UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-K





[X]
            ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year ended December 31,
      2009[  ]
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACTFor
      the transition period from _________ to ________Commission
      file number:000-53322





NUGENT ENGINE TECHNOLOGIES
      INC.(Exact
      name of registrant as specified in its
charter)





Florida
              26 - 2676697(State
      or other jurisdiction of incorporation or organization)
              (I.R.S.
      Employer Identification No.)Howard
      Hughes Center, 680 Center Drive, 6th Floor
                Los
      Angeles, California 90045
              90045(Address
      of principal executive offices)
              (Zip
      Code)
  Registrant’s
      telephone number:  (310)
      694-8072Securities
      registered under Section 12(b) of the Exchange Act:Title
      of each class of common stock
              Name
      of each exchange on which registeredNone
              not applicableSecurities
      registered under Section 12(g) of the Exchange Act:Title
      of each class
              Name
      of each exchange on which registeredCommon Stock, par value
    $0.001
              not
applicable





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





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





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





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. Yes
[  ]     No [X]





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





Large
      accelerated filer [  ]
            Accelerated
      filer [  ]Non-accelerated
      filer [  ]
            Smaller
      reporting company [X]





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





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter. Not
available





Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date.  2,100,000 as of March 18,
2010.





Table of
Contents





TABLEOF
CONTENTS





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








PART I




Item
1.   Business





Company
Overview





Nugent
Engine Technologies, Inc. (“NET” or the “Company”) is a development stage
company. Currently, NET is working the development, as well as sourcing
(exploring licensing), advance engine technologies.  At present, the
Company has no current operating income.





NET was
incorporated on May 22, 2008, in the State of Florida under the name of
Enterprise V. Corporation by its incorporator and sole shareholder, Enterprise
Creations LLC.  On July 15, 2008, the Company filed its Form 10-12G
with the Securities and Exchange Commission (“SEC”), effectively registering the
Company as a blank check company.  On October 14, 2008, the Company
filed amended articles with the Florida Secretary of State, changing the
Company’s name from Enterprise V. Corporation to Nugent Engine Technologies,
Inc.  On March 11 and 12, 2009, NET filed Forms 8-K and SC-13D,
respectably, with the SEC; whereby the Company reported a change in control by
means of a private sale of 100% of the outstanding shares by its sole
shareholder, Enterprise Creations LLC, to the Twenty Second Trust
(Australia).  During the interceding months, the Company has remained
current with the SEC as a blank check company.  As of December 31,
2009, NET’s board of directors has not entered into an agreement with an
operating company on merger or acquisition that would believe will result in a
reverse merger pursuant to FASB guidelines when and if finalized.





Micheal
Nugent is our Chief Executive Officer and Board Chairman.





Our
Business





Our
company, based on proposed business activities, is a "blank check" company. The
U.S. Securities and Exchange Commission (the "SEC") defines those companies as
"any development stage company that is issuing a penny stock, within the meaning
of Section 3 (a)(51) of the Exchange Act of 1934, as amended, (the "Exchange
Act") and that has no specific business plan or purpose, or has indicated that
its business plan is to merge with an unidentified company or companies." Under
SEC Rule 12b-2 under the Securities Act of 1933, as amended (the "Securities
Act"), we also qualify as a "shell company," because we have no or nominal
assets (other than cash) and no or nominal operations. Many states have enacted
statutes, rules and regulations limiting the sale of securities of "blank check"
companies in their respective jurisdictions. Management does not intend to
undertake any efforts to cause a market to develop in our securities, either
debt or equity, until we have successfully concluded a business combination. We
intend to comply with the periodic reporting requirements of the Exchange Act
for so long as we are subject to those requirements.





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





The
analysis of new business opportunities is being undertaken by or under the
supervision of Mr. Micheal Nugent. As of this date, we have not entered
into any definitive agreement with any party, nor have there been any specific
discussions with any potential business combination candidate regarding business
opportunities for us. We have unrestricted flexibility in seeking,
analyzing and participating in potential business opportunities. In our efforts
to analyze potential acquisition targets, we will consider the following kinds
of factors:





·
            Potential
      for growth, indicated by new technology, anticipated market expansion or
      new products;





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





·
            Strength
      and diversity of management, either in place or scheduled for
      recruitment;





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





·
            The
      cost of participation as compared to the perceived tangible and intangible
      values and potentials;





·
            The
      extent to which the business opportunity can be
  advanced;





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





·
            Other
      relevant factors.





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


-3-


No
assurances can be given that we will be able to enter into a business
combination, as to the terms of a business combination, or as to the nature of
the target company.





Competition





We are in
a highly competitive market for a small number of business opportunities which
could reduce the likelihood of consummating a successful business combination.
We are and will continue to be an insignificant participant in the business of
seeking mergers with, joint ventures with and acquisitions of small private and
public entities. A large number of established and well-financed entities,
including small public companies and venture capital firms, are active in
mergers and acquisitions of companies that may be desirable target candidates
for us. Nearly all these entities have significantly greater financial
resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.





Intellectual
Property





We do not
own any patent, trademark, or legally enforceable claim to proprietary
intellectual property.





Employees





We have
no employees.  The Company officers and directors are currently
fulfilling their roles via consulting agreements.





Research
and Development Expenditures





We have
not incurred any research or development expenditures since our
incorporation.





Government
Regulation





Government
regulation and compliance with environmental laws do not have a material effect
on our business. We are subject to the laws and regulations of those
jurisdictions in which we plan to operate and sell our products, which are
generally applicable to business operations, such as business licensing
requirements, income taxes and payroll taxes.





Subsidiaries





We do not
have any subsidiaries.





Item2.   Properties





We do not
presently lease or own any real property.





Item 3.   Legal Proceedings





We are
not a party to any pending legal proceeding. We are not aware of any pending
legal proceeding to which any of our officers, directors, or any beneficial
holders of 5% or more of our voting securities are adverse to us or have a
material interest adverse to us.





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





No
matters were submitted to a vote of the Company's shareholders during the fiscal
year ended December 31, 2009.


-4-


PART II





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





Market
Information





We do not
have a trading symbol, and our Common Stock is not trading on any stock
exchange. We are not aware of any market activity in our stock since its
inception and through the date of this filing.





Penny
Stock





The SEC
has adopted rules that regulate broker-dealer practices in connection with
transactions in penny stocks. Penny stocks are generally equity securities with
a market price of less than $5.00, other than securities registered on certain
national securities exchanges or quoted on the NASDAQ system, provided that
current price and volume information with respect to transactions in such
securities is provided by the exchange or system. The penny stock rules require
a broker-dealer, prior to a transaction in a penny stock, to deliver a
standardized risk disclosure document prepared by the SEC, that: (a) contains a
description of the nature and level of risk in the market for penny stocks in
both public offerings and secondary trading; (b) contains a description of the
broker's or dealer's duties to the customer and of the rights and remedies
available to the customer with respect to a violation of such duties or other
requirements of the securities laws; (c) contains a brief, clear, narrative
description of a dealer market, including bid and ask prices for penny stocks
and the significance of the spread between the bid and ask price; (d) contains a
toll-free telephone number for inquiries on disciplinary actions; (e) defines
significant terms in the disclosure document or in the conduct of trading in
penny stocks; and (f) contains such other information and is in such form,
including language, type size and format, as the SEC shall require by rule or
regulation.





The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, the customer with (a) bid and offer quotations for the penny stock; (b)
the compensation of the broker-dealer and its salesperson in the transaction;
(c) the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market for
such stock; and (d) a monthly account statement showing the market value of each
penny stock held in the customer's account.





In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement as to transactions involving
penny stocks, and a signed and dated copy of a written suitability
statement.





These
disclosure requirements may have the effect of reducing the trading activity for
our common stock should our stock ever be traded on a public market. Therefore,
stockholders may have difficulty selling our securities.





Holders
of Our Common Stock





As of
December 31, 2009, we had 2,100,000 shares of our common stock issued and
outstanding, held by the Twenty Second Trust of which Micheal P. Nugent is
trustee.





Dividends





We
have not paid any cash dividends to date and does not anticipate or
contemplate paying dividends in the foreseeable future. It is the present
intention of management to utilize all available funds for the development
of our business.





Securities
Authorized for Issuance under Equity Compensation Plans





We do not
have any equity compensation plans.





Item6.   Selected Financial Data





A smaller
reporting company is not required to provide the information required by this
Item.





-5-


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





Forward-Looking
Statements





Certain
statements, other than purely historical information, including estimates,
projections, statements relating to our business plans, objectives, and expected
operating results, and the assumptions upon which those statements are based,
are “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These forward-looking
statements generally are identified by the words “believes,” “project,”
“expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,”
“will,” “would,” “will be,” “will continue,” “will likely result,” and similar
expressions. We intend such forward-looking statements to be covered by the
safe-harbor provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995, and are including this statement for
purposes of complying with those safe-harbor provisions. Forward-looking
statements are based on current expectations and assumptions that are subject to
risks and uncertainties which may cause actual results to differ materially from
the forward-looking statements. Our ability to predict results or the actual
effect of future plans or strategies is inherently uncertain. Factors which
could have a material adverse affect on our operations and future prospects on a
consolidated basis include, but are not limited to: changes in economic
conditions, legislative/regulatory changes, availability of capital, interest
rates, competition, and generally accepted accounting principles. These risks
and uncertainties should also be considered in evaluating forward-looking
statements and undue reliance should not be placed on such statements. We
undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.
Further information concerning our business, including additional factors that
could materially affect our financial results, is included herein and in our
other filings with the SEC.





Plan
of Operation in the Next Twelve Months





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





We do not
currently engage in any business activities that provide cash flow. The costs of
investigating and analyzing business combinations for the next 12 months and
beyond such time will be paid with money in our treasury, if any, or with
additional money contributed by Micheal Nugent, another officer or director, or
another source.





During
the next 12 months, we anticipate incurring costs related to filing of Exchange
Act reports and costs relating to consummating an acquisition. We believe we
will be able to meet these costs through use of funds in our treasury and
additional amounts, as necessary, to be loaned to or invested in us by our
stockholders, management or other investors.





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





Mr.
Micheal Nugent has not had any preliminary contact or discussions with any
representative of any other entity regarding a business combination with us. Any
target business that is selected may be a financially unstable company or an
entity in its early stages of development or growth, including entities without
established records of sales or earnings. In that event, we will be subject to
numerous risks inherent in the business and operations of financially unstable
and early stage or potential emerging growth companies. In addition, we may
effect a business combination with an entity in an industry characterized by a
high level of risk, and, although our management will endeavor to evaluate the
risks inherent in a particular target business, there can be no assurance that
we will properly ascertain or assess all significant risks.





Our
management anticipates that it will likely be able to effect only one business
combination, due primarily to our limited financing, and the dilution of
interest for present and prospective stockholders, which is likely to occur as a
result of our management's plan to offer a controlling interest to a target
business in order to achieve a tax-free reorganization. This lack of
diversification should be considered a substantial risk in investing in us,
because it will not permit us to offset potential losses from one venture
against gains from another.





-6-


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





Significant
Equipment





We do not
intend to purchase any significant equipment for the next twelve
months.





Employees





We do not
have plans to change the number of our employees during the next twelve
months.





Results
of Operations for the year ended December 31, 2009 and for the period from
August 27, 2007 (Date of Inception) until October 31, 2009





We have
not earned any revenues since our inception on August 27, 2007.  We do
not anticipate earning revenues until such a time that we will be able to enter
into a business combination.





We
incurred operating expenses in the amount of $6,593 for the year ended December
31, 2009, compared with $4,033, for the previous year.  The entire
amount for both periods was attributable to general and administrative expenses,
principally costs associated with statutory filings.  We have incurred
total operating expenses of $10,626 from inception on May 22, 2008 through
December 31, 2009.  The entire amount was attributable to general and
administrative expenses.





We
anticipate our operating expenses will increase as we more fully implement our
business plan. The increase will be attributable to expenses to operating our
business, and the professional fees to be incurred in connection with our
reporting obligations as a public company as our business activity
increases.





Liquidity
and Capital Resources





As of
December 31, 2009, we had no current assets, no liabilities and no working
capital.  We currently do not engage nor intend to engage in any
business activities that provide cash flow until we enter into a successful
business combination.





Off
Balance Sheet Arrangements





As of
December 31, 2009, there were no off balance sheet arrangements.





Going
Concern





Our
financial statements are prepared using generally accepted accounting principles
applicable to a going concern which contemplates the realization of assets and
liquidation of liabilities in the normal course of business.  We have
had no revenues and have generated no operations.





In order
to continue as a going concern and achieve a profitable level of operation, we
will need, among other things, additional capital resources and to develop a
consistent source of revenues.  Management's plans include seeking a
merger with an existing operating company.





Our
ability to continue as a going concern is dependent upon our ability to
successfully accomplish the plan described in the preceding paragraph and
eventually attain profitable operations.  The accompanying financial
statements in this report do not include any adjustments that might be necessary
if we are unable to continue as a going concern.





-7-


Critical
Accounting Policies





In
December 2001, the SEC requested that all registrants list their most “critical
accounting polices” in the Management Discussion and Analysis. The SEC indicated
that a “critical accounting policy” is one which is both important to the
portrayal of a company’s financial condition and results, and requires
management’s most difficult, subjective or complex judgments, often as a result
of the need to make estimates about the effect of matters that are inherently
uncertain. There are no critical accounting policies.





Recently
Issued Accounting Pronouncements





In June
2009, the Financial Accounting Standards Board (FASB) issued ASC Statement No.
105. The FASB Accounting Standards Codification and the Hierarchy of Generally
Accepted Accounting Principles (ASC 105).  ASC 105 has become the
single source authoritative nongovernmental U.S. generally accepted accounting
principles (GAAP), superseding existing FASB, American Institute of Certified
Public Accountants, Emerging Issues Task Force, and related accounting
literature.  ASC 105 reorganized the thousands of GAAP pronouncements
into roughly 90 accounting topics and displays them using a consistent
structure.  Also included is relevant SEC guidance organized using the
same topical structure in separate sections.  The Company adopted ASC
105 on July 1, 2009.  The adoption of ASC 105 did not have an impact
on the Company’s financial position or results of operations.





On
April 1, 2009, the Company adopted ASC 825-10-65, Financial Instruments –
Overall – Transition and Open Effective Date Information (ASC 825-10-65). ASC
825-10-65 amends ASC 825-10 to require disclosures about fair value of financial
instruments in interim financial statements as well as in annual financial
statements and also amends ASC 270-10 to require those disclosures in all
interim financial statements. The adoption of ASC 825-10-65 did not have a
material impact on the Company’s results of operations or financial
condition.





On
April 1, 2009, the Company adopted ASC 855, Subsequent Events (ASC 855).
ASC 855 establishes general standards of accounting for and disclosure of events
that occur after the balance sheet date but before financial statements are
issued or are available to be issued. It requires the disclosure of the
date through which an entity has evaluated subsequent events and the basis for
that date – that is, whether that date represents the date the financial
statements were issued or were available to be issued. This disclosure
should alert all users of financial statements that an entity has not evaluated
subsequent events after that date in the set of financial statements being
presented. The adoption of ASC 855 did not have a material impact on the
Company’s results of operations or financial condition.





On
July 1, 2009, the Company adopted ASU No. 2009-05, Fair Value
Measurements and Disclosures (Topic 820) (ASU 2009-05). ASU 2009-05 provided
amendments to ASC 820-10, Fair Value Measurements and Disclosures – Overall, for
the fair value measurement of liabilities. ASU 2009-05 provides clarification
that in circumstances in which a quoted price in an active market for the
identical liability is not available, a reporting entity is required to measure
fair value using certain techniques. ASU 2009-05 also clarifies that when
estimating the fair value of a liability, a reporting entity is not required to
include a separate input or adjustment to other inputs relating to the existence
of a restriction that prevents the transfer of a liability. ASU 2009-05 also
clarifies that both a quoted price in an active market for the identical
liability at the measurement date and the quoted price for the identical
liability when traded as an asset in an active market when no adjustments to the
quoted price of the asset are required are Level 1 fair value measurements. The
adoption of ASU 2009-05 did not have a material impact on the Company’s results
of operations or financial condition.





In
October 2009, the FASB issued ASU 2009-13, Multiple-Deliverable Revenue
Arrangements, (amendments to ASC 605, Revenue Recognition) (ASU
2009-13).  ASU 2009-13 requires entities to allocate revenue in an
arrangement using estimated selling prices of the delivered goods and services
based on a selling price hierarchy. The amendments eliminate the residual method
of revenue allocation and require revenue to be allocated using the relative
selling price method.  ASU 2009-13 should be applied on a prospective
basis for revenue arrangements entered into or materially modified in fiscal
years beginning on or after June 15, 2010, with early adoption permitted.
The Company does not expect adoption of ASU 2009-13 to have a material impact on
the Company’s results of operations or financial condition.





Item 7A.   Quantitative and Qualitative Disclosures About Market
Risk





A smaller
reporting company is not required to provide the information required by this
Item.





-8-


Item
8.   Financial Statements and Supplementary Data





See the
financial statements annexed to this annual report.





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





None





Item 9A(T).  Controls and Procedures





Evaluation
of Disclosure Controls and Procedures





We
carried out an evaluation, under the supervision and with the participation of
our management, including our principal executive officer and principal
financial officer, of the effectiveness of our disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)).  Based upon that evaluation, our principal executive
officer and principal financial officer concluded that, as of the end of the
period covered in this report, our disclosure controls and procedures were not
effective to ensure that information required to be disclosed in reports filed
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the required time periods and is accumulated and communicated to
our management, including our principal executive officer and principal
financial officer, as appropriate to allow timely decisions regarding required
disclosure.





Our
management, including our principal executive officer and principal financial
officer, does not expect that our disclosure controls and procedures or our
internal controls will prevent all error or fraud.  A control system,
no matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are
met.  Further, the design of a control system must reflect the fact
that there are resource constraints and the benefits of controls must be
considered relative to their costs.  Due to the inherent limitations
in all control systems, no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, have been detected. To
address the material weaknesses, we performed additional analysis and other
post-closing procedures in an effort to ensure our consolidated financial
statements included in this annual report have been prepared in accordance with
generally accepted accounting principles. Accordingly, management believes that
the financial statements included in this report fairly present in all material
respects our financial condition, results of operations and cash flows for the
periods presented.





Management’s
Report on Internal Control over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rule 13a-15(f) under the
Securities Exchange Act, as amended.  Our management assessed the
effectiveness of our internal control over financial reporting as of December
31, 2009. In making this assessment, our management used the criteria set forth
by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”)
in Internal Control-Integrated Framework.  A material weakness is a
deficiency, or a combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a material
misstatement of the company's annual or interim financial statements will not be
prevented or detected on a timely basis.  We have identified the
following material weaknesses.





1.           As
of December 31, 2009, we did not maintain effective controls over the control
environment.  Specifically we have not developed and effectively
communicated to our employees its accounting policies and
procedures.  This has resulted in inconsistent
practices.  Further, the Board of Directors does not currently have
any independent members and no director qualifies as an audit committee
financial expert as defined in Item 407(d)(5)(ii) of Regulation
S-K.  Since these entity level programs have a pervasive effect across
the organization, management has determined that these circumstances constitute
a material weakness.





2.           As
of December 31, 2009, we did not maintain effective controls over financial
statement disclosure. Specifically, controls were not designed and in place to
ensure that all disclosures required were originally addressed in our financial
statements.   Accordingly, management has determined that this control
deficiency constitutes a material weakness.





Because
of these material weaknesses, management has concluded that the Company did not
maintain effective internal control over financial reporting as of December 31,
2009, based on the criteria established in "Internal Control-Integrated
Framework" issued by the COSO.





Change
In Internal Control Over Financial Reporting





There
were no changes in our internal control over financial reporting that occurred
during our last fiscal year that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.





Item 9B.   Other
Information





None





-9-


PART III





Item 10.  Directors, Executive Officers and Corporate
Governance





The
following information sets forth the name of our sole executive officer and
director, his age as of December 31, 2009 and his present position.





Name
            Age
            Position Held with the
    CompanyMicheal
      Nugent
            46
            President,
      Secretary, Treasurer-Chief Financial Officer and
  DirectorRobert
      Smith
            48
            Chief
      Executive Officer and Director





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





Micheal
Nugent, Chairman, President, Secretary, and Treasurer-CFO


Micheal
Nugent, a resident of Australia, holds offices and active roles with several
private companies in the U.S. and Australia, including as the Founder,
Chairman/CEO of Roadships America Inc., a private Nevada company that is
developing Short Sea Shipping systems.  He is the Founder and
President of Cyclone Magnetic Engines Inc., a private Nevada company that is
developing engine technology.  He is a director and CEO of Fire From
Ice Films Inc., a private Nevada corporation. He is the CEO of Endeavour
Logistics Pty Ltd, a private Australian company that consults with Australian
Trucking companies.  He is also the Chairman/CEO of Adbax Pty Ltd., a
private Australian company that provides truckside advertising as an affiliate
of Truckads.  Mr. Nugent completed his discipline as a Diesel Fitter
in 1983 with Cummins Diesel Sales and Service. Mr. Nugent is a member of the
Australian Institute of Company Directors, The Marine Highways Cooperative,
The Coastwise Coalition and The Advertising Federation of
Australia.





Robert
Smith, Director, Chief Executive Officer


Robert
Smith is a Director and Corporate Secretary of Enterprise IV Corporation, a
10-12G Blank Check Company; the co-Managing Member of Enterprise Creations LLC,
a joint venture, and; the Managing Member of RKS Capital LLC, a business
development solution provider.  Mr. Smith has 20 plus cumulative years
of management experience; 16 years at executive-level management; 12 plus years
[hands-on] building start-ups and emerging companies; 10 years experience as a
business development consultant. He holds extensive experience and success in
strategic planning and management and capital acquisition (equity and private
debt).  Mr. Smith is a “nuts and bolts” business development
professional with proven success working with development, start-up, emerging
and growth companies in a variety of industries; with added emphasis on capital
acquisition strategies and business plan development.





Directors





Our
bylaws authorize no less than one (1) and more than ten (10)
directors.  We currently have two directors:  Michael P.
Nugent and Robert Smith.





Term
of Office





Our
Directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws.  Our officers are appointed by our board of directors
and hold office until removed by the board.





Family
Relationships





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





Involvement
in Certain Legal Proceedings





To  the
best of our knowledge, during the past five years, none of the
following  occurred  with  respect  to a
present or former director, executive officer, or  employee: (1) any
bankruptcy petition filed by or against any business  of which such
person was a general partner or executive officer either
at  the  time  of the bankruptcy or within two
years prior to that time; (2) any conviction in a
criminal  proceeding  or  being subject to a
pending criminal
proceeding  (excluding  traffic  violations and
other minor offenses); (3) being subject  to  any order,
judgment or decree, not subsequently reversed, suspended
or  vacated,  of  any  court  of  competent  jurisdiction,  permanently  or
temporarily enjoining, barring, suspending or otherwise limiting his or her
involvement in  any  type of business, securities or banking
activities; and (4) being found
by  a  court  of  competent  jurisdiction  (in  a  civil
action), the SEC or the
commodities  Futures  Trading  Commission  to  have  violated
a federal or state securities or commodities law, and the judgment has not been
reversed, suspended or vacated.





-10-


Audit
Committee





We do not
have a separately-designated standing audit committee. The entire Board of
Directors performs the functions of an audit committee, but no written charter
governs the actions of the Board when performing the functions of what would
generally be performed by an audit committee. The Board approves the selection
of our independent accountants and meets and





Section
16(a) Beneficial Ownership Reporting Compliance





Section
16(a) of the Exchange Act requires our directors and executive officers and
persons who beneficially own more than ten percent of a registered class of the
Company’s equity securities to file with the SEC initial reports of ownership
and reports of changes in ownership of common stock and other equity securities
of the Company.  Officers, directors and greater than ten percent
beneficial shareholders are required by SEC regulations to furnish us with
copies of all Section 16(a) forms they file.  To the best of our
knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments
thereof) received by us during or with respect to the year ended October 31,
2006, the following persons have failed to file, on a timely basis, the
identified reports required by Section 16(a) of the Exchange Act during fiscal
year ended October 31, 2009:





Name
      and principal position
            Number
      of late reports
            Transactions
      not timely reported
            Known
      failures to file a required formMicheal
      P. Nugent, a/T/f the Twenty Second Trust
            0
            0
            0





Code
of Ethics





As of
December 31, 2009, we had not adopted a Code of Ethics for Financial Executives,
which would include our principal executive officer, principal financial
officer, principal accounting officer or controller, or persons performing
similar functions.





Item 11.  Executive Compensation





Summary
Compensation Table





The table
below summarizes all compensation awarded to, earned by, or paid to both to our
officers and to our directors for all services rendered in all capacities to us
for our fiscal years ended October 31, 2009 and 2008.





SUMMARY
      COMPENSATION TABLEName
            Year
            Salary($)
            Bonus
              ($)
            Stock
              Awards
              ($)
            Option
              Awards
              ($)
            Non-Equity
              Incentive
      Plan
              Compensation
              ($)
            Nonqualified
              Deferred
              Compensation
              Earnings
      ($)
            All
      Other
              Compensation
              ($)
            Total
              ($)Michael
      Nugent(1)
            2009
            -
            -
            -
            -
            -
            -
            -
            -2008
            -
            -
            -
            -
            -
            -
            -
            -Robert
      Smith
            2009
            -
            -
            -
            -
            -
            -
            -
            -2008
            -
            -
            -
            -
            -
            -
            -
            -





1.
            Mr.
      Michael Nugent is the President, Secretary,
      Treasurer-Chief Financial Officer and
  Director.




2.
            Mr.
      Robert Smith is the Chief Executive Officer.  Mr. Robert Smith
      first became the executive officer of the Company on May 22, 2008
      (inception); Smith resigned from his position of Corporate Secretary and
      was appointed and assumed the position of Chief Executive Officer on
      October 14, 2008.  Mr. Micheal Nugent became the Chief Financial
      Officer of the Company on October 14,
2008.







-11-


Narrative
Disclosure to the Summary Compensation Table





We have
not entered into any employment agreement or consulting agreement with our
executive officers.  There are no arrangements or plans in which we
provide pension, retirement or similar benefits for executive
officers.





Although
we do not currently compensate our officer, we reserve the right to provide
compensation at some time in the future.  Our decision to compensate
officers depends on the availability of our cash resources with respect to the
need for cash to further our business purposes.





Outstanding
Equity Awards at Fiscal Year-End





The table
below summarizes all unexercised options, stock that has not vested, and equity
incentive plan awards for each named executive officer as of December 31,
2009.





OUTSTANDING
      EQUITY AWARDS AT FISCAL YEAR-ENDOPTION
      AWARDS
            STOCK
      AWARDSName
            Number
      of
              Securities
              Underlying
              Unexercised
              Options
              (#)
              Exercisable
            Number
      of
              Securities
              Underlying
              Unexercised
              Options
              (#)
              Unexercisable
            Equity
              Incentive
              Plan
              Awards:
              Number
      of
              Securities
              Underlying
              Unexercised
              Unearned
              Options
              (#)
            Option
              Exercise
              Price
              ($)
            Option
              Expiration
              Date
            Number
              of
              Shares
              or
      Units
              of
              Stock
      That
              Have
              Not
              Vested
              (#)
            Market
              Value
              of
              Shares
              or
              Units
              of
              Stock
              That
              Have
              Not
              Vested
              ($)
            Equity
              Incentive
              Plan
              Awards:
              Number
              of
              Unearned
              Shares,
              Units
      or
              Other
              Rights
              That
      Have
              Not
              Vested
              (#)
            Equity
              Incentive
              Plan
              Awards:
              Market
      or
              Payout
              Value
      of
              Unearned
              Shares,
              Units
      or
              Other
              Rights
              That
              Have
      Not
              Vested
              (#)Micheal
      Nugent
            -
            -
            -
            -
            -
            -
            -
            -
            -Robert
      Smith
            -
            -
            -
            -
            -
            -
            -
            -
            -




Stock
Option Grants





We have
not granted any stock options to the executive officers or directors since our
inception.





Director
Compensation





The table
below summarizes all compensation awarded to, earned by, or paid to our director
for all services rendered in all capacities to us for the period from inception
(May 22, 2008) through December 31, 2009.





DIRECTOR
      COMPENSATIONName
            Fees
      Earned or
              Paid
      in
              Cash
              ($)
            Stock
      Awards
              ($)
            Option
      Awards
              ($)
            Non-Equity
              Incentive
              Plan
              Compensation
              ($)
            Non-Qualified
              Deferred
              Compensation
              Earnings
              ($)
            AllOther
              Compensation
              ($)
            Total
              ($)Micheal
      Nugent
            -
            -
            -
            -
            -
            -
            -Robert
      Smith
            -
            -
            -
            -
            -
            -
            -





-12-


Narrative
Disclosure to the Director Compensation Table





We do not
pay any compensation to our directors at this time. However, we reserve the
right to compensate our directors in the future with cash, stock, options, or
some combination of the above.





We have
not reimbursed our directors for expenses incurred in connection with attending
board meetings nor have we paid any directors fees or other cash compensation
for services rendered as a director in the year ended December 31,
2009.





We have
no formal plan for compensating our directors for their services in their
capacity as directors.  In the future we may grant options to our
directors to purchase shares of common stock as determined by our Board of
Directors or a compensation committee that may be established.





Stock
Option Plans





We did
not have a stock option plan as of December 31, 2009.





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





The
following table sets forth certain information known to us with respect to the
beneficial ownership of our Common Stock as of December 31, 2009, by (1) all
persons who are beneficial owners of 5% or more of our voting securities, (2)
each director, (3) each executive officer, and (4) all directors and executive
officers as a group. The information regarding beneficial ownership of our
common stock has been presented in accordance with the rules of the Securities
and Exchange Commission. Under these rules, a person may be deemed to
beneficially own any shares of capital stock as to which such person, directly
or indirectly, has or shares voting power or investment power, and to
beneficially own any shares of our capital stock as to which such person has the
right to acquire voting or investment power within 60 days through the exercise
of any stock option or other right. The percentage of beneficial ownership as to
any person as of a particular date is calculated by dividing (a) (i) the number
of shares beneficially owned by such person plus (ii) the number of shares as to
which such person has the right to acquire voting or investment power within 60
days by (b) the total number of shares outstanding as of such date, plus any
shares that such person has the right to acquire from us within 60 days.
Including those shares in the tables does not, however, constitute an admission
that the named stockholder is a direct or indirect beneficial owner of those
shares. Unless otherwise indicated, each person or entity named in the table has
sole voting power and investment power (or shares that power with that person’s
spouse) with respect to all shares of capital stock listed as owned by that
person or entity.





Except as
otherwise indicated, all Shares are owned directly and the percentage shown is
based on 2,100,000 Shares of Common Stock issued and outstanding as of December
31, 2009.





Name
      and Address of Beneficial Owners of Common Stock1
            Title
      of Class
            Amount
      and Nature of
              Beneficial
      Ownership
            %
      of Common Stock2Micheal
      P. Nugent, a/T/f the Twenty Second Trust10/75 Waterway Drive, Golden Coast
      Marine Project
              Coomera
      QLD Australia 4209
            Common
      Stock
            2,100,000(1)
            100%Micheal
      P. Nugent, a/T/f the Twenty Second Trust10/75 Waterway Drive, Golden Coast
      Marine Project
              Coomera
      QLD Australia 4209
            Preferred
      Stock
            100,000(2)
            100%DIRECTORS
      AND OFFICERS – TOTAL
            
            2,200,000
            100%5%
      SHAREHOLDERSNone
            Common
      Stock
            -
            -%Total
      of 5% shareholders
            
            -
            -%





1.
            Represents
      the voting beneficial ownership of 2,100,000 shares of Common Stock of the
      Company owned by the Twenty Second Trust of which Micheal P. Nugent is
      Trustee.




2.
            Represents
      the voting beneficial ownership of 100,000 shares of Preferred Convertible
      Stock of the Company owned by the Twenty Second Trust of which Micheal P.
      Nugent is Trustee.




-13-





Other
than the shareholders listed above, we know of no other person who is the
beneficial owner of more than five percent (5%) of our common
stock.





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





On May
22, 2008, the Company issued 2,100,000 shares of Common Stock and 100,000 and
Shares of Preferred Convertible Stock to its Incorporator and Founder,
Enterprise Creations LLC, of which Robert Smith is a Managing Member, in
exchange for $2,100 in accrued expense and $100 paid in capital.





On
October 15, 2008, Micheal P. Nugent, as Trustee of the Twenty Second Trust,
entered into a purchase agreement with Enterprise Creations LLC to acquire
2,100,000 shares of Common Stock and 100,000 and Shares of Preferred Convertible
Stock, representing 100% of the outstanding shares of both classes, for
$65,000.





On March
9, 2009, the Twenty Second Trust closed on the aforementioned purchase
agreement, whereby Enterprise Creations LLC transferred 2,100,000 shares of
Common Stock and 100,000 and Shares of Preferred Convertible Stock, representing
100% of the outstanding shares of both classes, with full ownerships and voting
rights to the Twenty Second Trust in exchange for $65,000.





During
the fiscal year ended December 31, 2008, the Company has issued 2,100,000 shares
of Common Stock to Enterprise Creations LLC for $2,100 in accrued expense paid
by Enterprise Creations LLC. Also during the fiscal year ended December 31,
2008, the Company has issued 100,000 shares of Preferred Convertible Stock to
Enterprise Creations LLC for $100 in paid capital.





Item 14.   Principal Accounting Fees and
Services





Below is
the table of audit fees (amounts in US$) billed by our auditors in connection
with the audit of the Company’s annual financial statements and quarterly
reviews for the years ended:





Year
      Ended December 31,
            Audit
      Services
            Audit
      Related Fees
            Tax
      Fees
            Other
      Fees2009
            $5,500
            $0
            $0
            $02008
            $4,933
            $0
            $0
            $0





-14-


PART IV





Item 15.   Exhibits, Financial
Statements Schedules





Index to
Financial Statements Required by Article 8 of Regulation S-X:





Audited
      Financial Statements:F-1
            Report
      of Independent Registered Public Accounting FirmF-2
            Consolidated
      Balance Sheets as of December 31, 2009  and
  2008;F-3
            Statements
      of Operations for the years ended December 31, 2009 and 2008, and the
      periods from inception to December 31, 2009;F-4
            Statement
      of Stockholders’ Equity for period from inception to December 31,
      2009;F-5
            Statements
      of Cash Flows for the years ended December 31, 2009 and 2008, and the
      periods from inception to December 31, 2009;F-6
            Notes
      to Financial Statements




Exhibit
      No.
            Description3.1
            Articles
      of Incorporation(1)3.2
            Bylaws(1)31.1
            Certification
      of Chief Executive Officer pursuant to Securities Exchange Act Rule
      13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200231.2
            Certification
      of Chief Financial Officer pursuant to Securities Exchange Act Rule
      13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.1
            Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002





1.
            Filed
      as an exhibit to the Company's registration statement on Form 10-SB, as
      filed with the Securities and Exchange Commission on July 15, 2008 and
      incorporated herein by this
reference.





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





-15-


Nugent
Engine Technologies, Inc.





By:
            /s/ Micheal NugentMicheal
      Nugent
              President
      & Treasurer-CFOMarch
      31, 2010





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





By:
            /s Robert SmithRobert
      Smith
              Chief
      Executive OfficerMarch
      31, 2010











-16-


REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM








To
the Board of Directors


Nugent
Engine Technologies, Inc.


(A
Development Stage Company)





We have
audited the accompanying balance sheets of Nugent Engine Technologies,
Inc.  (a development stage company) as of December 31, 2009 and 2008
and the related statements of operations, changes in shareholders' equity
(deficit), and cash flows for the years then ended. 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 audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Nugent Engine Technologies, Inc. as
of December 31, 2009 and 2008, and the results of its operations, changes in
shareholders' equity (deficit) and cash flows for the period described above 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 3 to the financial
statements, the Company has suffered a net loss from operations and has a net
capital deficiency, which raises substantial doubt about its ability to continue
as a going concern. Management's plans regarding those matters also are
described in Note 3. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.





/s/
M&K CPAS, PLLC


www.mkacpas.com


Houston,
Texas





March 30,
2010





F-1





NUGENT
ENGINE TECHNOLOGIES, INC.


(A
Development Stage Company)


Balance
Sheets














December
      31, 2009
            
            
            December
      31, 2008ASSETSCash
      and equivalents
            
            $
            -
            
            
            $
            100TOTAL
      ASSETS
            
            $
            -
            
            
            $
            100LIABILITIESAccounts
      payable – related party
            
            $
            -
            
            
            $
            1,933TOTAL
      LIABILITIES
            
            
            -
            
            
            
            1,933SHAREHOLDERS'
      DEFICITPreferred
      Stock: $.001 Par; 50,000,000 shares authorized, -100,000- issued and
      outstanding
            
            
            100
            
            
            
            100Common
      Stock, $.001 par value; 100,000,000 shares authorized; 2,100,000 shares
      issued and outstanding at December 31, 2009 and 2008
            
            
            2,100
            
            
            
            2,100Additional
      paid-in capital
            
            
            8,426
            
            
            
            -Deficit
      accumulated during the development phase
            
            
            (10,626
            )
            
            
            (4,033
            )TOTAL
      SHAREHOLDERS' DEFICIT
            
            
            -
            
            
            
            (1,833
            )TOTAL
      LIABILITIES AND SHAREHOLDERS' DEFICIT
            
            $
            -
            
            
            $
            100





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




F-2


NUGENT ENGINE TECHNOLOGIES, INC.


(A
Development Stage Company)


Statements
of Operations




Year
      Ended
                December
      31,
              
              
              From
      Inception (May 22, 2008) to December 31,
              
              
              From Inception (May 22, 2008) to December
      31,2009
              
              
              2008
              
              
              2009Revenues
              
              $
              -
              
              
              $
              -
              
              
              $
              -OPERATING
      EXPENSESGeneral
      and administrative expenses
              
              
              6,593
              
              
              
              4,033
              
              
              
              10,626Net
      operating loss
              
              
              (6,593
              )
              
              
              (4,033
              )
              
              
              (10,626
              )NET
      LOSS
              
              $
              (6,593
              )
              
              $
              (4,033
              )
              
              $
              (10,626
              )Net
      loss per share, basic and fully diluted
              
              $
              -
              
              
              $
              -Weighted
      average number of shares outstanding
              
              
              2,100,000
              
              
              
              2,100,000





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





F-3


NUGENT
ENGINE TECHNOLOGIES, INC.


(A
Development Stage Company)


Statements
of Shareholders' Deficit





Series A Preferred
            
            
            CommonDate
            
            Shares
            
            
            Amount
            
            
            Shares
            
            
            Amount
            
            
            Additional
      Paid In Capital
            
            
            Develop.
      Stage Deficit
            
            
            Total
      Shareholders' DeficitInception-May
      22, 2008
            
            
            
            -
            
            
            $
            -
            
            
            
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Shares
      issued for cash
            05/22/08
            
            
            100,000
            
            
            
            100
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            100Founders'
      shares
            05/27/08
            
            
            -
            
            
            
            -
            
            
            
            2,100,000
            
            
            
            2,100
            
            
            
            -
            
            
            
            -
            
            
            
            2,100Net
      loss
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (4,033
            )
            
            
            (4,033
            )Balances,
      December 31, 2008
            
            
            
            100,000
            
            
            
            100
            
            
            
            2,100,000
            
            
            
            2,100
            
            
            
            -
            
            
            
            (4,033
            )
            
            
            (1,833
            )Shareholder
      forgiveness of debt
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            5,833
            
            
            
            -
            
            
            
            5,833Expenses
      paid  by related party
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            2,593
            
            
            
            -
            
            
            
            2,593Net
      loss
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (6,593
            )
            
            
            (6,593
            )Balances,
      December 31, 2009
            
            
            
            100,000
            
            
            $
            100
            
            
            
            2,100,000
            
            
            $
            2,100
            
            
            $
            8,426
            
            
            $
            (10,626
            )
            
            $
            -





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




F-4


NUGENT ENGINE TECHNOLOGIES, INC.


(A
Development Stage Company)


Statements
of Cash Flows




Year
      Ended December 31,
              
              
              From Inception (May 22, 2008) to December
      31,2009
              
              
              2008
              
              
              2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
              
              $
              (6,593
              )
              
              $
              (4,033
              )
              
              $
              (10,626
              )Adjustments
      to reconcile net loss with cash usedin
      operating activities:Expenses
      paid by related party
              
              
              2,593
              
              
              
              -
              
              
              
              2,593Net
      cash used in operating activities
              
              
              (4,000
              )
              
              
              (4,033
              )
              
              
              (8,033
              )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from the issuance of founders' shares
              
              
              -
              
              
              
              2,200
              
              
              
              2,200Proceeds
      from shareholder loan
              
              
              3,900
              
              
              
              1,933
              
              
              
              5,833Net
      cash provided by financing activities
              
              
              3,900
              
              
              
              4,133
              
              
              
              8,033NET
      INCREASE / (DECREASE) IN CASH
              
              
              (100
              )
              
              
              100
              
              
              
              -Cash
      at beginning of period
              
              
              100
              
              
              
              -
              
              
              
              -Cash
      at end of period
              
              $
              -
              
              
              $
              100
              
              
              $
              -SUPPLEMENTAL
      DISCLOSURESCash
      paid for interest
              
              
              -
              
              
              
              -
              
              
              
              -Cash
      paid for income taxes
              
              
              -
              
              
              
              -
              
              
              
              -


NON
      CASH DISCLOSURESForgiveness
      of shareholder loan
            
            $
            5,833
            
            
            
            -
            
            
            $
            5,833





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




F-5


Nugent Engine Technologies, Inc.


(A
Development Stage Company)


Notes to
Financial Statements


December
31, 2009 and 2008





NOTE 1 –
NATURE OF ORGANIZATION





Business
and Organization





Nugent
Engine Technologies, Inc., a development stage company (the “Company”), was
incorporated under the laws of the State of Florida on May 22,
2008.  The Company is 100% owned by the Twenty Second
Trust.  The financial statements presented represent only those
transactions of Nugent Engine Technologies, Inc.  The Company is
looking to merge with or acquire an existing company or acquire the technology
to begin operations.





As a
blank check company, the Company’s business is to pursue a business combination
through acquisition, or merger with, an existing company. As of the date of the
financial statements, the Company is not conducting negotiations with any target
business.  No assurances can be given that the Company will be
successful in locating or negotiating with any target company.





NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Basis of
Presentation





The
Company follows accounting principles generally accepted in the United States of
America. In the opinion of management, all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation of financial position
and the results of operations for the periods presented have been reflected
herein.





Use of
Estimates





The
preparation of financial statements, in conformity with accounting principles
generally accepted in the United States, requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from these
estimates.





Cash and
Cash Equivalents





The
Company considers all highly liquid debt instruments and other short-term
investments with a maturity of three months or less, when purchased, to be cash
equivalents. There are no cash equivalents at December 31, 2009 and
2008.





Revenue
Recognition





The
Company recognizes revenue when persuasive evidence of an arrangement exists,
delivery has occurred or services have been rendered, the seller’s price to the
buyer is fixed or determinable, and collection is reasonable
assured.


Basic and
Diluted Net Loss Per Share





The
Company follows ASC No. 260, “Earnings Per Share” (ASC No. 260) that requires
the reporting of both basic and diluted earnings (loss) per
share.  Basic earnings (loss) per share is computed by dividing net
income (loss) available to common stockholders by the weighted average number of
common shares  outstanding for the period.  The calculation
of diluted earnings (loss) per share reflects the potential dilution that could
occur if securities or other contracts to issue common stock were exercised or
converted into common stock. In accordance with ASC No. 260, any anti-dilutive
effects on net earnings (loss) per share are excluded.  For the
periods ended December 31, 2009 and 2008, there were no common stock
equivalents.





The
Company s Preferred Convertible Stock (though not registered with the SEC) is
convertible to the Company’s Common Stock without a waiting period at a 1:1
ratio for $0.001 per share. 100,000 shares were issued to the founders of the
Company in exchange for $100.





F-6


Fair
Value of Financial Instruments





Pursuant
to ASC No. 820, “Fair Value Measurements and Disclosures”, the Company is
required to estimate the fair value of all financial instruments included on its
balance sheet as of December 31, 2009. The Company’s financial instruments
consist of cash.  The Company considers the carrying value of such
amounts in the financial statements to approximate their fair value due to the
short-term nature of these financial instruments.





Income
Taxes





The
Company recognizes deferred tax assets and liabilities based on differences
between the financial reporting and tax bases of assets and liabilities using
the enacted tax rates and laws that are expected to be in effect when the
differences are expected to be recovered.  The Company provides a
valuation allowance for deferred tax assets for which it does not consider
realization of such assets likely.





Recent
Accounting Pronouncements





In June
2009, the Financial Accounting Standards Board (FASB) issued ASC Statement No.
105. The FASB Accounting Standards Codification and the Hierarchy of Generally
Accepted Accounting Principles (ASC 105).  ASC 105 has become the
single source authoritative nongovernmental U.S. generally accepted accounting
principles (GAAP), superseding existing FASB, American Institute of Certified
Public Accountants, Emerging Issues Task Force, and related accounting
literature.  ASC 105 reorganized the thousands of GAAP pronouncements
into roughly 90 accounting topics and displays them using a consistent
structure.  Also included is relevant SEC guidance organized using the
same topical structure in separate sections.  The Company adopted ASC
105 on July 1, 2009.  The adoption of ASC 105 did not have an impact
on the Company’s financial position or results of operations.





On
April 1, 2009, the Company adopted ASC 825-10-65, Financial Instruments –
Overall – Transition and Open Effective Date Information (ASC 825-10-65). ASC
825-10-65 amends ASC 825-10 to require disclosures about fair value of financial
instruments in interim financial statements as well as in annual financial
statements and also amends ASC 270-10 to require those disclosures in all
interim financial statements. The adoption of ASC 825-10-65 did not have a
material impact on the Company’s results of operations or financial
condition.





On
April 1, 2009, the Company adopted ASC 855, Subsequent Events (ASC 855).
ASC 855 establishes general standards of accounting for and disclosure of events
that occur after the balance sheet date but before financial statements are
issued or are available to be issued. It requires the disclosure of the
date through which an entity has evaluated subsequent events and the basis for
that date – that is, whether that date represents the date the financial
statements were issued or were available to be issued. This disclosure
should alert all users of financial statements that an entity has not evaluated
subsequent events after that date in the set of financial statements being
presented. The adoption of ASC 855 did not have a material impact on the
Company’s results of operations or financial condition.





On
July 1, 2009, the Company adopted ASU No. 2009-05, Fair Value
Measurements and Disclosures (Topic 820) (ASU 2009-05). ASU 2009-05 provided
amendments to ASC 820-10, Fair Value Measurements and Disclosures – Overall, for
the fair value measurement of liabilities. ASU 2009-05 provides clarification
that in circumstances in which a quoted price in an active market for the
identical liability is not available, a reporting entity is required to measure
fair value using certain techniques. ASU 2009-05 also clarifies that when
estimating the fair value of a liability, a reporting entity is not required to
include a separate input or adjustment to other inputs relating to the existence
of a restriction that prevents the transfer of a liability. ASU 2009-05 also
clarifies that both a quoted price in an active market for the identical
liability at the measurement date and the quoted price for the identical
liability when traded as an asset in an active market when no adjustments to the
quoted price of the asset are required are Level 1 fair value measurements. The
adoption of ASU 2009-05 did not have a material impact on the Company’s results
of operations or financial condition.





In
October 2009, the FASB issued ASU 2009-13, Multiple-Deliverable Revenue
Arrangements, (amendments to ASC 605, Revenue Recognition) (ASU
2009-13).  ASU 2009-13 requires entities to allocate revenue in an
arrangement using estimated selling prices of the delivered goods and services
based on a selling price hierarchy. The amendments eliminate the residual method
of revenue allocation and require revenue to be allocated using the relative
selling price method.  ASU 2009-13 should be applied on a prospective
basis for revenue arrangements entered into or materially modified in fiscal
years beginning on or after June 15, 2010, with early adoption permitted.
The Company does not expect adoption of ASU 2009-13 to have a material impact on
the Company’s results of operations or financial condition.


F-7


NOTE 3 -
GOING CONCERN





The
Company's financial statements are prepared using generally accepted accounting
principles applicable to a going concern which contemplates the realization of
assets and liquidation of liabilities in the normal course of
business.   The Company has had no revenues and has generated
from operations.





In order
to continue as a going concern and achieve a profitable level of operations, the
Company will need, among other things, additional capital resources and
developing a consistent source of revenues.   Management's plans
include seeking a merger with an existing operating company.





The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plan described in the preceding paragraph
and eventually attain profitable operations. The accompanying financial
statements do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.





NOTE 4 –
COMMON STOCK





Holders
of shares of common stock, the only class of stock registered under the
Company’s Form 10-12G, shall be entitled to cast one vote for each common share
held at all stockholders meetings for all purposes, including the election of
directors.  The common stock does not have cumulative voting
rights.





Holders
of shares of preferred convertible stock, not registered, shall be entitled to
cast one vote for each preferred convertible share held at all stockholders
meetings for all purposes, including the election of directors.  The
preferred convertible stock does not have cumulative voting rights.





No holder
of shares of stock of any class shall be entitled as a matter of right to
subscribe for or purchase or receive any part of any new or additional issue of
shares of stock of any class, or of securities convertible into shares of stock
or any class, whether now hereafter authorized or whether issued for money, for
consideration other than money, or by way of dividend.





On May
22, 2008, the Company issued 100,000 shares of its Series A Preferred
Convertible Stock to the Company’s Incorporator, Enterprise Creations LLC as
founder shares.





On May
27, 2008, the Company issued 2,100,000 shares of its Series A Common Stock to
the Company’s Incorporator, Enterprise Creations LLC in exchange for expenses
paid on behalf of the Company of $2,100.





NOTE 5 –
RELATED PARTY TRANSACTIONS





During
the period ended June 17, 2008, Enterprise Creations, LLC, the incorporator,
paid $2,100 in expenses for the benefit of the Company. Upon resolution of the
Board of Directors, this expense was offset by the issuance of 2,100,000 shares
of the Company’s common stock.





During
the year ended December 31, 2009 and 2008, the incorporator of the Company
loaned the Company $3,900 and $1,933, respectively. During the year ended
December 31, 2009, the amount due of $5,833 was forgiven and is included in
additional paid in capital.





NOTE 6 –
INCOME TAXES





Deferred
income taxes are determined using the liability method for the temporary
differences between the financial reporting basis and income tax basis of the
Company’s assets and liabilities.  Deferred income taxes are measured
based on the tax rates expected to be in effect when the temporary differences
are included in the Company’s tax return.  Deferred tax assets and
liabilities are recognized based on anticipated future tax consequences
attributable to differences between financial statement carrying amounts of
assets and liabilities and their respective tax bases.





The
income tax provision differs from the amount of income tax determined by
applying the U.S. federal and state income tax rates of 39% to pretax income
from continuing operations for the periods ended December 31, 2009 and 2008 due
to the following:




2009
            
            
            2008Book
      loss
            
            $
            3,613
            
            
            $
            1,371Valuation
      allowance
            
            
            (3,613
            )
            
            
            (1,371
            )$
            -
            
            
            $
            -





At
December 31, 2009, the Company had net operating loss forwards of approximately
$10,600 that may be offset against future taxable income through
2029.  No tax benefit has been reported in the December 31, 2009
financial statements since the potential tax benefit is offset by a valuation
allowance of the same amount.





NOTE 7 –
SUBSEQUENT EVENTS





The
Company has evaluated subsequent events through the date these financial
statements were issued and determined there were none.




F-8


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.




Nugent
      Engine Technologies, Inc.Date:
      March 31, 2010
            By:
      /s/ Robert
      SmithRobert
      SmithChief
      Executive Officer




In
accordance with the Exchange Act, this report has been duly signed by the
following persons on behalf of the Company and in the capacities and on the
dates indicated.




/s/ Micheal NugentMicheal
      Nugent
            Date:
      March 31, 2010President,
      Treasurer and Chief Financial Officer