UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington, D.C.
20549









(Mark
      One)þ
              
              ANNUAL
      REPORT PURSUANT TO SECTION 13 OR SECTION 15(d) OFTHE
      SECURITIES EXCHANGE ACT OF 1934For
      the fiscal year ended December 31, 2008ORo
              
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE
      SECURITIES EXCHANGE ACT OF 1934For
      the transition period from to





Commission
file number:  0-53347


Alchemical Capital
Corp.


(Exact
name of registrant as specified in its charter)




Florida
                    
                    26-2814324(State
      or other jurisdiction of
                      incorporation
      or organization)
                    
                    (I.R.S.
      Employer
                      Identification
      No.)




1560
Calais Drive


Miami,
Florida  33141


(Address
of principal executive offices) (Zip Code)





Registrant’s
telephone number, including area code:
(831) 325-4194





Securities
registered under Section 12(b) of the Exchange Act:  None





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





Common Stock, no par
value


(Title of
Class)





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




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes o  No þ





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  þ  No o




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K 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.  o







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
definitions of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.  (Check
one):





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





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




There
were no shares of the registrant’s Common Stock held by non-affiliates on March
31, 2009.  On March 31, 2009, there were 3,000,000 shares of the
registrant’s Common Stock issued and outstanding and held by two (2)
shareholders deemed to be affiliates of the registrant within the meaning of
Rule 12b-2 under the Exchange Act .




-1-


Alchemical
Capital Corp.




FORM
10-K




For The
Fiscal Year Ended December 31, 2008




INDEX




PART
      IItem 1.
              Business
              
              3Item 1A.
              Risk
      Factors
              
              12Item 1B.
              Unresolved Staff
      Comments
              
              12Item 2.
              Properties
              
              12Item 3.
              Legal
      Proceedings
              
              12Item 4.
              Submission of
      Matters to a Vote of Security Holders
              
              12PART
      IIItem 5.
              Market for
      Registrant’s Common Equity, Related Stockholder Matters, and Issuer
      Purchases of Equity Securities
              
              13Item 6.
              Selected Financial
      Data
              
              13Item 7.
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
              
              15Item 7A.
              Quantitative and
      Qualitative Disclosures about Market Risk
              
              21Item 8.
              Financial
      Statements and Supplementary Data
              
              22Item 9.
              Changes in and
      Disagreements with Accountants on Accounting and Financial
      Disclosure
              
              30Item 9A.
              Controls and
      Procedures
              
              31Item 9B.
              Other
      Information
              
              31PART
      IIIItem 10.
              Directors,
      Executive Officers and Corporate Governance
              
              32Item 11.
              Executive
      Compensation
              
              33Item 12.
              Security Ownership
      of Certain Beneficial Owners and Management and Related Stockholder
      Matters
              
              34Item 13.
              Certain
      Relationships and Related Transactions, and Director
      Independence
              
              35Item 14.
              Principal
      Accounting Fees and Services
              
              36PART
      IVItem 15.
              Exhibits and
      Financial Statement Schedules
              
              37Signatures
              
              38




-2-


Explanatory
Notes







In this
Annual Report on Form 10-K, Alchemical Capital Corp. is sometimes referred
to as the “Company”, “we”, “our” or “us” and U.S. Securities and Exchange
Commission is sometimes referred to as the “SEC”.


PART
I





Item
1.  Business.





General





Alchemical
Capital Corp. was incorporated under the laws of the State of Florida on June
16, 2008. We are a developmental stage company and have no revenues to
date.  Since inception, our activities have been limited to actions
related to our organization and the preparation of a registration statement on
Form 10 (the “Registration Statement”).  We are a “shell” company
conducting no business operations, other than our efforts to seek merger
partners or acquisition candidates. We have no full-time employees and neither
own nor lease any real estate nor vehicles.





We were
created to effect a merger, exchange of capital stock, asset acquisition or
other similar business combination (a “Business Combination”) with an operating
or development stage business (the “Target Business”) which desires to utilize
our status as a reporting corporation under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). We are authorized to issue 100,000,000 shares
of common stock, no par value (the “Common Stock”), pursuant to the Articles of
Incorporation of the Company, of which 3,000,000 shares are currently issued and
outstanding. We have a shareholder base consisting of only two (2) shareholders.
None of the shares of Common Stock issued to such shareholders have been
registered under the Securities Act of 1933, as amended (the “Securities Act”).
See “Description of Securities”.  Pursuant to a resolution of our
board of directors, we will not enter into any Business Combination until the
Target Business has obtained the requisite audited financial statements required
to be included in a report on Form 8-K to be filed by us with the Securities and
Exchange Commission pursuant to the requirements of Form 8-K and the Exchange
Act and the applicable rules and regulations thereunder.





We intend
to seek potential business opportunities and effectuate a Business Combination
with a Target Business with growth potential which, in the opinion of our sole
officer and director, could provide a return on investment to our sole
shareholder in the form of cash compensation and/or the potential for capital
appreciation in the form of continuing equity ownership. Our efforts in
identifying prospective Target Businesses are expected to include businesses in
the United States and abroad. While we may, under certain circumstances, seek to
effect Business Combinations with more than one Target Business, as a result of
our limited resources, we will, in all likelihood, have the ability to effect
only a single Business Combination. We may effect a Business Combination with a
Target Business which may be financially unstable or in its early stages of
development or growth. We will not restrict our search to any specific business,
industry or geographical location, and we may participate in a business venture
of virtually any kind or nature. Our sole officer and director may become
involved in management of the Target Business and/or may hire qualified but as
yet unidentified individuals to manage such Target Business. There are no
acquisitions, business combinations, or mergers pending or which have occurred
involving the Company. Presently, we have no plans, proposals, agreements,
understandings or arrangements of any kind or nature whatsoever to acquire or
merge with any specific business or company, and we have not identified any
specific business or company for investigation and evaluation.


-3-





Our
discussion of the proposed business under this caption and throughout this
Registration Statement is purposefully general and is not meant to restrict our
virtually unlimited discretion to search for and enter into potential business
opportunities.





“Shell”
Corporation





Background





We have
conducted no business operations to date and expect to conduct none in the
future, other than our efforts to effectuate a Business Combination. We,
therefore, can be characterized as a shell company under Rule 12b-2 under the
Exchange Act.  As a shell company, we face risks inherent in the
investigation, acquisition, or involvement in a new business opportunity.
Further, as a “development stage” or “start-up” company, we face all of the
unforeseen costs, expenses, problems, and difficulties related to such
companies, including whether we will continue to be a going concern entity for
the foreseeable future. We are dependent upon the efforts of our sole officer
and director to effectuate a Business Combination.  Assuming our sole
officer and director is successful in identifying a Business Combination, it is
unlikely our sole shareholder will have an opportunity to evaluate the specific
merits or risks of any one or more Business Combinations and will have no
control over the decision-making relating to such Business
Combination.





Due to
our limited capital resources, the consummation of a Business Combination will
likely involve the acquisition of, or merger or consolidation with, a company
that may or may not need substantial additional capital, and also desires to
establish a public trading market for its shares of capital stock, while
avoiding what it might deem to be the adverse consequences of undertaking a
public offering itself, such as the time delays and significant expenses
incurred to comply with the various Federal and state securities laws that
regulate initial public offerings. A Target Business might desire, among other
reasons, to





·
            create
      a public market for shares of capital stock in order to enhance liquidity
      for shareholders,





·
            facilitate
      raising capital through the private into public sale of securities,
      commonly referred to as a “PIPE”
transaction,





·
            facilitate
      raising capital through the public sale of securities of which the
      existence of a public market for such securities may exist,
      and/or





·
            acquire
      additional assets through the issuance of securities rather than for
      cash





No
trading market in our securities presently exists and we have no plans on
registering any securities under the Securities Act or state blue sky laws for
the foreseeable future. In light of the restrictions concerning shell companies
contained in many state blue sky laws and the regulations thereunder, it is not
likely that a trading market will be created in our securities until such time
as a Business Combination occurs with a Target Business. No assurances are given
that subsequent to such a Business Combination that a trading market in our
securities will develop, or, if such a trading market is developed, that it can
be maintained with liquidity. We presently have 100,000,000 shares of Common
Stock authorized, of which 3,000,000 are currently issued and outstanding. None
of these outstanding shares have been registered under the Securities Act, and
all of which are deemed to be “restricted securities”, as that term is defined
under Rule 144 promulgated under the Securities Act, because such shares were
issued in a private placement transaction to one “accredited investor” not
involving a public offering. These shares cannot be resold under Rule 144 but
must be registered under the Securities Act. As of the date hereof, we have not
provided to any shareholder registration rights to register under the Securities
Act any shares of Common Stock of the Company.  See “Market Price of
and Dividends on the Registrant's Common Equity and Related Shareholder
Matters”.


-4-





We cannot
estimate the time that it will take to effectuate a Business Combination. It
could be time consuming; possibly in excess of many months or
years.  Additionally, no assurance can be made that we will be able to
effectuate a Business Combination on favorable terms, or, if such a Business
Combination can be effected at all. We might identify and effectuate a Business
Combination with a Target Business which proves to be unsuccessful for any
number of reasons, many of which are due to the fact that the Target Business is
not identified at this time. If this occurs, the Company and its sole
shareholder might not realize any type of profit.





Unspecified
Industry and Target Business





We will
seek to acquire a Target Business without limiting ourselves to a particular
industry. In seeking a Target Business, we will consider, without limitation,
businesses which





(i) offer or provide services or
develop, manufacture or distribute goods in the United States or abroad,
including, without limiting the generality of the foregoing, in the following
areas: technology; real estate; health care; health products; educational
services; environmental services; consumer-related products and services
(including amusement, entertainment, video games, gaming and/or recreational
services); personal care services; voice and data information processing; and
telecommunication equipment manufacturers or





(ii) are engaged in wholesale or
retail distribution of various products.





To date,
we have not selected any particular industry or any Target Business in which to
concentrate our Business Combination efforts. Accordingly, we are only able to
make general disclosures concerning the risks and hazards of effectuating a
Business Combination with a Target Business since there is presently no current
basis for us to evaluate the possible merits or risks of the Target Business or
the particular industry in which we may ultimately operate. Any Target Business
that is selected will be required to have audited financial statements prior to
the consummation of a Business Combination consistent with the requirements of
Form 8-K and the Exchange Act and the rules and regulations
thereunder.





To the
extent that we effect a Business Combination with a financially unstable company
or an entity in its early stage of development or growth (including entities
without established records of sales or earnings), we will become subject to
numerous risks and uncertainties inherent in the business and operations of
financially unstable and early stage or potential emerging growth companies. In
addition, to the extent that we effect a Business Combination with a Target
Business in an industry characterized by a high level of risk, we will become
subject to the currently unascertainable risks of that industry. An extremely
high level of risk frequently characterizes certain industries which experience
rapid growth. Although our sole officer and director will endeavor to evaluate
the risks inherent in a particular industry or Target Business, there can be no
assurances that we will properly ascertain or assess all significant risk
factors.





Probable
Lack of Business Diversification





As a
result of our limited resources, in all likelihood, we will have the ability to
effect only a single Business Combination. Accordingly, our prospects for
success will be entirely dependent upon the future performance of a single
business. Unlike certain entities that have the resources to consummate several
Business Combinations or entities operating in multiple industries or multiple
segments of a single industry, it is highly unlikely that we will have the
resources to diversify our operations or benefit from spreading risks or
offsetting losses. Our probable lack of diversification could subject us to
numerous economic, competitive and regulatory developments, any or all of which
may have a material adverse impact upon the particular industry in which we may
operate subsequent to consummation of a Business Combination. The prospects for
our success may become dependent upon the development or market acceptance of a
single or limited number of products, processes or services. Accordingly, there
can be no assurance that the Target Business will prove to be commercially
viable.


-5-





Limited
Ability to Evaluate Target Business’ Management





While our
ability to successfully effect a Business Combination will be dependent upon
certain key personnel, the future role of such personnel in the Target Business
cannot presently be stated with any certainty. There can be no assurance that
our sole officer and director will remain associated in any operational capacity
with us following a Business Combination. Moreover, there can be no assurances
that our sole officer and director will have any experience or knowledge
relating to the operations of the particular Target
Business.  Furthermore, although we intend to scrutinize the
management team of a prospective Target Business in connection with evaluating
the desirability of effecting a Business Combination with such Target Business,
there can be no assurances that our assessment of such management team will
prove to be correct, especially since our sole officer and director is not a
professional business analyst. See “Directors, Executive Officers, Promoters and
Control Persons”.





Accordingly,
we will be completely dependent on the ability of the management team of the
Target Business who are unidentifiable as of the date hereof. In addition, there
can be no assurances that such future management team will have the necessary
skills, qualifications or abilities to manage a public company. We may also seek
to recruit additional managers to supplement the incumbent management team of
the Target Business. There can be no assurances that we will have the ability to
recruit such additional managers, or that such additional managers will have the
requisite skill, knowledge or experience necessary or desirable to enhance the
incumbent management team.





Opportunity
for Shareholder Evaluation or Approval of Business Combinations





Our
non-affiliate shareholders, if any, will, in all likelihood, not receive nor
otherwise have the opportunity to evaluate any financial or other information
which will be made available to us in connection with selecting a potential
Business Combination until after we have entered into an agreement to effectuate
a Business Combination. Such agreement to effectuate a Business Combination,
however, will be subject to shareholder approval pursuant to applicable law. As
a result, our non-affiliate shareholders, if any, will be almost entirely
dependent on the judgment and experience of our sole officer and director and
his advisors in connection with the selection and ultimate consummation of a
Business Combination. In addition, under Florida law, the form of Business
Combination could have an impact upon the availability of dissenters' rights
(i.e., the
right to receive fair payment with respect to our Common Stock) to shareholders
disapproving the proposed Business Combination. See “Business – ‘Shell
Corporation’” “- Conflicts of Interest” and “Certain Relationships and Related
Transactions”.





Selection
of a Target Business and Structuring of a Business Combination





We
anticipate that the selection of a Target Business will be complex and risky
because of competition for such business opportunities among all segments of the
financial community. The nature of our search for the acquisition of a Target
Business will require maximum flexibility inasmuch as we will be required to
consider various factors and circumstances which may preclude meaningful direct
comparison among the various business enterprises to be investigated by
us.  Investors should recognize that the possible lack of
diversification among our acquisitions may not permit us to offset potential
losses from one venture against profits from another. We have virtually
unrestricted flexibility in identifying and selecting a prospective Target
Business. In addition, in evaluating a prospective Target Business, our sole
officer and director will consider, among other factors, the following factors
which are not listed in any particular order:




·
            financial
      condition and results of operations of the Target
  Business;





·
            growth
      potential and projected financial performance of the Target Business and
      the industry in which it operates;





·
            experience
      and skill of management and the availability of additional personnel of
      the Target Business;





·
            capital
      requirements of the Target
Business;





-6-


·
            the
      availability of a transaction exemption from the registration requirements
      of the Securities Act for any potential Business
    Combination;





·
            the
      location of the Target Business;





·
            competitive
      position of the Target Business;





·
            stage
      of development or lifecycle of the products, processes or services of the
      Target Business, if any;





·
            degree
      of current or potential market acceptance of the products, processes or
      services of the Target Business, if
any;





·
            proprietary
      features, intellectual property rights and trade secrets of the Target
      Business, if any;





·
            regulatory
      environment of the industry in which the Target Business
      operates;





·
            costs
      associated with effecting the Business Combination;
  and





·
            equity
      interest, and possible management participation, in the Target
      Business.





The
foregoing criteria are not intended to be exhaustive. Any evaluation relating to
the merits of a particular Business Combination will be based, to the extent
relevant, on the above factors as well as other objective and subjective
criteria deemed relevant by us in connection with effecting a Business
Combination consistent with our business objective. In many instances, it is
anticipated that the historical operations of a Target Business may not
necessarily be indicative of the potential for such Target Business' future
prospects.





We will
be dependent upon the owners of a Target Business to identify any such problems
which may exist and to implement, or be primarily responsible for the
implementation of, necessary changes. Because we may engage in a Business
Combination with a newly organized firm or with a firm which is entering a new
phase of growth, we will incur further risks, because in many instances,
management of the Target Business will not have proven its abilities or
effectiveness, the eventual market for the products or services of the Target
Business will likely not be established, and the Target Business may not be
profitable subsequent to a Business Combination.





Our
limited funds and the lack of full-time management will likely make it
impracticable to conduct a complete and exhaustive investigation and analysis of
a Target Business before we commit capital or other resources. Management
decisions, therefore, will likely be made without detailed feasibility studies,
independent analysis, market surveys and the like which, if we had more funds
available to us, would be desirable. We will be particularly dependent in making
decisions upon information provided by the promoters, owners, sponsors, or
others associated with the business opportunity seeking our
participation.





In
connection with our evaluation of a prospective Target Business, our sole
officer and director anticipates that it will conduct a due diligence review
which will encompass, among other things, meetings with incumbent management and
inspection of facilities, as well as review of financial or other information
which will be made available to us. The time and costs required to select and
evaluate a Target Business, including conducting a due diligence review,
negotiating relevant agreements and preparing requisite documents for filing
pursuant to applicable Federal securities laws, state blue sky laws, foreign
securities laws, if any, and corporation laws cannot presently be ascertained
with any degree of certainty. Our sole officer and director will only devote a
small portion of her time to our operations, and, accordingly, consummation of a
Business Combination may require a greater period of time than if they devoted
their full time to our affairs.


-7-





However,
our sole officer and director will devote such time as he deems reasonably
necessary, to carry out the business and affairs of the Company, including the
evaluation of potential Target Businesses and the negotiation of a Business
Combination and, as a result, the amount of time devoted to our business and
affairs may vary significantly depending upon, among other things, whether we
have identified a Target Business or are engaged in active negotiations of a
Business Combination.  Any costs incurred in connection with the
identification and evaluation of a prospective Target Business with which a
Business Combination is not ultimately consummated will result in a loss to the
Company and reduce the amount of capital available to otherwise complete a
Business Combination or for the resulting entity to utilize. In the event we
deplete our cash reserves, we might be forced to cease operations and a Business
Combination might not occur.





We
anticipate that we will locate and make contact with Target Businesses primarily
through the reputation and efforts of our sole officer and director and
representatives, who intend to meet personally with existing management and key
personnel, visit and inspect material facilities, assets, products and services
belonging to such prospects, or undertake such reasonable investigation as they
deem appropriate. Our sole officer and director and our representatives have a
network of business contacts and believe that prospective Target Businesses will
be referred to us through this network of contacts.





We also
expect that many prospective Target Businesses will be brought to our sole
officer and director's attention from various other non-affiliated sources,
including securities broker-dealers, investment bankers, venture capitalists,
bankers, and other members of the financial community.  We have
neither the present intention, nor does the present potential exist for us, to
consummate a Business Combination with a Target Business in which our sole
officer and director or her affiliates or associates, directly or indirectly,
have a pecuniary interest, although no existing corporate policies would prevent
this from occurring. Although there are no current plans to do so, we may engage
the services of professional firms that specialize in finding business
acquisitions and pay a finder’s fee or other compensation. Since we have no
current plans to utilize any outside consultants or advisors to assist in a
Business Combination, no policies have been adopted regarding use of such
consultants or advisors, the criteria to be used in selecting such consultants
or advisors, the services to be provided, the term of service, or regarding the
total amount of fees that may be paid. However, because of our limited
resources, it is likely that any such fee we agree to pay would be paid in cash
and/or shares of our Common Stock.





As a
general rule, Federal and state tax laws and regulations have a significant
impact upon the structuring of business combinations. We will evaluate the
possible tax consequences of any prospective Business Combination and will
endeavor to structure a Business Combination so as to achieve the most favorable
tax treatment for us, the Target Business and their respective
stockholders.  There can be no assurance that the Internal Revenue
Service or relevant state tax authorities will ultimately assent to our proposed
tax treatment of a particular Business Combination.





To the
extent the Internal Revenue Service or any relevant state tax authorities
ultimately prevail in recharacterizing the tax treatment of a Business
Combination, there may be adverse tax consequences to us, the Target Business
and their respective stockholders.  Tax considerations, as well as
other relevant factors, will be evaluated in determining the precise structure
of a particular Business Combination, which could be effected through various
forms of a merger, consolidation or stock or asset acquisition.





Although
we have no commitments as of the date of this registration statement to issue
any shares of Common Stock, preferred stock, options or warrants or other equity
consideration, we will, in all likelihood, issue a substantial number of
additional securities in connection with the consummation of a Business
Combination. To the extent that such additional securities are issued, dilution
to the interests of our sole shareholder will inevitably occur. Additionally, if
a substantial number of shares of Common Stock are issued in connection with the
consummation of a Business Combination, a change in our control will occur which
will also likely affect, among other things, our ability to utilize net
operating loss carry forwards, if any.





Any such
change in control will likely result in the resignation or removal of our sole
officer and director. If there is a change in the person serving as sole officer
and director, no assurance can be given as to the experience or qualifications
of our new management. Our sole officer and director considers it likely that in
order to consummate a Business Combination, a change in control will ultimately
occur; therefore, he anticipates offering not less than a controlling interest
to a Target Business in order to effectuate a Business Combination.


-8-





Our sole
officer and director may actively negotiate for or otherwise consent to the
disposition of any portion of the sole shareholder’s Common Stock as a condition
to or in connection with a Business Combination. Therefore, it is possible that
the terms of any Business Combination will provide for the sale of all or any
portion of the shares of Common Stock owned beneficially by our sole officer and
director.  It is likely that none of our other shareholders, if any,
will be afforded the right to sell their shares of Common Stock in connection
with a Business Combination pursuant to the same terms that our sole officer and
director, who is also the beneficial owner of all of our outstanding shares of
Common Stock, will be provided.





There are
currently no limitations relating to our ability to borrow funds to increase the
amount of capital available to us to effect a Business Combination or otherwise
finance the operations of the Target Business. However, our limited resources
and lack of operating history could make it difficult for us to borrow funds
from other sources. The amount and nature of any borrowings by us will depend on
numerous considerations, including our capital requirements, potential lenders'
evaluation of our ability to meet debt service on borrowings and the then
prevailing conditions in the financial markets, as well as general economic
conditions. We do not have any arrangements with any bank or financial
institution to secure additional financing and there can be no assurance that
such arrangements, if required or otherwise sought, would be available on terms
commercially acceptable or otherwise in our best interests. Our inability to
borrow funds required to effect or facilitate a Business Combination, or to
provide funds for an additional infusion of capital into a Target Business, may
have a material adverse effect on our financial condition and future prospects,
including the ability to effect a Business Combination. To the extent that debt
financing ultimately proves to be available, any borrowings may subject us to
various risks traditionally associated with indebtedness, including the risks of
interest rate fluctuations and insufficiency of cash flow to pay principal and
interest. Furthermore, a Target Business may have already incurred liabilities
in connection with a debt financing and, therefore, all the risks inherent
thereto.





If our
securities are issued as part of an acquisition, such securities are required to
be issued either in reliance upon an exemption from registration under
applicable Federal or state securities laws or registered for public
distribution. We intend to primarily target only those companies where an
exemption from registration would be available; however, since the structure of
the Business Combination has yet to be determined, no assurances can be made
that we will be able to rely on such exemptions. Registration of securities
typically requires significant costs and time delays are typically
encountered.  In addition, the issuance of additional securities and
their potential sale in any trading market which might develop in our Common
Stock, of which there is presently no trading market and no assurances can be
given that one will develop, could depress the price of our Common Stock in any
market which may develop in our Common Stock. Further, such issuance of
additional securities would result in a decrease in the percentage ownership of
our sole shareholder.





Due to
our small size and limited amount of capital, our ability to raise additional
capital, if and when needed, could be constrained. Until such time as any
enterprise, product or service which we acquire generates revenues sufficient to
cover operating costs, it is conceivable that we could find ourselves in a
situation where we need additional funds in order to continue our operations.
This need could arise at a time when we are unable to borrow funds and when
market acceptance for the sale of additional shares of our Common Stock does not
exist. See “Management’s Discussion and Analysis or Plan of
Operation”.





Conflicts
of Interest





Our sole
officer and director is not required to commit his full time to our affairs and,
accordingly, such person may have a conflict of interest in allocating
management time among various business activities. Our sole officer and director
may engage in other business activities similar and dissimilar to those we are
engaged in with any limitations or restrictions applicable to such activities.
To the extent that such persons engage in such other activities, they will have
possible conflicts of interest in diverting opportunities to other companies,
entities or persons with which they are or may be associated or have an
interest, rather than diverting such opportunities to us. As no policy has been
established for the resolution of such a conflict, we could be adversely
affected should our sole officer and director choose to place her other business
interests before ours. No assurance can be given that such potential conflicts
of interest will not cause us to lose potential opportunities. Our sole officer
and director may become aware of investment and business opportunities which may
be appropriate for presentation to us as well as the other entities with which
they are affiliated. Our sole officer and director may have conflicts of
interest in determining which entity a particular business opportunity should be
presented. Accordingly, as a result of multiple business affiliations, our sole
officer and director may have similar legal obligations relating to presenting
certain business opportunities to multiple entities. In addition, conflicts of
interest may arise in connection with evaluations of a particular business
opportunity by the board of directors with respect to the foregoing criteria.
There can be no assurances that any of the foregoing conflicts will be resolved
in our favor. We may also consider Business Combinations with entities owned or
controlled by persons other than those persons described above. There can be no
assurances that any of the foregoing conflicts will be resolved in our
favor.


-9-





Our sole
officer and director may actively negotiate for or otherwise consent to the
disposition of all or any portion of the shares of Common Stock held by the
majority shareholder, as a condition to, or in connection, with a Business
Combination. Therefore, it is possible that the terms of any Business
Combination will provide for the sale of all or a portion of the shares of
Common Stock held by such shareholder. In the event that such a sale occurs, the
Company's sole officer and director intends to approve the Business Combination
pursuant to Section 607.0902(2)(d)(7) of the Florida Business Corporation Act,
which will have the effect of removing the transaction from the purview of the
control-share acquisition statute promulgated under Section 607.0902 of the
Florida Business Corporation Act. Thus, it is likely that no other shareholders,
if any, will be afforded the right to sell shares of Common Stock in connection
with a Business Combination pursuant to the same terms that our sole shareholder
will be provided. Also, such other shareholders, if any, will not be afforded an
opportunity to approve or consent to the purchase of all or any portion of the
shares of Common Stock being sold by our sole shareholder, whose shares are
beneficially owned by our sole officer and director. See “Business – ‘Shell
Corporation’” and “- Selection of a Target Business and Structuring of a
Business Combination”.





Investment
Company Act and Other Regulation





We may
participate in a Business Combination by purchasing, trading or selling the
securities of such Target Business. We do not, however, intend to engage
primarily in such activities.





Specifically,
we intend to conduct our activities so as to avoid being classified as an
"investment company" under the Investment Company Act of 1940 (the "Investment
Act"), and, therefore, to avoid application of the costly and restrictive
registration and other provisions of the Investment Act, and the regulations
promulgated thereunder.





Our plan
of business may involve changes in our capital structure, corporate structure,
management team, the board of directors, voting control by our sole shareholder
and business prospects and plans, especially if we consummate a Business
Combination, as discussed above. Each of these areas is regulated by the
Investment Act, in order to protect purchasers of investment company securities.
Since we will not register as an investment company, shareholders will not be
afforded these protections.





Any
securities which we might acquire in exchange for our Common Stock will be
restricted securities within the meaning of the Securities Act.  If we
elect to resell such securities, such sale cannot proceed unless a registration
statement has been declared effective by the Securities and Exchange Commission
or an exemption from registration is available under the Securities Act. Section
4(1) of the Securities Act, which exempts sales of securities not involving a
public distribution by persons other than an issuer, underwriter or dealer,
would in all likelihood be available to permit a private sale. Although our plan
of operation does not contemplate the resale of an acquired Target Business'
securities, if such a sale were to be necessary, we would be required to comply
with the provisions of the Securities Act to effect such resale.





Any
Business Combination that we consummate may be in an industry which is regulated
or licensed by Federal, state or local authorities. Compliance with such
regulations can be expected to be a time consuming and expensive
process.





Penny
Stock Regulations - State Blue Sky restrictions - Restrictions on
Marketability.





The
Securities and Exchange Commission has adopted regulations which generally
define a “penny stock” to be any equity security that has a market price of less
than $5.00 per share or an exercise price of less than $5.00 per share, subject
to certain exceptions. Our securities may be covered by the penny stock rules,
which impose additional sales practice requirements on broker-dealers who sell
such securities to persons other than established customers and accredited
investors, which are, generally, institutions with assets in excess of
$5,000,000 or individuals with net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. For
transactions covered by this rule, the broker-dealers must make a special
suitability determination for the purchase and receive the purchaser's written
agreement of the transaction prior to the sale. Consequently, the rule may
affect the ability of broker-dealers to sell our securities and also may affect
the ability of any shareholder to sell shares of Common Stock in the secondary
market.


-10-





In
addition, the Securities and Exchange Commission has adopted a number of rules
to regulate penny stocks.  Such rules include Rules 3a51-1, 15g-1,
15g-2, 15g-3, 15g-4, 15g-5, 15g-6, and 15g-9 under the Exchange
Act.  Because our securities may from time to time, and at the present
time, constitute penny stocks within the meaning of these rules, the rules would
apply to the Company and to its securities. These rules may further affect the
ability of our sole shareholder and other shareholders, if any, to sell their
shares in any public market which might develop.





Shareholders
should be aware that, according to Securities and Exchange Commission Release
No. 34-29093, the market for penny stocks has suffered in recent years from
patterns of fraud and abuse. Such patterns include the following:





·
            control
      of the market for the security by one or a few broker-dealers that are
      often related to the promoter or
issuer;





·
            manipulation
      of prices through prearranged matching of purchases and sales and false
      and misleading press releases;





·
            “boiler
      room” practices involving high-pressure sales tactics and unrealistic
      price projections by inexperienced sales
  persons;





·
            excessive
      and undisclosed bid-ask differentials and markups by selling
      broker-dealers; and





·
            the
      wholesale dumping of the same securities by promoters and broker-dealers
      after prices have been manipulated to a desired level, along with the
      resulting inevitable collapse of those prices and with consequent investor
      losses.





We are
aware of the abuses that have occurred historically in the penny stock market.
Although we do not expect to be in a position to dictate the behavior of the
market or of broker-dealers who participate in the market, our sole officer and
director will strive within the confines of practical limitations and applicable
laws and regulations to prevent the described patterns from being established
with respect to our securities.





Competition





We expect
to encounter intense competition from other entities having a business objective
similar to ours. Many of these entities are well-established and have extensive
experience in connection with identifying and effecting business combinations
directly or through affiliates. Many of these competitors possess greater
financial, marketing, technical, personnel and other resources than us, and
there can be no assurances that we will have the ability to compete
successfully. Our financial resources will be extremely limited in comparison to
those of many of our competitors. This inherent competitive limitation could
compel us to select certain less attractive Target Businesses for a Business
Combination. There can be no assurances that such Target Businesses will permit
us to meet our stated business objective. Our sole officer and director
believes, however, that our status as a reporting public entity could give us a
competitive advantage over privately held entities having a similar business
objective to ours in acquiring a Target Business with significant growth
potential on favorable terms.





Uncertainty
of Competitive Environment of Target Business





In the
event that we succeed in effecting a Business Combination, we will, in all
likelihood, become subject to intense competition from competitors of the Target
Business. In particular, certain industries which experience rapid growth
frequently attract an increasingly larger number of competitors, including
competitors with increasingly greater financial, marketing, technical and other
resources than the initial competitors in the industry. The degree of
competition characterizing the industry of any prospective Target Business
cannot presently be ascertained. There can be no assurances that, subsequent to
a Business Combination, we will have the resources to compete effectively,
especially to the extent that the Target Business is in a high-growth
industry.


-11-





Federal
Securities Laws Compliance





Under the
Federal securities laws, companies reporting under the Exchange Act must furnish
shareholders certain information about significant acquisitions, which
information may require audited financial statements for a Target Business with
respect to one or more fiscal years, depending upon the relative size of the
acquisition. Consequently, our policy is to only effect a Business Combination
with a Target Business that has available the requisite audited financial
statements. See “Description of Securities-General”.





Employees





As of
March 31, 2009, we are in the development stage and currently have no employees,
other than our sole officer and director. Our sole officer and director serves
on a part-time basis. We expect to use consultants, attorneys and accountants as
necessary, and do not anticipate a need to engage any other employees, so long
as we our seeking and evaluating Target Businesses. The need for employees and
their availability will be addressed in connection with the decision whether or
not to acquire a Target Business, or participate in a specific Business
Combination.





Item
1A.  Risk Factors.





Not
applicable.





Item
1B.  Unresolved StaffComments.





None.




Item
2. Properties.





Our
principal executive office is located at 1560 Calais Drive, Miami, Florida
33141.  We believe these facilities are adequate to serve our needs
until such time as a Business Combination occurs. We do not pay for the use of
such space. We anticipate that we will rent separate office facilities and
space, when needed, to support the growth of our business.





Item
3.  Legal Proceedings.





We are
not a party to any legal proceedings, nor are we aware of any threatened
litigation whatsoever.





Item
4.  Submission of Mattersto a Vote of Security
Holders.





There
were no matters submitted to a vote of security holders during the fourth
quarter of 2008.


-12-





PART
II





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





Market
Information





Our
common stock has not been approved for quotation or trading and, accordingly, a
public trading market for our shares of common stock has not yet commenced and
no shares of our common stock have been traded.  There can be no
assurance that such a public trading market will develop, or, if such a trading
market is developed, that it can be maintained with liquidity.  On
March 31, 2009, there were 2 registered holders of our common
stock.





Dividends





We have
not paid any dividends on our common stock, and it is not anticipated that any
dividends will be paid in the foreseeable future. The declaration and payment of
dividends in the future will be determined by the Board of Directors in light of
conditions then existing, including our earnings, financial condition, capital
requirements and other factors.





Recent
Sales of Unregistered Securities





The
following is a summary of the sole transaction by us from June 16, 2008, which
is our inception, through March 31, 2009 involving sales of our securities that
were not registered under the Securities Act.  The offer and sale was
made in reliance on Section 4(2) of the Securities Act, or Regulation D
promulgated under Section 4(2) of the Securities Act, as transactions by an
issuer not involving any public offering.  The purchaser was an
“accredited investor”, as that term is defined in Rule 501 promulgated under the
Securities Act of 1933, as amended.  The purchaser was provided access
to all material information which it requested, and all information necessary to
verify such information and were afforded access to management of the registrant
in connection with this purchase. The holder of the unregistered securities
acquired such securities for investment and not with a view toward distribution,
acknowledging such intent to the registrant. All certificates or agreements
representing such securities that were issued contained restrictive legends,
prohibiting further transfer of the certificates or agreements representing such
securities, without such securities either being first registered or otherwise
exempt from registration under the Securities Act, in any further resale or
disposition.





Founder Share
Issuance





On June
16, 2008, the date of our inception, we issued 3,000,000 shares of our
restricted common stock to Willowhuasca Wellness, Inc. for $3,000, or $0.001 per
share.  The investor represented its intention to acquire the shares
for investment only and not with a view to sell the shares in connection with
any distribution thereof and an appropriate restrictive legend was affixed to
the share certificate.  We believe that the issuance of the shares was
exempt from the registration and prospectus delivery requirements of the
Securities Act of 1933 by virtue of Section 4(2).




Item
6.  Selected Financial Data.





The
following financial data has been derived from and should be read in conjunction
with (i) our audited financial statements for the period from June 16,
2008, our inception, to December 31, 2008, together with the notes to these
financial statements; (ii) and the sections of this report entitled “Business”
and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations”, included elsewhere herein or filed with the SEC.  Our
historical results are not necessarily indicative of the results we may achieve
in any future period.


-14-


Statement
      of Operations Data:
                    
                    Period
      from
                      June
      16,
                      2008
                      (inception)
      to
                      December
      31, 2008Revenue:
                    
                    -Expenses:General
      and administrative
                    
                    
                    11,593Total
      expenses
                    
                    
                    11,593Net
      (loss)
                    
                    $
                    (11,593
                    )Basic
      and diluted net (loss) per share
                    
                    $
                    -Weighted
      average number of common shares outstanding
                    
                    
                    3,000,000




As
      of
                  December
      31, 2008Consolidated
      Balance Sheet Data:Cash
      and cash equivalents
                
                $
                -Working
      capital deficit
                
                
                (8,593)Total
      assets
                
                
                -Total
      long-term liabilities
                
                
                -Total
      liabilities
                
                
                8,593Total
      shareholders’ deficiency
                
                
                8,593




Item
7.  Management’s Discussion And AnalysisOf Financial
Condition And Results Of Operations





The
following discussion should be read in conjunction with (i) our audited
financial statements for the period June 16, 2008, our inception, through
December 31, 2008 and the year ended December 31, 2008 and the related notes;
and (ii) the section entitled “Business” that appears elsewhere in this
report.  The following discussion contains forward-looking statements
that reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward looking statements. Factors that
could cause or contribute to such differences include, but are not limited to,
those discussed below and elsewhere in this report. You should not place undue
certainty on these forward-looking statements, which apply only as of the date
of this report.  Our financial statements are stated in United States
Dollars and are prepared in accordance with United States Generally Accepted
Accounting Principles.


-15-





Overview





We are a
development stage company conducting no business operations, other than our
efforts to effect a business combination with a target business that desires to
utilize our status as a reporting corporation under the Exchange Act., which we
consider to have significant growth potential.  To date, we have
neither engaged in any operations nor generated any revenue.  We have
generated no cash flow.  We cannot predict to what extent our
liquidity and capital resources will be diminished prior to the consummation of
a business combination or whether our capital will be further depleted by the
operating losses, if any, of the target business with which we may effectuate a
business combination. The continuation of our business is dependent upon our
ability to obtain adequate financing arrangements, effectuate a business
combination and ultimately, engage in future profitable operations.





Presently,
we are not in a position to meet our cash requirements for the next 12
months.  We neither generate any cash revenue nor cash
flow.  Our operating costs, which include professional fees and costs
are likely to approximate $12,500 during the next 12 months.  In the
event we cannot meet our operating costs prior to the effectuation of a business
combination, we may cease operations and a business combination may not
occur.





Results
of Operations




We are a
development stage company and have incurred losses of $11,593 as of December 31,
2008, which are due to ongoing general and administrative expenses and not
having generated any revenues.





Liquidity
and Capital Resources





The
following table sets forth our liquidity and capital resources as of December
31, 2008:


Cash
      and cash equivalents
                
                $
                -Working
      capital deficit
                
                
                (8,593)Total
      assets
                
                
                -Total
      liabilities
                
                
                8,593Total
      shareholders’ deficiency
                
                
                8,593




During
the period June 16, 2008 (inception) through December 31, 2008, we had a working
capital deficit of $8,593. The reason for the deficit was spending relating to
our general and administrative expenses and not having generated any
revenues.





Cash
Flows from Operating Activities




We have
not generated positive cash flows from operating activities as of March 31,
2009.  Operating expenditures during the period covered by this report
include general and administrative costs.  The reason for the cash used in
operating activities was due to the professional fees and costs associated with
the Company’s preparation and filing of its Registration Statement on Form
10.




-16-


Cash
Flows from Investing Activities




We did
not make any investments as of March 31, 2009.




Cash
Flows from Financing Activities




We have
financed our operations from the issuance of equity securities and
loans.  Net cash provided by financing activities for the period from
June 16, 2008, our inception, through December 31, 2008 was
$9,093.  The cash flows from financing activities was due to the
initial investment in us in the amount of $3,000 and a loan from our majority
shareholder in the amount of $6,093.




Going
Concern




Our
auditors have raised substantial doubt as to our ability to continue as a going
concern, as expressed in its opinion on our financial statements included in
this report.  The Company commenced operations on June 16, 2008 and
has realized no revenues and operated at a loss since inception. As at December
31, 2008, the Company has working capital deficit of $8,593 and an accumulated
deficit of $8,593.  Existing cash resources are currently not expected
to provide sufficient funds through the upcoming year.  Our ability to
continue as a going concern is dependent upon our ability to generate profitable
operations in the future and/or obtain the necessary financing to meet our
obligations and repay our liabilities. To date, we have operated at a loss and
remained in business through the issuance of our equity securities and
loans.  There can be no assurance that we will operate at a profit or
additional debt or equity financing will be available, or if available, can be
obtained on satisfactory terms.




Material
Commitments




There
were no material commitments for the period from June 16, 2008, our inception,
through December 31, 2008.




Off-Balance
Sheet Arrangements




We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that are material to investors.




Critical
Accounting Policies




Our
financial statements and accompanying notes have been prepared in accordance
with United States generally accepted accounting principles applied on a
consistent basis. The preparation of financial statements in conformity with
U.S. generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods.


-17-




We
regularly evaluate the accounting policies and estimates that we use to prepare
our financial statements. In general, management's estimates are based on
historical experience, on information from third party professionals, and on
various other assumptions that are believed to be reasonable under the facts and
circumstances. Actual results could differ from those estimates made by
management.




Cash
and Cash Equivalents





We
consider all highly liquid debt instruments with original maturities of three
months or less to be cash equivalents. We have no cash equivalents.





Use
of Estimates





The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.





Inventories





Inventories
are valued at the lower of cost or market on a first-in, first-out (FIFO) basis,
and include finished goods.





Revenue
Recognition





We
recognize revenue when:





·
            Persuasive
      evidence of an arrangement exists;





·
            Shipment
      has occurred;





·
            Price
      is fixed or determinable; and





·
            Collectibility
      is reasonably assured.





For the
period from June 16, 2008 (inception) through December 31, 2008, we recognized
revenues of $0.





Earnings
(Loss) Per Share





We
compute earnings per share in accordance with Statement of Accounting Standards
No. 128, "Earnings per Share (“SFAS No. 128”). Under the provisions of SFAS No.
128, basic earnings per share is computed by dividing the net income (loss) for
the period by the weighted average number of common shares outstanding during
the period. Diluted earnings per share is computed by dividing the net income
(loss) for the period by the weighted average number of common and potentially
dilutive common shares outstanding during the period.  There were no
potentially dilutive common shares outstanding during the period from June 16,
2008 (inception) through December 31, 2008.


-18-





Intangible
Assets





We
evaluate the recoverability of identifiable intangible assets whenever events or
changes in circumstances indicate that an intangible asset’s carrying amount may
not be recoverable. There was no impairment loss for the period from June 16,
2008 (inception) through December 31, 2008.





Income
Taxes





The
Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109, “Accounting for Income Taxes.” Under the asset and
liability method of Statement 109, deferred tax assets and liabilities are
recognized for the estimated future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates in effect for the year in which those
temporary differences are expected to be recovered or settled.





Fair
Value of Financial Instruments





The
Company considers that the carrying amount of financial instruments, including
accounts payable, approximates fair value because of the short maturity of these
instruments.





Share
Based Payments





In
December 2004, the FASB issued SFAS No. 123(R), “Share-Based Payment,” which
replaces SFAS No. 123 and supersedes APB Opinion No. 25. Under SFAS No. 123(R),
companies are required to measure the compensation costs of share-based
compensation arrangements based on the grant-date fair value and recognize the
costs in the financial statements over the period during which employees or
independent contractors are required to provide services. Share-based
compensation arrangements include stock options and warrants, restricted share
plans, performance-based awards, share appreciation rights and employee share
purchase plans. In March 2005, the SEC issued Staff Accounting Bulletin No. 107,
or “SAB 107”. SAB 107 expresses views of the staff regarding the interaction
between SFAS No. 123(R) and certain SEC rules and regulations and provides the
staff's views regarding the valuation of share-based payment arrangements for
public companies. SFAS No. 123(R) permits public companies to adopt its
requirements using one of two methods. On April 14, 2005, the SEC adopted a new
rule amending the compliance dates for SFAS 123(R). Companies may elect to apply
this statement either prospectively, or on a modified version of retrospective
application under which financial statements for prior periods are adjusted on a
basis consistent with the pro forma disclosures required for those periods under
SFAS 123.





Effective
June 16, 2008, the Company has fully adopted the provisions of SFAS No. 123(R)
and related interpretations as provided by SAB 107. As such, compensation cost
is measured on the date of grant as the fair value of the share-based payments.
Such compensation amounts, if any, are amortized over the respective vesting
periods of the share-based payments.





Recent
Accounting Pronouncements




In
December 2007, the Financial Accounting Standards Board ("FASB") issued two new
statements: (a.) SFAS No. 141(revised 2007), “Business Combinations”, and (b.)
No. 160, “Noncontrolling Interests in Consolidated Financial Statements”. These statements are
effective for fiscal years beginning after December 15, 2008 and the application
of these standards will improve, simplify and converge internationally the
accounting for business combinations and the reporting of noncontrolling
interests in consolidated financial statements.  The Company is in the
process of evaluating the impact, if any, on SFAS 141 (R) and SFAS 160 and does
not anticipate that the adoption of these standards will have any impact on its
consolidated financial statements.


-19-





(a.)  SFAS
No. 141 (R) requires an acquiring entity in a business combination to: (i)
recognize all (and only) the assets acquired and the liabilities assumed in the
transaction, (ii) establish an acquisition-date fair value as the measurement
objective for all assets acquired and the liabilities assumed, and (iii)
disclose to investors and other users all of the information they will need to
evaluate and understand the nature of, and the financial effect of, the business
combination, and, (iv) recognize and measure the goodwill acquired in the
business combination or a gain from a bargain purchase.





(b.) SFAS
No. 160 will improve the relevance, comparability and transparency of financial
information provided to investors by requiring all entities to: (i) report
noncontrolling (minority) interests in subsidiaries in the same manner, as
equity but separate from the parent’s equity, in consolidated financial
statements, (ii) net income attributable to the parent and to the
non-controlling interest must be clearly identified and presented on the face of
the consolidated statement of income, and (iii) any changes in the parent’s
ownership interest while the parent retains the controlling financial interest
in its subsidiary be accounted for consistently.





In
February 2008, the FASB issued Financial Staff Positions (“FSP”) FAS 157-2,
“Effective Date of FASB Statement No. 157”(“FSP FAS 157-2”),
which delays the effective date of SFAS No. 157, “Fair Value
Measurement”(“SFAS 157”), for all
nonfinancial assets and nonfinancial liabilities, except those that are
recognized or disclosed at fair value in the financial statements on a recurring
basis (at least annually). SFAS 157 establishes a framework for measuring fair
value and expands disclosures about fair value measurements. FSP FAS 157-2
partially defers the effective date of SFAS 157 to fiscal years beginning
after November 15, 2008, and interim periods within those fiscal years for
items within the scope of this FSP. FSP FAS 157-2 is effective for us beginning
January 1, 2009. The Company is currently evaluating the potential impact
of the adoption of those provisions of SFAS 157, for which the effectiveness was
delayed by FSP SFAS 157-2, on the Company’s consolidated financial position and
results of operations.





In March
2008, the FASB issued Statement of Financial Accounting Standards ("SFAS") No.
161, "Disclosures about Derivative Instruments and Hedging Activities", an
amendment of FASB Statement No. 133 ("SFAS No. 161"). The new standard is
intended to improve financial reporting about derivative instruments and hedging
activities by requiring enhanced disclosures to enable investors to better
understand their effects on an entity's financial position, financial
performance and cash flows. It is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008. The Company
does not believe that SFAS No. 161 will have a material impact on its
consolidated financial statements.





In March
2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments
and Hedging Activities" ("SFAS No. 161"). SFAS No. 161 requires companies with
derivative instruments to disclose information that should enable
financial-statement users to understand how and why a company uses derivative
instruments, how derivative instruments and related hedged items are accounted
for under FASB Statement No. 133 "Accounting for Derivative Instruments and
Hedging Activities" and how derivative instruments and related hedged items
affect a company's financial position, financial performance and cash flows.
SFAS No. 161 is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008. The adoption of this
statement is not expected to have a material effect on the Company's future
financial position or results of operations.





In
May 2008, the FASB released SFAS No. 162, “The Hierarchy of Generally
Accepted Accounting Principles.”   SFAS No. 162 identifies the sources
of accounting principles and the framework for selecting the principles used in
the preparation of financial statements of nongovernmental entities that
presented in conformity with generally accepted accounting principles in the
United States of America. SFAS No. 162 will be effective 60 days following the
SEC’s approval of the PCAOB amendments to AU Section 411, “The Meaning of
Present Fairly in Conformity With Generally Accepted Accounting
Principles”.  The FASB has stated that it does not expect SFAS No. 162 will
result in a change in current practice. The Company does not believe the
application of SFAS 162 will have a significant impact, if any, on the Company’s
consolidated financial statements.





In May
2008, the FASB issued SFAS No. 163, "Accounting for Financial Guarantee
Insurance Contracts--an interpretation of FASB Statement No. 60" ("SFAS No.
163"). SFAS No. 163 interprets Statement 60 and amends existing accounting
pronouncements to clarify their application to the financial guarantee insurance
contracts included within the scope of that Statement. SFAS No. 163 is effective
for financial statements issued for fiscal years beginning after December 15,
2008, and all interim periods within those fiscal years. As such, the Company is
required to adopt these provisions at the beginning of the fiscal year ended
December 31, 2009. The Company is currently evaluating the impact of SFAS No.
163 on its financial statements but does not expect it to have an effect on the
Company's financial position, results of operations or cash flows.


-20-





In May
2008, the FASB issued FSP APB 14-1, "Accounting for Convertible Debt Instruments
that may be Settled in Cash upon Conversion (Including Partial Cash Settlement)"
("FSP APB 14-1"). FSP APB 14-1 applies to convertible debt securities that,
upon conversion, may be settled by the issuer fully or partially in cash. FSP
APB 14-1 specifies that issuers of such instruments should separately account
for the liability and equity components in a manner that will reflect the
entity's nonconvertible debt borrowing rate when interest cost is recognized in
subsequent periods. FSP APB 14-1 is effective for financial statements issued
for fiscal years after December 15, 2008, and must be applied on a
retrospective basis. Early adoption is not permitted. The Company is assessing
the potential impact of this FSP on the convertible debt
issuances.





In June
2008, the FASB issued FASB Staff Position ("FSP") EITF 03-6-1, "Determining
Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities" ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses whether
instruments granted in share-based payment transactions are participating
securities prior to vesting, and therefore need to be included in the earnings
allocation in computing earnings per share under the two-class method as
described in SFAS No. 128, Earnings per Share. Under the guidance of FSP EITF
03-6-1, unvested share-based payment awards that contain nonforfeitable rights
to dividends or dividend equivalents (whether paid or unpaid) are participating
securities and shall be included in the computation of earnings-per-share
pursuant to the two-class method. FSP EITF 03-6-1 is effective for financial
statements issued for fiscal years beginning after December 15, 2008 and all
prior-period earnings per share data presented shall be adjusted
retrospectively. Early application is not permitted. The Company is assessing
the potential impact of this FSP on the earnings per share
calculation.





In June
2008, the FASB ratified EITF No. 07-5, "Determining Whether an Instrument (or an
Embedded Feature) is Indexed to an Entity's Own Stock" ("EITF 07-5"). EITF 07-5
provides that an entity should use a two-step approach to evaluate whether an
equity-linked financial instrument (or embedded feature) is indexed to its own
stock, including evaluating the instrument's contingent exercise and settlement
provisions. EITF 07-5 is effective for financial statements issued for fiscal
years beginning after December 15, 2008. Early application is not permitted. The
Company is assessing the potential impact of this EITF 07-5 on the financial
condition and results of operations.





Item
7A.  Quantitative and Qualitative Disclosures aboutMarket Risk.





We are
not subject to risks related to foreign currency exchange rate
fluctuations.




Our
functional currency is the United States dollar. We do not transact our business
in other currencies. As a result, we are not subject to exposure from movements
in foreign currency exchange rates. We do not use derivative financial
instruments for speculative trading purposes.





-21-


Item
8.  Financial Statements and Supplementary
Data.





LAKE
& ASSOCIATES, CPA’s LLC





REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To
the Board of Directors


Alchemical
Capital Corp.


(A
Development Stage Company)





We have
audited the accompanying balance sheet of Alchemical Capital Corp. (A
Development Stage Company) as of December 31, 2008, and the related statement of
operations, shareholders’ equity and cash flows from inception on June 16, 2008
through December 31, 2008. These financial statements are the responsibility of
the Company’s management.  Our responsibility is to express an opinion
on these financial statements based on our 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 the 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 audits provide a
reasonable basis for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Alchemical Capital Corp. (A
Development Stage Company) as of December 31, 2008 and the results of its
operations and its cash flows through December 31, 2008 and the year then ended
and for the period June 16, 2008 (Inception) through December 31, 2008, in
conformity with accounting principles generally accepted in the United States of
America.





The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern.  As discussed in Note 1
to the financial statements, the Company has not yet established an ongoing
source of revenues sufficient to cover its operating costs, which raises
substantial doubt about its ability to continue as a going
concern.  Management’s plans concerning these matters are also
described in Note 1.  The consolidated financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.





/s/Lake
& Associates, CPA’s LLC





Lake
& Associates, CPA’s LLC


Boca
Raton, Florida


March 28,
2009








-22-





ALCHEMICAL
      CAPITAL CORP.(A
      DEVELOPMENT STAGE COMPANY)BALANCE
      SHEETAs
      of December 31, 2008(Audited)December
      31, 2008ASSETSCURRENT
      ASSETS:Cash
      & equivalents
                                                                  
                                                                  $
                                                                  -Total
      Assets
                                                                  
                                                                  $
                                                                  -LIABILITIES AND SHAREHOLDERS'
      DEFICIENCYCURRENT
      LIABILITIES:Accounts
      payable
                                                                  
                                                                  
                                                                  2,500Loan
      from shareholder
                                                                  
                                                                  $
                                                                  6,093Total
      Liabilities
                                                                  
                                                                  
                                                                  8,593SHAREHOLDERS'
      DEFICIENCYCommon
      stock (no par value, 100,000,000 shares authorized;3,000,000
      issued and outstanding)
                                                                  
                                                                  
                                                                  3,000Deficit
      accumulated during the development stage
                                                                  
                                                                  
                                                                  (11,593
                                                                  )$
                                                                  (8,593
                                                                  )Total
      Liabilities and Shareholders' Deficiency
                                                                  
                                                                  $
                                                                  -






-23-


ALCHEMICAL
      CAPITAL CORP.(A
      DEVELOPMENT STAGE COMPANY)STATEMENTS
      OF OPERATIONSFOR
      THE PERIOD JUNE 16, 2008 (INCEPTION) THROUGH DECEMBER 31,
    2008(Audited)Cumulative
      fromJune
      16, 2008 (Inception)through
      December 31, 2008Revenue:
                                                                    
                                                                    $
                                                                    -Expenses:General
      and Administrative
                                                                    
                                                                    
                                                                    11,593Total
      Expenses
                                                                    
                                                                    
                                                                    (11,593
                                                                    )Net
      (loss) before Income Taxes
                                                                    
                                                                    
                                                                    (11,593
                                                                    )Income
      Tax Expense
                                                                    
                                                                    
                                                                    -Net
      (loss)
                                                                    
                                                                    $
                                                                    (11,593
                                                                    )Basic
      and diluted net loss per share
                                                                    
                                                                    $
                                                                    -Weighted
      average number of shares outstanding
                                                                    
                                                                    
                                                                    3,000,000




-24-


ALCHEMICAL
      CAPITAL CORP.(A
      DEVELOPMENT STAGE COMPANY)STATEMENT
      OF SHAREHOLDERS' DEFICITFOR
      THE PERIOD JUNE 16, 2008 (INCEPTION) THROUGH DECEMBER 31,
    2008(Audited)Number
      of

                                                                                                                                                        Common
      Shares
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    Common

                                                                                                                                                        Stock
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    Accumulated

                                                                                                                                                        Deficit
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    TotalBalance
      at June 16, 2008(Inception),
      Founder'sShares
      issued for cash(3,000,000
      shares at $.001/share)
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    3,000,000
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    $
                                                                                                                                                    3,000
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    $
                                                                                                                                                    3,000Net
      Loss for the period
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    (11,593
                                                                                                                                                    )
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    (11,593
                                                                                                                                                    )Balance
      atDecember
      31, 2008
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    3,000,000
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    $
                                                                                                                                                    3,000
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    $
                                                                                                                                                    (11,593
                                                                                                                                                    )
                                                                                                                                                    
                                                                                                                                                    $
                                                                                                                                                    (8,593
                                                                                                                                                    )




-25-


ALCHEMICAL
      CAPITAL CORP.(A
      DEVELOPMENT STAGE COMPANY)STATEMENTS
      OF CASH FLOWSFOR
      THE PERIOD JUNE 16, 2008 (INCEPTION) THROUGH DECEMBER 31,
    2008(Audited)Cumulative
      fromJune
      16, 2008 (Inception)through
      December 31, 2008OPERATING
      ACTIVITIES:Net
      loss
                                                                                    
                                                                                    $
                                                                                    (11,593
                                                                                    )Increase
      in accounts payable
                                                                                    
                                                                                    
                                                                                    2500Net
      cash used in operating activities
                                                                                    
                                                                                    
                                                                                    (9,093
                                                                                    )FINANCING
      ACTIVITIES:Proceeds
      from loan from shareholder
                                                                                    
                                                                                    
                                                                                    6,093Proceeds
      from issuance of common stock
                                                                                    
                                                                                    
                                                                                    3,000Net
      cash provided by financing activities
                                                                                    
                                                                                    
                                                                                    9,093NET
      INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS
                                                                                    
                                                                                    
                                                                                    -CASH
      & CASH EQUIVALENTS, BEGINNING BALANCE
                                                                                    
                                                                                    
                                                                                    -CASH
      & CASH EQUIVALENTS, ENDING BALANCE
                                                                                    
                                                                                    $
                                                                                    -SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATIONTaxes
      paid
                                                                                    
                                                                                    $
                                                                                    -Interest
      paid
                                                                                    
                                                                                    $
                                                                                    -NON-CASH
      ACTIVITIES
                                                                                    
                                                                                    $
                                                                                    -




-26-


ALCHEMICAL
CAPITAL CORP.


(A
DEVELOPMENT STAGE COMPANY)





NOTES
TO FINANCIAL STATEMENTS


DECEMBER
31, 2008





NOTE
1 - DESCRIPTION OF BUSINESS AND DEVELOPMENT STAGE RISK





ORGANIZATION





Alchemical
Capital Corp. (the “Company”), a development stage company, was incorporated in
Florida on June 16, 2008. The Company intends to serve as a vehicle to effect
asset acquisition, merger, exchange of capital stock or other type of business
combination with a domestic or foreign business. At December 31, 2008, the
Company had not yet commenced any formal business operations and all activity to
date related to the Company formation, capital stock issuance, professional fees
with regard to proposed Securities and Exchange Commission filing and
identification of businesses. The Company's fiscal year ends on December
31st.





Going
Concern





The
Company’s financial statements are prepared using generally accepted accounting
principles in the United States of America applicable to a going concern, which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business.  The Company has not yet established an
ongoing source of revenues sufficient to cover its operating costs and allow it
to continue as a going concern.  The ability of the Company to
continue as a going concern is dependent on the Company obtaining adequate
capital to fund operating losses until it becomes profitable.  If the
Company is unable to obtain adequate capital, it could be forced to cease
operations.  The accompanying financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern.





Management’s Plan to
Continue as a Going Concern





The
Company has met its historical working capital requirements from the sale of its
capital shares and loans from shareholders.  In order to continue as a
going concern, the Company will need, among other things, additional capital
resources.  Management’s plans to obtain such resources for the
Company include (1) obtaining capital from management and significant
shareholders sufficient to meet its minimal operating expenses, and (2) seeking
out and completing a merger with an existing operating
company.  However, management cannot provide any assurance that the
Company will be successful in accomplishing any of its plans.





The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations.  In order to minimize the financial burden on the Company,
Narayan Capital Funding Corp., the Company’s majority shareholder, has agreed to
provide non-interest bearing demand loans to the Company to pay the Company’s
annual audit fees, filing costs, legal fees and other costs as long as the Board
of Directors of the Company and Narayan Capital Funding Corp. deem it
necessary.  The Company will account for each such payment as a demand
loan and, accordingly, be recorded as a current liability on the Company’s
books.  There can be no assurance that such financial support shall be
ongoing or available on terms or conditions acceptable to the
Company.





Development Stage
Risk





Since its
inception, the Company has been dependent upon the receipt of capital investment
to fund its continuing activities. In addition to the normal risks associated
with a new business venture, there can be no assurance that the Company's
business plan will be successfully executed. Our ability to execute our business
plan will depend on our ability to obtain additional financing and achieve a
profitable level of operations. There can be no assurance that sufficient
financing will be obtained.  Further, we cannot give any assurance
that we will generate substantial revenues or that our business operations will
prove to be profitable.


-27-





NOTE
2 – ACCOUNTING POLICIES





CASH
AND CASH EQUIVALENTS





The
Company considers all highly liquid debt instruments with original maturities of
three months or less to be cash equivalents.





EARNINGS
PER SHARE





The
Company computes earnings per share in accordance with Statement of Accounting
Standards No. 128, "Earnings per Share (“SFAS No. 128”). Under the provisions of
SFAS No. 128, basic earnings per share is computed by dividing the net income
(loss) for the period by the weighted average number of common shares
outstanding during the period. Diluted earnings per share is computed by
dividing the net income (loss) for the period by the weighted average number of
common and potentially dilutive common shares outstanding during the
period.  There were no potentially dilutive common shares outstanding
during the period.





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 certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.





INCOME
TAXES





The
Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109, “Accounting for Income Taxes.” Under the asset and
liability method of Statement 109, deferred tax assets and liabilities are
recognized for the estimated future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates in effect for the year in which those
temporary differences are expected to be recovered or settled.





FAIR
VALUE OF FINANCIAL INSTRUMENTS





The
Company considers that the carrying amount of financial instruments, including
accounts payable, approximates fair value because of the short maturity of these
instruments.





Recent Accounting
Pronouncements





In
December 2007, the Financial Accounting Standards Board ("FASB") issued two new
statements: (a.) SFAS No. 141(revised 2007), “Business Combinations”, and (b.)
No. 160, “Noncontrolling Interests in Consolidated Financial Statements”. These statements are
effective for fiscal years beginning after December 15, 2008 and the application
of these standards will improve, simplify and converge internationally the
accounting for business combinations and the reporting of noncontrolling
interests in consolidated financial statements.  The Company is in the
process of evaluating the impact, if any, on SFAS 141 (R) and SFAS 160 and does
not anticipate that the adoption of these standards will have any impact on its
consolidated financial statements.


-28-





(a.)  SFAS
No. 141 (R) requires an acquiring entity in a business combination to: (i)
recognize all (and only) the assets acquired and the liabilities assumed in the
transaction, (ii) establish an acquisition-date fair value as the measurement
objective for all assets acquired and the liabilities assumed, and (iii)
disclose to investors and other users all of the information they will need to
evaluate and understand the nature of, and the financial effect of, the business
combination, and, (iv) recognize and measure the goodwill acquired in the
business combination or a gain from a bargain purchase.





(b.) SFAS
No. 160 will improve the relevance, comparability and transparency of financial
information provided to investors by requiring all entities to: (i) report
noncontrolling (minority) interests in subsidiaries in the same manner, as
equity but separate from the parent’s equity, in consolidated financial
statements, (ii) net income attributable to the parent and to the
non-controlling interest must be clearly identified and presented on the face of
the consolidated statement of income, and (iii) any changes in the parent’s
ownership interest while the parent retains the controlling financial interest
in its subsidiary be accounted for consistently.





In
February 2008, the FASB issued Financial Staff Positions (“FSP”) FAS 157-2,
“Effective Date of FASB Statement No. 157”(“FSP FAS 157-2”),
which delays the effective date of SFAS No. 157, “Fair Value
Measurement”(“SFAS 157”), for all
nonfinancial assets and nonfinancial liabilities, except those that are
recognized or disclosed at fair value in the financial statements on a recurring
basis (at least annually). SFAS 157 establishes a framework for measuring fair
value and expands disclosures about fair value measurements. FSP FAS 157-2
partially defers the effective date of SFAS 157 to fiscal years beginning
after November 15, 2008, and interim periods within those fiscal years for
items within the scope of this FSP. FSP FAS 157-2 is effective for us beginning
January 1, 2009. The Company is currently evaluating the potential impact
of the adoption of those provisions of SFAS 157, for which the effectiveness was
delayed by FSP SFAS 157-2, on the Company’s consolidated financial position and
results of operations.





In March
2008, the FASB issued Statement of Financial Accounting Standards ("SFAS") No.
161, "Disclosures about Derivative Instruments and Hedging Activities", an
amendment of FASB Statement No. 133 ("SFAS No. 161"). The new standard is
intended to improve financial reporting about derivative instruments and hedging
activities by requiring enhanced disclosures to enable investors to better
understand their effects on an entity's financial position, financial
performance and cash flows. It is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008. The Company
does not believe that SFAS No. 161 will have a material impact on its
consolidated financial statements.





In March
2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments
and Hedging Activities" ("SFAS No. 161"). SFAS No. 161 requires companies with
derivative instruments to disclose information that should enable
financial-statement users to understand how and why a company uses derivative
instruments, how derivative instruments and related hedged items are accounted
for under FASB Statement No. 133 "Accounting for Derivative Instruments and
Hedging Activities" and how derivative instruments and related hedged items
affect a company's financial position, financial performance and cash flows.
SFAS No. 161 is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008. The adoption of this
statement is not expected to have a material effect on the Company's future
financial position or results of operations.


In
May 2008, the FASB released SFAS No. 162, “The Hierarchy of Generally
Accepted Accounting Principles.”   SFAS No. 162 identifies the sources
of accounting principles and the framework for selecting the principles used in
the preparation of financial statements of nongovernmental entities that
presented in conformity with generally accepted accounting principles in the
United States of America. SFAS No. 162 will be effective 60 days following the
SEC’s approval of the PCAOB amendments to AU Section 411, “The Meaning of
Present Fairly in Conformity With Generally Accepted Accounting
Principles”.  The FASB has stated that it does not expect SFAS No. 162 will
result in a change in current practice. The Company does not believe the
application of SFAS 162 will have a significant impact, if any, on the Company’s
consolidated financial statements.





In May
2008, the FASB issued SFAS No. 163, "Accounting for Financial Guarantee
Insurance Contracts--an interpretation of FASB Statement No. 60" ("SFAS No.
163"). SFAS No. 163 interprets Statement 60 and amends existing accounting
pronouncements to clarify their application to the financial guarantee insurance
contracts included within the scope of that Statement. SFAS No. 163 is effective
for financial statements issued for fiscal years beginning after December 15,
2008, and all interim periods within those fiscal years. As such, the Company is
required to adopt these provisions at the beginning of the fiscal year ended
December 31, 2009. The Company is currently evaluating the impact of SFAS No.
163 on its financial statements but does not expect it to have an effect on the
Company's financial position, results of operations or cash flows.


-29-





In May
2008, the FASB issued FSP APB 14-1, "Accounting for Convertible Debt Instruments
that may be Settled in Cash upon Conversion (Including Partial Cash Settlement)"
("FSP APB 14-1"). FSP APB 14-1 applies to convertible debt securities that,
upon conversion, may be settled by the issuer fully or partially in cash. FSP
APB 14-1 specifies that issuers of such instruments should separately account
for the liability and equity components in a manner that will reflect the
entity's nonconvertible debt borrowing rate when interest cost is recognized in
subsequent periods. FSP APB 14-1 is effective for financial statements issued
for fiscal years after December 15, 2008, and must be applied on a
retrospective basis. Early adoption is not permitted. The Company is assessing
the potential impact of this FSP on the convertible debt
issuances.





In June
2008, the FASB issued FASB Staff Position ("FSP") EITF 03-6-1, "Determining
Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities" ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses whether
instruments granted in share-based payment transactions are participating
securities prior to vesting, and therefore need to be included in the earnings
allocation in computing earnings per share under the two-class method as
described in SFAS No. 128, Earnings per Share. Under the guidance of FSP EITF
03-6-1, unvested share-based payment awards that contain nonforfeitable rights
to dividends or dividend equivalents (whether paid or unpaid) are participating
securities and shall be included in the computation of earnings-per-share
pursuant to the two-class method. FSP EITF 03-6-1 is effective for financial
statements issued for fiscal years beginning after December 15, 2008 and all
prior-period earnings per share data presented shall be adjusted
retrospectively. Early application is not permitted. The Company is assessing
the potential impact of this FSP on the earnings per share
calculation.





In June
2008, the FASB ratified EITF No. 07-5, "Determining Whether an Instrument (or an
Embedded Feature) is Indexed to an Entity's Own Stock" ("EITF 07-5"). EITF 07-5
provides that an entity should use a two-step approach to evaluate whether an
equity-linked financial instrument (or embedded feature) is indexed to its own
stock, including evaluating the instrument's contingent exercise and settlement
provisions. EITF 07-5 is effective for financial statements issued for fiscal
years beginning after December 15, 2008. Early application is not permitted. The
Company is assessing the potential impact of this EITF 07-5 on the financial
condition and results of operations.





NOTE
3 – SHAREHOLDERS’ EQUITY





On June
16, 2008, the Company issued 3,000,000 shares of common stock to its initial
shareholder in exchange for $3,000 in cash.





NOTE
- 4 INCOME TAXES





Deferred
income taxes reflect the net income tax effect of temporary differences between
the carrying amounts of the assets and liabilities for financial reporting
purposes and amounts used for income taxes. The Company's deferred income tax
assets and liabilities consist of the following:




Net
      operating loss carryforward
                                      
                                      $
                                      --Deferred
      tax asset
                                      
                                      
                                      340Valuation
      allowance
                                      
                                      
                                      (340
                                      )Net
      Deferred tax asset
                                      
                                      $
                                      --




-30-


Net
operating loss carryforwards totaled approximately $11,593 at December 31, 2008.
The net operating loss carryforwards will begin to expire in the year 2028 if
not utilized. After consideration of all the evidence, both positive and
negative, management has recorded a valuation allowance at December 31, 2008 due
to uncertainty of realizing the deferred tax assets.





The
reconciliation of the income tax computed at the U.S. Federal statutory rate to
income tax expense for the period December 31, 2008:




Tax
      expense (benefit) at Federal rate (34%)
                            
                            $
                            (680
                            )Federal
      bracket adjustment
                            
                            
                            340State
      income tax, net of Federal benefit
                            
                            
                            --Change
      in valuation allowance
                            
                            
                            340Net
      income tax (benefit) allowance
                            
                            $
                            --




Utilization
of the Company's net operating loss carryforwards are limited based on changes
in ownership as defined in Internal Revenue Code Section 382.





NOTE
5 - RELATED PARTY TRANSACTIONS





The
Company’s majority shareholder has agreed to loan the Company enough funds to
pay the outstanding accounts payable at December 31, 2008.





Item
9.  Changes In and Disagreements withAccountants on
Accounting and Financial Disclosure.





None.





Item
9A.  Controls and Procedures.





We
maintain disclosure controls and procedures that are designed to ensure that the
information required to be disclosed in the reports that we file under the
Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission’s rules and forms, and that such information is accumulated
and communicated to our management, including our President and Treasurer, as
appropriate, to allow timely decisions regarding required
disclosures.  In designing and evaluating the disclosure controls and
procedures, management recognized that any controls and procedures, no matter
how well designed and operated, can only provide reasonable assurance of
achieving the desired control objectives, and in reaching a reasonable level of
assurance, management necessarily was required to apply its judgment in
evaluating the cost-benefit relationship of possible controls and
procedures.





As
required by SEC Rule 13a-15(b), we carried out an evaluation, under the
supervision and with the participation of our management, including our
President and Treasurer, of the effectiveness of the design and operation of our
disclosure controls and procedures as of the end of our fourth fiscal quarter
covered by this report. Based on the foregoing, our President and Treasurer
concluded that our disclosure controls and procedures were effective at the
reasonable assurance level.





There has
been no change in our internal controls over financial reporting during our
fourth fiscal quarter that has materially affected, or is reasonably likely to
materially affect, our internal controls over financial reporting.





-31-


MANAGEMENT’S REPORT ON
INTERNAL CONTROL OVER FINANCIAL REPORTING





Our
management of is responsible for establishing and maintaining adequate internal
control over financial reporting.  Internal control over financial
reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the
Securities Exchange Act of 1934 as a process designed by, or under the
supervision of, the Company’s principal executive and financial officer and
effected by the Company’s board of directors, management and other personnel, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles and includes those policies and
procedures that:





·
            Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of the assets of the
      Company;





·
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that receipts and expenditures of the Company
      are being made only in accordance with authorizations of management and
      directors of the Company; and





·
            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 control over financial reporting may not
prevent or detect misstatements. 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
Company’s management assessed the effectiveness of the Company’s internal
control over financial reporting as of March 31, 2009.  In making this
assessment, the Company’s management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in
Internal Control-Integrated Framework.  The COSO framework is based
upon five integrated components of control: control environment, risk
assessment, control activities, information and communications and ongoing
monitoring.





Based on
the assessment performed, management has concluded that the Company’s internal
control over financial reporting, as of March 31, 2009, is effective and
provides reasonable assurance regarding the reliability of its financial
reporting and the preparation of its financial statements in accordance with
generally accepted accounting principles.  Further, management has not
identified any material weaknesses in internal control over financial reporting
as of March 31, 2009.





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





/s/
Robert Papiri


Chairman,
President and Treasurer





Item
9B.  Other Information.





There
exists no information required to be disclosed by us in a report on Form 8-K
during the three-month period ended December 31, 2008, but not
reported.








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PART
III





Item
10.  Directors, ExecutiveOfficers and Corporate
Governance.





Our sole
director and executive officer and his age as of March 31, 2009 is as
follows:




Name
            
            Age
            
            Principal Positions With
  UsRobert
      Papiri
            
            47
            
            Chairman
      of the Board, Chief Executive Officer, President, Secretary and
      Treasurer





The
following describes the business experience of Robert Papiri, including his
other directorships held in reporting companies, if any:





Robert Papiri is our Chairman
of the Board, Chief Executive Officer, President, Secretary and Treasurer, which
positions he has held since November, 2008.  Since June 2008, Mr.
Papiri has served as chairman of the board, chief executive officer, president,
secretary and treasurer of Narayan Capital Corp., a public reporting
company.  Since May 2003, Mr. Papiri has been a member of Acer Capital
Group, LLC, serving as an advisor and consultant to small public companies and
privately held companies.





There are
no acquisitions, business combinations, or mergers pending or which have
occurred involving the Company. Presently, we have no plans, proposals,
agreements, understandings or arrangements of any kind or nature whatsoever to
acquire or merge with any specific business or company, and we have not
identified any specific business or company for investigation and
evaluation.  Until such time as a Business Combination occurs, our
sole officer and director does not expect any change in our
management.





Our Board
of Directors does not have audit, compensation or nominating committees, and no
determination has been made as to whether our sole director qualifies as an
“audit committee financial expert”, as defined in Item 407 of Regulation
S-K.





Compliance
with Section 16(a) of the Act





Section
16(a) of the Exchange Act requires our officers and directors, and persons who
own more than ten percent (10%) of our shares of common stock, to file reports
of ownership and changes in ownership with the SEC.   Officers,
directors and greater than ten percent (10%) stockholders are required by
regulations promulgated by the SEC to furnish us with copies of all Section
16(a) forms that they file.  With reference to transactions during the
fiscal year ended December 31, 2008, to our knowledge, based solely on review of
the copies of such reports furnished to us and written representations, all
Section 16(a) forms required to be filed with the SEC were filed.





Code
of Ethics





We do not
currently have a code of ethics applicable to our principal executive and
financial officers.  Prior to an acquisition, we do not believe such a
code is necessary because we are not an operating company.  Our Board
of Directors intends to consider adopting such a code in the
future.





-33-


Involvement
in Certain Legal Proceedings




None of
our directors, executive officers or control persons has been involved in any of
the events prescribed by Item 401(f) of Regulation S-K during the past
five years, including:




1.
            any
      bankruptcy petition filed by or against any business of which such person
      was a general partner or executive officer either at the time of the
      bankruptcy or within two years prior to that
  time;




2.
            any
      conviction in a criminal proceeding or being subject to a pending criminal
      proceeding (excluding traffic violations and other minor
      offenses);




3.
            being
      subject to any order, judgment, or decree, not subsequently reversed,
      suspended or vacated, of any court of competent jurisdiction, permanently
      or temporarily enjoining, barring, suspending or otherwise limiting his
      involvement in any type of business, securities or banking activities;
      or




4.
            being
      found by a court of competent jurisdiction (in a civil action), the
      Securities and Exchange Commission or the Commodity Futures Trading
      Commission to have violated a federal or state securities or commodities
      law, and the judgment has not been reversed, suspended, or
      vacated.




Item
11.   Executive Compensation.





Executive
Compensation





No
officer will receive any salary or other compensation in connection with being
employed by, or providing services to, us. There are no employment or consulting
agreements with our sole officer and director in any form
whatsoever.





Compensation
of Directors





No
director receives any type of compensation from us for serving as a
director.  Until we effectuate a Business Combination, it is not
anticipated that any director will receive any compensation other than
reimbursement for out-of-pocket expenses incurred on our behalf.





We have
no stock option, retirement, pension, or profit-sharing programs for the benefit
of directors, but the Board of Directors may recommend adoption of one or more
such programs in the future. No other arrangements are presently in place
regarding compensation to our sole officer and director for her services as a
director or for committee participation or special assignments. Our sole officer
and director will hold office until his successor is elected and qualified or
until his resignation is accepted in the manner provided in our
bylaws.





Summary
Compensation Table




There was
no compensation paid to any named executive officers during the period from June
16, 2008 (inception) through December 31, 2008.





Potential
Employment Agreement and Benefits




We do not
intend to enter into an employment agreement with Robert Papiri, our sole
executive officer, or provide any compensation or benefits to
him.


-34-




Potential
Payments Upon Termination or Change in Control




As of
March 31, 2009, there were no potential payments or benefits payable to our
named executive officers upon their termination or in connection with a change
in control.





Grants
of Plan-Based Awards in 2008





We have
not granted any plan-based awards to our named executive officers, since our
inception.





Outstanding
Equity Awards at Fiscal Year-End





We did
not have any outstanding equity awards to our named executive officers, as of
December 31, 2008, our fiscal year-end.





Option
Exercises and Stock Vested in 2008





Our named
executive officers did not exercise any options, nor did any unvested shares of
stock vest, during fiscal year 2008.  Our named executive officers do
not have any stock options or unvested shares of stock of the
Company.





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





The
following table sets forth certain information regarding beneficial ownership of
our common stock as of March 31, 2009, for:




• each
person or group known to us to beneficially own 5% or more of our common
stock;





• each
of our directors and director nominees;





• each
of our named executive officers; and





• all of
our executive officers and directors as a group.





Unless
otherwise indicated below, to our knowledge, all persons listed below have sole
voting and investment power with respect to their shares of common stock, except
to the extent authority is shared by spouses under applicable law. Unless
otherwise indicated below, each entity or person listed below maintains an
address of 1560 Calais Drive, Miami, Florida  33141





The
number of shares beneficially owned by each shareholder is determined under
rules promulgated by the SEC. The information is not necessarily indicative of
beneficial ownership for any other purpose. Under these rules, beneficial
ownership includes any shares as to which the individual or entity has sole or
shared voting or investment power and any shares as to which the individual or
entity has the right to acquire beneficial ownership within 60 days after March
31, 2009, through the exercise of any stock option, warrant or other right. The
inclusion in the following table of those shares, however, does not constitute
an admission that the named shareholder is a direct or indirect beneficial
owner.


-35-


Beneficial
      owner
                
                Number of Shares
      Beneficially Owned
                (1)
                
                Percentage
      of Shares Outstanding(1)Narayan
      Capital Funding Corp.(2)
                
                
                2,700,000
                
                
                
                90
                %Willowhuasca
      Wellness, Inc.(2)(3)
                
                
                300,000
                
                
                
                10
                %All
      directors and executive officers as a group
                
                
                2,700,000
                
                
                
                90
                %


_______________





(1)
            The
      number of shares and percentage of class beneficially owned set forth
      above is determined under rules promulgated by the SEC and the information
      is not necessarily indicative of beneficial ownership for any other
      purpose. Under such rules, beneficial ownership includes any shares as to
      which the individual has sole or shared voting power or investment power
      and also any shares that the individual has the right to acquire within 60
      days through the exercise of stock options.  Unless otherwise
      indicated and pursuant to applicable community property laws, each person
      or entity named in the table has sole voting power and investment power
      with respect to all shares of common stock listed as owned by such person
      or entity.





(2)
            Robert
      Papiri, our President, Secretary, Treasurer and sole director, maintains
      sole voting and investment control of the shares held by Narayan Capital
      Funding Corp. As a result, Robert Papiri is deemed to beneficially own all
      of the shares of Common Stock held by Narayan Capital Funding
      Corp.





(3)
            Colleen
      Foyo maintains sole voting and investment control of Willowhuasca
      Wellness, Inc., and, as a result, is deemed to beneficially own such
      shares of common stock.




Item
13. Certain Relationships and Related Transactions, and Direcor
Independence.
  Related
Party Transactions
  On June 16,
2008, we issued 3,000,000 shares of our restricted common stock to
Willowhuasca Wellness, Inc., for a purchase price of $.001 per share, pursuant
to its investment of $3,000 in the Company.


All
related party transactions involving provision of services or tangible assets
were recorded at the exchange amount, which is the value established and agreed
to by the related parties reflecting arms length consideration payable for
similar services or transfers.




Neither
our sole officer and director nor any promoter or affiliate have, or proposes to
have, any direct or indirect material interest in any asset proposed to be
acquired through security holdings, contracts, options, or
otherwise.





It is not
currently anticipated that any salary, consulting fee, or finder’s fee shall be
paid to any of our sole officer and director, or to any other affiliate, if
any.  See “Executive Compensation”.


-36-





Our sole
officer and director, who is also deemed to beneficially own all of the shares
of Common Stock held by Narayan Capital Funding Corp., our majority shareholder,
may actively negotiate for or otherwise consent to the disposition of any
portion of the outstanding shares of Common Stock, as a condition to or in
connection with a Business Combination.  Therefore, it is possible
that the terms of any Business Combination will provide for the sale of some or
all of the shares of Common Stock held by the sole shareholder. However, it is
probable that other shareholders, if any, of the Company will not be afforded
the right to sell all or a portion of their shares of Common Stock, if any, in
connection with a Business Combination pursuant to the same terms that our sole
shareholder will be provided. Also, such other shareholders, if any, will not be
afforded an opportunity to approve or consent to the sale of the sole
shareholder's shares of Common Stock in connection with a Business Combination.
See “Business – Shell Corporation” and “- Selection of a Target Business and
Structuring of a Business Combination”. It is more likely than not that any sale
of securities by our sole shareholder to an acquisition candidate would be at a
price substantially higher than that originally paid by such sole shareholder.
Any payment to such sole shareholder in the context of an acquisition involving
us would be determined entirely by largely unforeseeable terms of a future
agreement with an unidentified business entity. See “Business - Shell
Corporation” and “- Selection of a Target Business and Structuring of a Business
Combination”.





Annual Report on
Form 10-K





Copies of
our Annual Report on Form 10-K, without exhibits, can be obtained without
charge from us at Alchemical Capital Corp., 1560 Calais Drive, Miami Beach,
Florida  33141.





Item
14.   Principal Accountant Fees and
Services.





The
following table sets forth fees billed to us for principal accountant fees and
services during the period from June 16, 2008 (inception) through December 31,
2008.





2008Audit
      Fees
                    
                    $
                    5,000Audit-Related
      Fees (1)
                    
                    
                    750Tax
      Fees
                    
                    
                    -All
      Other Fees
                    
                    
                    -Total
      Audit and Audit-Related Fees
                    
                    $
                    5,750


_________





(1)
            Audit-related
      fees incurred during 2008 include billings for services related to the
      report on Form 10-Q for the quarterly period ended September 30,
      2008.


-37-


Item
      15.Exhibits.
 
 (a)
              Exhibits


Exhibit
      No.
                  Description3.1
                  
                  Articles
      of Incorporation, as currently in effect*3.2
                  
                  Bylaws,
      as currently in effect*4.1
                  
                  Specimen
      common stock certificate*10.1
                  
                  Stock
      Purchase Agreement among Alchemical Capital Corp., Willowhuasca Wellness,
      Inc. and Narayan Capital Funding Corp. dated November 13,
      2008**23
                  
                  Consent
      of Lake & Associates, CPA’s LLC31.1
                  
                  302
      Certification – Robert Papiri (filed herewith)32.1
                  
                  906
      Certification – Robert Papiri (filed
herewith)


_______





*
              Previously
      filed with the SEC as exhibits on the registrant’s Form 10 General Form
      for Registration of Securities on July 23, 2008.**
              Previously
      filed with the SEC as an exhibit to the registrant’s Form 8-K on November
      13, 2008.











-38-





SIGNATURES





In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized, on the 31st day of March, 2009.




ALCHEMICAL
      CAPITAL CORP.By:
              /s/ Robert
      PapiriRobert
      PapiriPresident,
      Secretary and Treasurer
 -39-


Alchemical
Capital Corp.





Index to
Exhibits


ExhibitsExhibit
      23.1
              Consent
      of Lake & Associates, CPA’s LLCExhibit
      31.1
              302
      Certification – Robert PapiriExhibit
      32.1
              906
      Certification – Robert Papiri





-40-