UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

(Mark One)
[ ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                    For the fiscal year ended April 30, 2010

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

        For the transition period from ______________ to________________

                        Commission file number 333-152798

                              DIGITAL VALLEYS CORP.
             (Exact name of registrant as specified in its charter)

           Nevada                                                98-0537383
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

Suite 100, 1100 Dexter Ave. North, Seattle, Washington             98109
      (Address of principal executive offices)                   (Zip Code)

        Registrant's telephone number, including area code (206) 273-7892

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

       None                                               N/A
Title of each class                    Name of each exchange on which registered

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

                         Common Stock, $0.001 par value
                                (Title of class)

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

Indicate by checkmark if the registrant is not required to file reports pursuant
to Section 13 or 15(d) of the Act. Yes [ ] No [X]

Indicate by checkmark whether the registrant has (1) 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 checkmark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]

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

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

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes [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 asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter: N/A - no common stock traded during period

             APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
                     PROCEEDINGS DURING THE PAST FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes [ ] No [ ] N/A

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of each of the registrant's classes of
common stock,  as of the latest  practicable  date.  2,300,000  shares of common
stock as of June 15, 2010.

                      DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part
of the Form 10-K  (e.g.,  Part I, Part II,  etc.)  into  which the  document  is
incorporated:  (1) any  annual  report  to  security  holders;  (2) any proxy or
information  statement;  and (3) any prospectus filed pursuant to Rule 424(b) or
(c) of the  Securities  Act of 1933.  The  listed  documents  should be  clearly
described for identification  purposes (e.g.,  annual report to security holders
for fiscal year ended December 24, 1980). Not Applicable

<PAGE>
                              AVAILABLE INFORMATION

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports
on Form 8-K and all amendments to those reports that we file with the Securities
and Exchange  Commission,  or SEC, are  available at the SEC's public  reference
room at 100 F Street,  N.E.,  Washington,  D.C.  20549.  The  public  may obtain
information on the operation of the public  reference room by calling the SEC at
1-800-SEC-0330.  The SEC also maintains a website at  www.sec.gov  that contains
reports,  proxy  and  information  statements  and other  information  regarding
reporting companies.

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

PART I

ITEM 1.     Description of Business                                            3

ITEM 1A.    Risk Factors                                                      12

ITEM 2.     Description of Property                                           19

ITEM 3.     Legal Proceedings                                                 19

ITEM 4.     Submission of Matters to a Vote of Security Holders               19

PART II

ITEM 5.     Market for the Registrant's Common Equity, Related
            Stockholder Matters and Issuer Purchases of Equity Securities     19

ITEM 6.     Selected Financial Data                                           19

ITEM 7.     Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                         20

ITEM 8.     Financial Statements                                              23

ITEM 9.     Changes in and Disagreements with Accountants on Accounting
            and Financial Disclosure                                          32

ITEM 9A.    Controls and Procedures                                           32

ITEM 9B.    Other Information                                                 33

PART III

ITEM 10.    Directors, Executive Officers and Corporate Governance            34

ITEM 11.    Executive Compensation                                            35

ITEM 12.    Security Ownership of Certain Beneficial Owners and Management
            and Related Stockholder Matters                                   36

ITEM 13.    Certain Relationships and Related Transactions, and Director
            Independence                                                      37

ITEM 14.    Principal Accountant Fees and Services                            37

PART IV

ITEM 15.    Exhibits                                                          37

Signatures                                                                    38

                                       2
<PAGE>
                                     PART I

FORWARD LOOKING STATEMENTS.

This annual report  contains  forward-looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange Act of 1934, as amended.  These statements relate to future
events or our future  financial  performance.  In some cases,  you can  identify
forward-looking  statements by terminology such as "may",  "should",  "expects",
"plans",  "anticipates",  "believes",  "estimates",  "predicts",  "potential" or
"continue" or the negative of these terms or other comparable terminology. These
statements   are  only   predictions   and  involve  known  and  unknown  risks,
uncertainties  and other  factors,  including the risks in the section  entitled
"Risk  Factors"  and the risks set out below,  any of which may cause our or our
industry's actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements  expressed or implied by these  forward-looking  statements.  These
risks include, by way of example and not in limitation:

     *    the uncertainty that we will not be able to successfully  identify and
          evaluate a suitable business opportunity;
     *    risks  related to the large number of  established  and  well-financed
          entities that are actively seeking suitable business opportunities;
     *    risks  related to the failure to  successfully  management  or achieve
          growth of a new business opportunity; and
     *    other risks and uncertainties related to our business strategy.

This list is not an  exhaustive  list of the factors  that may affect any of our
forward-looking  statements.  These  and  other  factors  should  be  considered
carefully  and readers  should not place undue  reliance on our  forward-looking
statements.

Forward looking statements are made based on management's beliefs, estimates and
opinions on the date the  statements  are made and we undertake no obligation to
update  forward-looking  statements if these beliefs,  estimates and opinions or
other  circumstances  should change.  Although we believe that the  expectations
reflected in the forward-looking  statements are reasonable, we cannot guarantee
future  results,  levels of activity,  performance  or  achievements.  Except as
required by applicable law,  including the securities laws of the United States,
we do not  intend to update  any of the  forward-looking  statements  to conform
these statements to actual results.

Our financial statements are stated in United States dollars and are prepared in
accordance with United States generally accepted accounting principles.

In this  annual  report,  unless  otherwise  specified,  all dollar  amounts are
expressed in United States dollars and all references to "common stock" refer to
the common shares in our capital stock.

As used in this annual report, the terms "we", "us", "our" and "Digital Valleys"
mean Digital Valleys Corp., unless otherwise indicated.

ITEM 1. BUSINESS

OVERVIEW OF THE COMPANY

We are a  development  stage company that was  incorporated  on May 21, 2007. We
have  commenced only limited  operations,  primarily  focused on  organizational
matters in connection  with this offering.  We have never  declared  bankruptcy,
have never been in  receivership,  and have  never  been  involved  in any legal
action or  proceedings.  We have not made any  significant  purchase  or sale of
assets,  nor has the Company  been  involved  in any  mergers,  acquisitions  or
consolidations.  We are not a blank check  registrant as that term is defined in
Rule 419(a)(2) of Regulation C of the Securities Act of 1933,  because we have a
specific  business  plan and purpose.  Neither the Company nor its sole officer,
Director, promoter or his affiliates, has had preliminary contact or discussions
with,  nor  do  we  have  any  present   plans,   proposals,   arrangements   or
understandings with any representatives of the owners of any business or company
regarding the possibility of an acquisition or merger.

                                       3
<PAGE>
We have not  generated  any revenue to date and we do not expect to generate any
revenues during the first 12 months following this offering.

We are developing an online help desk customer  support system to assist service
companies in improving  their customer  relationship  management.  We expect our
system  to be used by  organizations  interested  in  improving  their  customer
relationship management by automating their customer support and by establishing
a centralized help desk.

We plan for our software  product to be capable of providing a generic  solution
across a broad range of industries.

Our offices are currently located at 1100 Dexter Ave. North, Suite 100, Seattle,
Washington 98109. We do not currently have a website;  however, we have reserved
a domain name.

THE MARKET OPPORTUNITY

The customer  relationship  management ("CRM") market is experiencing  explosive
growth.

In 2002, the U.S.  accounted for $7.14 billion of the world-wide CRM market, and
the U.S.  market is  expected  to swell to $9.19  billion  by 2006.  ("Moderate,
Steady CRM Growth through 2006" by Robyn Greenspan  (July 3, 2003)).  The U.S is
expected to maintain approximately 52 percent of the total market through 2006.

The concept of a single point of contact for  customers to refer  questions  and
seek  assistance  to solve  problems has become a  ubiquitous  feature of modern
business.  ("Delivering High Value in Service and Support," by Rhion H Jones and
FrontRange Solutions UK Ltd.). Help desks reduce downtime and reduce the time to
fix errors based on previous learning  history.  Help desks ensure better use of
resources,  improved  procurement  decisions,  higher customer  satisfaction and
retention,  and increases in profitability,  as customers will spend more with a
firm that provides superior service.

We expect  corporations  to continue to make efforts to please their  customers.
Research  from the Aberdeen  Group  forecasts  worldwide CRM spending to exhibit
moderate, yet steady, growth in the coming years. Aberdeen estimates that 2002's
spending of $13.7  billion will swell to $17.7  billion in 2006,  resulting in a
6.7 percent compound annual growth rate.

Hosted,  subscription-based  CRM software  offerings from  independent  software
vendors and systems  integrators  will drive growth,  with revenues  expected to
soar from $246  million to $2.8  billion  through  2006.  (Moderate,  Steady CRM
Growth through 2006 by Robyn Greenspan | July 3, 2003.)

Historically  help desk software has been used by IT professionals and high tech
firms. Now, help desk software is used in a broad range of industries including;
healthcare,  finance,  telecommunications,  oil and gas industries,  government,
banking, utilities, insurance and retail.

The importance of customer relationship  management is highlighted by two recent
market  studies.  The  "Research  Store - The  Danger  of  Defection"  study  by
ecustomerserviceworld.com   concluded  that  companies  need  to  improve  their
retention strategies to stem customer defection rates. According to this study:

     *    Customer  defection rates in UK consumer  studies have increased since
          2003.
     *    Average customer defection rate is 19.1% in the UK.
     *    Internet service  providers have one of the highest defection rates at
          24%.
     *    Data  driven   marketing   techniques   are  successful  in  retaining
          customers.
     *    Over half of top UK companies are now able to translate  sophisticated
          database  analysis into highly  personalized and segmented  campaigns,
          where creative, message, and enclosures are varied for different types
          of recipients.
     *    A 5%  increase in  customer  loyalty can lead to a 25-85%  increase in
          profitability.

The  "Delivering  High Value in Service and Support"  study by Rhion H Jones and
FrontRange  Solutions  UK  Ltd.  concluded  that  help  desks  increase  overall
efficiency and customer satisfaction, thus leading to increased retention rates.
According to this study:

                                       4
<PAGE>
     *    Whether or not the term "help  desk" is used,  the concept of a single
          point of contact for customers to refer  questions and seek assistance
          to  solve   problems  has  become  a  ubiquitous   feature  of  modern
          businesses.
     *    There are an  estimated  150,000  to 200,000  help desks in  operation
          throughout  the  world.  This is a sub-set  of the wider  call  center
          phenomenon,  which is estimated to employ 5 million  people  worldwide
          (source: IHA Ltd).
     *    The term "help desk" is now used to  describe  any call center or part
          of a call center which handles complex  problem-solving and associated
          processes.
     *    By the year 2000,  the help desk model has become  firmly  established
          for IT support in most advanced western-style  countries,  though with
          different market penetration levels.
     *    Despite  the  range  and  variety  of help  desks,  they all share the
          characteristic of being an investment (approved and implemented in the
          last 10 years or so) which was prompted by perceptions of value.
     *    Help  desks  reduce  downtime  not only by  ensuring  a faster fix for
          problems affecting system performance, but also by providing essential
          information  which managers can use to reduce the likely recurrence of
          such problems.
     *    In a typical help desk,  the cost of fixing a single  problem  depends
          partly on the level of skill required. First-line staff can be trained
          far quicker than more technically  proficient  Second-line  personnel;
          the real experts who act as third-line  staff are often among the most
          valuable  people  in  an  organization.  The  cost  of  resolution  at
          second-level  is  frequently up to ten times the cost of a similar fix
          at first level; for third-line  resolutions the cost multiplier can be
          another 10 times (source: Fry Consulting,  1999). Utilization of staff
          is therefore an important driver of overall efficiency
     *    Customers  spend more with product and service  providers who use help
          desk technology to provide customer service.

TARGET MARKET

The customer base for our proposed system includes:

     *    Small and medium  sized  businesses  that  provide  services  to their
          clients  and are looking  for a help desk  solution  to support  their
          products and services.
     *    Small and medium  sized  businesses  that  provide  services  to their
          clients and want to enhance their  customer  support image and provide
          faster customer support via email and internet forms.

We will  initially  focus our sales in the United  States as we know this market
and it represents a significant opportunity in terms of sales potential.

The market is sophisticated, software savvy and educated in terms of the need to
improve customer support and customer relationship management.

OUR COMPETITION

     *    There are  currently  other  providers  of similar  software  programs
          providing   customer   support  help  desks.   Customer   relationship
          management  is a large and  growing  industry  in the  United  States.
          Competitive  pressures  and  customer  demands  fuel the growth in the
          industry.
     *    Many of our  competitors  in this  industry  are located in the United
          States.  While there are many  competitors,  the  industry  supports a
          large number of competitors as demand is huge and growing.

Most software  packages are generic,  using a cookie cutter approach to software
design and implementation. Our initial product will be generic as it can be used
in  a  wide  range  of  businesses.   Nevertheless,  our  future  goal  will  be
differentiate  our product from the  competition  by  tailoring  our software to
niche markets.

     *    The  competition's  pricing  ranges  from  $300  to  several  thousand
          dollars.  Pricing is based on a selling  price,  an initial  fee,  and
          monthly  maintenance.  To  compete  with our  competition,  we plan to
          devise an aggressive sales strategy, including competitive pricing, to
          support growth.

                                       5
<PAGE>
OUR SOFTWARE PRODUCT

Our software product will address:

     *    Problem Management and Workflow,
     *    Knowledge Management, and
     *    Data Analysis and Reporting.

Our proposed  solution will be comprised of a number of integrated  modules that
we expect will enable organizations to solve their customer's issues quickly and
reliably.

We intend for our system to be  web-based  which  will  allow our  customers  to
access the system from their  intranet or from the  internet.  The Intranet mode
will allow internal users of a customer's  organization to access the system via
the  customer's  intranet.  The Internet mode will allow  off-site  employees to
access the system via the  internet.  We plan for customers to be able to access
our software product via two different means, Email and Web forms.

Organizations  will  still  be able to use the  systems  to  manage  issues  for
customers  that  have  no  internet  connection  by  enabling  customer  support
representatives  to enter the  customers'  issues on user  friendly  screens/web
forms.

THE SYSTEM MODULES

Our system will be comprised of the following four modules:

     *    Support Ticket Module
     *    Emailing Module
     *    Reporting Module
     *    System Administration Module

SUPPORT TICKET MODULE

The purpose of this module is to efficiently  track,  route, and resolve issues.
We intend  for the  support  ticket  module to be able to be  customized  to the
unique needs of the organization.  System administrators will be able to add and
customize ticket fields as needed.  The following  diagram summaries the flow of
the ticket support process.

                                       6
<PAGE>
           [GRAPHIC DIAGRAM OF THE FLOW OF THE TICKET SUPPORT PROCESS]


---------------------------->      Customer       ----------------------------
|                                     ^                                      |
|                                     |                                      |
|                                     |                                      |
|                                     |                                     \ /
Email,                                |                        Web Form & Email,
Notification to                       |                             Tickets
customer                              |                                      |
^                                     |                                      |
|                                     |                                      |
|                                     |                                      |
|                               Obtain more info                             |
|                                     |                                      |
|                                     |                                      |
                                      |                                      |
Ticket/Issue is                       |                                     \ /
Solved                                |                          Tickets Engine
^                                     |
|                                     |                                       |
|                                     |                                       |
|                                     |                                       |
|                                     |                                       |
|                                    \ /                                      |
----------------------------    Process Tickets    <---------------------------


                                       7
<PAGE>
The support ticket module can be used to support two main functions:

     *    To enable  customer  support  representatives  to track the  status of
          tickets and manage the progress of each ticket.
     *    To enable  end  customers  to  submit  and  track  their  own  support
          requests.

GOALS:

     *    Standardize complex processes to resolve issues quickly
     *    Ensure issues are resolved in the appropriate amount of time
     *    Improve communication with end users including staff and customers

KEY FEATURES

     *    Manage ticket workflow
     *    Automate  ticket  routing to speed up the  business  processes  in the
          organization
     *    Automate  notifications to inform managers when cases are not resolved
          within the defined limits
     *    Obtain detailed summaries of tickets handled by teams and individuals
     *    Customize ticket structure and forms,  customize  dynamic ticket forms
          to tailor the trouble ticket software to the needs of end users
     *    Attach  links,  screen  shots,  and  files to  tickets  to  assist  in
          explanations of trouble tickets
     *    Submit and track complex problems and the progress of tickets from the
          web without having to contact the support desk
     *    Allow users to add comments and responses to tickets
     *    Provide a complete ticket history for end users to store,  reopen,  or
          post comments to resolved tickets

EMAILING MODULE

The  purpose of this  module is to  automate  the  response  to the  customer by
sending  an email  automatically  notifying  the end user  about  the  status of
tickets. This module will also enable the system to receive tickets via an email
address.

GOALS:

     *    Receive tickets via email, and auto respond to customer
     *    Send Email notifications to customers regarding the status of tickets
     *    Notify support staff of urgent issues via email

KEY FEATURES:

     *    Integrate system with 3rd party Pop3 Email  server/accounts to receive
          emails with tickets
     *    Convert  support  emails to tickets  and use the email  details in the
          tickets
     *    Auto respond to newly created tickets
     *    Track email communication between the help desk and the customer

REPORTING MODULE

The purpose of the reporting  module is to query the system on multi user levels
about the status of tickets and to generate  management  reports to evaluate the
performance of the helpdesk system.

GOALS:

     *    Produce reports related to tickets
     *    Report on tickets processed per user
     *    Statistics regarding tickets processing and performance

                                       8
<PAGE>
KEY FEATURES:

     *    Reports  related to the status of tickets  and a  breakdown  of ticket
          history
     *    Report to customers on the current status of their tickets
     *    Report to the admin on the status of tickets by dates and status
     *    Report on the tickets assigned to users
     *    Report on the average time and statistical details on tickets or group
          of tickets
     *    Report on Ticket Analytics;  metrics track average  time-to-resolution
          and end user satisfaction

SYSTEM ADMINISTRATION MODULE

The system administration module consists of a control panel.

GOALS:

     *    Enable the system administrator to setup the application on the server
     *    Customize the ticketing system to suit the organization's needs
     *    Maintain user accounts
     *    Filter email  originating  tickets before  presenting them to the help
          desk team
     *    Assign pending tickets to specific personnel

KEY FEATURES:

     *    Create user accounts and add contact information
     *    Add/Edit the Database server settings
     *    Set users and access levels
     *    Monitor tickets and archive closed records

TECHNICAL SPECIFICATIONS

The system will be a web-based  application running on a Microsoft  server-based
operating system.

     *    Platform:
            Web Server:
              Microsoft  Windows Server 2000 and above,
              Or Windows XP professional, with IIS server installed.
              .NET frame version 2.0 and above.

     *    Database:
            Microsoft SQL Server 2000 or
            Microsoft SQL Server Desktop Engine MSDE 2000.

     *    Development Language:
            ASP.NET, Microsoft SQL Server 2000 and above.

     *    Installation:
            User friendly installation software.

The software will be installed as a server, and will be able to be accessed from
PCs on the same network or through the internet.

THE DEVELOPMENT PROCESS

The  development  process will  commence  with  designing a system  prototype to
encompass  the  above  proposed  system;  once  the  system  prototype  has been
completed the implementation stage will start.

                                       9
<PAGE>
FUTURE SOFTWARE DEVELOPMENTS

There are several  opportunities for future  developments to enhance the product
line of our software product.

Our software product is generic in that it will be able to be used in almost any
type of service  business that requires a customer support system.  However,  in
the future we envision customizing the software to industry specific sectors.

Some of these opportunities include:

     *    System upgrades to enhance the user's functionality.
     *    Customization options for industry specific applications.
     *    Communication  enhancements including linking and archiving customer's
          voice  messages,  voice  conversations,  and  fax  messages  into  the
          software  which will enable firms to keep  records of their  customers
          inquires and enhance the management of customer issues.
     *    E-commerce  and client  management  to track client  accounts,  sales,
          service history and all details of the client database.
     *    Provide self serve  sections,  where  software users  (customers)  can
          enter their text based  search to locate  solutions  for their  issues
          without having to wait for a customer support representative, allowing
          companies to provide 24 hour customer support to their customers.

These are just some of the  options  available  for  future  development  of the
Company's software product which will enhance the user's experience.

MARKETING & SALES STRATEGY

We plan to implement an aggressive  marketing strategy.  We intend to market our
software  product as a customer  support  system  that  empowers  businesses  to
service their clients' needs.

The target audience will be small and medium sized  businesses that will benefit
from a customer support and help desk system. The Company plans to partition the
market into  industry  specific  components,  familiarize  itself with  detailed
industry demands, and design materials that address each customer's needs.

Our strategy will consist of building  strategic  alliances  with  complementary
products,  a strong web  presence,  targeted  e-mail  campaigns,  news  releases
through  industry  professionals,   print  distribution  and  cold  calls  by  a
knowledgeable sales force.

     *    Strategic Alliances: We intend to advertise on third party websites of
          complementary  products  and  services.  Alliances  will be  formed to
          co-operatively  market our product and hedge saturation through mutual
          leveraging.
     *    Web Presence:  We plan to market our software  product through our web
          site. A trial  version of the software  will be available for download
          encouraging potential clients to test the software,  and an e-commerce
          platform  will be  incorporated  into our web  site to allow  for easy
          purchase.  We intend for our web  presence to feature the  benefits of
          the system, customer testimonials,  and management features, including
          significant ROI and ease of installation.
     *    Targeted e-mail campaigns:We intend to engage in e-mail campaigns that
          will  target  industry  specific  small and  medium  sized  businesses
          outlining the benefits of the  software.  We will make every effort to
          ensure lists are pre-qualified.
     *    News Releases & Public Relations:  We plan to distribute news releases
          to industry  professionals and send  complimentary  versions to select
          professionals to gain market exposure and publicity.
     *    Print  Distribution:  We intend to design a targeted print campaign to
          target industry specific potential clients.
     *    Cold Calls: We plan to make cold calls to potential  clients outlining
          the benefits of this product.

                                       10
<PAGE>
In  addition,  we  intend  to  engage  in  the  following  additional  marketing
activities:

     *    Trade shows
     *    Business newspaper inserts and advertising
     *    Trade publications
     *    Conferences, productivity seminars, guest speakers, etc.

DISTRIBUTION

We  plan to  distribute  our  software  product  via  direct  channels.  We will
distribute  our  software  product  through our website and through  third party
websites that distribute  complementary software programs.  Third party websites
will be compensated by commission.

PRICING MODEL

We intend to sell our software product with the following pricing structure:

     $300 for 50 licensed users.

EXPENDITURES

The  following  chart  provides  an  overview of our  budgeted  expenditures  by
significant area of activity over the next 12 months:

              Research and Development                     15,000
              Legal and Accounting                          9,000
              Transfer Agent                                1,000
              Marketing and Corporate Collateral            1,500
              Travel                                          500
              Telephone and Web Hosting                     1,000
              Office Equipment and Software Tools           3,000
              Office Supplies                               1,000
              Misc. Administrative Expenses                 1,000
              Office Rent                                   2,000
                                                           ------

              EXPENSES                                     35,000
                                                           ======

SOURCES AND AVAILABILITY OF PRODUCTS AND SUPPLIES

There are no constraints on the sources or availability of products and supplies
related  to our  business.  We  will  be  producing  our  own  product,  and the
distribution of our services will be over the internet.

DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS

Our business  plan and the nature of our service  offering does not hinge on one
or a few major  customers;  however,  if we obtain one or more  large  corporate
accounts, then we may end up being dependent on one or a few major customers.

                                       11
<PAGE>
PATENT, TRADEMARK,  LICENSE & FRANCHISE RESTRICTIONS AND CONTRACTUAL OBLIGATIONS
& CONCESSIONS

We have not entered into any franchise  agreements or other  contracts that have
given,  or could give rise to,  obligations or  concessions.  We are planning to
develop a software  product  and intend to protect  our  software  product  with
copyright and trade secrecy laws.

EXISTING OR PROBABLE GOVERNMENT REGULATIONS

There  are  no  existing  government  regulations,  nor  are  we  aware  of  any
regulations  being  contemplated  that would  adversely  affect  our  ability to
operate.

Due to the increasing  popularity and use of the internet, it is possible that a
number of laws and  regulations  may be adopted  with  respect  to the  internet
generally,  covering issues such as user privacy,  pricing,  and characteristics
and quality of products and services.  Similarly,  the growth and development of
the market for internet  commerce may prompt calls for more  stringent  consumer
protection laws that may impose additional burdens on those companies conducting
business over the  internet.  The adoption of any such laws or  regulations  may
decrease the growth of commerce  over the  internet,  increase our cost of doing
business, or otherwise have a harmful effect on our business.
To date,  governmental  regulations  have not  materially  restricted the use or
expansion of the internet.  However,  the legal and regulatory  environment that
pertains to the Internet is uncertain and may change.  New laws may cover issues
that include:

     *    Sales and other taxes;
     *    User privacy;
     *    Pricing controls;
     *    Characteristics and quality of products and services;
     *    Consumer protection;
     *    Libel and defamation;
     *    Copyright, trademark and patent infringement; and
     *    Other claims based on the nature and content of internet materials.

These new laws may have an impact on our  ability  to  market  our  services  in
accordance with our business plan.

RESEARCH AND DEVELOPMENT ACTIVITIES AND COSTS

We have not  incurred  any  costs to date and have  plans to  undertake  certain
research and development  activities  during the first year of operation.  For a
detailed description see "Plan of Operation".

EMPLOYEES

We have commenced only limited operations;  therefore, we have no employees. Our
sole officer and Director  provides service to us on an as-needed basis. When we
commence  full  operations,  we  will  need  to hire  full-time  management  and
administrative support staff.

REPORTS TO STOCKHOLDERS

We will voluntarily  make available to stockholders an annual report,  including
audited  financials,  on Form  10-K.  We are  not  currently  a fully  reporting
company,  but upon  effectiveness  of this  registration  statement,  we will be
required to file reports with the SEC pursuant to the Securities Exchange Act of
1934; such as quarterly reports on Form 10-Q and current reports on Form 8-K.

ITEM 1A. RISK FACTORS

Much of the information included in this annual report includes or is based upon
estimates,  projections  or other  "forward  looking  statements".  Such forward
looking  statements  include any  projections  or  estimates  made by us and our
management   in   connection   with  our   business   operations.   While  these
forward-looking  statements,  and any assumptions upon which they are based, are

                                       12
<PAGE>
made in good faith and reflect our current  judgment  regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested herein.

Such  estimates,  projections  or other  "forward  looking  statements"  involve
various risks and  uncertainties  as outlined  below. We caution the reader that
important  factors  in  some  cases  have  affected,  and  in the  future  could
materially affect,  actual results and cause actual results to differ materially
from the results expressed in any such estimates,  projections or other "forward
looking statements".

RISK FACTORS RELATING TO OUR COMPANY

1. WE ARE A DEVELOPMENT STAGE COMPANY WITH NO OPERATING HISTORY AND MAY NEVER BE
ABLE TO EFFECTUATE  OUR BUSINESS PLAN OR ACHIEVE ANY REVENUES OR  PROFITABILITY;
AT THIS  STAGE OF OUR  BUSINESS,  EVEN WITH OUR GOOD  FAITH  EFFORTS,  POTENTIAL
INVESTORS HAVE A HIGH PROBABILITY OF LOSING THEIR ENTIRE INVESTMENT.

We are  subject  to all of the  risks  inherent  in the  establishment  of a new
business  enterprise.  Our Company was established on May 21, 2007. We currently
have no products, sales, customers, or revenues.  Although we have begun initial
investigations into the customer relationship management industry, we may not be
able  to  successfully  implement  our  business  objectives.  There  can  be no
assurance that we will ever achieve any revenues or  profitability.  The revenue
and income  potential of our proposed  business and operations is unproven,  and
the lack of  operating  history  makes  it  difficult  to  evaluate  the  future
prospects of our BUSINESS.

We have not generated any revenues to date.  Accordingly,  our prospects must be
considered  in  light  of  the  risks,  expenses  and  difficulties   frequently
encountered  in  establishing  a new  business,  and  our  Company  is a  highly
speculative venture involving a high degree of financial risk.

2. WE EXPECT LOSSES IN THE FUTURE BECAUSE WE HAVE NO REVENUE TO OFFSET LOSSES.

As we have no current  revenue,  we are expecting losses over the next 12 months
because we do not yet have any revenues to offset the expenses  associated  with
the development  and  implementation  of our business plan. We cannot  guarantee
that we will  ever be  successful  in  generating  revenues  in the  future.  We
recognize  that if we are unable to  generate  revenues,  we will not be able to
earn profits or continue operations.  There is no history upon which to base any
assumption  as to the  likelihood  that we  will  prove  successful,  and we can
provide investors with no assurance that we will generate any operating revenues
or ever achieve profitable operations.

3. WE HAVE A GOING CONCERN OPINION FROM OUR AUDITORS, INDICATING THE POSSIBILITY
THAT WE MAY NOT BE ABLE TO CONTINUE TO OPERATE.

We have not yet  established  an ongoing  source of  revenues.  Furthermore,  we
anticipate  generating  losses  for the  next 12  months.  These  factors  raise
substantial  doubt  that  we will be  able  to  continue  operations  as a going
concern,  and  our  independent  auditors  included  an  explanatory   paragraph
regarding this  uncertainty in their report on our financial  statements for the
period May 21, 2007  (inception)  to April 30, 2010. No adjustment has been made
in the accompanying  financial  statements to the amounts and  classification of
assets and  liabilities  which could result should we be unable to continue as a
going concern.  Our ability to continue as a going concern is dependent upon our
generating  cash flow  sufficient  to fund  operations  and  reducing  operating
expenses.  Our  business  strategy may not be  successful  in  addressing  these
issues.  If we cannot  continue as a going concern,  our  stockholders  may lose
their entire investment in us.

4. WE WILL  NEED  SIGNIFICANT  ADDITIONAL  CAPITAL,  WHICH WE MAY BE  UNABLE  TO
OBTAIN.

Our capital  requirements  in connection  with our  development  activities  and
transition  to  commercial   operations  have  been  and  will  continue  to  be
significant. We will require additional funds to continue research,  development
and testing of our  technologies and product and to market and sell our product.
There can be no  assurance  that  financing  will be  available in amounts or on
terms  acceptable to us, if at all. There is no assurance  additional funds will
be available from any source;  or, if available,  such funds may not be on terms
acceptable  to the  Company.  In either of the  aforementioned  situations,  the

                                       13
<PAGE>
Company may not be able to fully implement its growth plans.  Moreover,  we will
not receive any proceeds from the sale of stock by our selling stockholders, and
thus this offering will not affect our ability to meet capital requirements

5. WE WILL RELY ON THIRD PARTIES TO DEVELOP OUR PRODUCT.

We intend to retain third party firms for software development, database design,
and  other  development  functions.  We also plan to  locate  and enter  into an
agreement  with a web developer  for the purpose of  developing  our website for
direct  sales of our  products  to  consumers.  As a  result,  we  expect  to be
dependent on those third party firms that we engage.  There is no assurance that
we will be able to enter into  contracts  with any such  third  parties on terms
that are  favorable  to us. If any of our third party  contractors  breaches the
contract  or does not have the  ability,  for  financial  or other  reasons,  to
perform its  obligations,  we may not be able to implement our business plan. In
addition,  our  reliance  on  third  parties  may  place  us  at  a  competitive
disadvantage.  If we are  unsuccessful in addressing  these risks,  our business
will most likely fail.

6. THE USE OF INDEPENDENT SALES  REPRESENTATIVES OR DISTRIBUTORS WILL SUBJECT US
TO CERTAIN  RISKS.

We expect to  generate a  substantial  portion of our revenue  from  independent
sales representatives or distributors. Such representatives and distributors may
not be required to meet sales quotas and our ability to manage independent sales
representatives or distributors to performance standards is unknown.  Failure to
generate revenue from these sales  representatives  or distributors would have a
negative impact on our business.

7. WE MAY NOT BE ABLE TO COMPETE WITH CURRENT AND POTENTIAL COMPETITORS, SOME OF
WHOM HAVE GREATER RESOURCES AND EXPERIENCE THAN WE DO.

We may not have the resources to compete with our existing  competitors  or with
any new  competitors.  We intend to  compete  with many  providers  of  customer
relations  software,  as well as with  providers of help desk  services,  all of
which  may have  significantly  greater  personnel,  financial,  and  managerial
resources  than we do.  This  competition  from  other  companies  with  greater
resources  and  reputations  may result in our failure to maintain or expand our
business.

Moreover,  as the demand for virtual customer support  increases,  new companies
may enter the market and the influx of added  competition will pose an increased
risk to our Company.  Increased  competition  may lead to price wars,  which may
harm us  since we would  be  unable  to  compete  with  companies  with  greater
resources.

8. SINCE OUR SOLE OFFICER AND DIRECTOR MAY CONTINUE TO WORK OR CONSULT FOR OTHER
COMPANIES, HIS OTHER ACTIVITIES COULD SLOW DOWN OUR OPERATIONS.

Our sole  officer and Director is not  required to work  exclusively  for us and
does not devote all of his time to our operations.  Presently,  our sole officer
and Director allocates only a portion of his time to the operation our business.
Since our sole officer and Director is currently employed  full-time  elsewhere,
he is able to  commit  to us only up to 20 to 25  hours a week.  Therefore,  his
pursuit of other  activities  may slow our  operations  and reduce our financial
results because of the slow-down in operations.

9. OUR SOLE OFFICER AND DIRECTOR IS LOCATED IN THE PHILIPPINES.

Since our sole officer and Director is located in the Philippines,  any attempts
to  enforce  liabilities  upon such  individual  under the U.S.  securities  and
bankruptcy laws may be difficult.

10.  WE NEED TO RETAIN  KEY  PERSONNEL  TO  SUPPORT  OUR  BUSINESS  AND  ONGOING
OPERATIONS.

The  development  of our  business  and the  marketing  and sale of our intended
product will  continue to place a significant  strain on our limited  personnel,
management,  and other resources.  Our future success depends upon the continued
services  of our  executive  officer and the  engagement  of key  employees  and
contractors who have critical industry experience and relationships that we will
rely on to  implement  our business  plan.  The loss of the services of our sole
officer or the lack of availability of other skilled  personnel would negatively
impact our ability to develop  our  company and to market and sell our  intended
product,  which  could  adversely  affect our  financial  results and impair our
growth.

                                       14
<PAGE>
11. AS A DEVELOPMENT STAGE COMPANY, WE MAY EXPERIENCE  SUBSTANTIAL COST OVERRUNS
IN DEVELOPING AND MARKETING OUR PRODUCT,  AND WE MAY NOT HAVE SUFFICIENT CAPITAL
TO SUCCESSFULLY COMPLETE THE DEVELOPMENT AND MARKETING OF OUR PRODUCT.

We may  experience  substantial  cost overruns in  developing  and marketing our
product,  and may not have  sufficient  capital  to  successfully  complete  our
project.  We  may  not be  able  to  market  our  product  because  of  industry
conditions,  general  economic  conditions,  and/or  competition  from potential
developers and distributors.  In addition, the commercial success of any product
is often dependent upon factors beyond the control of the company  attempting to
market the product,  including,  but not limited to,  market  acceptance  of the
product and whether or not third parties promote the product  through  prominent
marketing channels and/or other methods of promotion.

12. IF OUR SOFTWARE PRODUCT CONTAINS  UNDETECTED SOFTWARE ERRORS, WE COULD INCUR
SIGNIFICANT UNEXPECTED EXPENSES AND LOSE SALES.

Software products  frequently contain  undetected errors,  failures or bugs when
new products or new versions or updates of existing  products are first released
to the marketplace. As with any new product introduction, previously unaddressed
errors or issues with our product's  performance  may arise. We expect that such
errors  will be found in the  future  from  time to time in our  product.  These
problems  may have a material  adverse  effect on our  business by causing us to
incur  significant  QA  and  bug-fix  costs,  diverting  the  attention  of  our
development  personnel  from  new  product  development  efforts,  delaying  the
recognition of revenue,  and causing  significant  customer relations  problems.
Further,  if our  product is not  accepted  by  customers  due to  defects,  our
operating results would be adversely affected.

Furthermore,  our product  must  properly  interface  with  products  from other
vendors.  As a result,  when problems occur in the operation of our product,  it
may be difficult to identify the source of these  problems.  The  occurrence  of
software errors, even if not caused by our product, could result in the delay or
loss of market acceptance of our product and any necessary  revisions to improve
interoperability may cause us to incur significant  expenses.  The occurrence of
any such problems  would likely have a material  adverse effect on our business,
operating results and financial condition.

13. OUR  INABILITY  TO ATTAIN AND PROTECT  INTELLECTUAL  PROPERTY  RIGHTS  COULD
REDUCE THE VALUE OF OUR PRODUCTS, SERVICES AND BRAND.

Potential trademarks,  trade secrets, copyrights and other intellectual property
rights may be important  assets for us.  Various  events  outside of our control
pose a threat to our  ability to attain or  protect  the  intellectual  property
rights associated with our product. For example, effective intellectual property
protection  may not be available  in every  country in which our product will be
distributed  or made available  through the internet.  Also, the efforts we have
taken to protect our proprietary rights may not be sufficient or effective.  Any
significant  impairment  of our  ability to attain or protect  our  intellectual
property  rights  could  harm our  business  or our  ability to  compete.  Also,
protecting  intellectual  property  rights is  costly  and time  consuming.  Any
increase in the unauthorized  use of our  intellectual  property by others could
make it more expensive to do business and harm our operating results.

14. OUR  EXECUTIVE  OFFICER  OWNS A MAJORITY  OF THE  OUTSTANDING  SHARES OF OUR
COMMON STOCK, AND OTHER STOCKHOLDERS MAY NOT BE ABLE TO INFLUENCE CONTROL OF THE
COMPANY OR DECISION MAKING BY MANAGEMENT OF THE COMPANY.

Our sole officer and Director  presently owns 69.56% of our  outstanding  common
stock.  As a result,  our  executive  officer has  substantial  control over all
matters  submitted to our  stockholders  for approval  including  the  following
matters:  election of our Board of Directors;  removal of any of our  Directors;
amendment of our Articles of Incorporation  or bylaws;  and adoption of measures
that could delay or prevent a change in control or impede a merger,  takeover or
other business  combination  involving us. Other  stockholders  may consider the
corporate  decisions made by our executive  officer to be inconsistent  with the
interests of these stockholders. In addition, other stockholders may not be able
to change the Directors and officers,  and are  accordingly  subject to the risk
that  management  cannot  or will not  manage  the  affairs  of the  Company  in
accordance with such stockholders' wishes.

15. CUSTOMER RELATIONSHIP  MANAGEMENT SYSTEMS ARE SUBJECT TO RAPID TECHNOLOGICAL
CHANGE.

                                       15
<PAGE>
Our business is in an emerging market that is  characterized by rapid changes in
customer  requirements,  frequent introductions of new and enhanced products and
services,  and  continuing  and  rapid  technological  advancement.  To  compete
successfully in the customer support systems market, we must continue to design,
develop and sell new and  enhanced  systems  that  provide  increasingly  higher
levels of  performance  and  reliability  at lower cost.  These new and enhanced
systems  must take  advantage of  technological  advancements  and changes,  and
respond to new customer requirements. Our success in designing,  developing, and
selling such systems will depend on a variety of factors, including:

     *    Identifying  and responding to market demand for new customer  support
          systems;
     *    The scalability of our equipment  platforms to efficiently deliver our
          product;
     *    Keeping abreast of technological changes;
     *    Timely developing and implementing new and enhanced features;
     *    Maintaining quality of performance;
     *    Providing cost-effective support services; and
     *    Promoting our customer support system and expanding our market share.

If we are unable, due to resource constraints or technological or other reasons,
to develop and introduce new or enhanced  customer  support  systems in a timely
manner,  if such  new or  enhanced  systems  do not  achieve  sufficient  market
acceptance,  or if such new systems  decrease  demand for our existing  customer
support systems,  our operating results would decline and our business would not
grow.

16.  BECAUSE MR. PATI HAS NO  EXPERIENCE  IN RUNNING A COMPANY THAT DEVELOPS AND
SELLS  CUSTOMER  RELATIONSHIP   MANAGEMENT  SYSTEMS,  HE  MAY  NOT  BE  ABLE  TO
SUCCESSFULLY  OPERATE  SUCH A  BUSINESS,  WHICH  COULD  CAUSE  YOU TO LOSE  YOUR
INVESTMENT.

We are a start-up  company and we intend to market and sell our customer support
system.  Mr. Pati,  our Director and  President,  has control over all decisions
regarding  both the policy and the  operations  of our  company.  Our success is
contingent  upon his ability to make  appropriate  business  decisions  in these
areas.  It is possible that his lack of relevant  operational  experience  could
prevent us from  becoming a  profitable  business  and prevent an investor  from
obtaining a return on his investment in us.

17. FUTURE  REGULATION OF THE INTERNET COULD  RESTRICT OUR BUSINESS,  PREVENT US
FROM OFFERING SERVICES, AND/OR INCREASE OUR COST OF DOING BUSINESS.

The laws, regulations or rulings that specifically address access to or commerce
on the internet are subject to change.  We are unable to predict the impact,  if
any, that future legislation, judicial precedents, or regulations concerning the
internet  may  have  on  our  business,  financial  condition,  and  results  of
operations.  Regulation may be targeted towards,  among other things,  assessing
access or settlement charges, imposing taxes related to internet communications,
restricting  content,  imposing  tariffs,  or  regulations  based on  encryption
concerns or the  characteristics  and quality of products and  services,  any of
which could  restrict our business or increase our cost of doing  business.  The
increasing growth of the internet and popularity of broadband video products and
services  heighten the risk that  governments or other  legislative  bodies will
seek to regulate internet  services,  which could have a material adverse effect
on our business, financial condition, and operating results.

18. WE MAY LOSE CUSTOMERS IF WE EXPERIENCE  SYSTEM  FAILURES THAT  SIGNIFICANTLY
DISRUPT THE  AVAILABILITY  AND QUALITY OF THE SUPPORT  SERVICES  THAT WE PLAN TO
PROVIDE.

The  operation of our support  services  will depend on our ability to avoid and
mitigate  any  interruptions  in  service  or reduced  capacity  for  customers.
Interruptions in service or software performance problems,  for whatever reason,
could  undermine  confidence in our ability to provide service to our customers,
and could cause us to lose  customers  or make it more  difficult to attract new

                                       16
<PAGE>
ones.  In  addition,  because  our  support  services  may  be  critical  to the
businesses of our customers,  any  significant  interruption in the provision of
service could result in lost profits or other losses to our customers.

19. IF A THIRD PARTY ASSERTS THAT WE INFRINGE ITS PROPRIETARY  RIGHTS,  WE COULD
BE REQUIRED TO REDESIGN OUR SOFTWARE, PAY SIGNIFICANT  ROYALTIES,  OR ENTER INTO
LICENSE AGREEMENTS.

Although presently we are not aware of any such claims, a third party may assert
that our  technology  or third party  technologies  that we license  violate its
intellectual  property rights.  As the number of software products in our market
increases and the functionality of these software  products further overlap,  we
believe that infringement claims will become more common. Any claims against us,
regardless of their merit, could:

     *    Be expensive and time-consuming to defend;
     *    Result in negative publicity;
     *    Force us to stop  selling  our  services  that rely on the  challenged
          intellectual property;
     *    Require us to redesign our software products;
     *    Divert management's attention and our other resources; or
     *    Require us to enter into royalty or licensing  agreements  in order to
          obtain  the  right to use  necessary  technologies,  which  may not be
          available on terms acceptable to us, if at all.

We believe  that any  successful  challenge  to our use of a trademark or domain
name  could  substantially  diminish  our  ability  to  conduct  business  in  a
particular  market or  jurisdiction  and thus could decrease our revenues and/or
result in losses to our business.

RISKS RELATING TO OUR COMMON STOCK

20. WE MAY, IN THE FUTURE,  ISSUE ADDITIONAL  COMMON SHARES,  WHICH WOULD REDUCE
INVESTORS' PERCENT OF OWNERSHIP AND MAY DILUTE OUR SHARE VALUE.

Our Articles of Incorporation  authorizes the issuance of 100,000,000  shares of
common stock,  par value $0.001 per share, of which 2,300,000  shares are issued
and  outstanding.  The future issuance of common stock may result in substantial
dilution  in the  percentage  of our  common  stock  held by our  then  existing
stockholders. We may value any common stock issued in the future on an arbitrary
basis. The issuance of common stock for future services or acquisitions or other
corporate  actions may have the effect of diluting  the value of the shares held
by our investors, and might have an adverse effect on any trading market for our
common stock.

21. OUR COMMON  SHARES ARE SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC AND THE
TRADING MARKET IN OUR  SECURITIES IS LIMITED,  WHICH MAKES  TRANSACTIONS  IN OUR
STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.

The Securities and Exchange  Commission has adopted Rule 15g-9 which establishes
the  definition  of a "penny  stock,"  for the  purposes  relevant to us, as any
equity  security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions.  For
any transaction involving a penny stock, unless exempt, the rules require:

     *    that a broker or dealer approve a person's account for transactions in
          penny stocks; and
     *    the broker or dealer receive from the investor a written  agreement to
          the transaction,  setting forth the identity and quantity of the penny
          stock to be purchased.

In order to approve a person's  account for  transactions  in penny stocks,  the
broker or dealer must:

     *    obtain financial  information and investment  experience objectives of
          the person; and
     *    make a reasonable  determination that the transactions in penny stocks
          are suitable for that person and the person has  sufficient  knowledge
          and  experience in financial  matters to be capable of evaluating  the
          risks of transactions in penny stocks.

                                       17
<PAGE>
The broker or dealer  must also  deliver,  prior to any  transaction  in a penny
stock, a disclosure  schedule prescribed by the Commission relating to the penny
stock market, which, in highlight form:

     *    sets  forth  the  basis  on  which  the  broker  or  dealer  made  the
          suitability determination; and
     *    that the broker or dealer  received a signed,  written  agreement from
          the investor prior to the transaction.

Generally,  brokers may be less willing to execute  transactions  in  securities
subject  to the  "penny  stock"  rules.  This  may  make it more  difficult  for
investors to dispose of our common stock and cause a decline in the market value
of our stock.

Disclosure  also has to be made about the risks of  investing in penny stocks in
both public offerings and in secondary trading and about the commissions payable
to both the broker-dealer and the registered representative,  current quotations
for the securities and the rights and remedies available to an investor in cases
of fraud in penny stock  transactions.  Finally,  monthly  statements have to be
sent disclosing recent price information for the penny stock held in the account
and information on the limited market in penny stocks.

22.  THERE IS NO  CURRENT  TRADING  MARKET FOR OUR  SECURITIES  AND IF A TRADING
MARKET  DOES NOT  DEVELOP,  PURCHASERS  OF OUR  SECURITIES  MAY HAVE  DIFFICULTY
SELLING THEIR SHARES.

There is currently no  established  public trading market for our securities and
an active trading market in our securities may not develop or, if developed, may
not be  sustained.  We intend to have a market  maker  apply  for  admission  to
quotation of our  securities  on the Over The Counter  Bulletin  Board after the
registration  statement relating to this prospectus is declared effective by the
SEC. We do not yet have a market maker who has agreed to file such  application.
If for any  reason  our  common  stock is not  quoted  on the  Over The  Counter
Bulletin Board or a public trading market does not otherwise develop, purchasers
of the shares may have difficulty  selling their common stock should they desire
to do so. No market  makers have  committed  to becoming  market  makers for our
common stock and none may do so.

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

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

24. BECAUSE WE DO NOT INTEND TO PAY ANY CASH DIVIDENDS ON OUR COMMON STOCK,  OUR
STOCKHOLDERS  WILL NOT BE ABLE TO RECEIVE A RETURN ON THEIR  SHARES  UNLESS THEY
SELL THEM.

We intend to retain any future earnings to finance the development and expansion
of our business.  We do not  anticipate  paying any cash dividends on our common
stock in the foreseeable future. Unless we pay dividends,  our stockholders will
not be able to receive a return on their shares  unless the value of such shares
appreciates and they sell them. There is no assurance that  stockholders will be
able to sell shares when desired.

RISKS RELATING TO DOING BUSINESS IN THE PHILIPPINES

25. THE PHILIPPINES  PERIODICALLY EXPERIENCES POLITICAL OR ECONOMIC INSTABILITY,
WHICH COULD DISRUPT OUR OPERATIONS, INCREASE OUR COSTS AND HARM OUR BUSINESS.

The  Philippines  continues  to  experience  low  growth in its  gross  domestic
product,  significant  inflation  and a shortages  of foreign  exchange.  We are
exposed to the risk of rental and other cost  increases  due to inflation in the
Philippines,  which  has  historically  been at a much  higher  rate than in the
United States.  These conditions could create political or economic  instability
that could harm businesses operating in the Philippines.

                                       18
<PAGE>
In  addition,  the  Philippines  has and may  continue to  experience  political
instability, including strikes, demonstrations, protests, marches, coups d'etat,
guerilla  activity or other types of civil  disorder.  These  instabilities  and
adverse changes in the political  environment in the Philippines  could increase
our  operational  costs,  increase our exposure to legal and business  risks and
make it more difficult for us to operate our business in the Philippines.

ITEM 2. PROPERTIES

EXECUTIVE OFFICES

We do not own any real property.  We currently  maintain our corporate office at
1100 Dexter Ave. North,  Suite 100,  Seattle,  Washington  98109. We pay monthly
rent of $200 for use of this space.  This space is sufficient  until we commence
full operations.

ITEM 3. LEGAL PROCEEDINGS

We know of no material, active, or pending legal proceeding against our company,
nor are we  involved  as a  plaintiff  in any  material  proceeding  or  pending
litigation  there such claim or action involves damages for more than 10% of our
current  assets.  There  are no  proceedings  in  which  any  of  our  company's
directors,   officers,   or   affiliates,   or  any   registered  or  beneficial
shareholders,  is an  adverse  party or has a material  interest  adverse to our
company's interest.

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

No matters were  submitted to a vote of our security  holders  during the fourth
quarter of fiscal 2010.

                                     PART II

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

MARKET FOR SECURITIES

As at the date of this document, the Company has not received its trading symbol
and has yet to develop a market for its securities.

HOLDERS OF OUR COMMON STOCK

On June 15, 2010 the shareholders' list of our common stock showed 36 registered
shareholder and 2,300,000 shares outstanding.

DIVIDEND POLICY

We have not paid any cash  dividends  on our  common  stock and have no  present
intention of paying any dividends on the shares of our common stock.  Our future
dividend policy will be determined from time to time by our board of directors.

ITEM 6. SELECTED FINANCIAL DATA

Not Applicable.

                                       19
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION

The  following  discussion  should  be  read in  conjunction  with  our  audited
financial  statements and the related notes that appear elsewhere in this annual
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 those discussed below and
elsewhere in this annual report.

Our  consolidated  financial  statements are stated in United States dollars and
are prepared in accordance  with United  States  generally  accepted  accounting
principles.

APPLICATION OF CRITICAL ACCOUNTING ESTIMATES

The  preparation  of  financial  statements  in  conformity  with United  States
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the reported  amounts of revenues and expenses  during the year.
The  more  significant  areas  requiring  the  use of  estimates  include  asset
impairment,  stock-based compensation, and future income tax amounts. Management
bases its estimates on historical experience and on other assumptions considered
to be reasonable  under the  circumstances.  However,  actual results may differ
from the estimates.

OVERVIEW

We have not  generated  any revenue  since our  inception.  We are a development
stage company with limited operations.  Our auditors have issued a going concern
opinion. This means that our auditors believe there is substantial doubt that we
can continue as an ongoing business for the next twelve months.

PLAN OF OPERATION

We are developing an online help desk customer  support system to assist service
companies in improving  their customer  relationship  management.  We expect our
system  to be used by  organizations  interested  in  improving  their  customer
relationship management by automating their customer support and by establishing
a centralized help desk.

We plan for our software  product to be capable of providing a generic  solution
across a broad range of industries.

During the next twelve months following the  effectiveness of this  Registration
Statement,  we expect to take the following steps in connection with the further
development of our business and the implementation of our plan of operation:

FIRST QUARTER - 2011:

During the first three months, we plan to:

     *    Initiate our software development activities
     *    Initiate the development of our corporate and marketing collateral

Software  development:  We  will  search  for  the  services  of a  third  party
independent  software developer.  We intend for the software developer to supply
his or her own computer,  software and high-speed  Internet  connection.  During
months 1 and 2, we intend to  coordinate  with the  software  contractor  on the
development  of the  software  specifications  and on a high level  design.  The
specifications will be in the form of a document that will describe the product,
the way the product  interacts with the customers,  and the company's  database.
High-level  design will include  identifying  the  different  components  of the
software and how they interact with each other.

Marketing  activities:  By the end of  month  1, we plan to hire an  independent
graphic and web designer. We expect that such independent contractor will finish
developing  our  corporate   collateral   (including   logo,   business   cards,

                                       20
<PAGE>
letterheads,  stationeries, e-mail forms) by the end of month 2. We also plan to
develop  and  complete  the  information  only  website,  which we  expect to be
completed by the end of the first quarter.

SECOND QUARTER - 2011:

During  this  quarter,  we expect to focus on the  development  of our  software
product.

Software  development:  During this period the actual software  development will
start to take place.  By the end of the quarter we expect to have a beta version
complete for testing.

Marketing  activities:  During this quarter we plan to start researching ways to
market our website and product.  We will also identify third party websites that
will sell our software. We will also plan our online marketing plan.

THIRD QUARTER - 2011:

Software  development:  During this period we will test the beta  version of the
software and tweak to finalize  development.  We expect the final version of the
software to be finalized by end of this quarter.  At this point we will also put
a trial version of the software online for download.

Marketing  activities:  During this quarter we plan to finalize  agreements with
third party  websites for the sale of our  software.  We expect to implement our
online  marketing plan by conducting  keyword  searches on Yahoo and Google.  We
will also place online banner ads on various strategic websites.

FOURTH QUARTER - 2011:

Software  development:  We intend to complete  the  development  of our software
product by the end of the Fourth Quarter. Initially we plan to sell the software
as a download  only  product  since  this will  minimize  our  costs.  Potential
customers will be able to purchase the software directly from our website.

Marketing   activities:   We  plan  to  circulate   news  releases  to  industry
professionals and distribute complimentary versions sent to select professionals
to gain  market  exposure  and  publicity.  We will also start a targeted  email
campaign.

ACTIVITIES TO DATE

We were  incorporated  under the laws of the State of Nevada on May 21, 2007. We
are a  development  stage  company.  From our  inception  to  date,  we have not
generated any revenues,  and our operations have been limited to organizational,
start-up, and capital formation activities.  We currently have no employees.  To
date,  we  have  conducted  market   research,   started  work  on  a  corporate
information-only website, and researched third party software development firms.

RESULTS OF OPERATIONS

REVENUES

We had no revenues for the period from May 21, 2007 (date of inception), through
April 30, 2010.

EXPENSES

Our expenses  for the twelve  month  period ended April 30, 2010 and 2009,  were
$13,475 and  $45,240.  During the period from May 21, 2007 (date of  inception),
through April 30, 2010,  we incurred  expenses of $66,082.  These  expenses were
comprised  primarily  of general and  administrative,  and legal and  accounting
expenses, as well as banking fees.

NET INCOME (LOSS)

Our net loss for the  twelve-month  period  ended  April  30,  2010 and 2009 was
$13,475 and  $45,240.  During the period from May 21, 2007 (date of  inception),
through April 30, 2010, we incurred a net loss of $66,082.  This loss  consisted

                                       21
<PAGE>
primarily of incorporation  costs,  legal and accounting fees,  consulting fees,
website hosting costs, and  administrative  expenses.  Since inception,  we have
sold 2,300,000 shares of common stock.

PURCHASE OR SALE OF EQUIPMENT

We do not expect to purchase or sell any plant or significant equipment.

LIQUIDITY AND CAPITAL RESOURCES

Our balance sheet as of April 30, 2010 reflects  assets of $3,090 in the form of
cash and cash equivalents and prepaid  expenses.  Since inception,  we have sold
2,300,000 shares of common stock with gross proceeds of $55,000.  However,  cash
resources  provided from our capital formation  activities have, from inception,
been  insufficient  to provide  the  working  capital  necessary  to operate our
Company.

We anticipate  generating losses in the near term, and therefore,  may be unable
to continue operations in the future. If we require additional capital, we would
have to issue debt or equity or enter into a strategic  arrangement with a third
party.  There can be no assurance that  additional  capital will be available to
us. We currently have no agreements,  arrangements,  or understandings  with any
person to  obtain  funds  through  bank  loans,  lines of  credit,  or any other
sources.

GOING CONCERN CONSIDERATION

Our registered  independent auditors included an explanatory  paragraph in their
report on the accompanying  financial  statements  regarding  concerns about our
ability  to  continue  as a going  concern.  Our  financial  statements  contain
additional  note  disclosures  describing  the  circumstances  that lead to this
disclosure by our registered independent auditors.

Due to this doubt about our ability to continue as a going  concern,  management
is open to new business  opportunities  which may prove more  profitable  to the
shareholders of Digital Valleys Corp. Historically, we have been able to raise a
limited amount of capital through private placements of our equity stock, but we
are uncertain about our continued ability to raise funds privately.  Further, we
believe that our company may have difficulties raising capital until we locate a
prospective  business  opportunity  through  which  we can  pursue  our  plan of
operation.  If we  are  unable  to  secure  adequate  capital  to  continue  our
acquisition efforts, our business may fail and our stockholders may lose some or
all of their investment.

Should our original  business plan fail,  we anticipate  that the selection of a
business  opportunity  in which  to  participate  will be  complex  and  without
certainty  of success.  Management  believes  that there are  numerous  firms in
various industries seeking the perceived benefits of being a publicly registered
corporation.   Business   opportunities  may  be  available  in  many  different
industries and at various stages of development, all of which will make the task
of  comparative  investigation  and  analysis  of  such  business  opportunities
extremely  difficult  and complex.  We can provide no assurance  that we will be
able to locate compatible business opportunities.

                                       22
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

                              DIGITAL VALLEYS CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                              FINANCIAL STATEMENTS
                             APRIL 30, 2010 AND 2009

Report of Independent Registered Public Accounting Firm                     24

Balance Sheets as of April 30, 2010 and 2009                                25

Statements of Operations for the years ended April 30, 2010 and 2009
and for the period from May 21, 2007 (Date of Inception) to
April 30, 2010                                                              26

Statement of Stockholders' Equity (Deficit) as of April 30, 2010            27

Statements of Cash Flows for the years ended April 30, 2010 and 2009
and for the period from May 21, 2007 (Date of Inception) to
April 30, 2010                                                              28

Notes to the Financial Statements                                           29


                                       23
<PAGE>
Silberstein Ungar, PLLC CPAs and Business Advisors
--------------------------------------------------------------------------------
                                                            Phone (248) 203-0080
                                                              Fax (248) 281-0940
                                                30600 Telegraph Road, Suite 2175
                                                    Bingham Farms, MI 48025-4586
                                                                  www.sucpas.com

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of
Digital Valleys Corp.
Reno, Nevada

We have audited the  accompanying  balance sheets of Digital  Valleys Corp. (the
"Company")  as of April  30,  2010  and  2009,  and the  related  statements  of
operations,  stockholders'  equity (deficit),  and cash flows for the years then
ended and for the period from May 21, 2007  (inception) to April 30, 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 audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  The  Company is not
required  to have,  nor were we engaged  to  perform,  an audit of its  internal
control over financial reporting.  Our audits 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 Digital  Valleys Corp. as of
April 30, 2010 and 2009,  and the results of its  operations  and its cash flows
for the years then ended and for the period  from May 21,  2007  (inception)  to
April 30, 2010 in conformity with accounting  principles  generally  accepted in
the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial statements,  the Company has negative working capital, has received no
revenue  from sales of  products  or  services,  and has  incurred  losses  from
operations. These factors raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans with regard to these matters are
described in Note 2. The  accompanying  financial  statements do not include any
adjustments that might result from the outcome of this uncertainty.


/s/ Silberstein Ungar, PLLC
----------------------------------
Bingham Farms, Michigan
June 8, 2010

                                       24
<PAGE>
                              DIGITAL VALLEYS CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                             APRIL 30, 2010 AND 2009

<TABLE>
<CAPTION>
                                                                          April 30,          April 30,
                                                                            2010               2009
                                                                          --------           --------
<S>                                                                       <C>                <C>
ASSETS

Current Assets
  Cash                                                                    $  2,840           $ 32,403
  Prepaid expenses                                                             250                586
                                                                          --------           --------
Total Current Assets                                                         3,090             32,989
                                                                          --------           --------

Total Assets                                                              $  3,090           $ 32,989
                                                                          ========           ========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Liabilities
  Current Liabilities
    Accounts payable and accrued liabilities                              $ 11,501           $ 27,925
    Due to related party                                                     2,671              2,671
                                                                          --------           --------
Total Current Liabilities                                                   14,172             30,596

Total Liabilities                                                           14,172             30,596
                                                                          --------           --------

Stockholders' Equity (Deficit)
  Common stock, 100,000,000, par value $0.001 shares authorized;
   2,300,000 common shares issued and outstanding                            2,300              2,300
  Additional paid in capital                                                52,700             52,700
  Deficit accumulated during the development stage                         (66,082)           (52,607)
                                                                          --------           --------
Total Stockholders' Equity (Deficit)                                       (11,082)             2,393
                                                                          --------           --------

Total Liabilities and  Stockholders' Equity (Deficit)                     $  3,090           $ 32,989
                                                                          ========           ========
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       25
<PAGE>
                              DIGITAL VALLEYS CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                   FOR THE YEARS ENDED APRIL 30, 2010 AND 2009
         FOR THE PERIOD FROM MAY 21, 2007 (INCEPTION) TO APRIL 30, 2010

<TABLE>
<CAPTION>
                                                                                                     From
                                                                                                 May 21, 2007
                                                        Year Ended           Year Ended         (Inception) to
                                                         April 30,            April 30,            April 30,
                                                           2010                 2009                 2010
                                                        ----------           ----------           ----------
<S>                                                     <C>                  <C>                  <C>
REVENUE                                                 $       --           $       --           $       --
                                                        ----------           ----------           ----------
OPERATING EXPENSES
  Accounting and legal                                       8,750               34,233               45,985
  General & Administrative                                   4,725                9,442               17,006
  Bank Fees                                                     --                   65                   91
  Consulting Fees                                               --                1,500                3,000
                                                        ----------           ----------           ----------
TOTAL OPERATING EXPENSES                                    13,475               45,240               66,082

LOSS FROM OPERATIONS                                       (13,475)             (45,240)             (66,082)

PROVISION FOR INCOME TAXES                                      --                   --                   --
                                                        ----------           ----------           ----------

NET LOSS                                                $  (13,475)          $  (45,240)          $  (66,082)
                                                        ==========           ==========           ==========

NET LOSS PER SHARE: BASIC AND DILUTED                   $    (0.01)          $    (0.02)
                                                        ==========           ==========

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
 BASIC AND DILUTED                                       2,300,000            2,300,000
                                                        ==========           ==========
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       26
<PAGE>
                              DIGITAL VALLEYS CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
         FOR THE PERIOD FROM MAY 21, 2007 (INCEPTION) TO APRIL 30, 2010

<TABLE>
<CAPTION>
                                                                                                Deficit
                                                                                              Accumulated
                                                                                 Additional   During the
                                                            Common Stock          Paid in     Development
                                                        Shares        Amount      Capital        Stage         Total
                                                        ------        ------      -------        -----         -----
<S>                                                    <C>           <C>           <C>           <C>         <C>
Balance, May 21, 2007 (date of inception)                   --       $    --     $     --     $      --      $      --

Shares issued to founder on at $0.0115 per share     1,600,000         1,600       18,400            --         20,000

Private placement at $0.05 per share                   700,000           700       34,300            --         35,000

Net loss for the period ended April 30, 2008                --            --           --        (7,367)        (7,367)
                                                     ---------       -------     --------     ---------      ---------

Balance, April 30, 2008                              2,300,000         2,300       52,700        (7,367)        47,633

Net loss for the year ended April 30, 2009                  --            --           --       (45,240)       (45,240)
                                                     ---------       -------     --------     ---------      ---------

Balance, April 30, 2009                              2,300,000         2,300       52,700       (52,607)         2,393

Net loss for the year ended April 30, 2010                  --            --           --       (13,475)       (13,475)
                                                     ---------       -------     --------     ---------      ---------

Balance, April 30, 2010                              2,300,000       $ 2,300     $ 52,700     $ (66,082)     $ (11,082)
                                                     =========       =======     ========     =========      =========
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       27
<PAGE>
                              DIGITAL VALLEYS CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED APRIL 30, 2010 AND 2009
         FOR THE PERIOD FROM MAY 21, 2007 (INCEPTION) TO APRIL 30, 2010

<TABLE>
<CAPTION>
                                                                                                                From
                                                                                                            May 21, 2007
                                                                       Year Ended         Year Ended       (Inception) to
                                                                        April 30,          April 30,          April 30,
                                                                          2010               2009               2010
                                                                        --------           --------           --------
<S>                                                                     <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss for the period                                               $(13,475)          $(45,240)          $(66,082)
  Adjustments to reconcile net (loss) to net
   cash (used in) operating activities:
     (Increase) decrease in prepaid rent                                     336               (586)              (250)
     Increase (decrease) in accounts payable and accrued liabilities     (16,424)            23,425             11,501
                                                                        --------           --------           --------
Net cash Used in Operating Activities                                    (29,563)           (22,669)           (54,831)
                                                                        --------           --------           --------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of common stock                                      --                 --             55,000
  Proceeds from loan from stockholder                                         --                 --              2,939
  Payments on loan from stockholder                                           --               (268)              (268)
                                                                        --------           --------           --------
Net Cash Provided by Financing Activities                                     --               (268)            57,671
                                                                        --------           --------           --------

Net Increase (Decrease) in Cash                                          (29,563)           (22,669)             2,840
Cash, beginning of the period                                             32,403             55,072                 --
                                                                        --------           --------           --------

Cash, end of the period                                                 $  2,840           $ 32,403           $  2,840
                                                                        ========           ========           ========

SUPPLEMENTAL NON-CASH DISCLOSURES
  Cash paid for income taxes                                            $     --           $     --           $     --
                                                                        ========           ========           ========
  Cash paid for interest                                                $     --           $     --           $     --
                                                                        ========           ========           ========
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       28
<PAGE>
                              DIGITAL VALLEYS CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                                 APRIL 30, 2010


NOTE 1 - NATURE OF OPERATIONS

Digital Valleys Corp.  ("the  Company"),  incorporated in the state of Nevada on
May 21, 2007, is a company with business activities in online customer support /
help desk system.  The company has limited operations and is considered to be in
the development stage.

NOTE 2 - GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
company  will  continue as a going  concern.  As  discussed  in the notes to the
financial  statements,  the Company has no established  source of revenue.  This
raises  substantial  doubt  about the  Company's  ability to continue as a going
concern. Without realization of additional capital, it would be unlikely for the
Company to continue as a going concern.  The financial statements do not include
any  adjustments  that  might  result  from  this  uncertainty.   The  Company's
activities  to date have been  supported by equity  financing.  It has sustained
losses in all  previous  reporting  periods  with an  inception  to date loss of
$66,082 as of April 30, 2010.

Management  continues to seek funding from its  shareholders and other qualified
investors to pursue its business  plan. In the  alternative,  the Company may be
amenable to a sale, merger or other acquisition in the event such transaction is
deemed by management to be in the best interests of the shareholders.

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

Accounting Basis
These  financial  statements  are prepared on the accrual basis of accounting in
conformity with accounting principles generally accepted in the United States of
America.

Financial Instruments
The Company's financial instruments consist of cash, prepaid expenses,  accounts
payable and accrued liabilities, and an amount due to stockholder.

The  amount  due to  stockholder  is non  interest-bearing.  It is  management's
opinion  that the Company is not exposed to  significant  interest,  currency or
credit risks arising from its other  financial  instruments  and that their fair
values approximate their carrying values except where separately disclosed.

Use of Estimates
The preparation of financial  statements in conformity  with generally  accepted
accounting principles of the United States requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the reported  amounts of revenues and expenses  during the year.
The  more  significant  areas  requiring  the  use of  estimates  include  asset
impairment,  stock-based compensation, and future income tax amounts. Management
bases its estimates on historical experience and on other assumptions considered
to be reasonable  under the  circumstances.  However,  actual results may differ
from the estimates.

Property
The Company  does not own any  property.  Our office  space is leased to us on a
month to month basis for approximately $200 per month.

                                       29
<PAGE>
                              DIGITAL VALLEYS CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                                 APRIL 30, 2010


NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Advertising
The  Company  expenses  advertising  costs as  incurred.  The Company has had no
advertising activity since inception.

Loss Per Share
Basic loss per share is calculated  using the weighted  average number of common
shares  outstanding  and the treasury stock method is used to calculate  diluted
earnings  per share.  For the years  presented,  this  calculation  proved to be
anti-dilutive.

Dividends
The  Company  has not  adopted any policy  regarding  payment of  dividends.  No
dividends have been paid during the period shown.

Income Taxes
The Company provides for income taxes using an asset and liability approach.

Deferred tax assets are reduced by a valuation allowance if, based on the weight
of  available  evidence,  it is more  likely  than not  that  some or all of the
deferred  tax assets will not be  realized.  No  provision  for income  taxes is
included in the statement  due to its  immaterial  amount,  net of the allowance
account,   based  on  the   likelihood  of  the  Company  to  utilize  the  loss
carry-forward.

Net Income Per Common Share
Net income  (loss) per common share is computed  based on the  weighted  average
number of  common  shares  outstanding  and  common  stock  equivalents,  if not
anti-dilutive.  The  Company  has not issued  any  potentially  dilutive  common
shares.

Recent Accounting Pronouncements
Digital Valleys does not expect the adoption of any recently  issued  accounting
pronouncements  to  have a  significant  impact  on  the  Company's  results  of
operations, financial position or cash flow.

NOTE 4 - DUE TO STOCKHOLDER

The amount owing to  stockholder is unsecured,  non-interest  bearing and has no
specific terms of repayment.

NOTE 5 - CAPITAL STOCK

The company has  100,000,000  common shares  authorized at a par value of $0.001
per share.

During the year ended April 30, 2008, the company issued 2,300,000 common shares
for total proceeds of $55,000.

As of April 30,  2010,  the  Company  had  2,300,000  common  shares  issued and
outstanding, and the Company has no warrants or options outstanding.

                                       30
<PAGE>
                              DIGITAL VALLEYS CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                                 APRIL 30, 2010


NOTE 6 - INCOME TAXES

The Company provides for income using an asset and liability approach.  Deferred
tax assets and  liabilities  are recorded based on the  differences  between the
financial statement and tax bases of assets and liabilities and the tax rates in
effect currently.

Deferred tax assets are reduced by a valuation allowance if, based on the weight
of  available  evidence,  it is more  likely  than not  that  some or all of the
deferred  tax assets  will not be  realized.  In the  Company's  opinion,  it is
uncertain whether they will generate  sufficient taxable income in the future to
fully  utilize the net deferred tax asset.  Accordingly,  a valuation  allowance
equal to the deferred tax asset has been recorded.  The total gross deferred tax
asset at April 30, 2010 is $14,538,  which is  calculated  by  multiplying a 22%
estimated tax rate by the cumulative NOL of $66,082.  The valuation allowance at
April 30, 2010 is $(14,538).

The company has non-capital losses of $66,082.

NOTE 7 - RELATED PARTY TRANSACTIONS

As at April 30, 2010,  there is a balance owing to a stockholder  of the Company
in the amount of $2,671.

The  officers  and  directors  of the  Company are  involved  in other  business
activities  and  may,  in  the  future,   become   involved  in  other  business
opportunities  that  become  available.  They may face a conflict  in  selecting
between the Company and other business interests. The Company has not formulated
a policy for the resolution of such conflicts.

NOTE 8 - CONCENTRATIONS OF RISKS

As of October 14, 2008 all non-interest  bearing transaction deposit accounts at
an  FDIC-insured  institution,  including  all personal  and  business  checking
deposit  accounts  that do not earn  interest,  are fully insured for the entire
amount in the deposit account.  This unlimited  insurance  coverage is temporary
and remained in effect for participating institutions until December 31, 2009.

All other deposit  accounts at  FDIC-insured  institutions  are insured up to at
least $250,000 per depositor  until December 31, 2009. On January 1, 2010,  FDIC
deposit  insurance  for all  deposit  accounts,  except for  certain  retirement
accounts, will return to at least $100,000 per depositor.

NOTE 9 - SUBSEQUENT EVENTS

The Company has analyzed  its  operations  subsequent  to April 30, 2010 and has
determined that it does not have any material  subsequent  events to disclose in
the financial statements.

                                       31
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management 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  principal  financial  officers  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
accounting  principles  generally  accepted in the United  States of America 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 accounting  principles generally accepted in the United States of
          America and that  receipts and  expenditures  of the company are being
          made  only  in  accordance  with   authorizations  of  management  and
          directors of the company; and
     -    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.  All internal control systems,
no matter how well designed,  have inherent limitations.  Therefore,  even those
systems  determined to be effective can provide only  reasonable  assurance with
respect to financial  statement  preparation  and  presentation.  Because of the
inherent  limitations  of  internal  control,  there  is a  risk  that  material
misstatements  may not be  prevented  or detected on a timely  basis by internal
control over financial reporting.  However, these inherent limitations are known
features of the financial reporting process. Therefore, it is possible to design
into the process safeguards to reduce, though not eliminate, this risk.

As of April 30, 2010  management  assessed  the  effectiveness  of our  internal
control over financial  reporting  based on the criteria for effective  internal
control over financial  reporting  established  in Internal  Control--Integrated
Framework  issued by the Committee of Sponsoring  Organizations  of the Treadway
Commission  ("COSO") and SEC guidance on conducting such  assessments.  Based on
that evaluation,  they 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
controls 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 our  management
considered to be material  weaknesses  under the standards of the Public Company
Accounting  Oversight Board were: (1) lack of a functioning  audit committee due
to a lack of a majority  of  independent  members  and a lack of a  majority  of
outside directors on our 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;  and (3) ineffective  controls over period end financial  disclosure
and reporting processes.  The aforementioned material weaknesses were identified
by our Chief  Executive  Officer in  connection  with the audit of our financial
statements as of April 30, 2010.

                                       32
<PAGE>
Management  believes that the material weaknesses set forth in items (2) and (3)
above did not have an  effect  on our  financial  results.  However,  management
believes  that  the  lack of a  functioning  audit  committee  and the lack of a
majority of outside  directors on our board of directors  results in ineffective
oversight in the  establishment and monitoring of required internal controls and
procedures,  which  could  result in a material  misstatement  in our  financial
statements in future periods.

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

MANAGEMENT'S REMEDIATION INITIATIVES

In  an  effort  to  remediate  the  identified  material  weaknesses  and  other
deficiencies and enhance our internal  controls,  we have initiated,  or plan to
initiate, the following series of measures:

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 us. And, we plan to
appoint one or more outside  directors  to our board of  directors  who shall be
appointed to an audit committee resulting in a fully functioning audit committee
who will undertake the oversight in the establishment and monitoring of required
internal  controls and procedures such as reviewing and approving  estimates and
assumptions made by management when funds are available to us.

Management  believes that the appointment of one or 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 our Board.

We anticipate that these  initiatives will be at least partially,  if not fully,
implemented  by December  31,  2010.  Additionally,  we plan to test our updated
controls and remediate our deficiencies by December 31, 2010.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There was no change in our  internal  controls  over  financial  reporting  that
occurred  during  the  period  covered  by this  report,  which  has  materially
affected,  or is reasonably likely to materially  affect,  our internal controls
over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

                                       33
<PAGE>
                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

EXECUTIVE OFFICER AND DIRECTORS

Our officers and directors and their ages and positions are as follows:

     Name             Age                         Position
     ----             ---                         --------

Felipe A. Pati        40            President, Treasurer, Secretary and Director

MR.  FELIPE A PATI  joined our  company in May 2007.  Mr. Pati is serving as the
President,  Treasurer,  Secretary  and sole  Director of the  Company.  Mr. Pati
received his Masters in Computer  Science in 2001 from De La Salle University in
Manila  Philippines,  and a Ph.D  in  Philosophy  in  Management  in  2006  from
University of the Cordilleras, Baguio City, Philippines.

Currently  Mr. Pati is a professor  at Saint Louis  University  in Baguio  City,
Philippines.  He teaches in the Information and Computer  Science  Department in
both Graduate and Undergraduate programs.

Before that, from 2001 to 2006, he was Department  Head and Associate  Professor
of  Computer  Science  at the  University  of the  Cordilleras  in  Bagio  City,
Philippines.

AUDIT COMMITTEE

We do not have an audit committee at this time.

CODE OF ETHICS

We currently do not have a Code of Ethics.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities  Exchange Act of 1934, as amended,  requires our
directors,  executive  officers,  and stockholders  holding more than 10% of our
outstanding  common stock,  to file with the Securities and Exchange  Commission
initial  reports of ownership and reports of changes in beneficial  ownership of
our  common  stock.   Executive   officers,   directors   and   greater-than-10%
stockholders  are required by SEC  regulations  to furnish us with copies of all
Section 16(a) reports they file. To our knowledge, based solely on review of the
copies of such reports  furnished  to us for the year ended April 30,  2010,  no
Section 16(a) reports required to be filed by our executive officers,  directors
and greater-than-10% stockholders were not filed on a timely basis.

                                       34
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth the cash compensation paid to the Chief Executive
Officer and to all other  executive  officers for services  rendered  during the
fiscal year ended April 30, 2010.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                     Annual Compensation                     Long Term Compensation
                                   -------------------------   ---------------------------------------------------
                                                                        Awards             Payouts
                                                               -------------------------   -------
                                                               Securities     Restricted
                                                               Underlying      Shares or
                                                                Options/      Restricted
     Name and                                                     SARs          Share        LTIP
Principal Position       Year      Salary     Bonus    Other     Granted        Units       Payouts     All Other
------------------       ----      ------     -----    -----     -------        -----       -------     ---------
<S>                     <C>        <C>        <C>      <C>       <C>            <C>         <C>         <C>
Mr. Felipe A. Pati       2009        Nil       Nil      Nil        Nil           Nil          Nil          Nil
President,               2010        Nil       Nil      Nil        Nil           Nil          Nil          Nil
Treasurer
Secretary and
Director

                                      Option Awards                                             Stock Awards
          -----------------------------------------------------------------   ----------------------------------------------
                                                                                                                    Equity
                                                                                                                   Incentive
                                                                                                       Equity        Plan
                                                                                                      Incentive     Awards:
                                                                                                        Plan       Market or
                                                                                                       Awards:      Payout
                                          Equity                                                      Number of    Value of
                                         Incentive                            Number                  Unearned     Unearned
                                        Plan Awards;                            of         Market      Shares,      Shares,
           Number of      Number of      Number of                            Shares      Value of    Units or     Units or
          Securities     Securities     Securities                           or Units    Shares or     Other         Other
          Underlying     Underlying     Underlying                           of Stock     Units of     Rights       Rights
          Unexercised    Unexercised    Unexercised   Option      Option       That      Stock That     That         That
          Options (#)    Options (#)     Unearned     Exercise  Expiration   Have Not     Have Not    Have Not     Have Not
Name      Exercisable   Unexercisable   Options (#)    Price       Date      Vested(#)     Vested      Vested       Vested
----      -----------   -------------   -----------    -----       ----      ---------     ------      ------       ------
Mr. Felipe
A. Pati       --            --              --           --         --          --           --          --           --
</TABLE>

OPTION GRANTS AND EXERCISES

There were no option grants or exercises by any of the executive  officers named
in the Summary Compensation Table above.

EMPLOYMENT AGREEMENTS

We have not  entered  into  employment  and/or  consultant  agreements  with our
Directors and officers.

                                       35
<PAGE>
COMPENSATION OF DIRECTORS

All directors  receive  reimbursement for reasonable  out-of-pocket  expenses in
attending board of directors meetings and for promoting our business.  From time
to time we may  engage  certain  members  of the board of  directors  to perform
services  on our  behalf.  In such cases,  we  compensate  the members for their
services at rates no more  favorable  than could be obtained  from  unaffiliated
parties.  Our directors have not received any  compensation  for the fiscal year
ended April 30, 2010.

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

The table  below sets forth the  number and  percentage  of shares of our common
stock owned as of July 27, 2009,  by the  following  persons:  (i)  stockholders
known  to us who own 5% or  more of our  outstanding  shares,  (ii)  each of our
Directors,  and (iii) our officers and  Directors as a group.  Unless  otherwise
indicated,  each of the  stockholders  has sole voting and investment power with
respect to the shares beneficially owned.

<TABLE>
<CAPTION>
                      Name and Address of          Amount and Nature         Percentage of
Title of Class        Beneficial Owner(2)       of Beneficial Ownership         Class(1)
--------------        -------------------       -----------------------         --------
<S>                   <C>                          <C>                        <C>
Common Stock              Mr. Pati                     1,600,000                 69.56%

All Officers as
 a Group                                               1,600,000                 69.56%
</TABLE>

----------
(1)  Based on 2,300,000 shares of our common stock outstanding.

CHANGES IN CONTROL

There are no existing arrangements that may result in a change in control of the
Company.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.

The following  table sets forth  information  regarding our equity  compensation
plans.

<TABLE>
<CAPTION>

                               Number of                                            Number of securities
                         securities to be issued       Weighted-average         remaining available for future
                            upon exercise of           exercise price of            issuance under equity
                          outstanding options,        outstanding options,      compensation plans (excluding
Plan category             warrants and rights         warrants and rights      securities reflected in column (a)
-------------             -------------------         -------------------      ----------------------------------
<S>                      <C>                         <C>                      <C>
Equity compensation
plans approved by
security holders                 --                           --                               --

Equity compensation
plans not approved
by security holders              --                           --                               --

Total                            --                           --                               --
</TABLE>

                                       36
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
         INDEPENDENCE

Other  than the  transactions  discussed  below,  we have not  entered  into any
transaction  nor  are  there  any  proposed  transactions  in  which  any of our
Directors,  executive  officers,  stockholders  or any  member of the  immediate
family of any of the foregoing  had or is to have a direct or indirect  material
interest.

As of April 30, 2010, there is a balance owing to one of our stockholders in the
amount of $2,671.  This balance is  unsecured,  non-interest  bearing and has no
specific terms of repayment.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

For the year ended April 30, 2010,  Silberstein Ungar, PLLC billed us for $4,500
in audit fees.

REVIEW FEES

Silberstein Ungar PLLC, billed us $4,500 for reviews of our quarterly  financial
statements in fiscal 2010 and are not reported under Audit Fees above.

TAX AND ALL OTHER FEES

We did not pay any  fees to  Silberstein  Ungar,  PLLC for tax  compliance,  tax
advice, tax planning or other work during our fiscal year ended April 30, 2010

PRE-APPROVAL POLICIES AND PROCEDURES

We  have  implemented  pre-approval  policies  and  procedures  related  to  the
provision of audit and non-audit services. Under these procedures,  our board of
directors  pre-approves  all  services to be  provided by Moore and  Associates,
Chartered and the estimated fees related to these services.

                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibit                                 Description
-------                                 -----------

  3.1          Articles of Incorporation (included as Exhibit 3.1 to the Form
               S-1 filed August 6, 2008, and incorporated by reference)

  3.2          Bylaws (included as Exhibit 3.1 to the Form S-1 filed August 6,
               2008, and incorporated by reference)

  31           Certification of Felipe A. Pati

  32           Certification of Felipe A. Pati

                                       37
<PAGE>
                                   SIGNATURES

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

                                       DIGITAL VALLEYS CORP.


June 17, 2010                         By: /s/ Felipe A. Pati
                                          --------------------------------------
                                          Felipe A. Pati
                                          President, Treasurer, and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated.

     Signatures                           Title                         Date
     ----------                           -----                         ----


/s/ Felipe A. Pati             President, Treasurer, Secretary,    June 17, 2010
---------------------------    and Director
Felipe A. Pati


                                       38