UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





[X]
            ANNUAL
      REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
      FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009OR[   ]
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934 FOR THE TRANSTION PERIOD FROM ________TO
  ________





Commission
File Number   333-157970





QE
BRUSHES, INC.


(Exact
name of registrant as specified in its charter)





NEVADA


(State
or other jurisdiction of incorporation or organization)





12901
South Buttercup Lane


Spokane,
Washington 99224


(509)
991-5761


(Address
and telephone number of principal executive offices)





Securities
      registered pursuant to Section 12(b) of the Act:
            Securities
      registered pursuant to section 12(g) of the Act:NONE
            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]





Indicate
by check mark if the registrant is required to file reports pursuant to Section
13 or Section 15(d) of the Act:    YES [X]   NO
[   ]





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.   YES [X]   NO
[   ]





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





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





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





Large
      Accelerated Filer
            [   ]
            Accelerated
      Filer
            [   ]Non-accelerated
      Filer
            [   ]
            Smaller
      Reporting Company
            [X](Do
      not check if a smaller reporting company)





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





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, as of March 31, 2010:
$0.





At April
8, 2010, 11,140,000 shares of the registrant’s common stock were
outstanding.
















TABLE
OF CONTENTS











Page
      No.PART
      IItem
      1.
            Business
            3Item
      1A.
            Risk
      Factors
            4Item
      1B.
            Unresolved Staff
      Comments
            4Item
      2.
            Properties
            5Item
      3.
            Legal
      Proceedings
            5Item
      4.
            Submission of Matters
      to a Vote of Security Holders
            5PART
      IIItem
      5.
            Market for
      Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
            5Item
      6.
            Selected Financial
      Data
            5Item
      7.
            Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
            6Item
      7A.
            Quantitative and
      Qualitative Disclosures About Market Risk
            7Item
      8.
            Financial Statements
      and Supplementary Data
            7Item
      9.
            Changes In and
      Disagreements With Accountants on Accounting and Financial
      Disclosure
            16Item
      9A.
            Controls and
      Procedures
            16Item
      9B.
            Other
      Information
            18PART
      IIIItem
      10.
            Directors, Executive
      Officers and Corporate Governance
            18Item
      11.
            Executive
      Compensation
            21Item
      12.
            Security Ownership of
      Certain Beneficial Owners and Management and  Related
      Stockholder Matters
            23Item
      13.
            Certain Relationships
      and Related Transactions, and Director
    Independence
            24Item
      14.
            Principal Accountant
      Fees and Services
            24PART
      IVItem
      15.
            Exhibits, Financial
      Statement Schedules
            25Signatures
            27




















-2-





PART I





ITEM
1.                      BUSINESS





This annual report on Form 10-K,
includes forward-looking statements. Our forward-looking statements include our
current expectations and projections about future results, performance, results
of litigation, prospects and opportunities. We have tried to identify these
forward-looking statements by using words such as “may,” “will,” “expect,”
“anticipate,” “believe,” “intend,” “feel,” “plan,” “estimate,” “project,”
“forecast” and similar expressions. These forward-looking statements are based
on information currently available to us and are expressed in good faith and
believed to have a reasonable basis. However, our forward-looking statements are
subject to a number of risks, uncertainties and other factors that could cause
our actual results, performance, prospects or opportunities to differ materially
from those expressed in, or implied by, these forward-looking
statements.





Given these risks and uncertainties,
readers are cautioned not to place undue reliance on our forward-looking
statements. All subsequent written and oral forward-looking statements
attributable to QE Brushes, Inc. or to persons acting on our behalf are
expressly qualified in their entirety by these cautionary
statements.  Except as required by federal securities laws, we do not
intend to update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise.





The safe harbors of forward-looking
statements provided by Section 21E of the Exchange Act are unavailable to
issuers of penny stock.  As we issued securities at a price below
$5.00 per share, our shares are considered penny stock and such safe harbors set
forth under Section 21E are unavailable to us.





Business
Development





We were incorporated on July 19, 2007,
in the State of Nevada for the purpose of developing, manufacturing, and selling
toothbrushes specifically for cats and dogs.





We are engaged in the business of
developing, manufacturing, and selling toothbrushes specifically for use by pet
owners to clean canine and feline mouths, and which can do so substantially
faster and easier than competing products available on the market today (our
“Product”). Such a product will allow pet owners to effectively reduce their
pet’s chances of developing periodontal disease. We have finalized our
3-dimensional computerized designs and have finalized two different sizes of
prototype toothbrush molds, one large mold and one small mold. Our small
toothbrush is designed for felines as well as small dogs. The large toothbrush
will work on medium and large sized dogs.





MERI China, LLC, gave the company a
manufacturing bid to produce 15,000 toothbrushes for $24,000 US dollars that was
accepted by QE Brushes. Terms of the contract require a 50% down payment which
was paid and the balance of $12,000 owing upon receipt of the toothbrushes. The
bid included clam shell packaging and shipping costs along with a four color art
work for the packaging. The company’s toothbrush order with Meri LLC has been
completed. The toothbrushes were finished being manufactured in early March
2010. The toothbrush order was shipped via cargo boat in early March 2010. The
company expects to receive its toothbrushes in mid April, 2010.





As of December 31, 2009, we had $48,253
in current assets and current liabilities in the amount of $142. Accordingly,
our working capital position as of December 31, 2009 was $48,111. Since our
inception through December 31, 2009, we have incurred a net loss of $87,346. We
have consistently maintained a negative cash flow from operations since our
inception. For these and other reasons, our independent auditors have raised
substantial doubt about our ability to continue as a going concern.


-3-





We are not a blank check company and
have no intention of engaging in a reverse merger with any entity in a related
or unrelated industry.





Competitive Business
Conditions





Because we are a new company with new
products and we have not conducted any advertising, there is little or no
recognition of our QE Brushes brand name. As a result, consumers may purchase
products other than ours that have brand recognition in the market and we may be
unable to generate sufficient revenues to meet our expenses or meet our business
plan objectives, which could reduce the value of your investment.





Regulation





The company is unaware of and does not
anticipate having to expand significant resources to comply with any
governmental regulations of the pet toothbrush industry. We are not currently
subject to direct federal, state or local regulation other than regulations
applicable to businesses generally or directly applicable to retailing or online
commerce. However, it is possible that a number of laws and regulations may be
adopted with respect to our manufacturing process and sales and distribution
channels. The adoption of additional laws could increase the difficulty of
conducting our business and reduce the demand for our products.





Employees





At this stage of development, we have
no employees other than our President, Gregory Ruff. We have utilized
consultants thus far in all of our research and development
activity.





Research And Development
Expenditures





We incurred research and development
expenditures equal to 130,000 shares of common stock valued at $0.0189 per share
issued to our veterinary consultant, Robert Slack, for his services. Our basic
mold of the toothbrush has been finalized.





Reports to Security
Holders





We are subject to the reporting
requirements of the Securities Exchange Act of 1934, as amended (the Exchange
Act), and therefore file periodic reports and other information with the
Securities and Exchange Commission (SEC). These reports may be obtained by
visiting the Public Reference Room of the SEC at 100 F Street, NE, Washington,
D.C. 20549, or by calling the SEC at 1-800-SEC-0330. In addition, the SEC
maintains an internet website at www.sec.gov that contains various reports and
filings regarding issuers that file electronically.





ITEM 1A.
            RISK
      FACTORS.





We are a smaller reporting company as
defined by Rule 12b-2 of the Exchange Act and are not required to provide the
information under this item.





ITEM
1B.                   UNRESOLVED
STAFF COMMENTS





None.


-4-





ITEM
2.                      PROPERTIES





None.





ITEM
3.                      LEGAL
PROCEEDINGS





The company is not a party to any legal
proceedings and are not aware of any such proceedings known to be
contemplated.





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





No matters were submitted to a vote of
the security holders through the solicitation of proxies, or otherwise, during
the quarter ended December 31, 2009.








PART II





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





Currently, there is no market for the
company’s common stock, and the stock is not quoted on any
exchange.





Common Stock
Holders





As of March 31, 2010, there were
approximately 46 shareholders of record of the Company’s common
stock.





Unregistered Sales of Equity
Securities





During 2008, the company sold 445,000
shares of common stock at $0.20 per share for a total capital raise of $89,000.
These securities were sold under a Regulation D, 506 private
placement.





Dividends





The Company has never paid any cash
dividends and does not anticipate the payment of dividends in the foreseeable
future.





ITEM
6.                      SELECTED
FINANCIAL DATA





As a smaller reporting company, we have
elected not to provide the disclosure required by this item.




















-5-





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





The following discussion contains
various statements regarding our current strategies, financial position, results
of operations, cash flows, operating and financial trends and uncertainties, as
well as certain forward-looking statements regarding our future expectations.
When used in this discussion, words such as "anticipate," "believe," "estimate,"
"expect," "could," "may," "will," "should," "plan," "predict," "potential," and
similar expressions are intended to identify such forward-looking statements.
Our forward- looking statements are based on our current expectations and are
subject to numerous risks and uncertainties. As such, our actual future results,
performance or achievements may differ materially from the results expressed in,
or implied by, our forward-looking statements. We assume no future obligation to
update our forward-looking statements or to provide updates or
guidance.





Overview and Plan of
Operation





As discussed in “Note 3. Going Concern”
to our financial statements, the Company has had no revenues and incurred an
accumulated deficit of $87,346 through December 31, 2009.  Also, the
Company has a cash balance of $48,253 as of December 31, 2009. The Company may
need to raise additional capital through the sale of additional equity
securities in order to continue operations. These factors raise substantial
doubt about the Company’s ability to continue as a going concern.





During 2010, the Company plans to
continue its objective of manufacturing and selling toothbrushes specifically
for use by pet owners to clean canine and feline mouths.





Results of
Operations





For the year ended December 31, 2009,
the company incurred a loss of $37,458, compared to a loss of $16,409 for the
year ended December 31, 2008. The primary reasons for the increased loss were
due to an increase of $14,051 in product development costs and an increase of
$9,044 in accounting fees.





Financial
Condition





The primary reason for the decrease in
cash from $86,079 as of December 31, 2008 to $48,253 as of December 31, 2009 was
the net loss for 2009 of $37,458.





Liquidity and Capital
Resources





The Company has limited capital
resources and may have to rely upon the additional sale of equity securities in
order to continue to develop and commence the marketing of canine and feline
toothbrushes. There can be no assurance that financing, whether debt or equity,
will be available to the Company at any particular time, or could be obtained on
terms satisfactory to us.





Changes
in Accounting Policies





We did not change our accounting
policies during 2008 or 2009.











-6-





Off-Balance
Sheet Arrangements





During the year ended December 31,
2009, the Company did not have any off-balance sheet arrangements.





ITEM
7A.                   QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





As a smaller reporting company, we have
elected not to provide the disclosure required by this item.





ITEM
8.                      FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA





INDEX
TO THE FINANCIAL STATEMENTS





Report of Independent
      Registered Public Accounting Firm
            F-1Balance
      Sheets as of December 31, 2009 and December 31,
      2008
            F-2Statements of
      Expenses for the years ended December 31, 2009,
      December 31, 2008 and for the period from inception (July 19, 2007)
      through December 31, 2009
            F-3Statement of changes
      in Stockholders’ Deficit for the years ended December 31, 2009,
      December 31, 2008 and from inception (July 19, 2007) through December 31,
      2007
            F-4Statements of Cash
      Flows for the years ended December 31, 2009,
      December 31, 2008 and for the period from inception (July 19, 2007)
      through December 31, 2009
            F-5Notes to the
      Consolidated Financial Statements
            F-6






























































-7-














REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors


QE
Brushes, Inc.


(a
development stage company)


Spokane,
Washington





We have
audited the accompanying balance sheets of QE Brushes, Inc. (a development stage
company), as of December 31, 2009 and 2008 and the related statements of
expenses, changes in stockholders’ equity and cash flows for the years then
ended and the period from July 19, 2007 (Inception) through December 31, 2009.
These financial statements are the responsibility of QE Brushes’ management. Our
responsibility is to express an opinion on these financial statements based on
our audit.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform an audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our 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 also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides 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 QE Brushes as of December 31, 2009
and 2008 and the results of its operations and its cash flows for the years then
ended and for the period from July 19, 2007 (Inception) through December 31,
2009 in conformity with accounting principles generally accepted in the United
States of America.





The
accompanying financial statements have been prepared assuming that QE Brushes
will continue as a going concern. As discussed in Note 3 to the financial
statements, QE Brushes has suffered a loss from operations, which raises
substantial doubt about its ability to continue as a going concern. Management’s
plans regarding those matters also are described in Note 3. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.








MALONEBAILEY,
LLP


www.malonebailey.com


Houston,
Texas


April 8,
2010








F-1





-8-








QE BRUSHES, INC.(A
      Development Stage Company)Balance
      SheetsDecember
      31,
            
            December
      31,2009
            
            2008ASSETSCURRENT
      ASSETS:Cash
            $
            48,253
            $
            86,079Total
      Assets
            $
            48,253
            $
            86,079LIABILITIES
      AND STOCKHOLDERS’ EQUITYCURRENT
      LIABILITIES:Accounts
      payable
            $
            142
            $
            510Total
      Current Liabilities
            
            142
            
            510Stockholders'
      EquityPreferred
      stock, $.001 par, 10,000,000 shares authorized, noshares
      issued or outstanding
            
            -
            
            -Common
      stock, $.001 par, 90,000,000 shares authorized,11,140,000
      and 13,390,000 shares issued and outstanding
            
            11,142
            
            13,392Additional
      paid-in capital
            
            124,315
            
            122,065Deficit
      accumulated during the development stage
            
            (87,346)
            
            (49,888)Total
      Stockholders’ Equity
            
            48,111
            
            85,569Total
      Liabilities and Stockholders' Equity
            $
            48,253
            $
            86,079























The
accompanying notes are an integral part of these financial
statements





F-2





-9-








QE BRUSHES, INC.(A
      Development Stage Company)Statements
      of ExpensesFrom
      Inception(July
      19, 2007)Twelve
      Months Ended
            
            ThroughDecember
      31,
            
            December
      31,2009
            
            2008
            
            2009OPERATING
      EXPENSES:Legal
      fees
            $
            1,675
            
            4,085
            $
            34,115Accounting
      fees
            
            15,333
            
            6,289
            
            24,122Office
      expense
            
            1,865
            
            2,041
            
            4,073License
      and fees
            
            990
            
            450
            
            1,440Product
      development costs
            
            17,595
            
            3,544
            
            23,596Total
      operating expenses
            
            37,458
            
            16,409
            
            87,346Net
      Loss
            $
            (37,458)
            
            (16,409)
            $
            (87,346)Weighted
      average number of shares outstanding
            
            11,140,000
            
            12,822,232Basic
      and diluted net loss per share
            $
            (0.00)
            
            (0.00)

































































The
accompanying notes are an integral part of these financial
statements





F-3





-10-








QE BRUSHES, INC.(A
      Development Stage Company)Statements
      of Changes in Stockholders' EquityDeficitAccumulatedCommon
      Stock Subscribed
            
            Additional
            
            During
      thePaid-In
            
            DevelopmentShares
            
            Amount
            
            Capital
            
            Stage
            
            TotalBALANCE,
      July 19, 2007(Date
      of inception)
            -
            $
            -
            $
            -
            $
            -
            $
            -Issuance
      of common stock for :Cash
      at $.001
            7,550,000
            
            7,550
            
            (3,775)
            
            -
            
            3,775Services
      at $.001
            450,000
            
            450
            
            (225)
            
            -
            
            225Issuance
      of common stock for :Cash
      at $.0189
            4,240,000
            
            4,240
            
            35,760
            
            -
            
            40,000Services
      at $.001
            260,000
            
            260
            
            2,197
            
            -
            
            2,457Net
      loss
            -
            
            -
            
            -
            
            (33,479)
            
            (33,479)BALANCE,
      December 31, 2007
            12,500,000
            
            12,500
            $
            33,957
            $
            (33,479)
            
            12,978Issuance
      of common stock for :Cash
      at $.10
            890,000
            
            892
            
            88,108
            
            -
            
            89,000Net
      loss
            -
            
            -
            
            -
            
            (16,409)
            
            (16,409)BALANCE,
      December 31, 2008
            13,390,000
            
            13,392
            $
            122,065
            $
            (49,888)
            
            85,569Return
      to Treasury
            (2,250,000)
            
            (2,250)
            
            2,250
            
            
            
            -Net
      loss
            -
            
            -
            
            -
            
            (37,458)
            
            (37,458)BALANCE,
      December 31, 2009
            11,140,000
            $
            11,142
            $
            124,315
            $
            (87,346)
            $
            48,111


























The
accompanying notes are an integral part of these financial
statements





F-4





-11-








QE BRUSHES, INC.(A
      Development Stage Company)Statements
      of Cash FlowsFrom
      Inception(July
      19, 2007)Twelve
      Months Ended
            
            ThroughDecember
      31,
            
            December
      31,2009
            
            2008
            
            2009Cash
      Flows From Operating ActivitiesNet
      Loss
            $
            (37,458)
            $
            (16,409)
            $
            (87,346)Adjustments
      to reconcile net loss to net cashused
      in operating activities:Common
      stock subscribed for services
            
            
            
            
            
            2,682Changes
      in assets and liabilities:Prepaid
      expenses
            
            (368)
            
            (740)
            
            142Total
      Cash (Used) by Operating Activities
            
            (37,826)
            
            (17,149)
            
            (84,522)Cash
      Flows From Financing ActivitiesSale
      of common stock to founder
            
            -
            
            -
            
            3,775Proceeds
      from sale of common stock
            
            -
            
            89,000
            
            129,000Total
      Cash Provided by Financing Activities
            
            -
            
            89,000
            
            132,775Net
      Increase in Cash
            
            (37,826)
            
            71,851
            
            48,253Cash
      at Beginning of Period
            
            86,079
            
            14,228
            
            -Cash
      at End of Period
            $
            48,253
            $
            86,079
            $
            48,253Supplemental
      Disclosure of Cash Flow InformationInterest
      paid
            $
            -
            $
            -
            $
            -Income
      taxes paid
            $
            -
            $
            -
            $
            -
































The
accompanying notes are an integral part of these financial
statements





F-5





-12-








QE BRUSHES, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS





NOTE
1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES:





Organization:





QE
Brushes, Inc. (QE Brushes) was incorporated on July 19, 2007, in the State of
Nevada. QE Brushes is a Development Stage Company as defined by Statement of
Financial Accounting Standard No. 7, Accounting and Reporting by Development
Stage Enterprises.  QE Brushes is currently seeking funding in order
to begin operations to design, patent, outsource manufacturing and market a
unique dog and cat tooth brush.





The
accompanying audited financial statements of QE Brushes, Ltd., 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, and should be read in conjunction with the audited financial
statements and notes thereto contained in QE Brushes’ Annual Report filed with
the SEC on Form 10-K. 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 interim periods presented have
been reflected herein.





Summary
of Significant Accounting Policies:





Use of 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 reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period.  Significant estimates used herein include those
relating to management’s estimate of market value of contracts and real estate
held in inventory.  It is reasonably possible that actual results
could differ from those and other estimates used in preparing these financial
statements and such differences could be material.





Cash and cash equivalents– Cash
and cash equivalents consist of demand deposits, including interest-bearing
accounts, held in a local bank. The Company considers all highly liquid
investments purchased, with an original maturity of three months or less, to be
a cash equivalent.





Income tax – Deferred taxes
are provided, when material, on a liability method whereby deferred tax assets
are recognized for deductible temporary differences and deferred tax liabilities
are recognized for taxable temporary differences.  Temporary
differences are the differences between the reported amounts of assets and
liabilities and their tax bases. Deferred tax assets, subject to a valuation
allowance, are recognized for future benefits of net operating losses being
carried forward.





Earnings per share – Basic
earnings per common share has been computed on the basis of the weighted-average
number of common shares outstanding during the period presented.





F-6


-13-








QE
BRUSHES, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS





Fair Value of Financial
Instruments - QE Brushes financial instruments will consist mainly of
cash and cash equivalents, accrued expenses and notes payable.  The
carrying amounts of the Company’s cash and cash equivalents, accrued expenses
and notes payable approximate fair value due to the short-term nature of these
instruments.





Accounting Pronouncements -
QE Brushes does not believe the adoption of recently issued accounting
pronouncements will have an impact on The Company’s financial position, results
of operations, or cash flows.





Stock Based Compensation
Policy - On July 19, 2007, we adopted SFAS No. 123(R), “Share-Based
Payment”.  SFAS 123(R) requires all stock-based payments to employees,
including grants of employee stock options, to be recognized in the financial
statements based on their fair values.








NOTE
2 – COMMON STOCK





QE
Brushes issued 8,000,000 shares at inception for $3,775 cash and services valued
at $225. In July 2007, QE Brushes issued 260,000 shares for services valued at
$2,457. In August 2007, QE Brushes issued 4,240,000 common shares for $40,000
cash. During  2008, QE Brushes issued 890,000 common shares for
$89,000 in cash.








NOTE
3- GOING CONCERN





During
2009, QE Brush incurred a net loss, and had negative cash flows from operations.
These conditions raise substantial doubt as to the Company’s ability to continue
as a going concern.  The financial statements do not include any
adjustments that might be necessary if QE Brushes is unable to continue as a
going concern.





QE
Brushes has completed its final prototype design. Meri LLC, located in China,
will manufacture 15,000 toothbrushes, package and ship them to our offices
located in Spokane WA for $24,000 US dollars. This amount includes making an
injection mold for three sizes of toothbrushes (large, medium and small). The
15,000 toothbrushes will be made into 5000 toothbrushes for each of these three
sizes. QE Brushes entered into a contract with these terms requiring a down
payment of 50% with the balance owing upon receipt of the toothbrushes. The 50%
initial down payment has been paid.





The
timing and amount of capital requirements will depend on a number of factors,
including demand for products and services and the availability of opportunities
for expansion through affiliations and other business
relationships.








F-7





-14-








QE
BRUSHES, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS








NOTE
4 – COMMITMENTS





QE
Brushes offices in the home of QE’s president on a rent free month to month
basis.








NOTE
5 – INCOME TAXES





QE Brush
has incurred losses since its inception and, therefore, has not been subject to
federal income taxes.  As of December 31, 2009, QE Brush had net
operating losses of $85,000, which will begin to expire in 2028.





Significant
components of QE Brush’s deferred income tax assets at December 31, 2009 and
2008 are as follows:





2009
            
            2008Deferred
      income tax asset
            $
            12,700
            $
            7,081Valuation
      allowance
            
            (12,700)
            
            (7,081)Net
      deferred tax assets
            $
            -
            $
            -








NOTE
6 - SUBSEQUENT EVENTS





On March
18, 2010, the Company adopted a two-for-one forward stock dividend, which
increased the outstanding common stock from 6,695,000 as of December 31, 2009,
to 13,390,000 shares. Immediately after, or in conjunction with, the forward
stock dividend, four directors and a consultant returned a total of 2,250,000
shares to the Company for cancellation. The return of these shares resulted in a
new balance of 11,140,000 common shares outstanding.  To avoid
confusion, the canceled shares are shown as a 2009 transaction since it was in
conjunction with the forward stock dividend which requires restatement of all
share amounts presented in this filing.
































F-8





-15-





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





There have been no disagreements on
accounting and financial disclosures from the inception of our company through
the date of this Form 10-K. Our financial statements for the period from
inception to December 31, 2009, included in this report have been audited by
MaloneBailey LLC, as set forth in this annual report.





ITEM
9A.                   CONTROLS
AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures





We maintain “disclosure controls and
procedures,” as such term is defined in Rule 13a-15(e) under the Securities
Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that
information required to be disclosed in our Exchange Act reports 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. We conducted an evaluation (the “Evaluation”),
under the supervision and with the participation of our Chief Executive Officer
(“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design
and operation of our disclosure controls and procedures (“Disclosure Controls”)
as of the end of the period covered by this report pursuant to Rule 13a-15 of
the Exchange Act. Based on this Evaluation, our CEO and CFO concluded that our
Disclosure Controls were effective as of the end of the period covered by this
report.





Limitations on the Effectiveness of
Controls





Our management, including our CEO and
CFO, does not expect that our Disclosure Controls and internal controls will
prevent all errors and all fraud. A control system, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the Company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of a simple error or mistake. Additionally,
controls can be circumvented by the individual acts of some persons, by
collusion of two or more people, or by management or board override of the
control.





The design of any system of controls
also is based in part upon certain assumptions about the likelihood of future
events, and there can be no assurance that any design will succeed in achieving
its stated goals under all potential future conditions; over time, controls may
become inadequate because of changes in conditions, or the degree of compliance
with the policies or procedures may deteriorate. Because of the inherent
limitations in a cost-effective control system, misstatements due to error or
fraud may occur and not be detected.











-16-





CEO and CFO
Certifications





Appearing immediately following the
Signatures section of this report there are Certifications of the CEO and the
CFO. The Certifications are required in accordance with Section 302 of the
Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This Item of this
report, which you are currently reading is the information concerning the
Evaluation referred to in the Section 302 Certifications and this information
should be read in conjunction with the Section 302 Certifications for a more
complete understanding of the topics presented.





Management’s
Report on Internal Control over Financial Reporting





Our management is responsible for
establishing and maintaining adequate internal control over financial reporting,
as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal
control over financial reporting is a process designed to provide reasonable
assurance to our management and board of directors regarding the reliability of
financial reporting and the preparation of the financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America.





Our internal control over financial
reporting includes those policies and procedures that (i) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the Company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America, and that receipts and
expenditures of the Company are being made only in accordance with
authorizations of management and directors of the Company; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the Company’s assets that could have a
material effect on the financial statements.





Because of its inherent limitations,
internal controls over financial reporting may not prevent or detect
misstatements. All internal control systems, no matter how well designed, have
inherent limitations, including the possibility of human error and the
circumvention of overriding controls. Accordingly, even effective internal
control over financial reporting can provide only reasonable assurance with
respect to financial statement preparation. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.





The material weakness relates to the
lack of segregation of duties in financial reporting, as our financial reporting
and all accounting functions are performed by an external consultant with no
oversight by a professional with accounting expertise. Our Principal Executive
Officer and Principal Financial Officer does not possess accounting expertise
and our company does not have an independent audit committee.





In light of the existence of these
control deficiencies, we concluded that there is a reasonable possibility that a
material misstatement of our annual or interim financial statements will not be
prevented or detected on a timely basis by our internal controls.





As a result of the material weaknesses
described above, management has concluded that we did not maintain effective
internal control over financial reporting as of December 31, 2009 based on
criteria established in Internal Control - Integrated Framework issued by
COSO.


-17-





Our management assessed the
effectiveness of our internal control over financial reporting as of December
31, 2009. In making this assessment, it used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated
Framework. Based on our assessment, we believe that, as of December 31,
2009, the Company’s internal control over financial reporting was ineffective
based on those criteria.





This annual report does not include an
attestation report of our registered public accounting firm regarding internal
control over financial reporting. Management’s report was not subject to
attestation by our registered public accounting firm pursuant to temporary rules
of the Securities and Exchange Commission that permit us to provide only
management’s report in this annual report.





Changes
in Internal Controls





There were no changes in our internal
control over financial reporting during the year ended December 31, 2009 that
have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.





ITEM
9B.                   OTHER
INFORMATION





None








PART III





ITEM
10.                      DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE





Our directors will serve until their
successor is elected and qualified. Our officers are elected by the board of
directors to a term of one (1) year and serve until their successor is duly
elected and qualified, or until they are removed from office. The board of
directors has no nominating, auditing or compensation committees.





The names, addresses, ages and
positions of our present officers and director are set forth below:





Name
            Age
            PositionGregory
      Ruff
            52
            President,
      CEO, CFO, Treasurer, and DirectorCraig
      Littler
            53
            Secretary
      and DirectorMurray
      Sternfeld
            65
            DirectorPaul
      Charbonneau
            54
            DirectorJames
      Adams
            56
            Director





We have no knowledge of any
arrangements, including any pledge by any person of our securities, the
operation of which may at a subsequent date result in a change in our
control.  We are not, to the best of our knowledge, directly or
indirectly owned or controlled by another corporation or foreign
government.





Set forth below is a brief description
of the background and business experience of each of our current executive
officers and directors.





-18-








Gregory Ruff is our
President, CEO, CFO, Treasurer, and a Director.  He has served in
these positions since our inception, and manages our daily operations, as well
as heading up our development efforts. Mr. Ruff is the President, CEO, CFO,
Secretary, Treasurer, and a Director of Koko Ltd. Koko Ltd. filed a Form S-1
registration statement with the SEC, file no. 333-157878, on March 12, 2009
registering 920,000 shares of common stock for resale by certain selling
shareholders named therein. Despite Mr. Ruff’s service to Koko Ltd., however, he
does not believe it represents any conflict of interest with his duties as
officer and director of our company. Mr. Ruff spends 20 hours per week with
respect to his duties at Koko Ltd. Since January 2009, Mr. Ruff has been
employed with Spartan Securities in Spokane, WA where he was a licensed FINRA
member, account executive and a trader. Mr. Ruff resigned from Spartan
Securities on August 19, 2009. Since December 2006, Mr. Ruff has been engaged in
making personal investments for his own benefit. Mr. Ruff worked as a trader and
account executive at Public Securities in Spokane Washington from 1996 through
December 2006 where his duties included funding and assisting companies going
public. He graduated from Pepperdine University with a J.D. degree in law in
1984. Mr. Ruff graduated from Gonzaga University with a BBA degree in accounting
in 1981.





Craig Littler is a member of
our Board of Directors. Mr. Littler is the Secretary of Koko Ltd. Koko Ltd.
filed a Form S-1 registration statement with the SEC, file no. 333-157878, on
March 12, 2009 registering 920,000 shares of common stock for resale by certain
selling shareholders named therein. Despite Mr. Littler’s service to Koko Ltd.,
however, he does not believe it represents any conflict of interest with his
duties as Secretary of our company. Mr. Littler only spends 4 hours per week
with respect to his duties as a Secretary of our company. Since May 14, 2008,
Mr. Littler has been the president and officer of C & C Tours, a Nevada
corporation. From 1995 to 2002, Mr. Littler owned and operated Executive
Recruiting Company. Mr. Littler graduated from the American Academy of Dramatic
Arts with a theatre/ drama degree in 1963.  Mr. Littler has worked as
an actor from 1961 to present.





Murray Sternfeld is a member
of our Board of Directors. He has worked as an insurance agent for John Hancock
Mutual Life Insurance Company since 1969.





Paul Charbonneau is a member
of our Board of Directors. For the past three years, Mr. Charbonneau has also
served as the Assistant Fundraising Coordinator for the Washington Basset
Rescue.  For the past five years, Mr. Charbonneau has been employed
with the city of Spokane Water Department.





James Adamsis a member of our
Board of Directors.  While Mr. Adams is recently retired from owning
and operating a construction company in Los Angeles for the past twenty-seven
years, he still owns and manages a number of premium real estate investments in
Los Angeles and Las Vegas. Mr. Adams is a past president of Stallion Mountain
HOA Board of directors.  He graduated from the University of
California, Los Angeles with a BA degree in Political Science in
1975.  Mr. Adams graduated from Santa Monica College with an AA degree
in 1973.





Conflicts
of Interest





There are no conflicts of
interest.  Further, we have not established any policies to deal with
possible future conflicts of interest.














-19-





Audit
Committee Financial Expert





We do not have an audit committee
financial expert. We do not have an audit committee financial expert because we
believe the cost related to retaining a financial expert at this time is
prohibitive. Further, because we are only beginning our commercial operations,
at the present time, we believe the services of a financial expert are not
warranted.





Involvement
in Certain Legal Proceedings





Other than as described in this
section, to our knowledge, during the past five years, no present or former
director or executive officer of our company: (1) filed a petition under the
federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal
agent or similar officer appointed by a court for the business or present of
such a person, or any partnership in which he was a general partner at or within
two years before the time of such filing, or any corporation or business
association of which he was an executive officer within two years before the
time of such filing; (2) was convicted in a criminal proceeding or named subject
of a pending criminal proceeding (excluding traffic violations and other minor
offenses); (3) was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining him from or otherwise
limiting the following activities: (i) acting as a futures commission merchant,
introducing broker, commodity trading advisor, commodity pool operator, floor
broker, leverage transaction merchant, associated person of any of the
foregoing, or as an investment advisor, underwriter, broker or dealer in
securities, or as an affiliated person, director of any investment company, or
engaging in or continuing any conduct or practice in connection with such
activity; (ii) engaging in any type of business practice; (iii) engaging in any
activity in connection with the purchase or sale of any security or commodity or
in connection with any violation of federal or state securities laws or federal
commodity laws; (4) was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any federal or state authority
barring, suspending or otherwise limiting for more than 60 days the right of
such person to engage in any activity described above under this Item, or to be
associated with persons engaged in any such activity; (5) was found by a court
of competent jurisdiction in a civil action or by the Securities and Exchange
Commission to have violated any federal or state securities law and the judgment
in subsequently reversed, suspended or vacate; (6) was found by a court of
competent jurisdiction in a civil action or by the Commodity Futures Trading
Commission to have violated any federal commodities law, and the judgment in
such civil action or finding by the Commodity Futures Trading Commission has not
been subsequently reversed, suspended or vacated.





Audit
Committee Charter





We have a separately-designated audit
committee of the board.  Audit committee functions are performed by
our board of directors. None of our directors are deemed independent. All
directors also hold positions as our officers. Our audit committee is
responsible for: (1) selection and oversight of our independent accountant; (2)
establishing procedures for the receipt, retention and treatment of complaints
regarding accounting, internal controls and auditing matters; (3) establishing
procedures for the confidential, anonymous submission by our employees of
concerns regarding accounting and auditing matters; (4) engaging outside
advisors; and, (5) funding for the outside auditory and any outside advisors
engagement by the audit committee. A copy of the audit committee charter is
filed as Exhibit 99.1 to this report.








-20-





Code
of Ethics





We have adopted a corporate code of
ethics. We believe our code of ethics is reasonably designed to deter wrongdoing
and promote honest and ethical conduct; provide full, fair, accurate, timely and
understandable disclosure in public reports; comply with applicable laws; ensure
prompt internal reporting of code violations; and provide accountability for
adherence to the code. A copy of the code of ethics is filed as Exhibit 14.1 to
this report.





Disclosure
Committee and Charter





We have a disclosure committee and
disclosure committee charter. Our disclosure committee is comprised of all of
our officers and directors. The purpose of the committee is to provide
assistance to the Chief Executive Officer and the Chief Financial Officer in
fulfilling their responsibilities regarding the identification and disclosure of
material information about us and the accuracy, completeness and timeliness of
our financial reports.  A copy of the disclosure committee charter is
filed as Exhibit 99.2 to this report.





Section
16(a) of the Securities Exchange Act of 1934





As of the date of this report, we are
not subject to section 16(a) of the Securities Exchange Act of
1934.





ITEM
11.                    EXECUTIVE
COMPENSATION





The following table sets forth the
compensation paid by us for the last three years through December 31, 2009, to
our officers.  This information includes the dollar value of base
salaries, bonus awards and number of stock options granted, and certain other
compensation, if any.  The compensation discussed addresses all
compensation awarded to, earned by, or paid to our named executive
officers.





Summary
Compensation Table


(a)
            (b)
            (c)
            (d)
            (e)
            (f)
            (g)
            (h)
            (i)
            (j)Change
      inPensionValue
      &Non-
            Nonqual-Equity
            ifiedIncentive
            Deferred
            AllPlan
            Compen-
            OtherStock
            Option
            Compen-
            sation
            Compen-Name
      and Principal
            
            Salary
            Bonus
            Awards
            Awards
            sation
            Earnings
            sation
            TotalsPosition
      [1]
            Year
            ($)
            ($)
            ($)
            ($)
            ($)
            ($)
            ($)
            ($)Gregory
      Ruff
            2009
            0
            0
            0
            0
            0
            0
            0
            0President
      & Treasurer
            2008
            0
            0
            0
            0
            0
            0
            0
            02007
            0
            0
            0
            0
            0
            0
            0
            0Craig
      Littler
            2009
            0
            0
            0
            0
            0
            0
            0
            0Vice
      President
            2008
            0
            0
            0
            0
            0
            0
            0
            02007
            0
            0
            0
            0
            0
            0
            0
            0





-21-





We have not paid any salaries in 2010,
and we do not anticipate paying any salaries at any time in 2010. We will not
begin paying salaries until we have adequate funds to do so.





The following table sets forth the
compensation paid by us from to our sole director for the year ending December
31, 2009.  This information includes the dollar value of base
salaries, bonus awards and number of stock options granted, and certain other
compensation, if any.  The compensation discussed addresses all
compensation awarded to, earned by, or paid to our named director.





Director
Compensation Table


(a)
            (b)
            (c)
            (d)
            (e)
            (f)
            (g)
            (h)Change
      inPensionFees
            
            
            
            Value
      andEarned
            
            
            Non-Equity
            Nonqualified
            Allor
            
            
            Incentive
            Deferred
            OtherPaid
      in
            Stock
            Option
            Plan
            Compensation
            Compen-Cash
            Awards
            Awards
            Compensation
            Earnings
            sation
            TotalName
            ($)
            ($)
            ($)
            ($)
            ($)
            ($)
            ($)Gregory
      Ruff
            0
            0
            0
            0
            0
            0
            0Craig
      Littler
            0
            0
            0
            0
            0
            0
            0Murray
      Sternfeld
            0
            0
            0
            0
            0
            0
            0Paul
      Charbonneau
            0
            0
            0
            0
            0
            0
            0James
      Adams
            0
            0
            0
            0
            0
            0
            0





All compensation received by our
officers and directors has been disclosed.





There are no stock option, retirement,
pension, or profit sharing plans for the benefit of our officers and
directors.





Long-Term Incentive Plan
Awards





We do not have any long-term incentive
plans that provide compensation intended to serve as incentive for performance
at this time.





Indemnification





Under our Articles of Incorporation and
Bylaws of the corporation, we may indemnify an officer or director who is made a
party to any proceeding, including a law suit, because of his position, if he
acted in good faith and in a manner he reasonably believed to be in our best
interest. We may advance expenses incurred in defending a proceeding. To the
extent that the officer or director is successful on the merits in a proceeding
as to which he is to be indemnified, we must indemnify him against all expenses
incurred, including attorney’s fees. With respect to a derivative action,
indemnity may be made only for expenses actually and reasonably incurred in
defending the proceeding, and if the officer or director is judged liable, only
by a court order. The indemnification is intended to be to the fullest extent
permitted by the laws of the State of Nevada.








-22-





Regarding indemnification for
liabilities arising under the Securities Act of 1933, which may be permitted to
directors or officers under Nevada law, we are informed that, in the opinion of
the Securities and Exchange Commission, indemnification is against policy, as
expressed in the Act and is, therefore, unenforceable.





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





The following table sets forth, as of
December 31, 2009, the beneficial ownership of our common stock by each
executive officer and director, by each person known by us to beneficially own
more than 5% of our common stock and by the executive officers and directors as
a group. Except as otherwise indicated, all shares are owned directly and the
percentage shown is based on 11,140,000 shares of common stock issued and
outstanding on December 31, 2009.





Name
      and address
            Amount
      of
            Percentof
      beneficial owner
            beneficial
      ownership
            of
      class*Gregory
      Ruff
            8,125,000
            72.94%12901
      South Buttercup LaneSpokane,
      WA  99224Craig
      Littler
            530,000
            4.76%1025
      Ocean Ave. #203Santa
      Monica, CA 90403Murray
      Sternfeld
            530,000
            4.76%1613
      – 54th
      StreetBrooklyn,
      NY 11204Paul
      Charbouneau
            530,000
            4.76%1018
      West MontgomerySpokane,
      WA 99205James
      Adams
            530,000
            4.76%3740
      Kemper Lakes StreetLas
      Vegas, NV 89122All
      officers and directors as a group
            10,245,000
            91.97%(5
      individuals)





[1]
            The
      people named above may be deemed to be a “parent” and “promoter” of our
      company. Messrs. Ruff and Littler are our only
  promoters.





Future sales by existing
stockholders





A total of 10,245,000 shares of common
stock were issued to Gregory Ruff, Craig Litter, Murray Sternfeld, Paul
Charbouneau and James Adams, our officers and directors, all of which are
restricted securities, as defined in Rule 144 of the Rules and Regulations of
the SEC promulgated under the Securities Act. Under Rule 144, the shares can be
only sold, subject to volume restrictions and restrictions on the manner of
sale, commencing six months after their acquisition.


-23-





There is a limited trading market for
our common stock on the Bulletin Board. There are no outstanding options or
warrants to purchase, or securities convertible into, our common stock. There
are two holders of record for our common stock. The record holders are our
officers and directors who collectively own 6,250,000 restricted shares of our
common stock.





Securities
authorized for issuance under equity compensation plans.





We have no equity compensation
plans.





ITEM 13.
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE





During the years ended December 31,
2009 and 2008, and to date in 2010, there have been no related transactions
between the company and any related person, as defined below:





·
            Any
      of our directors or officers;


·
            Any
      person proposed as a nominee for election as a
  director;


·
            Any
      person who beneficially owns, directly or indirectly, shares of common
      stock carrying more than 10% of the voting rights attached to our
      outstanding shares of common stock;


·
            Any
      of our promoters;


·
            Any
      relative or spouse of any of the foregoing persons who has the same house
      address as such person.





Director
Independence





The following directors have been
determined to be independent members of the board of directors as defined by
NASDAQ Marketplace Rule 4200(a)(15).





In determining the matter of director
independence, the following independence criteria were utilized:





(1)
            a
      director who is, or at any time during the past three years was, employed
      by the company or by any parent or subsidiary of the
    company;





(2)
            a
      director who accepted or who has a Family Member who accepted any
      compensation from the company in excess of $60,000 during any period of
      twelve consecutive months within the three years preceding the
      determination of independence, other than the
  following:





(i)
            compensation
      for board or board committee
service;





(ii)
            compensation
      paid to a Family Member who is an employee (other than an executive
      officer) of the company ; or





(iii)
            benefits
      under a tax-qualified retirement plan, or non-discretionary
      compensation














-24-





(3)           Other
relationships include:





(i)
            a
      director who is a Family Member of an individual who is, or at any time
      during the past three years was, employed by the Company as an executive
      officer, or a director who is, or has a family member who is, a partner
      in, or a controlling shareholder or an executive officer of, any
      organization to which the Company made, or from which the Company
      received, payments for property or services in the current or any of the
      past three fiscal years that exceed 5% of the recipient's consolidated
      gross revenues for that year, or $200,000, whichever is more, other than
      (a) payments arising solely from investments in the company's securities;
      or(b) payments under non-discretionary charitable contribution matching
      programs.





(ii)
            a
      director of the Company who is, or has a Family Member who is, employed as
      an executive officer of another entity where at any time during the past
      three years any of the executive officers of the Company serve on the
      compensation committee of such other entity;
or





(iii)
            a
      director who is, or has a Family Member who is, a current partner of the
      Company's outside auditor, or was a partner or employee of the Company's
      outside auditor who worked on the company's audit at any time during any
      of the past three years.





ITEM
14.                    PRINCIPAL
ACCOUNTANT FEES AND SERVICES





(1)
Audit Fees





The aggregate fees billed for each of
the last two fiscal years for professional services rendered by the principal
accountant for our audit of annual financial statements and review of financial
statements included in our Form 10-Qs or services that are normally provided by
the accountant in connection with statutory and regulatory filings or
engagements for those fiscal years was:





2009
            $
            11,500
            MaloneBailey
      LLP2008
            $
            11,500
            MaloneBailey
      LLP





(2)
Audit-Related Fees





The aggregate fees billed in each of
the last two fiscal years for assurance and related services by the principal
accountants that are reasonably related to the performance of the audit or
review of our financial statements and are not reported in the preceding
paragraph:





2009
            $
            0
            MaloneBailey
      LLP2008
            $
            0
            MaloneBailey
      LLP





(3)
Tax Fees





The aggregate fees billed in each of
the last two fiscal years for professional services rendered by the principal
accountant for tax compliance, tax advice, and tax planning was:





2009
            $
            0
            MaloneBailey
      LLP2008
            $
            0
            MaloneBailey
      LLP


-25-





(4)
All Other Fees





The aggregate fees billed in each of
the last tow fiscal yeas for the products and services provided by the principal
accountant, other than the services reported in paragraphs (1), (2), and (3)
was:





2009
            $
            0
            MaloneBailey
      LLP2008
            $
            0
            MaloneBailey
      LLP





(5) Our audit committee’s pre-approval
policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of
Regulation S-X were that the audit committee pre-approve all accounting related
activities prior to the performance of any services by any accountant or
auditor.





(6) The percentage of hours expended on
the principal accountant’s engagement to audit our financial statements for the
most recent fiscal year that were attributed to work performed by persons other
than the principal accountant’s full time, permanent employees was
0%.








PART IV





ITEM
15.                    EXHIBITS, FINANCIAL STATEMENT
SCHEDULES





Incorporated
      by referenceExhibit
            Document
      Description
            Form
            Date
            Number
            Filed
      herewith3.1
            Articles
      of Incorporation.
            S-1
            3/16/09
            3.13.2
            Bylaws.
            S-1
            3/16/09
            3.214.1
            Code
      of Ethics.
            
            
            
            X31.1
            Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.
            
            
            
            X32.1
            Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to Section
      906 of the Sarbanes-Oxley Act of 2002.
            
            
            
            X99.1
            Audit
      Committee Charter.
            
            
            
            X99.2
            Disclosure
      Committee Charter.
            
            
            
            X























-26-








SIGNATURES





In accordance with Section 13 or 15(d)
of the Securities and Exchange Act, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized, on
this 12th day of April,
2010.





QE
      BRUSHES, INC.BY:
            GREGORY
      RUFFGregory
      RuffPresident,
      Principal Executive Officer, Principal Financial Officer, Principal
      Accounting Officer, Treasurer and a member of the Board of
      Directors





Pursuant to the requirements of the
Securities Act of 1934, this report has been signed by the following persons on
behalf of the registrant and in the capacities and on the dates
indicated:





Signature
            Title
            DateGREGORY
      RUFF
            President,
      Principal Executive Officer,
            April
      12, 2010Gregory
      Ruff
            Principal
      Accounting Officer, Principal Financial Officer, Treasurer and a member of
      the Board of DirectorsCRAIG
      LITTLER
            Secretary
      and a Director
            April
      12, 2010Craig
      LittlerPAUL
      CHARBONNEAU
            Director
            April
      12, 2010Paul
      CharbonneauMURRAY
      STERNFELD
            Director
            April
      12, 2010Murray
      SternfeldJAMES
      ADAMS
            DirectorJames
      Adams
            
            April
      12, 2010























-27-








EXHIBIT
INDEX








Incorporated
      by referenceExhibit
            Document
      Description
            Form
            Date
            Number
            Filed
      herewith3.1
            Articles
      of Incorporation.
            S-1
            3/16/09
            3.13.2
            Bylaws.
            S-1
            3/16/09
            3.214.1
            Code
      of Ethics.
            
            
            
            X31.1
            Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.
            
            
            
            X32.1
            Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to Section
      906 of the Sarbanes-Oxley Act of 2002.
            
            
            
            X99.1
            Audit
      Committee Charter.
            
            
            
            X99.2
            Disclosure
      Committee Charter.
            
            
            
            X










































































-28-