inception
      through January 31,2009
              
              
              2008
              
              
              2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
              
              $
              (79,186
              )
              
              $
              (13,751
              )
              
              $
              (94,963
              )Adjustments
      to reconcile net loss to netcash
      from operating activities:Share-based
      compensation
              
              
              5,000
              
              
              
              2,000
              
              
              
              7,000Changes
      in operating assets and liabilities:Prepaid
      and other assets
              
              
              33,611
              
              
              
              (3,611
              )
              
              
              30,000Accounts
      payable and accrued expenses
              
              
              396
              
              
              
              (1,405
              )
              
              
              1,293Accounts
      payable and accrued expenses – related party
              
              
              6,694
              
              
              
              -
              
              
              
              6,694NET
      CASH USED IN OPERATING ACTIVITIES
              
              
              (33,485
              )
              
              
              (16,767
              )
              
              
              (49,976
              )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from sale of member units
              
              
              -
              
              
              
              -
              
              
              
              1,000Proceeds
      from sale of common stock
              
              
              23,250
              
              
              
              -
              
              
              
              23,250Proceeds
      of shareholder loans
              
              
              -
              
              
              
              2,950
              
              
              
              2,950Proceeds
      of notes payable – related party
              
              
              11,000
              
              
              
              14,500
              
              
              
              25,500Payments
      of notes payable – related party
              
              
              (2,500
              )
              
              
              -
              
              
              
              (2,500
              )NET
      CASH PROVIDED BY FINANCING ACTIVITIES
              
              
              31,750
              
              
              
              17,450
              
              
              
              50,200NET
      INCREASE (DECREASE) IN CASH
              
              
              (1,735
              )
              
              
              683
              
              
              
              224CASH
      AT BEGINNING OF PERIOD
              
              
              1,959
              
              
              
              1,276
              
              
              
              -CASH
      AT END OF PERIOD
              
              $
              224
              
              
              $
              1,959
              
              
              $
              224SUPPLEMENTAL
      DISCLOSURESCASH
      PAID FOR:Interest
              
              $
              -
              
              
              $
              -
              
              
              $
              -Income
      taxes
              
              
              -
              
              
              
              -
              
              
              
              -NONCASH
      INVESTING AND FINANCING ACTIVITIES:Recapitalization
              
              $
              -
              
              
              $
              -
              
              
              $
              1,000Issuance
      of note payable to related party for prepaid legal fees
              
              
              -
              
              
              
              -
              
              
              
              30,000




See
notes to financial statements.


F-6


RX
Scripted, Inc.


(A
Development Stage Company)


Notes
to Financial Statements









1.
            Organization and
      Significant Accounting
Policies





Organization
– RX Scripted, LLC  was formed on December 30, 2004 as a North
Carolina limited liability company and converted to a Delaware C Corporation as
RX Scripted, Inc. (the “Company” or “RX Scripted”)on December 5,
2007.  The Company is an event planning consulting company which plans
and executes medical meetings and educational programs for nurses, physicians,
pharmacists and other health care professionals.  RX Scripted offers a
variety of event planning services based on its customers’ individual program
needs.





Basis of
Presentation– The accompanying
financial statements of RX Scripted have been prepared in accordance with
accounting principles generally accepted in the United States of America and the
rules of the Securities and Exchange Commission. In the opinion of management,
all adjustments, consisting of normal recurring adjustments, necessary for a
fair presentation of financial position and the results of operations for the
periods presented have been reflected herein.





Accounting
Estimates – The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the amounts
reported in the financial statements and the accompanying notes. The actual
results could differ from those estimates.





Cash and
Cash Equivalents– The Company considers
all highly liquid investments with original maturities of three months or less
from time of purchase to be cash equivalents.




Income
Taxes – Income taxes are accounted for under the asset and liability
method. Deferred tax assets and liabilities are recognized when items of income
and expense are recognized in the financial statements in different periods than
when recognized in the tax return. Deferred tax assets arise when expenses are
recognized in the financial statements before the tax returns or when income
items are recognized in the tax return prior to the financial statements.
Deferred tax assets also arise when operating losses or tax credits are
available to offset tax payments due in future years. Deferred tax liabilities
arise when income items are recognized in the financial statements before the
tax returns or when expenses are recognized in the tax return prior to the
financial statements. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.




Fair
Value of Financial Instruments – The following methods and assumptions
were used to estimate the fair values for each class of financial instruments.
The fair value of a financial instrument is the amount at which the instrument
could be exchanged in a current transaction between two willing parties. The
carrying amounts of cash, cash equivalents, accounts receivable, accounts
payable approximate fair value due to the short-term nature or maturity of the
instruments




Earnings
Per Share–Basic Earnings per share equals net earnings divided be weighted average
shares outstanding during the year.  Diluted earnings per share
include the impact on dilution from all contingently issuable shares, including
options, warrants and convertible securities. As of January 31, 2009 RX Scripted
did not have any outstanding contingently issuable shares.





Revenue
Recognition–Revenue from contracts for consulting services with fees based on time
and materials or cost-plus are recognized as the services are performed and
amounts are earned in accordance with the Securities Exchange Commission (the
“SEC”) Staff Accounting Bulletin (“SAB”) No. 101, “Revenue Recognition in
Financial Statements”, as amended by SAB No. 104 “Revenue Recognition”. The
Company considers amounts to be earned once evidence of an arrangement has been
obtained, services are delivered, fees are fixed or determinable, and
collectability is reasonably assured. For contracts with fixed fees, the Company
recognizes revenues as amounts become billable in accordance with contract
terms, provided the billable amounts are not contingent, are consistent with the
services delivered, and are earned.


F-7


2.            Going
Concern





RX
Scripted’s financial statements are prepared using United States generally
accepted accounting principles applicable to a going concern which contemplates
the realization of assets and liquidation of liabilities in the normal course of
business.  RX Scripted has incurred cumulative operating losses
through January 31, 2009 of $94,963 and has a working capital deficit at January
31, 2009 of $63,713.





Revenues
have not been sufficient to cover its operating costs and to allow it to
continue as a going concern.  The potential proceeds from the sale of
common stock and other contemplated debt and equity financing, and increases in
operating revenues from new development and business acquisitions would enable
RX Scripted to continue as a going concern.  There can be no assurance
that RX Scripted can or will be able to complete any debt or equity
financing.  RX Scripted’s financial statements do not include any
adjustments that might result from the outcome of this uncertainty.





3.            Notes Payable – Related
Parties





RX
Scripted’s short-term debt of $53,000 at January 31, 2009, consisted of $25,500
drawn on a revolving line of credit from a relative of the sole director bearing
interest at 4% per annum and with a maturity date of October 31, 2009, and a
convertible promissory note of $27,500, bearing interest at 7% per
annum.  Balances on these notes at January 31, 2008, were $14,500 and
$30,000, respectively.





On
December 12, 2007, RX Scripted entered into a Revolving Credit Promissory Note
with Kevin McAdams, the husband of RX Scripted’s Chief Executive
Officer.  The note provided us with a $25,000 line of
credit.  The Note was subsequently amended on March 18, 2009 to
increase the amount available under the note to $37,500.  A total of
$25,500 had been borrowed pursuant to the Note as of January 31,
2009.  The Note has an interest rate of 4% per annum.  The
note originally had a due date of December 31, 2008, which date has since been
extended until October 31, 2009 pursuant to the amendment.





The
convertible promissory note bears interest at the rate of 7% per annum until
paid in full and any past due amounts bear interest at the rate of 15% per
annum.  A total of $2,500 of the amount due under the $30,000
convertible note was due five days after the end of the Private Placement
Memorandum offering, which amount has been paid to date, and the remaining
amount of the note was due on October 31, 2008.  On November 19, 2008, RX
Scripted amended the convertible note with Mr. Loev to extend the maturity date
to April 30, 2009.  No other terms and conditions were
changed.  If not paid by the maturity date, any accrued and unpaid
principal then outstanding under the amended convertible note can be convertible
into shares of RX Scripted’s common stock at the rate of one share of common
stock for each $0.10 owed under the convertible note.





RX
Scripted’s advances from a shareholder of $2,950 do not bear
interest.





4.            Stockholders’
Equity





In August
2008, RX Scripted entered into an agreement with a transfer agent to maintain
the stock ownership and transfer records.  Terms of the agreement
require a cash payment of $5,000 and 50,000 shares of common stock, which shares
were issued in December 2008.





In May
2008, RX Scripted offered through a Confidential Private Placement, 500,000
common shares at $0.10 per Share on a “best efforts, no minimum basis”. The
Offering was made in reliance upon an exemption from registration under the
federal securities laws provided by Rule 506 of Regulation D of the Securities
Act of 1933, as amended. The Offering was to terminate upon the earlier of (i)
the sale of the 500,000 Shares or (ii) May 31, 2008, unless extended by RX
Scripted for up to an additional thirty days. The Company extended the offering
to June 30, 2008. As of October 31, 2008, RX Scripted issued 232,500 shares and
raised $23,250 from 34 investors.


F-8





5.           INCOME
TAXES




RX
Scripted has incurred losses since inception.  Therefore, RX Scripted
has no tax liability.  Additionally, there are limitations imposed by
certain transactions which are deemed to be ownership changes.  The
net deferred tax asset generated by the loss carryforward has been fully
reserved.  The cumulative net operating loss carryforward is about
$95,000 at January 31, 2009 and will expire in fiscal years 2025 through
2029.  At January 31, 2009, the deferred tax asset consisted of the
following:





Deferred
      Tax Asset:Net
      Operating Loss
                
                $
                32,300Less
      Valuation Allowance
                
                
                (32,300
                )Net
      Deferred Tax Asset
                
                $
                -





6.           COMMITMENTS
AND CONTINGENCIES




The
Company may from time to time be involved with various litigation and claims
that arise in the normal course of business. As of January 31, 2009, no such
matters were outstanding.





7.           SUBSEQUENT
EVENTS




From
February 1, 2009 to May 5, 2009, RX Scripted borrowed an additional $3,700 on
the revolving line of credit.


F-9


ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE





None.





ITEM
9A. CONTROLS AND PROCEDURES.





(a)           Evaluation
of disclosure controls and procedures. Our Chief Executive Officer and Principal
Financial Officer, after evaluating the effectiveness of our "disclosure
controls and procedures" (as defined in the Securities Exchange Act of 1934
Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this
Quarterly Report on Form 10-K (the "Evaluation Date"), has concluded that as of
the Evaluation Date, our disclosure controls and procedures were not effective
to provide reasonable assurance that information we are required to disclose in
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission rules and forms, and that such information is accumulated
and communicated to our management, including our Chief Executive Officer and
Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure. The disclosure controls were not effective as our
independent auditor had to make adjustments to the audit of our financial
statements for the year ended January 31, 2009.  Moving forward, we
hope that our Chief Executive Officer and Principal Financial Officer will be
able to devote the additional time and effort required so that our disclosure
controls and procedures are once again effective.  Notwithstanding the
assessment that our internal controls and procedures were not effective, we
believe that our financial statements contained in our Annual Report on Form
10-K for the fiscal year ended January 31, 2009 fairly present our financial
position, results of operations and cash flows for the years covered thereby in
all material respects.





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





(c)           Changes
in internal control over financial reporting. There were no changes in our
internal control over financial reporting during our most recent fiscal quarter
that materially affected, or were reasonably likely to materially affect, our
internal control over financial reporting.





ITEM
9B. OTHER INFORMATION.





None.


-18-


PART
III





ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE





The
following table sets forth the name, age and position of our Director and
executive officer.  Our sole officer and Director is as
follows:








Name
                Age
                PositionMaryAnne
      McAdams
                37
                Chief
      Executive Officer, President, Secretary, Treasurer and
      Director





MaryAnne
McAdams





MaryAnne
McAdams served as the manager of our prior operations as a limited liability
company, under the name RX Scripted, LLC, from December 2004 to December 2007,
when we converted to a Nevada corporation, and has since December 2007, served
as our President, Chief Executive Officer, Secretary, Treasurer and
Director.  Since April 2008, Mrs. McAdams has served as an independent
sales consultant in the pharmaceutical industry, pursuant to which Mrs. McAdams
spends approximately 15 hours per week of time.  From August 2003 to
November 2004, Mrs. McAdams worked as a sole proprietor in the event planning
business.  From July 2002 to July 2003, Mrs. McAdams served as an
Oncology Specialty Sales Consultant with Berlex Laboratories.  From
September 1999 to July 2002, Mrs. McAdams served as an Oncology Specialty Sales
Representative with Immunex Corporation in Seattle, Washington.  From
May 1997 to September 1999, Mrs. McAdams served as an Infectious Disease Senior
Sales Specialist with Pharmacia & Upjohn in Kalamazoo,
Michigan.  From August 1995 to April 1997, Mrs. McAdams served as a
Specialty Sales Representative for Dura Pharmaceuticals in San Diego,
California.  Mrs. McAdams obtained a Bachelor of Science degree in
Education from the University of Georgia in 1994.





Mrs.
McAdams is our only employee.  We do not have an employment agreement
with Mrs. McAdams. Mrs. McAdams has employment outside of the Company and spends
only approximately 6 hours per week on Company matters.




Our
Director and any additional Directors we may appoint in the future are elected
annually and will hold office until our next annual meeting of the shareholders
and until their successors are elected and qualified. Officers will hold their
positions at the pleasure of the Board of Directors, absent any employment
agreement. Our officers and Directors may receive compensation as determined by
us from time to time by vote of the Board of Directors. Such compensation might
be in the form of stock options. Directors may be reimbursed by the Company for
expenses incurred in attending meetings of the Board of Directors. Vacancies in
the Board are filled by majority vote of the remaining Directors.





Control
Persons:





David M.
Loev is considered a control person of the Company due to the fact that he
beneficially owns 45.70% of our common stock.  As such, Mr. Loev’s
biographical information is provided below:





David M.
Loev currently manages The Loev Law Firm, PC, which he founded as David M. Loev,
Attorney at Law in January 2003, and which changed its name to The Loev Law
Firm, PC in January 2007. Prior thereto, Mr. Loev served as a partner at
Vanderkam & Sanders, a law firm specializing in corporate/securities
matters. Prior thereto, Mr. Loev served as Chief Financial Officer, Treasurer,
Secretary and General Counsel of PinkMonkey.com, Inc., an Internet publisher of
educational study aids.  Mr. Loev received his law degree from
Southern Methodist University in 1997 and received a B.B.A. in accounting from
the University of Texas at Austin, Texas in 1992.  Mr. Loev was
admitted to the State Bar of Texas in 1997.  Mr. Loev is also a
Certified Public Accountant.


-19-


In 2005,
Mr. Loev was a party to a civil lawsuit filed by the Securities and Exchange
Commission (“Commission”) against a former client which he served as outside
securities counsel to.   In connection with the lawsuit, the
Commission alleged that Mr. Loev violated Sections 5(a) and 5(c) of the
Securities Act of 1933, as amended (the “Securities Act”).  While Mr.
Loev denied the Commission’s allegations, he chose to settle with the Commission
in November 2005 (the “Settlement”), without admitting or denying the
Commission’s claims against him, by consenting to the entry into an order
enjoining him from violating the securities registration provisions of the
Securities Act; ordering him to pay certain amounts in disgorgement and as a
civil penalty; and prohibiting him from a) issuing Rule 504 opinions, which
opinions provide for the issuance of shares of common stock free of restrictive
legend; and b) accepting securities of any issuer whose securities are quoted on
the Pink Sheets in consideration for legal or consulting services
rendered.





As a
result of the lawsuit filed by the Commission referenced above, the Texas State
Board of Public Accountancy (the “Board”) filed a complaint against Mr. Loev
alleging discreditable acts, violations of Professional Conduct, and conduct
indicating a lack of fitness to serve the public as a professional accountant
which resulted in an Agreed Consent Order.  In connection with the
Agreed Consent Order, Mr. Loev was reprimanded and paid the Board an
administrative penalty of $2,500 and $1,496 in administrative costs and agreed
to complete four (4) hours of a Board approved ethics course, which has been
completed to date.





We do not
believe that Mr. Loev’s Settlement or the Agreed Consent Order will have any
affect on the Company or on Mr. Loev’s ability to represent us as our securities
counsel.





Involvement In Certain Legal
Proceedings





There
have been no events under any bankruptcy act, no criminal proceedings and no
judgments, injunctions, orders or decrees material to the evaluation of the
ability and integrity of any Director or executive officer, of Registrant during
the past five years, other than as provided above.





Independence of
Directors




We are
not required to have independent members of our Board of Directors, and do not
anticipate having independent Directors until such time as we are required to do
so.





Audit
Committee





Due to
the Company's size, the Board of Directors does not have an Audit
Committee.





Code of
Ethics




We have
not adopted a formal Code of Ethics. The Board of Directors has evaluated the
business of the Company and the number of employees and determined that since
the Company is operated by a relatively small number of persons, general rules
of fiduciary duty and federal and state criminal, business conduct and
securities laws are adequate ethical guidelines.   In the event
our operations, employees and/or Directors expand in the future, we may take
actions to adopt a formal Code of Ethics.


-20-


ITEM
11. EXECUTIVE COMPENSATION.




Summary
Compensation Table:





Name
      and principal position
              (a)
            Year
              Ended
              January
      31
              (b)
            Salary
      ($)
              (c)
            Bonus
      ($)
              (d)
            Stock
      Awards ($)
              (e)
            Option
      Awards ($)
              (f)
            Non-Equity
      Incentive Plan Compensation ($)
              (g)
            Nonqualified
      Deferred Compensation Earnings ($)
              (h)
            All
      Other Compensation* ($)
              (i)
            Total
      ($)(1)
              (j)MaryAnne
      McAdams
            2009
            -
            -
            -
            -
            -
            -
            -
            -CEO,
      President,
            2008
            -
            -
            -
            -
            -
            -
            -
            -Secretary,
      Treasurer
            2007
            -
            -
            -
            -
            -
            -
            $500(2)
            $500and
      Director








* Does
not include perquisites and other personal benefits in amounts less than 10% of
the total annual salary and other compensation. Other than the individual listed
above, we had no executive employees or Directors during the years listed
above.





(1) No
Executive Officer received any bonus, restricted stock awards, options,
non-equity incentive plan compensation, nonqualified deferred compensation
earnings or any other material compensation since the Company was incorporated,
and no salaries are being accrued.





(2)
Represents amounts paid by RX Scripted, LLC, which was subsequently converted
into RX Scripted, Inc., as discussed herein.





COMPENSATION
DISCUSSION AND ANALYSIS





Director
Compensation





Our Board
of Directors, currently consisting solely of MaryAnne McAdams, does not
currently receive any consideration for her services as a Director of the
Company.  The Board of Directors reserves the right in the future to
award the members of the Board of Directors cash or stock based consideration
for their services to the Company, which awards, if granted shall be in the sole
determination of the Board of Directors.





Executive
Compensation Philosophy





Our Board
of Directors, consisting solely of Mrs. McAdams, determines the compensation
given to our executive officer, Mrs. McAdams, in her sole determination. As our
executive officer currently draws no compensation from us, we do not currently
have any executive compensation program in place. Although we have not to date,
our Board of Directors also reserves the right to pay our executives a salary,
and/or to issue them shares of common stock in consideration for services
rendered and/or to award incentive bonuses which are linked to our performance,
as well as to the individual executive officer’s performance. This package may
also include long-term stock based compensation to certain executives which is
intended to align the performance of our executives with our long-term business
strategies. Additionally, while our Board of Directors has not granted any
performance base stock options to date, the Board of Directors reserves the
right to grant such options in the future, if the Board in its sole
determination believes such grants would be in the best interests of the
Company.


-21-


Incentive
Bonus





The Board
of Directors may grant incentive bonuses to our executive officers in its sole
discretion, if the Board of Directors believes such bonuses are in the Company’s
best interest, after analyzing our current business objectives and growth, if
any, and the amount of revenue we are able to generate each month, which revenue
is a direct result of the actions and ability of such executives.





Long-term,
Stock Based Compensation





In order
to attract, retain and motivate executive talent necessary to support the
Company’s long-term business strategy we may award certain executives with
long-term, stock-based compensation in the future, in the sole discretion of our
Board of Directors, which we do not currently have any immediate plans to
award.





ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.





The
following table presents certain information regarding the beneficial ownership
of all shares of common stock as of April 28, 2009 by (i) each person who
owns beneficially more than five percent (5%) of the outstanding shares of
common stock based on 3,282,500 shares outstanding as of April 28, 2009, (ii)
each of our Directors, (iii) each named executive officer and (iv) all Directors
and officers as a group.





Name
      and Address of Beneficial Owner
            Shares
      Beneficially Owned
            Percentage
      Beneficially Owned (1)MaryAnne
      McAdams,
              CEO,
      President, Secretary, Treasurer and Director
              201
      Creekvista Dr.
              Holly
      Springs, NC  27540
            1,500,000
            45.7%David
      M. Loev
              6300
      West Loop South
              Suite
      280
              Bellaire,
      TX 77401
            1,500,000(2)
            45.7%All
      Officers and Directors as a Group
              (1
      person)
            1,500,000
            45.7%





(1) The
number of shares of common stock owned are those "beneficially owned" as
determined in accordance with Rule 13d-3 of the Exchange Act of 1934, as
amended, including any shares of common stock as to which a person has sole or
shared voting or investment power and any shares of common stock which the
person has the right to acquire within sixty (60) days through the exercise of
any option, warrant or right.





(2) Does
not include the 275,000 shares of common stock which are issuable to Mr. Loev in
connection with the conversion of his $27,500 Convertible Note (as described
below), as such Convertible Note is only convertible if in default, and the
Convertible Note is not currently in default and is not due and payable until
October 31, 2009.





ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS





On
December 12, 2007, the Company entered into a Revolving Credit Promissory Note
with Kevin McAdams, the husband of the Company’s Chief Executive Officer
MaryAnne McAdams (the “Note”).  The Note provided us with a $25,000
line of credit.  The Note was subsequently amended by an Amended
Revolving Credit Promissory Note entered into on or around March 18, 2009, which
increased the amount available under the Note to $37,500.  A total of
$30,700 had been borrowed pursuant to the Note as of January 31, 2009 and a
total of $35,900 had been borrowed as of the filing of this
report.  The Note has an interest rate of 4% per annum.  The
note originally had a due date of December 31, 2008, which date has since been
extended until October 31, 2009 pursuant to the amendment.


-22-


On March
11, 2008, with an effective date of September 18, 2007, the Company entered into
a Convertible Promissory Note (the “Convertible Note”), with David M. Loev, the
Company’s attorney and a significant shareholder and “control person” of the
Company.  The Convertible Note evidenced amounts owed to Mr. Loev
pursuant to the engagement agreement entered into between the Company and Mr.
Loev on September 18, 2007.  Pursuant to the engagement agreement, Mr.
Loev received $5,000 upon the parties’ entry into the engagement agreement, and
an aggregate of 1,500,000 shares of the Company’s common stock, which amount of
cash and shares have been paid to date, and an additional $30,000 in the form of
the Convertible Note.  The engagement agreement provided for Mr. Loev
to perform various legal services on the Company’s behalf including the
preparation of articles of incorporation, bylaws, organizational minutes, the
Private Placement Memorandum and related documents, a Registration Statement to
register the shares sold through the Private Placement Memorandum and amendments
thereto, and various services in connection with responding to NASD comments in
connection with a proposed 15c2-11 filing, as well as corporate/securities
matters requested by the Company.





The
Convertible Note bears interest at the rate of seven percent (7%) per annum
until paid in full and any past due amounts bear interest at the rate of fifteen
percent (15%) per annum.  A total of $2,500 of the amount due under
the $30,000 Convertible Note was due five days after the end of the Private
Placement Memorandum offering, which amount has been paid to date, and the
remaining amount of the Note was due on October 31, 2008. On November 19,
2008, the Company entered into an Amended and Restated Convertible Promissory
Note with Mr. Loev that replaced and superseded the original Convertible
Note.  The amended Convertible Note extended the date the note is due
and payable to April 30, 2009.   In April 2009, the Company entered
into a Second Amended and Restated Convertible Promissory Note with Mr. Loev
that replaced and superseded the Amended and Restated Convertible
Note.  The Second Amended and Restated Convertible Note extended the
date the note is due and payable to October 31, 2009.  Other than the
extension of the due date, the terms and conditions of the Second Amended and
Restated Convertible Note are identical to the terms and conditions of the
Convertible Note. If not paid by the maturity date, any accrued and unpaid
principal then outstanding under the amended Convertible Note can be convertible
into shares of the Company’s common stock at the rate of one share of common
stock for each $0.10 owed under the Convertible Note.





In July
2008, the Company entered into a verbal agreement with EM Corporation (“EM”),
pursuant to which the Company will handle all aspects of EM’s travel
planning.  The Company also anticipates handling meeting logistics for
EM in the near future.  There are no assurances however that this
business relationship will ever become a major revenue source for the
Company.  Eddie Morgan, a principal of EM, is the father of MaryAnne
McAdams, our sole officer and Director.





Review,
Approval and Ratification of Related Party Transactions





Given our
small size and limited financial resources, we had not adopted formal policies
and procedures for the review, approval or ratification of transactions, such as
those described above, with our executive officers, Directors and significant
stockholders.  However, all of the transactions described above were
approved and ratified by our Board of Directors.  In connection with
the approval of the transactions described above, the Board of Directors took
into account several factors, including their fiduciary duties to the Company;
the relationships of the related parties described above to the Company; the
material facts underlying each transaction; the anticipated benefits to the
Company and related costs associated with such benefits; whether comparable
products or services were available; and the terms the Company could receive
from an unrelated third party.





We intend
to establish formal policies and procedures in the future, once we have
sufficient resources and have appointed additional Directors, so that such
transactions will be subject to the review, approval or ratification of our
Board of Directors, or an appropriate committee thereof.   On a
moving forward basis, the Board of Directors will continue to approve any
related party transaction based on the criteria set forth above.


-23-


ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.





AUDIT
FEES





The
aggregate fees billed for the fiscal years ended January 31, 2009 and 2008, for
professional services rendered by our independent principal accountants, GBH
CPAs, PC, for the audit of our annual financial statements as included in our
Annual Report on Form 10-K and Registration Statements on Form S-1, and the
review of the financial statements included in our Registration Statement and
Quarterly Reports on Form 10-Q, as well as services provided in connection with
statutory and regulatory filings or engagements for those fiscal years were
$17,920 and $6,000, respectively.





AUDIT
RELATED FEES





None.





TAX
FEES





None.





ALL
OTHER FEES




None.


-24-


PART
IV





ITEM
15. EXHIBITS








Exhibit Number
              Description of ExhibitExhibit
      3.1(1)
              Articles
      of IncorporationExhibit
      3.2(1)
              BylawsExhibit
      10.1(1)
              Revolving
      Credit Promissory Note with Kevin McAdams (December 12,
    2007)Exhibit
      10.2(1)
                
                Exhibit
      10.3(2)
              Convertible
      Promissory Note with David M. Loev (March 11, 2008)
                
                Amended
      Convertible Promissory Note with David M. LoevExhibit
      10.4*
              Amended
      Revolving Credit Promissory Note with Kevin McAdamsExhibit
      10.5*
              Second
      Amended Convertible Promissory Note with David M. LoevExhibit
      31*
                
                Exhibit
      32*
              Certificate
      of the Chief Executive Officer and Principal Accounting Officer pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002
                
                Certificate
      of the Chief Executive Officer and Principal Accounting Officer pursuant
      to Section 906 of the Sarbanes-Oxley Act of
2002





*   Attached
hereto.





(1) 
Filed as Exhibits to the Company’s Registration Statement on Form S-1 filed with
the Commission on July 22, 2008, and incorporated herein by
reference.





(2) Filed
as an Exhibit to the Company’s Quarterly Report on Form 10-Q filed with the
Commission on December 19, 2009, and incorporated herein by
reference.


-25-


SIGNATURES





In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.





RX
      SCRIPTED, INC.DATED:
      May 8, 2009
              By:
      /s/ MaryAnne
      McAdamsMaryAnne
      McAdamsChief
      Executive Officer (Principal Executive Officer)and
      Principal Accounting Officer


-26-