U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Form
10-K





(Mark
One)





x ANNUAL REPORT UNDER
SECTION 13 OR 15(d)


OF
THE SECURITIES EXCHANGE ACT OF 1934





For the
fiscal year ended April 30, 2009





o TRANSITION REPORT UNDER
SECTION 13 OR 15(d)


OF
THE SECURITIES EXCHANGE ACT OF 1934





For the
transition period from ______________ to ______________





Commission
File Number 000-53457










SK
SHASTA ACQUISITION CORP. 3


(Exact
name of registrant as specified in its charter)







Delaware
              
              75-3268883(State
      or other jurisdiction of
              
              (I.R.S.
      Employerincorporation
      or organization)
              
              Identification
      No.)





P.O. Box
4226, STN Main Vancouver , V6B B.C. 327





(Address
of principal executive offices)





(604)
568-6426





(Registrant’s
telephone number, including area code)










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





None.





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





Common
Stock, $0.0001 par value per share





(Title of
Class)





Check
whether the registrant is a well-known seasoned issuer, as defined in Rule 405
of the Securities Act.  Yes  ̈  No x





Check
whether the registrant is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act.  ̈





Check
whether the registrant (1) has filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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 website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§229.404 of this
chapter) during the preceeding 12 months (or such shorter period that the
registrant was required to submit and post such files).


Yes  ̈  No  ̈





Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K (§229.405 of this chapter) contained herein, and no disclosure
will be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. x





Check
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company.  See
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):





Large Accelerated Filer   ̈
              Accelerated
      Filer                   
       ̈Non-accelerated Filer      ̈
              Smaller
      Reporting Company x(Do
      not check if a smaller reporting company.)





Check
whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange
Act).  Yes x  No





As of
April 30, 2009, there were no non-affiliate holders of common stock of the
Company.





APPLICABLE
ONLY TO CORPORATE REGISTRANTS





As of
July 21, 2009, there were 30,000,000 shares of common stock, par value $.0001,
outstanding.








FORWARD-LOOKING
STATEMENTS





Certain
statements made in this Annual Report on Form 10-K are “forward-looking
statements” (within the meaning of the Private Securities Litigation Reform Act
of 1995) regarding the plans and objectives of management for future operations.
Such statements involve known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements of SK Shasta
Acquisition Corp. 3 (the “Company”) to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. The forward-looking statements included herein are
based on current expectations that involve numerous risks and uncertainties. The
Company's plans and objectives are based, in part, on assumptions involving the
continued expansion of business. Assumptions relating to the foregoing involve
judgments with respect to, among other things, future economic, competitive and
market conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of the
Company. Although the Company believes its assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove
inaccurate and, therefore, there can be no assurance the forward-looking
statements included in this Report will prove to be accurate. In light of the
significant uncertainties inherent in the forward-looking statements included
herein, the inclusion of such information should not be regarded as a
representation by the Company or any other person that the objectives and plans
of the Company will be achieved.


2





PART
I





Item
1. Description of Business.





SK Shasta
Acquisition Corp. 3 (“we”, “us”, “our”, the “Company” or the “Registrant”) was
incorporated in the State of Delaware on May 2, 2008. Since inception, the
Company has been engaged in organizational efforts and obtaining initial
financing. The Company was formed as a vehicle to pursue a business combination
and has made no efforts to identify a possible business combination. As a
result, the Company has not conducted negotiations or entered into a letter of
intent concerning any target business. The business purpose of the Company is to
seek the acquisition of, or merger with, an existing company. The Company
selected April 30 as its fiscal year end.





The
Company, based on proposed business activities, is a “blank check” company. The
SEC defines those companies as "any development stage company that is issuing a
penny stock, within the meaning of Section 3(a)(51) of the Exchange Act, and
that has no specific business plan or purpose, or has indicated that its
business plan is to merge with an unidentified company or companies." Many
states have enacted statutes, rules and regulations limiting the sale of
securities of "blank check" companies in their respective jurisdictions. The
Company is also a “shell company,” defined in Rule 12b-2 under the Exchange Act
as a company with no or nominal assets (other than cash) and no or nominal
operations. Management does not intend to undertake any efforts to cause a
market to develop in our securities, either debt or equity, until we have
successfully concluded a business combination. The Company intends to comply
with the periodic reporting requirements of the Exchange Act for so long as we
are subject to those requirements.





The
Company was organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. The Company’s principal business objective
for the next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with an operating business. The Company will not
restrict its potential candidate target companies to any specific business,
industry or geographical location and, thus, may acquire any type of
business.





The analysis of new business
opportunities is undertaken by or under the supervision of the sole officer and
director of the Company.  As of this date the Company has not entered
into any definitive agreement with any party.  The Company has
unrestricted flexibility in seeking, analyzing and participating in potential
business opportunities. In its efforts to analyze potential acquisition targets,
the Company will consider the following kinds of factors:





(a)             Potential
for growth, indicated by new technology, anticipated market expansion or new
products;





(b)             Competitive
position as compared to other firms of similar size and experience within the
industry segment as well as within the industry as a whole;





(c)             Strength
and diversity of management, either in place or scheduled for
recruitment;





(d)             Capital
requirements and anticipated availability of required funds, to be provided by
the Company or from operations, through the sale of additional securities,
through joint ventures or similar arrangements or from other
sources;





(e)             The
cost of participation by the Company as compared to the perceived tangible and
intangible values and potentials;





(f)              The
extent to which the business opportunity can be advanced;


3


(g)             The
accessibility of required management expertise, personnel, raw materials,
services, professional assistance and other required items; and





(h)             Other
relevant factors.





In
applying the foregoing criteria, no one of which will be controlling, management
will attempt to analyze all factors and circumstances and make a determination
based upon reasonable investigative measures and available data. Potentially
available business opportunities may occur in many different industries, and at
various stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex. Due to the Company's limited capital available for investigation,
the Company may not discover or adequately evaluate adverse facts about the
opportunity to be acquired.





COMPETITION





In
identifying, evaluating and selecting a target business, we may encounter
intense competition from other entities having a business objective similar to
ours. There are numerous “public shell” companies either actively or passively
seeking operating businesses with which to merge in addition to a large number
of “blank check” companies formed and capitalized specifically to acquire
operating businesses. Additionally, we are subject to competition from other
companies looking to expand their operations through the acquisition of a target
business. Many of these entities are well established and have extensive
experience identifying and effecting business combinations directly or through
affiliates. Many of these competitors possess greater technical, human and other
resources than us and our financial resources will be relatively limited when
contrasted with those of many of these competitors. Our ability to compete in
acquiring certain sizable target businesses is limited by our available
financial resources. This inherent competitive limitation gives others an
advantage in pursuing the acquisition of a target business. Further, our
outstanding warrants and the future dilution they potentially represent may not
be viewed favorably by certain target businesses.





Any of
these factors may place us at a competitive disadvantage in successfully
negotiating a business combination. Our management believes, however, that our
status as a public entity and potential access to the United States public
equity markets may give us a competitive advantage over privately-held entities
with a business objective similar to ours to acquire a target business on
favorable terms.





If we succeed in effecting a business
combination, there will be, in all likelihood, intense competition from
competitors of the target business. Many of our target business’ competitors are
likely to be significantly larger and have far greater financial and other
resources than we will. Some of these competitors may be divisions or
subsidiaries of large, diversified companies that have access to financial
resources of their respective parent companies. Our target business may not be
able to compete effectively with these companies or maintain them as customers
while competing with them on other projects. In addition, it is likely that our
target business will face significant competition from smaller companies that
have specialized capabilities in similar areas. We cannot accurately predict how
our target business’ competitive position may be affected by changing economic
conditions, customer requirements or technical developments. We cannot assure
you that, subsequent to a business combination, we will have the resources to
compete effectively.





FORM OF
ACQUISITION





The
manner in which the Company participates in an opportunity will depend upon the
nature of the opportunity, the respective needs and desires of the Company and
the promoters of the opportunity, and the relative negotiating strength of the
Company and such promoters.


4


It is
likely that the Company will acquire its participation in a business opportunity
through the issuance of common stock or other securities of the Company.
Although the terms of any such transaction cannot be predicted, it should be
noted that in certain circumstances the criteria for determining whether or not
an acquisition is a so-called "tax free" reorganization under Section 368(a)(1)
of the Internal Revenue Code of 1986, as amended (the "Code") depends upon
whether the owners of the acquired business own 80% or more of the voting stock
of the surviving entity. If a transaction were structured to take advantage of
these provisions rather than other "tax free" provisions provided under the
Code, all prior stockholders would in such circumstances retain 20% or less of
the total issued and outstanding shares of the surviving entity. Under other
circumstances, depending upon the relative negotiating strength of the parties,
prior stockholders may retain substantially less than 20% of the total issued
and outstanding shares of the surviving entity. This could result in substantial
additional dilution to the equity of those who were stockholders of the Company
prior to such reorganization.





The
present stockholder of the Company will likely not have control of a majority of
the voting securities of the Company following a reorganization transaction. As
part of such a transaction, all or a majority of the Company's directors may
resign and one or more new directors may be appointed without any vote by
stockholders.





In the
case of an acquisition, the transaction may be accomplished upon the sole
determination of management without any vote or approval by stockholders. In the
case of a statutory merger or consolidation directly involving the Company, it
will likely be necessary to call a stockholders' meeting and obtain the approval
of the holders of a majority of the outstanding securities. The necessity to
obtain such stockholder approval may result in delay and additional expense in
the consummation of any proposed transaction and will also give rise to certain
appraisal rights to dissenting stockholders. Most likely, management will seek
to structure any such transaction so as not to require stockholder
approval.





It is
anticipated that the investigation of specific business opportunities and the
negotiation, drafting and execution of relevant agreements, disclosure documents
and other instruments will require substantial management time and attention and
substantial cost for accountants, attorneys and others. If a decision is made
not to participate in a specific business opportunity, the costs theretofore
incurred in the related investigation might not be recoverable. Furthermore,
even if an agreement is reached for the participation in a specific business
opportunity, the failure to consummate that transaction may result in the loss
to the Registrant of the related costs incurred.





We
presently have no employees apart from our management. Our officers and
directors are engaged in outside business activities and anticipate that they
will devote to our business very limited time until the acquisition of a
successful business opportunity has been identified. We expect no significant
changes in the number of our employees other than such changes, if any, incident
to a business combination.





Item 1A. Risk Factors





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.





Item
1B.  Unresolved Staff Comments





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.





Item
2. Description of Property.





The
Company neither rents nor owns any properties. The Company utilizes the office
space and equipment of its management at no cost. Management estimates such
amounts to be immaterial.  The Company currently has no policy with
respect to investments or interests in real estate, real estate mortgages or
securities of, or interests in, persons primarily engaged in real estate
activities.


5


Item
3. Legal Proceedings.





To the best knowledge of our officers
and directors, the Company is not a party to any legal proceeding or
litigation.





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





None.





PART
II





Item
5. Market for Common Equity, Related Stockholder Matters and Small Business
Issuer Purchases of Equity Securities.





Common
Stock





Our
Certificate of Incorporation authorizes the issuance of up to 100,000,000 shares
of common stock, par value $.0001 per share (the “Common Stock”).  The
Common Stock is not listed on a publicly-traded market.  As of July
21, 2009, there was 1 holder of record of the Common Stock.





Preferred
Stock





Our
Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
of preferred stock, par value $.0001 per share (the “Preferred
Stock”).  The Company has not yet issued any of its preferred
stock.




Dividend
Policy





The
Company has not declared or paid any cash dividends on its common stock and does
not intend to declare or pay any cash dividend in the foreseeable future. The
payment of dividends, if any, is within the discretion of the Board of Directors
and will depend on the Company’s earnings, if any, its capital requirements and
financial condition and such other factors as the Board of Directors may
consider.





Securities
Authorized for Issuance under Equity Compensation Plans





The
Company does not have any equity compensation plans or any individual
compensation arrangements with respect to its common stock or preferred stock.
The issuance of any of our common or preferred stock is within the discretion of
our Board of Directors, which has the power to issue any or all of our
authorized but unissued shares without stockholder approval.





Recent
Sales of Unregistered Securities





On May 2,
2008 the Company sold 30,000,000 shares of Common Stock to Sierra Knight
Financial Group, Inc. for an aggregate purchase price equal to
$3,000.00.  The Company sold these shares of Common Stock under the
exemption from registration provided by Section 4(2) of the Securities
Act.





No
securities have been issued for services. Neither the Registrant nor any person
acting on its behalf offered or sold the securities by means of any form of
general solicitation or general advertising. No services were performed by any
purchaser as consideration for the shares issued.


6


Issuer
Purchases of Equity Securities





None.





Item
6.  Selected Financial Data





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.





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





The
Company was organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. Our principal business objective for the
next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with a business rather than immediate,
short-term earnings. The Company will not restrict our potential candidate
target companies to any specific business, industry or geographical location
and, thus, may acquire any type of business.





The Company currently does not engage
in any business activities that provide cash flow.  During the next
twelve months we anticipate incurring costs related to:





(i)         filing
Exchange Act reports, and


(ii)        investigating,
analyzing and consummating an acquisition.





We believe we will be able to meet
these costs through use of funds in our treasury, through deferral of fees by
certain service providers and additional amounts, as necessary, to be loaned to
or invested in us by our stockholders, management or other
investors.





The Company may consider acquiring a
business which has recently commenced operations, is a developing company in
need of additional funds for expansion into new products or markets, is seeking
to develop a new product or service, or is an established business which may be
experiencing financial or operating difficulties and is in need of additional
capital. In the alternative, a business combination may involve the acquisition
of, or merger with, a company which does not need substantial additional capital
but which desires to establish a public trading market for its shares while
avoiding, among other things, the time delays, significant expense, and loss of
voting control which may occur in a public offering.





Any target business that is selected
may be a financially unstable company or an entity in its early stages of
development or growth, including entities without established records of sales
or earnings. In that event, we will be subject to numerous risks inherent in the
business and operations of financially unstable and early stage or potential
emerging growth companies. In addition, we may effect a business combination
with an entity in an industry characterized by a high level of risk, and,
although our management will endeavor to evaluate the risks inherent in a
particular target business, there can be no assurance that we will properly
ascertain or assess all significant risks.





The Company anticipates that the
selection of a business combination will be complex and extremely risky. Because
of general economic conditions, rapid technological advances being made in some
industries and shortages of available capital, our management believes that
there are numerous firms seeking even the limited additional capital which we
will have and/or the perceived benefits of becoming a publicly traded
corporation. Such perceived benefits of becoming a publicly traded corporation
include, among other things, facilitating or improving the terms on which
additional equity financing may be obtained, providing liquidity for the
principals of and investors in a business, creating a means for providing
incentive stock options or similar benefits to key employees, and offering
greater flexibility in structuring acquisitions, joint ventures and the like
through the issuance of stock. Potentially available business combinations may
occur in many different industries and at various stages of development, all of
which will make the task of comparative investigation and analysis of such
business opportunities extremely difficult and complex.


7





Liquidity
and Capital Resources





As of April 30, 2009, the Company had
total current assets equal to $0.  The Company’s current liabilities
as of April 30, 2009 totaled $30,965 comprised exclusively of accounts payable
and accrued liabilities.  The Company can provide no assurance that it
can continue to satisfy its cash requirements for at least the next twelve
months.





The following is a summary of the
Company's cash flows provided by (used in) operating, investing, and financing
activities for the year ended April 30, 2009 and for the cumulative period from
May 2, 2008 (Inception) to April 30, 2009.




For the Year
                    Ended
                    April 30,2009
                  
                  
                  For the
                    Cumulative
                    Period from
                    May 2, 2008
                    (Inception) to
                    April 30, 2009Net
      Cash (Used in) Operating Activities
                  
                  $
                  (19,575
                  )
                  
                  $
                  (19,575
                  )Net
      Cash (Used in) Investing Activities
                  
                  $
                  22,575
                  
                  
                  $
                  22,575Net
      Cash Provided by Financing Activities
                  
                  $
                  3,000
                  
                  
                  $
                  3,000Net
      Increase (Decrease) in Cash
                  
                  $
                  0
                  
                  
                  $
                  0





The
Company has nominal assets and has generated no revenues since inception. The
Company is also dependent upon the receipt of capital investment or other
financing to fund its ongoing operations and to execute its business plan of
seeking a combination with a private operating company. In addition, the Company
is dependent upon certain related parties to provide continued funding and
capital resources. If continued funding and capital resources are unavailable at
reasonable terms, the Company may not be able to implement its plan of
operations.





Results
of Operations





The
Company has not conducted any active operations since inception, except for its
efforts to locate suitable acquisition candidates. No revenue has been
generated by the Company from May 2, 2008 (Inception) to April 30,
2009.  It is unlikely the Company will have any revenues unless it is
able to effect an acquisition or merger with an operating company, of which
there can be no assurance.  It is management's assertion that these
circumstances may hinder the Company's ability to continue as a going
concern.  The Company’s plan of operation for the next twelve months shall
be to continue its efforts to locate suitable acquisition
candidates.





For the fiscal year ended April 30,
2009 the Company had a net loss of $15,905 comprised exclusively of legal,
accounting, audit, and other professional service fees incurred in relation to
the formation of the Company, the filing of the Company’s Registration Statement
on Form 10 in October of 2008 and Quarterly Reports on Form 10-Q for the periods
ended July 31, 2008 and October 31, 2008 in January of 2009 and Form 10-Q for
the period ended January 31, 2009 in April of 2009.





For the
period from May 2, 2008 (Inception) to April 30, 2009, the Company had a net
loss of


$15,905
comprised exclusively of legal, accounting, audit, and other professional
service fees incurred in relation to the formation of the Company, the filing of
the Company’s Registration Statement on Form 10 October of 2008 and Quarterly
Reports on Form 10-Q for the periods ended July 31, 2008 and October 31, 2008 in
January of 2009 and Form 10-Q for the period ended January 31, 2009 in April of
2009.





8


Off-Balance
Sheet Arrangements





The Company does not have any
off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on the Company’s financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to
investors.





Contractual
Obligations





As a “smaller reporting company” as
defined by Item 10 of Regulation S-K, the Company is not required to provide
this information.





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





As a “smaller reporting company” as
defined by Item 10 of Regulation S-K, the Company is not required to provide
this information.





Item 8.  FinancialStatements and Supplementary Data.





Audited financial statements begin on
the following page of this report.


9


SK SHASTA
ACQUISITION CORP. 3


(A
Development Stage Company)




INDEX
TO FINANCIAL STATEMENTS





For
      the year period Ended April 30, 2009
                          PageReport
      of Independent Registered Certified Public Accounting Firm
                          F-2Balance
      Sheets as of April 30, 2009
                          F-3Statements
      of Operations for the year ended April 30, 2009
                          F-4Statements
      of Cash Flows for the year ended and April 30, 2009
                          F-5Statements
      of Stockholders’ Equity (Deficit) for the period ended April 30,
      2009
                          F-6Notes
      to Financial Statements
                          F-7


F-1





THOMAS J.
HARRIS


CERTIFIED
PUBLIC ACCOUNTANT


3901
STONE WAY N., SUITE 202


SEATTLE,
WA  98103


206.547.6050





REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





Board of
Directors


SK SHASTA
ACQUISITION CORP. 3


Vancouver,
B.C., Canada





We have
audited the balance sheets of SK SHASTA ACQUISITION CORP. 3 a development stage
company, as at APRIL 30, 2009, the statements of earnings and deficit,
stockholders’ deficiency and cash flows for the period from inception May 2,
2008 to APRIL 30, 2009. Theses financial statements are the responsibility of
the company’s management. Our responsibility is to express an opinion on these
financial statements based on our audit.





I
conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that I plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  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.  I believe that my audit provides a reasonable basis for
my opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of SK SHASTA ACQUISITION CORP. 3 a
development stage company, as of April 30, 2009 and the results of its
operations and its cash flows for the period then ended in conformity with
generally accepted accounting principles accepted in the United States of
America.




The
accompanying financial statements have been prepared assuming that the company
will continue as a going concern.  As discussed in Note 2, the
company’s significant operating losses, working capital deficiency and need for
new capital raise substantial doubt about its ability to continue as a going
concern. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.











Thomas J
Harris, CPA


July 9,
2009


F-2





SK
Shasta Acquisition Corp. 3


A
Development Stage Company


Consolidated
Balance Sheets


As
of April 30, 2009


(Stated
in United States Dollars)





April
      302009$ASSETSCurrent
      AssetsCash
                              
                              
                              -0-Total
      Current Assets
                              
                              
                              -0-Long
      term AssetsOrganizational
      costs, net of amortization
                              
                              
                              18,060Total
      Assets
                              
                              
                              18,060LIABILITIES AND STOCKHOLDERS’ EQUITYCurrent
      LiabilitiesAccounts
      payable and accrued liabilities
                              
                              
                              30,965Total
      current liabilities
                              
                              
                              30,965Total
      Liabilities
                              
                              
                              30,965STOCKHOLDERS’ EQUITYCommon
      stock, $0.0001 par value, 100,000,000 shares authorized: 30,000,000 shares
      issued and outstanding (note 3)
                              
                              
                              3,000Accumulated
      deficit in the exploration state (May 2, 2008 to April 30,
      2009)
                              
                              
                              (15,905
                              )Total
      stockholders’ equity
                              
                              
                              (12,905
                              )Total
      liabilities and stockholders’ equity
                              
                              
                              18,060





See notes
to financial statements


F-3





SK
Shasta Acquisition Corp.  2


A
Development Stage Company


Consolidated
Statement of Operations


From
inception on May 2, 2008 to April 30, 2009


(Stated in United
States Dollars)




For
      the
                                                                                yearended
                                                                              
                                                                              
                                                                              From
                                                                                inception
                                                                                May
      2,
                                                                                2008
                                                                                throughApril 30
                                                                              
                                                                              
                                                                              April
      302009
                                                                              
                                                                              
                                                                              2009$REVENUE
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              -0-
                                                                              
                                                                              
                                                                              
                                                                              -0-ExpensesOffice,
      postage and filing fees
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              11,390
                                                                              
                                                                              
                                                                              
                                                                              11,390Amortization of organizational
      costs
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              4,515
                                                                              
                                                                              
                                                                              
                                                                              4,515Loss for the
      period
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              (15,905
                                                                              )
                                                                              
                                                                              
                                                                              (15,905
                                                                              )Other Revenues
      and ExpensesLoss for the
      period
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              (15,905
                                                                              )
                                                                              
                                                                              
                                                                              (15,905
                                                                              )Deficit –
      beginning of the period
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              -0-
                                                                              
                                                                              
                                                                              
                                                                              -0-Deficit – end
      of period
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              (15,905
                                                                              )
                                                                              
                                                                              
                                                                              (15,905
                                                                              )Loss per shares – basic and
      diluted
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              (0.01
                                                                              )Weighted Average Number of Shares
      Outstanding
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              30,000,000




See notes
to financial statements


F-4





SK
Shasta Acquisition Corp. 3


Consolidated
Statement of Cash Flows


From
May 2, 2008 to April 30, 2009


(Stated
in United States Dollars)





Year Ending
                                              April 30
                                              2009
                                            
                                            
                                            From
                                              inception
                                              May
      2, 2008
                                              through
                                              April
                                              30,2009$
                                            
                                            
                                            $Cash
      flows from operating activitiesLoss
      for the period
                                            
                                            
                                            (15,905
                                            )
                                            
                                            
                                            (15,905
                                            )Non cash expense-amortization
                                            
                                            
                                            4,515
                                            
                                            
                                            
                                            4,515Changes
      in:Accounts
      payable and accrued liabilities
                                            
                                            
                                            30,965
                                            
                                            
                                            
                                            30,965Net
      cash used in operating activities
                                            
                                            
                                            (19,575
                                            )
                                            
                                            
                                            (19,575
                                            )Cash
      flows from investing activitiesOrganizational
      costs
                                            
                                            
                                            22,575
                                            
                                            
                                            
                                            22,575Cash
      used in investing activities
                                            
                                            
                                            22,575
                                            
                                            
                                            
                                            22,575Cash
      flows from financing activitiesShare
      capital issued
                                            
                                            
                                            3,000
                                            
                                            
                                            
                                            3,000Net
      cash received from financing activities
                                            
                                            
                                            3,000
                                            
                                            
                                            
                                            3,000Net
      increase in cash
                                            
                                            
                                            -0-Cash
      – beginning of period
                                            
                                            
                                            -0-Cash
      – end of period
                                            
                                            
                                            -0-





See notes
to financial statements


F-5


SK
Shasta Acquisition Corp. 3


A
Developmental Stage Company


Consolidated
Statements of Stockholders’ Equity


From
inception on May 2, 2008 to April 30, 2009


(Stated
in United States Dollars)





Common StockShares
                        
                        
                        Amount
                        
                        
                        Accumulated
                          Deficit
                          During
                          Development
                          Stage
                        
                        
                        Total
                          Equity
                          (Deficit)$
                        
                        
                        $
                        
                        
                        $Balance
      at inception May 2, 2008
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Common
      shares issued for cash
                        
                        
                        30,000,000
                        
                        
                        
                        3,000
                        
                        
                        
                        -
                        
                        
                        
                        3,000Cumulative
      Net (Loss)
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (15,905
                        )
                        
                        
                        (15,905
                        )Balance,
      April 30, 2009
                        
                        
                        30,000,000
                        
                        
                        
                        3,000
                        
                        
                        
                        (15,905
                        )
                        
                        
                        (12,905
                        )





See notes
to financial statements


F-6





SK
Shasta Acquisition Corp. 3


Notes
to Financial Statements


April
30, 2009


(Stated
in United States Dollars)





1.
            Nature of
      Operations





a)      Organization





SK Shasta
Acquisition Corp. 3 (the “Company”) was incorporated under the laws of the State
of Delaware on May 2, 2008 and it was formed to be shell company as defined by
the rules and regulations of the United States Securities Exchange Commission.
The Company’s fiscal year end is April 30.





b)      Going
Concern





The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. The Company’s financial statements are prepared
using 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.





As shown
in the accompanying financial statements, the Company has incurred a net loss of
$15,905 for the period from May 2, 2008 (inception) to April 30, 2009 and has
had no revenues. The future of the Company is dependent upon its ability to
obtain financing and upon future profitable operations from the development of
acquisitions. Management has plans to seek additional capital through a private
placement and public offering of its common stock. The financial statements do
not include any adjustments relating to the recoverability and classification of
recorded assets, or the amounts of and classification of liabilities that might
be necessary in the event the Company cannot continue in existence. The
accompanying financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.





2.
            Significant
      Accounting Policies





a)
            Basis of
      Accounting





These
financial statements are prepared in accordance with generally accepted
accounting principles (“GAAP”) in United States. The Company has elected an
April year-end. Summarized below are those policies considered particularly
significant to the Company.





b)
            Use of
      Estimates





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





c)
            Financial
      Instruments and Financial
Risk





The
Company’s financial instruments consists of cash, prepaid expenses, investments,
accounts payable and accrued liabilities, the fair values of which approximate
their carrying amounts due to the short-term nature of these
instruments.





d)
            Cash





For the
purposes of the statement of cash flows, the company considers all funds held in
its bank accounts and funds held in trust by third parties as cash.





F-7





SK
Shasta Acquisition Corp. 3


Notes
to Financial Statements


April
30, 2009


(Stated
in United States Dollars)





2.
            Significant
      Accounting Policies
-Continued





e)
            Intangible
      Asset





The
Company’s unique assets held under several patents have been developed at
considerable costs over a period of time and management has used its best
efforts to estimate those costs.





f)
            Loss per
      Share





Basic
loss per share is computed by dividing loss attributable to common shareholders
by the weighted average number of common shares outstanding during the period.
Fully diluted loss per share is not disclosed as it is
anti-dilutive.





g)
              Management’s
      Estimates





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





h)
            Share
      Capital





Share
capital issued for non-monetary consideration is recorded at an amount based
upon fair market value as estimated by management.





i)
            Comprehensive
      Income





The
Company applies Statement of Financial Accounting Standards No. 130 Reporting
Comprehensive Income (SFAS No. 130). Comprehensive income is defined as the
change in equity of a business enterprise during a period from transactions and
other events and circumstances from non owner sources. It includes all changes
in equity during a period except from those resulting from investments by owners
and distributions to owners.





j)
            Income
      taxes





Deferred
Income taxes are provided for temporary differences between the financial
reporting and tax basis of assets and liabilities using enacted tax laws and
rates for the years when the differences are expected to reverse.





k)
            Stock based
      compensation





The
Company accounts for stock-based compensation in accordance with SFAS No. 123
for “Accounting for stock-based compensation” and related interpretations. The
company currently has no stock options outstanding.





l)
            Asset
      retirementobligations





Asset
retirement obligations requires recognition of a legal liability for obligations
relating to retirement of property, plant and equipment, and arising from the
acquisition, construction, development, or normal operation of those assets.
Such asset retirement cost, must be recognized at fair value, when a reasonable
estimate of fair value can be estimated, in the period in which it is incurred,
added to the carrying value of the asset, and amortized into income on a
systematic basis over its useful life.




As at
April 30, 2009, the Company does not have any asset retirement
obligations.





F-8




SK
Shasta Acquisition Corp. 3


Notes
to Financial Statements


April
30, 2009


(Stated
in United States Dollars)





3.
            Share
    Capital





a)
            Details of share capital are as
      follows:


Authorized:
100,000,000 common shares with $0.0001 par value


Number ofShares
                                  
                                  
                                  Amount$Issued:Balance
      - inception May 2, 2008
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Common
      Shares issued
                                  
                                  
                                  30,000,000
                                  
                                  
                                  $
                                  3,000Balance
      – April 30, 2009
                                  
                                  
                                  30,000,000
                                  
                                  
                                  $
                                  3,000


4.
            Income
      Taxes





A
reconciliation of income taxes at statutory rates is as follows:





2008$Net
      loss for the year
                                      
                                      
                                      (15,905
                                      )Total
      income taxes
                                      
                                      
                                      -





The
Company has non-capital losses of approximately $15,918, which are available to
reduce future taxable income in the United Sates and which expire in 2023. The
Company has not recognized any future benefit for these tax losses and resource
deductions, as it is not considered likely that they will be
utilized.


Income Tax Operating
                                        Loss Carry ForwardAmount
                                      
                                      Expiry Date2008
                                      
                                      $
                                      15,905
                                      
                                      2023Total income tax operating loss
      carry forward
                                      
                                      $
                                      15,905





5.
Subsequent Events





In
addition to items disclosed elsewhere in these notes, the following occurred
during the period subsequent to April 30, 2009





·
            None


F-9


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





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





Item
9A(T). Controls and Procedures.





Evaluation of Disclosure
Controls and Procedures





The
Company’s management is responsible for establishing and maintaining a system of
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Exchange Act) that is designed to ensure that information required to
be disclosed by the Company in the reports that the Company files or submits
under the Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in the Commission’s rules and
forms.  Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by an issuer in the reports that it files or submits under the
Exchange Act is accumulated and communicated to the issuer’s management,
including its principal executive officer or officers and principal financial
officer or officers, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.





In
accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was
completed under the supervision and with the participation of the Company’s
management, including the Company’s President, Principal Financial Officer and
Secretary, of the effectiveness of the design and operation of the Company’s
disclosure controls and procedures as of the end of the period covered by this
Annual Report.  Based on that evaluation, the Company’s management
including the President, Principal Financial Officer and Secretary, concluded
that the Company’s disclosure controls and procedures were effective in
providing reasonable assurance that information required to be disclosed in the
Company’s reports filed or submitted under the Exchange Act was recorded,
processed, summarized, and reported within the time periods specified in the
Commission’s rules and forms.





Evaluation of Internal
Controls and Procedures





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.





Changes in Internal Controls
over Financial Reporting





There
have been no significant changes to the Company’s internal controls over
financial reporting that occurred during our last fiscal quarter of the year
ended April 30, 2009, that materially affected, or were reasonably likely to
materially affect, our internal controls over financial reporting.





Item
9B. Other Information.





None.





PART
III





Item
10. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act.





(a)  Identification
of Directors and Executive Officers.  The following table sets forth
certain information regarding the Company’s directors and executive
officers:




10




Name
                
                Age
                
                PositionKurt
      Pichler
                
                31
                
                President,
      Secretary and Director





The
Company’s officers and directors are elected annually for a one year term or
until their respective successors are duly elected and qualifiedor until
their earlier resignation or removal.





Kurt Pichler, the Company's
President, Secretary and sole Director, is currently the President and sole
owner of Sierra Knight Financial Group and has served in this capacity since
August 2007.  Before that Mr. Pichler was the manager of business
development for Yaletown Development Corporation from June of 2006. Since July
of 2003, when he returned from studying at ZhongShang University in GuangZhou
China, Kurt was self employed and contracted to source and imported product from
the East. Mr. Pichler earned his Diploma in International Trade and
Transportation from British Columbia Institute of Technology in
2001.





Additionally,
Mr. Pichler currently serves as director of SK Shasta Acquisition Corp. 3, SK
Shasta Acquisition Corp. 3 and SK Shasta Acquisition Corp. 4 all of which are
publicly-reporting, blank check and non-trading shell companies





(b)  Significant
Employees.





As of the date hereof, the Company has
no significant employees.





(c)  Family
Relationships.





There are no family relationships among
directors, executive officers, or persons nominated or chosen by the issuer to
become directors or executive officers.




(d)   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,
executive officer, promoter or control person of Registrant during the past five
years.




Compliance
with Section 16(a) of the Exchange Act





Section 16(a)
of the Exchange Act requires the Company’s directors and officers, and persons
who beneficially own more than 10% of a registered class of the Company’s equity
securities, to file reports of beneficial ownership and changes in beneficial
ownership of the Company’s securities with the SEC on Forms 3, 4 and 5.
Officers, directors and greater than 10% stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms
they file.




Based solely on the Company’s review of
the copies of the forms received by it during the fiscal year ended April 30,
2009 and written representations that no other reports were required, the
Company believes that no person who, at any time during such fiscal year, was a
director, officer or beneficial owner of more than 10% of the Company’s common
stock failed to comply with all Section 16(a) filing requirements during
such fiscal years.




Code
of Ethics




We have
not adopted a Code of Business Conduct and Ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions in that our officers and
directors serve in these capacities.





11




Nominating
Committee





We have not adopted any procedures by
which security holders may recommend nominees to our Board of
Directors.





Audit
Committee





The Board of Directors acts as the
audit committee. The Company does not have a qualified financial expert at this
time because it has not been able to hire a qualified candidate. Further, the
Company believes that it has inadequate financial resources at this time to hire
such an expert.  The Company intends to continue to search for a
qualified individual for hire.





Item
11. Executive Compensation.





The
following table sets forth the cash and other compensation paid by the Company
to its President and all other executive officers who earned annual compensation
exceeding $100,000 for services rendered during the fiscal year ended April 30,
2009.  The Company was not incorporated until May of
2008.





Name and Position
                            
                            Year
                            
                            Cash Compensation
                            
                            Other CompensationKurt
      Pichler, President, Secretary and Director
                            
                            2009
                            
                            None
                            
                            None





Director
Compensation





We do not currently pay any cash fees
to our directors, nor do we pay directors’ expenses in attending board
meetings.





Employment
Agreements





The
Company is not a party to any employment agreements.





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





(a)           The following tables set forth certain
information as of July 21, 2009, regarding (i) each person known by the Company
to be the beneficial owner of more than 5% of the outstanding shares of Common
Stock, (ii) each director, nominee and executive officer of the Company and
(iii) all officers and directors as a group.





Amount and Nature of
                                  
                                  
                                  PercentageName and Address
                                  
                                  Beneficial Ownership
                                  
                                  
                                  of ClassKurt
      Pichler (1)
                                  
                                  
                                  30,000,000
                                  (2)
                                  
                                  
                                  100
                                  %c/o
      Sierra Knight Financial Group Inc.P.O.
      Box 4226 STN MainVancouver,
      B.C. V6B 3Z7Sierra
      Knight Financial Group Inc. (3)
                                  
                                  
                                  30,000,000
                                  
                                  
                                  
                                  100
                                  %P.O.
      Box 4226 STN MainVancouver,
      B.C. V6B 3Z7All
      Officers and
                                  
                                  
                                  30,000,000
                                  
                                  
                                  
                                  100
                                  %Directors
      as a group(1
      individuals)




12





(1)
            Kurt
      Pichler serves as President, Secretary and sole director of the
      Company.


(2)
            Represents
      the shares of Common Stock owned of record by Sierra Knight Financial
      Group Inc. (“Sierra Knight”), which is currently controlled and managed by
      Kurt Pichler, the President, Secretary and sole director of the
      Company.  Mr. Pichler has sole voting and investment control
      over the shares of Common Stock owned by Sierra Knight and therefore may
      be deemed the beneficial owner
thereof.


(3)
            Sierra
      Knight Financial Group Inc. is currently controlled and managed by Kurt
      Pichler, the President, Secretary and sole director of the
      Company.





(b)
            The
      Company currently has not authorized any compensation plans or individual
      compensation arrangements.





Item
13. Certain Relationships and Related Transactions.





Except as
otherwise indicated herein, there have been no related party transactions, or
any other transactions or relationships required to be disclosed pursuant to
Item 404 of Regulation S-K.





Item
14.  Principal Accounting Fees and Services





Thomas
J. Harris, CPA (“TJH”) is the Company's independent registered public accounting
firm.





Audit
Fees





The
aggregate fees billed by TJH for professional services rendered for the audit of
our annual financial statements and review of financial statements included in
our quarterly reports on Form 10-Q or services that are normally provided in
connection with statutory and regulatory filings were approximately
$3,125.00for the
fiscal year ended April 30, 2009.  The Company was not incorporated
until May of 2008 and so did not incur any audit fees during the fiscal year
ended April 30, 2008.





Audit-Related
Fees





There
were no feesbilled
by TJHfor assurance and
related services that are reasonably related to the performance of the audit or
review of the Company’s financial statements for the fiscal year ended April 30,
2009.  The Company was not incorporated until May of 2008 and so did
not incur any audit related fees during the fiscal year ended April 30,
2008.





Tax
Fees





There
were no fees billed by TJHfor professional services for tax compliance, tax advice, and tax
planning for the fiscal year ended April 30, 2009.  The Company was
not incorporated until May of 2008 and so did not incur any tax fees during the
fiscal year ended April 30, 2008.





All
Other Fees





There
were no fees billed by TJH for other products and services for the fiscal year
ended April 30, 2009.  The Company was not incorporated until May of
2008 and so did not incur any fees for other products and services fees during
the fiscal year ended April 30, 2008.





13




Audit
Committee’s Pre-Approval Process





The Board of Directors acts as
the audit committee of the Company, and accordingly, all services are approved
by all the members of the Board of Directors.




Part
IV





Item
15. Exhibits, Financial Statement Schedules





(a)  We
set forth below a list of our audited financial statements included in Item 8 of
this annual report on Form 10-K.





Statement
                    
                    Page*Index
      to Financial Statements
                    
                    F-1Report
      of Independent Registered Public Accounting Firm
                    
                    F-2Balance
      Sheets
                    
                    F-3Statement
      of Operations
                    
                    F-4Statement
      of Changes in Stockholder’s Equity (Deficit)
                    
                    F-5Statement
      of Cash Flows
                    
                    F-6Notes
      to Financial Statements
                    
                    F-7





*Page F-1
follows page 10 to this annual report on Form 10-K.





(b) Index
to Exhibits required by Item 601 of Regulation S-K.





Exhibit
                          
                          Description*3.1
                          
                          Certificate
      of Incorporation*3.2
                          
                          By-laws31.1
                          
                          Certification
      of the Company’s Principal Executive Officer pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual
      Report on Form 10-K for the year ended April 30, 200931.2
                          
                          Certification
      of the Company’s Principal Financial Officer pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual
      Report on Form 10-K for the year ended April 30, 200932.1
                          
                          Certification
      of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of
      200232.1
                          
                          Certification
      of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of
      2002





*
            Filed
      as an exhibit to the Company's registration statement on Form 10, as filed
      with the SEC on October 10, 2008, and incorporated herein by this
      reference.


14





SIGNATURES





In accordance with Section 13 or 15(d)
of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.





SK
      SHASTA ACQUISITION CORP. 3Dated:
      July 21, 2009
                    
                    By:
                    /s/
      Kurt PichlerKurt
      PichlerPresident
      and DirectorPrincipal
      Executive OfficerPrincipal
      Financial OfficerPrincipal
      Accounting
Officer





In accordance with Section 13 or 15(d)
of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.





Title
                Date/s/  Kurt Pichler
                
                President,
      Secretary and
                July
      21, 2009Kurt
      Pichler
                
                Director


15