SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K






x  ANNUAL REPORT
UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For
the fiscal year
ended:              January
31, 2010





 ̈  TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





For the transition period
from        ___________         to        ____________





Commission
file number:   333-152355





FUSIONTECH,
INC.


(Exact
name of registrant as specified in its charter)





Nevada
                26-1250093(State
      or other jurisdiction of incorporation or
                  organization)
                (I.R.S.
      Employer Identification
No.)





No. 8
Mingshui Road Changchun, Jilin Province, China 130000


(Address
of principal executive offices)   (Zip Code)





Registrant’s
      telephone number, including area
              code)
            86-431-8885-7725




Securities
registered pursuant to Section 12(b) of the Act:
 
 None.
  Securities
registered pursuant to Section 12(g) of the Act:
 
 Common
Stock, par value $.001 per share


Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined by
Rule 405 of the Securities Act.




Yes  ̈ | No x


Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.




Yes x No |  ̈ |


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




|  ̈


Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.




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




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




Yes x No  ̈





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and ask price of such common equity: As of January
31, 2010, the aggregate value of voting and non-voting common equity held by
non-affiliates was $23,350.




EXPLANATORY
NOTE
  This
Amendment No. 1 to FusionTech, Inc. (F.K.A. Zapnaps, Inc.) Form 10-K, originally
filed on April 1, 2010, is being filed solely to amend Item 9A(T), Controls and
Procedures, and to file updated and amended certifications (Exhibits 31.1 and
32.1)


-1-




TABLE OF
CONTENTS




Page
      NumberPART
      IItem
      1.
                                                      Business
                                                      
                                                      3Item
      1A.
                                                      Risk
      Factors
                                                      
                                                      4Item
      1B
                                                      Unresolved
      Staff Comments
                                                      
                                                      4Item
      2
                                                      Properties
                                                      
                                                      4Item
      3
                                                      Legal
      Proceedings
                                                      
                                                      5Item
      4
                                                      Submission
      of Matters to a Vote of Security Holders
                                                      
                                                      5PART
      IIItem
      5
                                                      Market
      for the Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                                                      
                                                      5Item
      6
                                                      Selected
      Financial Data
                                                      
                                                      5Item
      7
                                                      Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operation
                                                      
                                                      5Item
      7A
                                                      Quantitative
      and Qualitative Disclosure about Market Risk
                                                      
                                                      6Item
      8
                                                      Financial
      Statements and Supplementary Data
                                                      
                                                      6Item
      9
                                                      Changes
      an Disagreements With Accountants on Accounting and Financial
      Disclosure
                                                      
                                                      17Item
      9A
                                                      Controls
      and Procedures
                                                      
                                                      17Item
      9A(T)
                                                      Controls
      and Procedures
                                                      
                                                      17Item
      9B
                                                      Other
      Information
                                                      
                                                      18PART
      IIIItem
      10
                                                      Directors,
      Executive Officers and Corporate Governance
                                                      
                                                      19Item
      11
                                                      Executive
      Compensation
                                                      
                                                      21Item
      12
                                                      Security
      Ownership of Certain Beneficial Owners and Management
                                                      
                                                      21Item
      13
                                                      Certain
      Relationships and Related Transactions and Director
      Independence
                                                      
                                                      22Item
      14
                                                      Principal
      Accounting Fees and Services
                                                      
                                                      22PART
      IVItem
      15
                                                      Exhibits
      and Financial Statement Schedules
                                                      
                                                      22


-2-




PART
1




Item 1:
Business




Overview




ZAPNAPS,
INC. (“ZapNaps”, "the Company", “our” or "we") was incorporated in the State of
Nevada as a for-profit company on October 10, 2007. ZapNaps is a
development-stage company organized to produce and distribute a mini paper towel
that Velcro into cars and small spaces. Our product will be convenient,
accessible and will present a unique wet/dry cleaning combination because it
will come with a scented mini spray cleaning solution, designed to keep the
inside of the vehicles clean and with a long-lasting perfume.




The
Company has not been involved in any bankruptcy, receivership or similar
proceedings since its incorporation nor has it been involved in any
reclassification, merger or consolidation. We have no plans to change our
business activities.




General




ZAPNAPS,
INC.’s intend to produce a product called ZapNaps, which is a multi-purpose mini
paper towel specially designed to be used inside the vehicles and small spaces.
Because of its reduced size and the fact that it can be fixed anywhere with a
Velcro system, it is always accessible whenever needed, even while driving.
ZapNaps can be used either dry or wet in any cleaning need. It will come with a
mini spray that contains a very powerful scented cleaning solution which also
acts as an air purifier with its long-lasting perfume.




Our
marketing campaign will include: ZapNaps Exposition in Auto Trade Shows, where
we will distribute some samples and do demonstrations; advertisement in
television and marketing online through our website.




We have
not yet entered into any agreements to manufacture our products
yet.




Our
president and director has invested $10,000 in the Company. A total of 32 other
investors have invested a further $13,750 in the Company through the purchase of
common shares. At the present time, we have not made any arrangements to raise
additional cash. We will need additional cash and if we are unable to raise it,
we will either suspend marketing operations until we do raise the cash necessary
to continue our business plan, or we cease operations entirely.




If we are
unable to complete any phase of our business plan or marketing efforts because
we don’t have enough money, we will cease our development and/or marketing
activities until we raise money. Attempting to raise capital after failing in
any phase of our business plan would be difficult. As such, if we cannot secure
additional funds we will have to cease operations and investors will lose their
entire investment.


-3-


Plan of
Operation




To date,
we have not generated enough funds to implement our business plan. Over the next
12 month period, we expect to raise enough capital in order to successfully
complete the following Plan of Operations to start our business activities. The
first stage of our operations over this period will be the production of
samples. We expect to complete this step within 75 days after we raise enough
capital.




The
second stage will be dedicated to the development of our company’s website and
start the research of auto trade shows events. We expect to completely develop
the website in 120 days after we raise enough capital.




The third
stage will be our Marketing and Sales campaign: the exposition in Auto Trade
Shows and TV Advertisement. We expect to complete this stage within 270 days
after we raise enough capital.




The last
stage consists in the initial mass production and distribution of our products.
We expect to be fully operational within 360 days after raising enough capital
to complete this Plan of Operations.




We do not
currently have any employees and management does not plan to hire employees at
this time. We do not expect the purchase or sale of any significant equipment
and the Company has no current material commitments.




The
Company has raised $13,350 in cash to initiate its business plan through the
sale of its common stock. The amount raised from our stock offering is
insufficient and we will need additional cash to continue to implement our
business plan. If we are unable to raise it, we will either suspend marketing
operations until we do raise the cash, or cease operations entirely. Other than
as described in this paragraph, we have no other financing plans.




If we are
unable to complete any aspect of our development or marketing efforts because we
don’t have enough money, we will cease our development and/or marketing
operations until we raise money. Attempting to raise capital after failing in
any phase of our business plan would be difficult. As such, if we cannot secure
additional proceeds we will have to cease operations and investors would lose
their entire investment.




Management
does not plan to hire additional employees at this time. Our President will be
responsible for the initial product sourcing. We intend to hire sales
representatives initially on a commission only basis to keep administrative
overhead to a minimum. We will use third party web designers to build and
maintain our website.




We do not
expect to be purchasing or selling plant or significant equipment during the
next twelve months.




Item 1A.
Risk Factors




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




Item 1B.
Unresolved Staff Comments




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




Item 2.
Properties




We do not
own any real estate or other properties. The Company’s office is located at 112
North Curry Street, Carson City, 89703.


-4-


Item 3.
Legal Proceedings




The
Company is not a party to any pending legal proceedings, and no such proceedings
are known to be contemplated.




No
director, officer, or affiliate of the issuer and no owner of record or
beneficiary of more than 5% of the securities of the issuer, or any security
holder is a party adverse to the small business issuer or has a material
interest adverse to the small business issuer.




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




None




PART
II




Item 5.
Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchase of Equity Securities




As of
January 31, 2010 the Company had thirty-two (32) active shareholders of record.
The company has not paid cash dividends and has no outstanding
options.




Item 6.
Selected Financial Data




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




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




The
following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our financial statements and
related notes included elsewhere in this report.




This
interim report contains forward looking statements relating to our Company's
future economic performance, plans and objectives of management for future
operations, projections of revenue mix and other financial items that are based
on the beliefs of, as well as assumptions made by and information currently
known to, our management. The words "expects”, “intends”, “believes”,
“anticipates”, “may”, “could”, “should" and similar expressions and variations
thereof are intended to identify forward-looking statements. The cautionary
statements set forth in this section are intended to emphasize that actual
results may differ materially from those contained in any forward looking
statement.




Our
auditor’s report on our January 31, 2010 financial statements expresses an
opinion that substantial doubt exists as to whether we can continue as an
ongoing business. Since our officer and director may be unwilling or unable to
loan or advance us additional capital, we believe that if we do not raise
additional capital over the next 12 months, we may be required to suspend or
cease the implementation of our business plans. See “January 31, 2010 Audited
Financial Statements - Auditors Report.”




As of
January 31, 2010, ZapNaps had $196 cash on hand and in the bank. Management
believes this amount will not satisfy our cash requirements for the next twelve
months or until such time that additional proceeds are raised. We plan to
satisfy our future cash requirements - primarily the working capital required
for the development of our course guides and marketing campaign and to offset
legal and accounting fees - by additional equity financing. This will likely be
in the form of private placements of common stock.




Management
believes that if subsequent private placements are successful, we will be able
to generate sales revenue within the following twelve months thereof. However,
additional equity financing may not be available to us on acceptable terms or at
all, and thus we could fail to satisfy our future cash
requirements.


-5-




If
ZapNaps is unsuccessful in raising the additional proceeds through a private
placement offering it will then have to seek additional funds through debt
financing, which would be highly difficult for a new development stage company
to secure. Therefore, the company is highly dependent upon the success of the
anticipated private placement offering and failure thereof would result in
ZapNaps having to seek capital from other sources such as debt financing, which
may not even be available to the company. However, if such financing were
available, because ZapNaps is a development stage company with no operations to
date, it would likely have to pay additional costs associated with high risk
loans and be subject to an above market interest rate. At such time these funds
are required, management would evaluate the terms of such debt financing and
determine whether the business could sustain operations and growth and manage
the debt load. If ZapNaps cannot raise additional proceeds via a private
placement of its common stock or secure debt financing it would be required to
cease business operations. As a result, investors in ZapNaps common stock would
lose all of their investment.




ZapNaps
does not anticipate obtaining any further products or services.




Results
of Operations




We did
not generate any revenue during the fiscal year ended January 31, 2010 and 2009.
We incurred operating expenses in the amount of $14,940 and $18,914 in the
fiscal year ended January 31, 2010 and 2009. These operating expenses were
comprised of professional fees and office and general expenses. Expense
decreased $3,974 due to the decrease in professional fee.


Since
inception we have incurred operating expenses of $38,267.




ZapNaps
has no current plans, preliminary or otherwise, to merge with any other
entity.




Off
Balance Sheet Arrangements.




As of the
date of this Annual Report, the current funds available to the Company will not
be sufficient to continue operations. The cost to establish the Company and
begin operations is estimated to be approximately $70,000 over the next twelve
months and the cost of maintaining our reporting status is estimated to be
$12,000 over this same period. The officer and director, Peggy Irene Lalor has
undertaken to provide the Company with operating capital to sustain our business
over the next twelve month period as the expenses are incurred in the form of a
non-secured loan. However, there is no contract in place or written agreement
securing this agreement. Management believes that if the Company cannot raise
sufficient revenues or maintain its reporting status with the SEC it will have
to cease all efforts directed towards the Company. As such, any investment
previously made would be lost in its entirety.




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




Item 7A.
Quantitative and Qualitative Disclosures about Market Risk




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




Item 8.
Financial Statements and Supplementary Data


-6-





ZAPNAPS,
INC.


(A
Development Stage Company)




FINANCIAL
STATEMENTS




January
31, 2010




BALANCE
      SHEETSSTATEMENTS
      OF OPERATIONSSTATEMENTS
      OF CHANGE IN STOCKHOLDERS’ EQUITY (DEFICIT)STATEMENTS
      OF CASH FLOWSNOTES
      TO FINANCIAL STATEMENTS




-7-




Chang
G. Park, CPA, Ph. D.


•
2667 CAMINO DEL RIO S. PLAZA B • SAN DIEGO • CALIFORNIA 92108-3707
•


•
TELEPHONE (858)722-5953 • FAX (858) 761-0341 • FAX (858) 433-2979


• E-MAIL changgpark@gmail[dot]com•




Report of Independent
Registered Public Accounting Firm




To
the Board of Directors and Stockholders


Zapnaps,
Inc.




We
have audited the accompanying balance sheets of Zapnaps, Inc. (A Development
Stage “Company”) as of January 31, 2010 and 2009 and the related statements of
operations, changes in shareholders’ equity and cash flows for the year ended
January 31, 2010 and 2009, and for the period from October 10, 2007 (inception)
to January 31, 2010. These financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on these
financial statements based on our audits.




We
conducted our 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. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.




In
our opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Zapnaps, Inc. as of January 31,
2010 and 2009 , and the result of its operations and its cash flows for the year
ended and for the period from October 10, 2007 (inception) to January 31, 2010
in conformity with U.S. generally accepted accounting principles.




The
financial statements have been prepared assuming that the Company will continue
as a going concern. As discussed in Note 1 to the consolidated financial
statements, the Company’s losses from operations raise substantial doubt about
its ability to continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.




/s/Chang ParkCHANG
      G. PARK, CPA





April
1, 2010


San
Diego, CA.





Member
of the California Society of Certified Public Accountants


Registered
with the Public Company Accounting Oversight Board


-8-


ZAPNAPS,
INC.


(A
Development Stage Company)


BALANCE
SHEETS


Audited




January 31, 2010
                                                                              
                                                                              
                                                                              January 31, 2009ASSETSCURRENT
      ASSETSCash
                                                                              
                                                                              $
      196
                                                                              
                                                                              
                                                                              $
      8,636Total
      current assets
                                                                              
                                                                              196
                                                                              
                                                                              
                                                                              8,636Total
      Assets
                                                                              
                                                                              $
      196
                                                                              
                                                                              
                                                                              $
      8,636LIABILITIES
      AND STOCKHOLDER’S EQUITY (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable and accrued liabilities
                                                                              
                                                                              $
      10,500
                                                                              
                                                                              
                                                                              $
      7,000Due
      to related party
                                                                              
                                                                              4,213
                                                                              
                                                                              
                                                                              1,213Total
      current liabilities
                                                                              
                                                                              14,713
                                                                              
                                                                              
                                                                              8,213Total
      Liabilities
                                                                              
                                                                              $
      14,713
                                                                              
                                                                              
                                                                              $
      8,213STOCKHOLDER’S
      EQUITY (DEFICIT)Capital
      stockAuthorized
      75,000,000 shares of common stock, $0.001 par value,Issued and
      outstanding 10,550,000 shares of common stock as of January 31, 2010 and
      January 31, 2009
                                                                              
                                                                              10,550
                                                                              
                                                                              
                                                                              10,550Additional
      Paid-in Capital
                                                                              
                                                                              13,200
                                                                              
                                                                              
                                                                              13,200Deficit
      accumulated during the development stage
                                                                              
                                                                              (38,267
                                                                              )
                                                                              
                                                                              (23,327
                                                                              )Total
      stockholder’s equity (deficit)
                                                                              
                                                                              (14,517
                                                                              )
                                                                              
                                                                              423Total
      liabilities and stockholder’s equity (deficit)
                                                                              
                                                                              $
      196
                                                                              
                                                                              
                                                                              $
      8,636




See
accompanying Notes to Financial Statements


-9-




ZAPNAPS,
INC.


(A
Development Stage Company)


STATEMENTS
OF OPERATIONS


Audited




Year Ended
                                                                                                      January 31, 2010
                                                                                                    
                                                                                                    
                                                                                                    Year Ended
                                                                                                      January 31, 2009
                                                                                                    
                                                                                                    
                                                                                                    October 10, 2007
                                                                                                      (inception) to
                                                                                                      January 31, 2010REVENUERevenue
                                                                                                    
                                                                                                    $
      -
                                                                                                    
                                                                                                    
                                                                                                    $
      -
                                                                                                    
                                                                                                    
                                                                                                    $
      -EXPENSESOffice
      and general
                                                                                                    
                                                                                                    $
      1,299
                                                                                                    
                                                                                                    
                                                                                                    $
      1,155
                                                                                                    
                                                                                                    
                                                                                                    $
      3,867Professional
      fees
                                                                                                    
                                                                                                    13,641
                                                                                                    
                                                                                                    
                                                                                                    17,759
                                                                                                    
                                                                                                    
                                                                                                    34,400Total
      General & Admin. Expenses
                                                                                                    
                                                                                                    14,940
                                                                                                    
                                                                                                    
                                                                                                    18,914
                                                                                                    
                                                                                                    
                                                                                                    38,267NET
      LOSS
                                                                                                    
                                                                                                    $ (14,940)
                                                                                                    
                                                                                                    
                                                                                                    $ (18,914)
                                                                                                    
                                                                                                    
                                                                                                    $ (38,267)BASIC
      NET LOSS PER SHARE
                                                                                                    
                                                                                                    $ (0.00)
                                                                                                    
                                                                                                    
                                                                                                    $ (0.00)WEIGHTED
      AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
                                                                                                    
                                                                                                    10,550,000
                                                                                                    
                                                                                                    
                                                                                                    10,158,432





See
accompanying Notes to Financial Statement


-10-


ZAPNAPS,
INC.


(A
Development Stage Company)


STATEMENT
OF CHANGES IN STOCKHOLDER’S EQUITY (DEFICIT)




FROM
OCTOBER 10, 2007 (Inception) TO JANUARY 31, 2010




Common Stock
                                                            
                                                            
                                                            Additional
                                                              Paid-in
                                                              Capital
                                                            
                                                            
                                                            Deficit Accumulated
                                                              Duringthe
                                                              Development Stage
                                                            
                                                            
                                                            TotalNumber of shares
                                                            
                                                            
                                                            AmountBalance,
      October 10, 2007
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            $
                                                            -
                                                            
                                                            
                                                            $
                                                            -
                                                            
                                                            
                                                            $
                                                            -
                                                            
                                                            
                                                            $
                                                            -Common
      stock issued for cash at $0.001per
      share December 3, 2007
                                                            
                                                            
                                                            10,000,000
                                                            
                                                            
                                                            
                                                            10,000
                                                            
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            10,000Net
      loss year ended January 31, 2008
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            (4,413
                                                            )
                                                            
                                                            
                                                            (4,413
                                                            )Balance,
      January 31, 2008
                                                            
                                                            
                                                            10,000,000
                                                            
                                                            
                                                            $
                                                            10,000
                                                            
                                                            
                                                            $
                                                            -
                                                            
                                                            
                                                            $
                                                            (4,413
                                                            )
                                                            
                                                            $
                                                            5,587Common
      stock issued for cash at $0.025
                                                            
                                                            
                                                            550,000
                                                            
                                                            
                                                            
                                                            550
                                                            
                                                            
                                                            
                                                            13,200
                                                            
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            13,750Net
      loss, year ended January 31, 2009
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            (18,914
                                                            )
                                                            
                                                            
                                                            (18,914
                                                            )Balance,
      January 31, 2009
                                                            
                                                            
                                                            10,550,000
                                                            
                                                            
                                                            $
                                                            10,550
                                                            
                                                            
                                                            $
                                                            13,200
                                                            
                                                            
                                                            $
                                                            (23,327
                                                            )
                                                            
                                                            $
                                                            423Net
      loss, year ended January 31, 2010
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            (14,940
                                                            )
                                                            
                                                            
                                                            (14,940
                                                            )Balance,
      January 31, 2010 (Audited)
                                                            
                                                            
                                                            10,550,000
                                                            
                                                            
                                                            $
                                                            10,550
                                                            
                                                            
                                                            $
                                                            13,200
                                                            
                                                            
                                                            $
                                                            (38,267
                                                            )
                                                            
                                                            $
                                                            (14,517
                                                            )




See
accompanying Notes to Financial Statement


-11-




ZAPNAPS,
INC.


(A
Development Stage Company)




STATEMENTS
OF CASH FLOWS


(Audited)




Year ended
                                                                          January 31, 2010
                                                                        
                                                                        
                                                                        Year ended
                                                                          January 31, 2009
                                                                        
                                                                        
                                                                        October 10, 2007
                                                                          (date of inception)
                                                                          to
                                                                          January 31, 2010CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                                                                        
                                                                        $
                                                                        (
      14,940
                                                                        )
                                                                        
                                                                        $
                                                                        (18,914
                                                                        )
                                                                        
                                                                        $
                                                                        (38,267
                                                                        )Adjustment to reconcile net loss
      to net cash used inoperatingactivitiesChanges
      in operating assets and liabilitiesIncrease
      (decrease) in accrued expenses
                                                                        
                                                                        
                                                                        3,500
                                                                        
                                                                        
                                                                        
                                                                        4,000
                                                                        
                                                                        
                                                                        
                                                                        10,500NET
      CASH USED IN OPERATING ACTIVITIES
                                                                        
                                                                        
                                                                        (11,440
                                                                        )
                                                                        
                                                                        
                                                                        (14,914
                                                                        )
                                                                        
                                                                        
                                                                        (27,767
                                                                        )CASH
      FLOWS FROM INVESTING ACTIVITIESNet
      cash provided by (used in) investing activities
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -CASH
      PROVIDED BY FINANCING ACTIVITIESIncrease
      in shareholder loan
                                                                        
                                                                        
                                                                        3,000
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        4,213Proceeds
      from sale of common stock
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        13,750
                                                                        
                                                                        
                                                                        
                                                                        23,750NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                                                                        
                                                                        
                                                                        3,000
                                                                        
                                                                        
                                                                        
                                                                        13,750
                                                                        
                                                                        
                                                                        
                                                                        27,963NET
      INCREASE (DECREASE) IN CASH
                                                                        
                                                                        
                                                                        (8,440
                                                                        )
                                                                        
                                                                        
                                                                        (1,164
                                                                        )
                                                                        
                                                                        
                                                                        196CASH,
      BEGINNING OF YEAR
                                                                        
                                                                        
                                                                        8,636
                                                                        
                                                                        
                                                                        
                                                                        9,800
                                                                        
                                                                        
                                                                        
                                                                        -CASH,
      END OF YEAR
                                                                        
                                                                        $
                                                                        196
                                                                        
                                                                        
                                                                        $
                                                                        8,636
                                                                        
                                                                        
                                                                        $
                                                                        196Supplemental
      cash flow information and non-cash financing activities:Cash
      paid for:Interest
                                                                        
                                                                        $
                                                                        -
                                                                        
                                                                        
                                                                        $
                                                                        -
                                                                        
                                                                        
                                                                        $
                                                                        -Income taxes
                                                                        
                                                                        $
                                                                        -
                                                                        
                                                                        
                                                                        $
                                                                        -
                                                                        
                                                                        
                                                                        $
                                                                        -




See
accompanying Notes to Financial Statement


-12-


ZAPNAPS,
INC.


(A
Development Stage Company)


NOTES
TO THE FINANCIAL STATEMENTS


(Audited)




January
31, 2010





NOTE
1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION





Zapnaps,
Inc. (“Company”) is in the initial development stage and has incurred losses
since inception totalling $38,267. The Company was incorporated on October 10,
2007 in the State of Nevada and established a fiscal year end of January 31. The
Company is a development stage enterprise organized to produce and distribute
mini paper towels for use in the automotive industry.




The
financial information is unaudited. In the opinion of management, all
adjustments necessary to present fairly the financial position as of January 31,
2010 and the results of operations, stockholders' equity and cash flows
presented herein have been included in the financial statements.




Going
concern


The
ability of the Company to continue as a going concern is dependent on raising
capital to fund its business plan and ultimately to attain profitable
operations. Accordingly, these factors raise substantial doubt as to the
Company’s ability to continue as a going concern. The Company is funding its
initial operations by way of issuing Founder’s shares. As of January 31, 2010,
the Company had issued 10,000,000 Founder’s shares at $0.001 per share and
550,000 common shares @$0.025 for net funds to the Company of
$23,750.





NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES







Basis
of Presentation


The
financial statements present the balance sheet, statements of operations,
stockholders' equity (deficit) and cash flows of the Company. These financial
statements are presented in United States dollars and have been prepared in
accordance with accounting principles generally accepted in the United
States.




Use
of Estimates and Assumptions


Preparation
of the financial statements in conformity with accounting principles generally
accepted in the United States 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 follows the liability method of accounting for income taxes in
accordance with ASC 740. Under this method, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax balances. Deferred tax assets and
liabilities are measured using enacted or substantially enacted tax rates
expected to apply to the taxable income in the years in which those differences
are expected to be recovered or settled. Deferred tax assets are reduced by a
valuation allowance when, in the opinion of management, it is more likely than
not that some portion or all of the deferred tax assets will not be realized.
The effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the date of enactment or
substantive enactment.


-13-





ZAPNAPS,
INC.


(A
Development Stage Company)


NOTES
TO THE FINANCIAL STATEMENTS


(Audited)




January
31, 2010





NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Net
Loss per Share


Basic
loss per share includes no dilution and is computed by dividing loss available
to common stockholders by the weighted average number of common shares
outstanding for the period. Dilutive loss per share reflects the potential
dilution of securities that could share in the losses of the Company. Because
the Company does not have any potentially dilutive securities, the accompanying
presentation is only of basic loss per share. Diluted earnings (loss) per share
are the same as basic earnings (loss) per share due to the lack of dilutive
items in the Company.




Foreign
Currency Translation


The
financial statements are presented in United States dollars. In accordance with
ASC 830, "Foreign Currency Translation", foreign denominated monetary assets and
liabilities are translated to their United States dollar equivalents using
foreign exchange rates which prevailed at the balance sheet date. Non-monetary
assets and liabilities are translated at exchange rates prevailing at the
transaction date. Revenue and expenses are translated at average rates of
exchange during the periods presented. Related translation adjustments are
reported as a separate component of stockholder’s equity (deficit), whereas
gains or losses resulting from foreign currency transactions are included in
results of operations




Stock-based
Compensation


The
Company has not adopted a stock option plan and has not granted any stock
options. Accordingly no stock-based compensation has been recorded to
date.






Share
Based Expenses


In
December 2004, the Financial Accounting Standards Board (“FASB”) issued ASC 718
and 505 “Share Based Payment.” This statement requires a public entity to
expense the cost of employee services received in exchange for an award of
equity instruments. This statement also provides guidance on valuing and
expensing these awards, as well as disclosure requirements of these equity
arrangements. The Company adopted ASC 718 and 505 upon creation of the company
and expenses share based costs in the period incurred.




Recent
Accounting Pronouncements


In May
2009, FASB issued ASC 855, Subsequent Events , which
establishes general standards of for the evaluation, recognition and disclosure
of events and transactions that occur after the balance sheet date. Although
there is new terminology, the standard is based on the same principles as those
that currently exist in the auditing standards. The standard, which includes a
new required disclosure of the date through which an entity has evaluated
subsequent events, is effective for interim or annual periods ending after June
15, 2009. The adoption of ASC 855 did not have a material effect on the
Company’s financial statements.




Generally Accepted Accounting
Principles


-14-






ZAPNAPS,
INC.


(A
Development Stage Company)


NOTES
TO THE FINANCIAL STATEMENTS


(Audited)




January
31, 2010





NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





from
those issued by the SEC. ASC 105 does not change current U.S. GAAP, but is
intended to simplify user access to all authoritative U.S. GAAP by providing all
authoritative literature related to a particular topic in one place. The
adoption of ASC 105 did not have a material impact on the Company’s financial
statements, but did eliminate all references to pre-codification
standards.




The
Company has implemented all new accounting pronouncements that are in effect and
that may impact its financial statements and does not believe that there are any
other new accounting pronouncements that have been issued that might have a
material impact on its financial position or results of operations.




The
Company’s financial statements are prepared in accordance with generally
accepted accounting principles applicable to a going concern. This contemplates
the realization of assets and the liquidation of liabilities in the normal
course of business. Currently, the Company does not have cash nor material
assets, nor does it have operations or a source of revenue sufficient to cover
its operation costs and allow it to continue as a going concern. The Company
will be dependent upon the raising of additional capital through placement of
our common stock in order to implement its business plan, or merge with an
operating company. There can be no assurance that the Company will be successful
in either situation in order to continue as a going concern. The officers and
directors have committed to advancing certain operating costs of the
Company.







NOTE
3 - FAIR VALUE OF FINANCIAL INSTRUMENTS





In
accordance with the requirements of ASC 825 and ASC 820, the Company has
determined the estimated fair value of financial instruments using available
market information and appropriate valuation methodologies. The fair value of
financial instruments classified as current assets or liabilities approximate
their carrying value due to the short-term maturity of the
instruments.





NOTE
4 – INCOME TAXES





The
Company has adopted ASC 740 for reporting purposes. As of January 31, 2010 the
Company had net operating loss carry forwards of approximately $38,267 that may
be available to reduce future years’ taxable income and will expire beginning in
2028. Availability of loss usage is subject to change of ownership limitations
under Internal Revenue Code 382. Future tax benefits which may arise as a result
of these losses have not been recognized in these financial statements, as their
realization is determined not likely to occur and accordingly, the Company has
recorded a valuation allowance for the future tax loss
carryforwards.


-15-


ZAPNAPS,
INC.


(A
Development Stage Company)


NOTES
TO THE FINANCIAL STATEMENTS


(Audited)


January
31, 2010


NOTE
5 – STOCK TRANSACTIONS





The
Company’s capitalization is 75,000,000 common shares with a par value of $0.001
per share. No preferred shares have been authorized or issued.




As of
January 31, 2010, the Company has not granted any stock options and has not
recorded any stock-based compensation.




On
December 3, 2007, the sole Director purchased 10,000,000 shares of the common
stock in the Company at $0.001 per share for $10,000.




From
September to December, 2008, the Company issued 550,000 shares of the common
stock at $0.025 per share for $13,750





NOTE
6 – RELATED PARTY TRANSACTIONS





As of
January 31, 2010, the balance of the Company received advances from a Director
in the amount of $4,213 to pay for incorporation costs and filing fees. The
amounts due to the related party are unsecured and non-interest bearing with no
set terms of repayment.







NOTE
7– STOCKHOLDERS’ EQUITY





The
stockholders’ equity section of the Company contains the following classes of
Capital Stock as of January 31, 2010:




•
            Common stock, $0.001 par value:
      75,000,000 shares authorized: 10,550,000 shares issued and
      outstanding







NOTE
8– SUBSEQUENT EVENT





The
Company has evaluated subsequent events through the date the financial
statements were issued and filed with the Securities and Exchange Commission.
The Company has determined that there were no such events that warrant
disclosure or recognition in the financial statements.


-16-


Item 9.
Changes and Disagreements with Accounts on Accounting and Financial
Disclosure




Our
auditors are Chang G. Park, CPA – PCAOB Practice, operating from their offices
in San Diego, CA. There have not been any changes in or disagreements with our
accountants on accounting, financial disclosure or any other
matter.




Item
9A(T). Controls and Procedures




Disclosure
Controls and Procedures
 
 We
carried out an evaluation, under the supervision and with the participation of
our Chief Executive Officer (“CEO”), who is also our Chief Financial Officer
(“CFO”), the Company’s principal executive officer and principal financial
officer, of the design and effectiveness of our “disclosure controls and
procedures” (as defined under Rules 13a-15(e) and 15d-15(e) of the Securities
Exchange Act of 1934) as of the end of the period covered by this report.Based on this evaluation,
our CEO/CFO concluded that as of the end of the period covered by this report,
these disclosure controls and procedures were not effective. The conclusion that
our disclosure controls and procedures were not effective was due to the
presence of the following material weaknesses in disclosure controls and
procedures which are indicative of many small companies with small staff: (i)
inadequate segregation of duties and effective risk assessment as the Company
had only one officer and director (ii) insufficient written policies and
procedures for accounting and financial reporting with respect to the
requirements and application of both US GAAP and SEC Guidelines; and (iii)
inadequate security and restricted access to computer systems including
insufficient disaster recovery plans; and (iv) no written whistleblower policy.
Our CEO/CFO plans to implement appropriate disclosure controls and procedures to
remediate these material weaknesses, including (i) appointing additional
qualified personnel to address inadequate segregation of duties and ineffective
risk management; (ii) adopt sufficient written policies and procedures for
accounting and financial reporting and a whistle blower policy; and (iii)
implement sufficient security and restricted access measures regarding our
computer systems and implement a disaster recovery plan.
  Internal
Control over Financial Reporting
 Our Chief
Executive Officer, who is also our Chief Financial Officer, is responsible for
establishing and maintaining adequate internal control over financial reporting
as defined under Rule 13a-15(f) and Rule 15d-15(f) under the Securities Exchange
Act of 1934. As of January 31, 2010 our CEO/CFO assessed the effectiveness of
the Company’s internal control over financial reporting based on the criteria
for effective internal control set forth in the report entitled “Internal
Control — Integrated Framework” published by the Committee of Sponsoring
Organizations (“COSO”) of the Treadway Commission. Based on that evaluation, our
CEO/CFO concluded that, during the period covered by this report, such internal
controls and procedures were not effective to detect the inappropriate
application of US GAAP rules as more fully described below. This was due to
deficiencies that existed in the design or operation of our internal control
over financial reporting that adversely affected our internal controls and that
may be considered to be material weaknesses.
 
 The
matters involving internal controls and procedures that the Company’s CEO/CFO
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee and
lack of a majority of outside directors on the Company's board of directors,
resulting in ineffective oversight in the establishment and monitoring of
required internal controls and procedures; (2) inadequate segregation of duties
consistent with control objectives; (3) insufficient written policies and
procedures for accounting and financial reporting with respect to the
requirements and application of US GAAP and SEC disclosure requirements; and (4)
ineffective controls over period end financial disclosure and reporting
processes. The aforementioned material weaknesses were identified by the
Company's CEO/CFO in connection with his review of our financial statements as
of January 31, 2010.
 
 Our
CEO/CFO believes that the material weaknesses set forth in items (2), (3) and
(4) above did not have an effect on the Company's financial results. However,
our CEO/CFO believes that the lack of a functioning audit committee and lack of
a majority of outside directors on the Company's board of directors, results in
ineffective oversight of the establishment and monitoring of required internal
controls and procedures.


-17-
  We are
committed to improving our financial organization. As part of this commitment,
we will create a position to  segregate duties consistent with control
objectives and will increase our personnel resources and technical accounting
expertise within the accounting function when funds are available to the
Company: i) Appointing one or more outside directors to our board of directors
who shall be appointed to the audit committee of the Company resulting in a
fully functioning audit committee who will undertake the oversight in the
establishment and monitoring of required internal controls and procedures; and
ii) Preparing and implementing sufficient written policies and checklists which
will set forth procedures for accounting and financial reporting with respect to
the requirements and application of US GAAP and SEC disclosure
requirements.
  Our
CEO/CFO believes that the appointment of more outside directors, who shall be
appointed to a fully functioning audit committee, will remedy the lack of a
functioning audit committee and a lack of a majority of outside directors on the
Company's Board. In addition, our CEO/CFO believes that preparing and
implementing sufficient written policies and checklists will remedy the
following material weaknesses (i) insufficient written policies and procedures
for accounting and financial reporting with respect to the requirements and
application of US GAAP and SEC disclosure requirements; and (ii) ineffective
controls over period end financial close and reporting processes. Further, our
CEO/CFO believes that the hiring of additional personnel who have the technical
expertise and knowledge will result proper segregation of duties and provide
more checks and balances within the Company. Additional personnel will also
provide the cross training needed to support the Company if personnel turn over
issues within the Company occur. This coupled with the appointment of additional
outside directors will greatly decrease any control and procedure issues the
company may encounter in the future.
 
 We will
continue to monitor and evaluate the effectiveness of our internal controls and
procedures and our internal controls over financial reporting on an ongoing
basis and are committed to taking further action and implementing additional
enhancements or improvements, as necessary and as funds allow.
 
 There
have been no significant changes in our internal controls over financial
reporting that occurred during the quarter ended January 31, 2010 that have
materially affected or are reasonably likely to materially affect, our internal
controls over financial reporting.
 
 This
annual report does not include an attestation report of the Company’s
independent registered 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 Securities and Exchange Commission that permit the Company to
provide its management report in the Annual Report.






Part 9B.
Other Information




None


-18-




PART
III




Item 10.
Directors, Executive Officers and Corporate Governance




Our sole
director serves until her successor is elected and qualified. Our sole officer
is elected by the Board of Directors to a term of one (1) year and serves until
her successor is duly elected and qualified, or until she is removed from
office. The Board of Directors has no nominating or compensation committees. The
company’s current Audit Committee consists of our sole officer and
director.




The
names, addresses, ages and positions of our present sole officer and our
directors are set forth below:




Name
                Age
                
                Position(s)Peggy
      Irene Lalor
                51
                
                President,
      Secretary/ Treasurer, Chief Financial Officer and Chairman of the Board of
      Directors.




The
person named above has held her offices/positions since inception of our company
and is expected to hold her offices/positions at least until the next annual
meeting of our stockholders. Directors receive no compensation for serving on
the Board of Directors




Background
of officers and Directors




Peggy
Irene Lalor




Peggy
Irene Lalor is a leader who quickly gains respect and confidence of people
allowing her to generate enthusiasm, motivate, communicate, persuade as well as
be persuaded. She is independent, a self starter, who enjoys being part of a
team, can delegate, make decisions, is receptive to change, questions the status
quo and able to see the big picture with a fresh perspective to find innovative
solutions. She is a visionary who has the unique ability to pull the required
resources together to bring a vision to life. She is an entrepreneur who is
attracted to challenging assignments in expanding new markets and would like
work in Sales/Marketing/ Business Development.




Business
Development/Sales & Marketing Experience




2004
- Present




Marketing Director for United
Equities in Calgary, AB. Plan and oversee marketing & sales management for
several companies including: ALW
Canada/hotelwaterparks.com - a manufacturer and designer of Waterslides
& Waterparks for hotels and amusement parks, Talent
Rock Holdings – an internet based business attracting actors, singers,
dancers & models to connect with agents, managers & recording studios
through web hosting sites and events in world class resorts. Peggy is a partner
in the creation, development and funding of a new style destination resort “
Xventure Resorts ”
offering the thrill and adrenaline rush of extreme adventure sports in a safe
and controlled environment, combined with an extreme "X2O" water park and
surrounded by healthy lifestyle choices.




1995
- 2004




Developed
and owned the largest outdoor sports and music festival in the U.S. which was
created to promote the Columbia River Gorge, Oregon. This 8 day event began in
1996 and ran


-19-


for 7
years attracting world class athletes and media from around the world. The Gorge Games grew to a $2.7
million annual budget (sponsor generated), $200,000 prize money, aired
nationally on NBC Sports, Outdoor Life Network and in 20+ countries worldwide.
As visionary/owner/developer, Peggy Lalor created partnerships, hired &
managed staff, built a brand through broad marketing initiatives in a variety of
media partnerships, sold million dollar sponsorships, managed legal issues,
financial budgets, community and industry relations.




Other
Entrepreneurial Pursuits from 1986 - Present




Created
concept, built prototype and established manufacturing, of a miniature paper
towel roll and spray cleaner that Velcro into cars and small spaces called ZapNaps.




Designed
and manufactured a line of unique floatable swimsuits for children called Float-eez . Trademarked,
created packaging and sold to major department store before abandoning project
because of liability issues.




Designed
small boat that worked in five different modes; windsurfer, sailing dingy,
rowing shell, paddle and motor boat called “Take-5”. Now marketed by
Dreams Away Leisure Products, Vancouver BC. 1990




Created
and marketed a unique style ofbeach shorts made of soft cotton flannel named “
Fresh Bags ”. The brand
was a hot selling item in windsurfing community and the rights were sold to Bare
Wetsuits of Vancouver BC in 1988.




Designed,
sewed and marketed Windsurfing accessories for Dakine Hawaii – inventing the
most widely used harness today – the waist harness.




Education







•
            Georges Vanier Secondary School,
      Willowdale Ontario – graduated Grade
13


•
            University of Waterloo, Studied
      economics 2.0 years, Waterloo
Ontario


•
            University of Oregon, lectured
      MBA & exec MBA Students on Sports
  Marketing





Other
Affiliations & Awards





•
            Gene Leo Memorial Award –
      Oregon’s Governor’s Award for Tourism
  (2000)


•
            Earth Service Award – Presented
      by Claes Nobel of the Nobel Prize Family
  (1998)


•
            Created Columbia Gorge
      Windsurfing Assoc. – served as executive director
      (’92-96)


•
            Elected representative of Hood
      River Port Commission 1999


•
            Driving force behind building 2
      BMX courses & Skate Park for kids in HR
    community


•
            Coach of Cooper Spur Ski Race
      Club (5 years)


•
            Cellist in the Columbia Gorge
      Symphony (6 years)


•
            Ranked in the top 5 pro women
      wave sailors in the world (Windsurfing in surf)
      (1983-86)





Mrs.
Lalor is not director of any other reporting company.




Significant
Employees




The
Company does not, at present, have any employees other than the current officer
and director. We have not entered into any employment agreements, as we
currently do not have any employees other than the current officer and
director.


-20-


Family
Relations




There are
no family relationships among the Directors and Officers of Zapnaps,
Inc.




Involvement
in Legal Proceedings




No
executive Officer or Director of the Company has been convicted in any criminal
proceeding (excluding traffic violations) or is the subject of a criminal
proceeding that is currently pending.




No
executive Officer or Director of the Company is the subject of any pending legal
proceedings.




No
Executive Officer or Director of the Company is involved in any bankruptcy
petition by or against any business in which they are a general partner or
executive officer at this time or within two years of any involvement as a
general partner, executive officer, or Director of any business.




Item
11.      Executive
Compensation.




Our
current executive officer and director has not and does not receive any
compensation and has not received any restricted shares awards, options or any
other payouts. As such, we have not included a Summary Compensation
Table.




There are
no current employment agreements between the Company and its executive officer
or director. Our executive officer and director has agreed to work without
remuneration until such time as we receive revenues that are sufficiently
necessary to provide proper salaries to the officer and compensate the director
for participation. Our executive officer and director has the responsibility of
determining the timing of remuneration programs for key personnel based upon
such factors as positive cash flow, shares sales, product sales, estimated cash
expenditures, accounts receivable, accounts payable, notes payable, and a cash
balances. At this time, management cannot accurately estimate when sufficient
revenues will occur to implement this compensation, or the exact amount of
compensation.




There are
no annuity, pension or retirement benefits proposed to be paid to officers,
directors or employees of the corporation in the event of retirement at normal
retirement date pursuant to any presently existing plan provided or contributed
to by Company.




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




Title of Class
            Name and Address of Beneficial
              Owner [1]
            Amount and Nature
              of Beneficial Owner
            Percent of ClassCommon
      Stock
            Peggy
      Irene Lalor,
              #80-2256
      29th ST NE Calgary, AB CANADA T1Y 7G4
            10,000,000
            94.78%All
      Beneficial Owners as a Group (1 person)
            10,000,000
            94.78%


-21-


Item 13.
Certain Relationships and Related Transactions, and Director
Independence




Currently,
there are no contemplated transactions that the Company may enter into with our
officers, directors or affiliates. If any such transactions are contemplated we
will file such disclosure in a timely manner with the Commission on the proper
form making such transaction available for the public to view.




The
Company has no formal written employment agreement or other contracts with our
current officer and director and there is no assurance that the services to be
provided by her will be available for any specific length of time in the future.
Mrs. Lalor anticipates devoting at a minimum of ten to fifteen percent of her
available time to the Company’s affairs. The amounts of compensation and other
terms of any full time employment arrangements would be determined, if and when,
such arrangements become necessary.




Item
14.      Principal Accountant Fees and
Services.




Audit
Fees




The audit
fees paid to our accounting firm, Chang G. Park, CPA, for the fiscal years ended
January 31, 2010 and 2009 were $10,000 and $10,000,
respectively.




Audit-Related
Fees




The fees
of our accounting firm, Chang G. Park, CPA, for providing audit-related services
such as reviewing our quarterly reports on Form 10-Q for the fiscal year ended
February 28, 2009 was approximately $5,400.




Tax
Fees




Chang G.
Park, CPA, does not provide us with tax compliance, tax advice or tax planning
services.




All
Other Fees




None.




PART
IV




ITEM 15.
EXHIBITS





31.1
            Certification
      of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a)
      and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002





32.1
            Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002, as signed by the Chief Executive Officer
      and Chief Financial Officer.


-22-


SIGNATURES




In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.




FUSIONTECH,
      INC.
                (Registrant)Dated:
      November 19, 2010
              By:
              /s/ David
      LuName
              David
      LuTitle:
              President,
      Chief Executive Officer, Chief
      Financial Officer,Treasurer
      and Secretary


-23-