UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
 Washington,
DC 20549
 
 FORM
10-K
 
 x  ANNUAL
REPORT  PURSUANT TO SECTION 13 OR 15(d) OF
THE  SECURITIES  EXCHANGE
 ACT OF
1934
 
 For the
fiscal year ended September 30, 2009
 
 or
 o  TRANSITION  REPORT  PURSUANT  TO  SECTION  13
OR  15(d)  OF THE  SECURITIES EXCHANGE ACT OF
1934
 
 For the
transition period from ______ to ______
 
 Commission
file number: 000-26703
 
 EXPERTELLIGENCE,
INC.
 
 (Exact
name of registrant as specified in its charter)
 
 Nevada
              0-11596
              95-3506403(State
      or other jurisdiction of incorporation)
              (Commission
      file number)
              (IRS
      Employer Identification No.)
 
 2101
      Vista Pkwy. Ste. 292West
      Palm Beach, FL 33411
              33411(Address
      of principal executive offices)
              (Zip
      Code)
 
 Registrant's
telephone number, including area code: ((561)
228-6148
 Securities
registered pursuant to Section 12(b) of the Exchange Act:
 None
 
 Securities
registered pursuant to Section 12(g) of the Exchange Act:
 Common
Stock, Par Value $0.001 Per Share
 
 Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
 Yes o   No
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 o   No
x
 
 1
  Indicate
by check mark whether the issuer (1) has filed all reports  required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that
the  registrant was required to file such reports),  and (2)
has been subject to such filing  requirements  for the past
90 days.
 Yes x   No
o
 
 Indicate
by check mark if
disclosure  of  delinquent  filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form
10-K.
 x
 
 Indicate
by check mark whether the registrant is a large 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 Act).
 Yes x   No
o
 
 Of the
25,104,818 shares of voting stock of the registrant issued and outstanding as of
January 12, 2010, 10,102,100 shares were held by non-affiliates. The aggregate
market value of the voting  stock held by non-affiliates of the
registrant computed by reference to the closing bid price of its Common Stock as
reported on the OTC Bulletin Board on January 12, 2010:
US$6,061,260.
 
 DOCUMENTS
INCORPORATED BY REFERENCE
 
 None
 
 2
  PART
I
 
 Item 1. Description of Business
 
 The
following discussion should be read in conjunction with the Company's audited
financial statements and notes thereto and Item 6 included herein. In connection
with, and because the Company desires to take advantage of, the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995, the Company
cautions readers regarding certain forward looking statements in the following
discussion and elsewhere in this report and in any other statement made by, or
on its behalf, whether or not in future filings with the Securities and Exchange
Commission. Forward-looking statements are statements not based on historical
information and which relate to future operations, strategies, financial results
or other developments. Forward looking statements are necessarily based upon
estimates and assumptions that are inherently subject to significant business,
economic and competitive uncertainties and contingencies, many of which are
beyond the Company's control and many of which, with respect to future business
decisions, are subject to change. These uncertainties and contingencies can
affect actual results and could cause actual results to differ materially from
those expressed in any forward looking statements made by, or on the Company's
behalf. Without limiting the generality of the foregoing, words such as "may",
"anticipate", "intend", "could", "estimate", or "continue" or the negative or
other comparable terminology are intended to identify forward-looking
statements. The Company disclaims any obligation to update forward-looking
statements.
 
 (b)
Business of the Company
 
 The
Company reverted to the development stage effective October 1, 2003, and has not
yet generated or realized any revenues from business operations since that date.
The Company's auditors have issued a going concern opinion in our audited
financial statements for the fiscal year ended September 30, 2009. This means
that our auditors believe there is doubt that the Company can continue as an
on-going business for the next twelve months unless it obtains additional
capital to pay its bills. This is because the Company has not generated any
revenues and no revenues are anticipated until it begins removing and selling
minerals. Accordingly, we must raise cash from sources such as investments by
others in the Company and through possible transactions with strategic or joint
venture partners. In the event we raise cash, we will likely use such funds to
develop an new business plan, which is as yet undetermined We do not plan to use
any capital raised for the purchase or sale of any plant or significant
equipment. The following discussion and analysis should be read in conjunction
with the financial statements of the Company and the accompanying notes
appearing subsequently under the caption "Financial Statements."
 
 Unless
the context indicates otherwise, references hereinafter to the "Company", "we",
"us" or "EXTL" include ExperTelligence, Inc., a Nevada corporation. Our
principal place of business is 83 Stanley Rd., UN 1, Box 103, Woodville,
Ontario, Canada K0M 2T0, and our telephone number at that address is (416)
554-6546.
 
 3
 
 Employees
 
 As of
September 30, 2009, we do not have any employees. We anticipate hiring employees
over the next twelve months if we are successful in implementing our plan of
operations. Presently, the Company does not have pension, health, annuity,
insurance, stock options, profit sharing or similar benefit plans; however, the
Company may adopt such plans in the future.
 
 Available
Information
 
 Information
regarding the Company's annual reports on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K, and any amendments to these reports, are
available to the public from the SEC's website at http://www.sec.gov as soon as
reasonably practicable after the Company electronically files such reports with
the Securities and Exchange Commission. Any document that the Company files with
the SEC may also be read and copied at the SEC's public reference room located
at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference room.
 
 Item 1A.
Risk Factors
 
 Risk
Factors
  You
should consider each of the following risk factors and any other information set
forth in this Form 10-K and the other Company's reports filed with the
Securities and Exchange Commission ("SEC"), including the Company's financial
statements and related notes, in evaluating the Company's business and
prospects. The risks and uncertainties described below are not the only ones
that impact on the Company's operations and business. Additional risks and
uncertainties not presently known to the Company, or that the Company currently
considers immaterial, may also impair its business or operations. If any of the
following risks actually occur, the Company's business and financial condition,
results or prospects could be harmed.
 
 RISKS
ASSOCIATED WITH THE COMPANY'S PROSPECTIVE BUSINESS AND OPERATIONS
 
 The
Company lacks meaningful operating history and will require substantial capital
if it is to be successful.
  4
 
 The
Company has a very limited  operating  history upon which an
evaluation of its future success or failure can be made. In fact, it was only
recently that the Company  took steps in a plan to engage in
the  acquisition  of interests in exploration  and
development  mines in Canada,  and it is too early to
determine whether such steps will lead to
success.  The  Company's  ability to achieve and
maintain  profitability and positive cash flow over time will be
dependent upon, among other  things,  its ability to (i)
identify  and acquire  diamond and gold
mining  properties or interests  therein that ultimately
have probable or proven diamond and gold reserves,  (ii) sell such
diamond and gold mining properties or interests to strategic  partners
or third parties or commence  mining of diamond and gold, (iii)
produce and sell diamond and gold at profitable margins and (iv) raise the
necessary  capital to operate during this period. At this stage in the
Company's  development,  it  cannot  be  predicted  how
much  financing  will be required to accomplish its
objectives.
  The
Company needs to raise funds in order to initiate any business plan and cover
operating deficits for the foreseeable future. The Company presently does not
have any revenues, nor does it anticipate operating income in the near future.
No assurances can be given that the Company will be able to obtain the necessary
funding remain in operation. The inability to raise additional funds will have a
material adverse affect on the Company's business, plan of operation and
prospects.
  The
Company's success is dependent upon a limited number of people.
  The
Company's business will be harmed if it is unable to manage growth.
  The
Company's business may experience periods of rapid growth that will place
significant demands on its managerial, operational and financial resources. In
order to manage this possible growth, the Company must continue to improve and
expand its management, operational and financial systems and controls. The
Company will need to expand, train and manage its employee base. No assurances
can be given that the Company will be able to timely and effectively meet such
demands. The Company's officers and directors may have conflicts of interest and
do not devote full time to the Company's operations. In addition, the Company's
officers do not devote full time to the Company's operations. Until such time
that the Company can afford executive compensation commensurate with that being
paid in the marketplace, its officers will not devote their full time and
attention to the operations of the Company. No assurances can be given as to
when the Company will be financially able to engage its officers on a full time
basis.
 
 Increased
Costs Could Affect Profitability
 
 Costs
frequently are subject to variation from one year to the next due to a number of
factors. In addition, costs are affected by the price of commodities such as
fuel and electricity. Such commodities are at times subject to volatile price
movements, including increases that could make production at certain operations
less profitable. A material increase in costs at any significant location could
have a significant effect on the Company's profitability.
 
 Government  regulation
or changes in such  regulation may adversely  affect the
Company's business.
  5
 
 The
Company has and will, in the future, engage experts to assist it with respect to
its operations. No assurances can be given that it will be successful in its
efforts. Uncertainty and new regulations and rules could increase the Company's
cost of doing business or prevent it from conducting its business.
  Occurrence
of Events for Which We Are Not Insured May Affect Our Cash Flow and Overall
Profitability
  The
Company does not maintain insurance policies to protect against certain risks
related to our operations because of the high premiums associated with insuring
those risks. In other cases, insurance may not be available for certain risks.
The Company does not maintain insurance policies against political risk. The
occurrence of events for which the Company is not insured may affect our cash
flow and overall profitability.
  RISKS
RELATED TO THE COMPANY'S COMMON STOCK
  The
Company does not expect to pay dividends in the foreseeable future. The Company
has never paid cash dividends on its common stock and has no plans to do so in
the foreseeable future. The Company intends to retain earnings, if any, to
develop and expand its business.
  "Penny
stock" rules may make buying or selling the common stock difficult and severely
limit their market and liquidity. Trading in the Company's common stock is
subject to certain regulations adopted by the SEC commonly known as the "Penny
Stock Rules". The Company's common stock qualifies as penny stock and is covered
by Section 15(g) of the Securities and Exchange Act of 1934, as amended (the
"1934 Act"), which imposes additional sales practice requirements on
broker/dealers who sell the Company's common stock in the market. The "Penny
Stock" rules govern how broker/dealers can deal with their clients and "penny
stock". For sales of the Company's common stock, the broker/dealer must make a
special suitability determination and receive from clients a written agreement
prior to making a sale. The additional burdens imposed upon broker/dealers by
the "penny stock" rules may discourage broker/dealers from effecting
transactions in the Company's common stock, which could severely limit its
market price and liquidity. This could prevent investors from reselling Echo
common stock and may cause the price of the common stock to
decline.
  Although
publicly traded, the Company's common stock has substantially less liquidity
than the average trading market for a stock quoted on other national exchanges,
and our price may fluctuate dramatically in the future. Although the Company's
common stock is listed for trading on the Over-the-Counter Electronic Bulletin
Board, the trading market in the common stock has substantially less liquidity
than the average trading market for companies quoted on other national stock
exchanges. A public trading market having the desired characteristics of depth,
liquidity and orderliness depends on the presence in the marketplace of willing
buyers and sellers of our common stock at any given time. This presence depends
on the individual decisions of investors and general economic and market
conditions over which we have no control. Due to limited trading volume, the
market price of the Company's common stock may fluctuate significantly in the
future, and these fluctuations may be unrelated to the Company's performance.
General market price declines or overall market volatility in the future could
adversely affect the price of the Company's common stock, and the current
market
 price may
not be indicative of future market prices.


6
  Item 2.
Description of Property
 
 The
Company's current mailing address is 83 Stanley Rd., UN 1, Box 103, Woodville,
Ontario, Canada K0M 2T0. The property consists of approximately 100 square feet
of furnished office space. Other than this mailing address, we do not currently
maintain any other office facilities. We pay no rent or other fees for the use
of the mailing address as these offices are used virtually full-time by other
businesses of our shareholder. We believe that the foregoing space is adequate
to meet our current needs and anticipate moving our offices during the next
twelve (12) months if we are able to execute our business plan.
  Item 3.
Legal Proceedings
  There are
no material legal proceedings to which we (or any of our officers and directors
in their capacities as such) are a party or to which our property is subject and
no such material proceedings are known by our management to be
contemplated.
  Item 4. Submission of Matters to a Vote of
Security Holders
  No matter
was submitted to a vote of our shareholders, through the solicitation of proxies
or otherwise during the fourth quarter of our fiscal year ended September 30,
2009, covered by this report.
 
 PART
II
  Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities.
 
 a) Market
Information.  Our common stock, par value $0.0001 per share (the
"Common  Stock"),  is traded on the OTC
Bulletin  Board market under the symbol "EXTL." Our common stock is
traded  sporadically and no established liquid trading market
currently exists therefore.
 
 The
following table  represents the range of the high and low price for
our Common Stock on the OTC Bulletin  Board for each fiscal quarter
for the last two fiscal years ending September 30, 2008, and 2009,
respectively.  These Quotations represent prices between dealers, may
not include retail markups,  markdowns, or commissions and may not
necessarily represent actual transactions.
  7
 
 Year
      2008
              
              High
              
              
              LowFirst
      Quarter
              
              
              -
              
              
              
              -Second
      Quarter
              
              
              4.00
              
              
              
              0.60Third
      Quarter
              
              
              0.60
              
              
              
              0.60Fourth
      Quarter
              
              
              0.60
              
              
              
              0.60Year
      2009
              
              High
              
              
              LowFirst
      Quarter
              
              
              0.60
              
              
              
              0.60Second
      Quarter
              
              
              0.60
              
              
              
              0.60Third
      Quarter
              
              
              0.60
              
              
              
              0.60Fourth
      Quarter
              
              
              0.60
              
              
              
              0.60
 
 (b)  Holders.  As
of September 30, 2009,  there were  approximately nine
hundred (900) holders of record of our common stock.
 
 (c)
Dividend  Policy.  We have not declared or paid
cash  dividends or made distributions  in
the  past,  and we do
not  anticipate  that we will  pay  cash
dividends or make  distributions in the foreseeable  future.
We currently intend to retain and reinvest future earnings, if any, to finance
our operations.
 
 (d)
Equity  Compensation  Plans.  We have not
authorized  any  compensation plans
(including  individual  compensation  arrangements)
under which our equity securities  have been authorized for issuance
as of the end of the most recently completed  fiscal year
ended  December 31, 2005.
 
 Recent
Sales of Unregistered Securities.
 
 We did
not sell any  securities  during the
period  covered by this  report that were not
registered  under the  Securities  Act, which was
not disclosed in our 10-Q.
 
 Item 7.
Management's Discussion and Analysis
 
 Overview
 
 The
Company is a development stage company and has not yet generated or realized any
revenues from business operations. The Company's auditors have issued a going
concern opinion. This means that its auditors believe there is doubt that the
Company can continue as an on-going business for the next twelve months unless
it obtains additional capital to pay its bills. This is because the Company has
not generated any revenues and no revenues are anticipated until it begins
operations from a new business plan. Accordingly, we must raise cash from
sources such as investments by others in the Company and through possible
transactions with strategic or joint venture partners. We do not plan to use any
capital raised for the purchase or sale of any plant or significant equipment.
The following discussion and analysis should be read in conjunction with the
financial statements of the Company and the accompanying notes appearing
subsequently under the caption "Financial Statements."
  8
 Results
of Operations
 
 Revenues
 
 There is
no historical financial information about the Company upon which to base an
evaluation of our performance. The Company did not generate any revenues from
operations for the twelve months ended September 30, 2009 nor 2008. Accordingly,
comparisons with prior periods are not meaningful. The Company is subject to
risks inherent in the establishment of a new business enterprise, including
limited capital resources, possible delays in the decision and implementation of
a new business plan.
 
 Operating
Expenses
 
 Operating  expenses
decreased by $658 from $18,230 for the year ended September 30, 2008 to $17,572
for the year  ended September 30, 2009. The decrease in our net
operating loss is due to the a decrease in general and administrative
expenses.
  Interest
Expense
 
 Interest
expense for the years ended September 30, 2009 and 2008 were $30,641 and
$26,384. The increase in our interest expense is due to the interest payable
pursuant to the convertible line of credit including $15,000 increase in the
outstanding balance.
 
 Net
Income/Loss
 
 Net loss
increased $3,599 from net operating loss of $44,614 for the year ended September
30, 2008 to a net operating loss of $48,213 for the year ended September 30,
2009. The increase in net operating loss is due to increased interest expense of
the line of credit payable.
 
 As of
September 30, 2009, our accumulated deficit was $14,565,207.
 
 Assets
and Liabilities
 Our total
assets were $333 as of September 30, 2009. Our assets consisted  of
cash of $333.
 
 Total
Current Liabilities as of September 30, 2009 were $109,962. Our line of credit
payable totals $313,210 at September 30, 2009.
  9
 
 Plan of
Operation
  The
Company's plan of operation for the next twelve months is to focus on developing
and implementing a new business plan or locating a merger
candidate.
  Financial
Condition, Liquidity and Capital Resources
  At
September 30, 2009, we had cash and cash equivalents of $333. Our working
capital is presently ($109,629) and there can be no assurance that our financial
condition will improve. We expect to continue to have minimal working capital or
a working capital deficit as a result of our current liabilities.
  For the
year ended September 30, 2009, we have not generated cash flow from operations.
Consequently, we have been dependent upon a third party non-affiliate line of
credit, to fund our cash.
  As of
September 30, 2009, we had cash of $333 and a working capital deficit of
$109,629. As of September 30, 2009, we had no outstanding debt other than
ordinary line of credit payable with accrued interest payable on the line of
credit. The Company will seek funds from possible strategic and joint venture
partners and financing to cover any short term operating deficits and provide
for long term working capital. No assurances can be given that the Company will
successfully engage strategic or joint venture partners or otherwise obtain
sufficient financing through the sale of equity.
  No trends
have been identified which would materially increase or decrease our results of
operations or liquidity.
  We have
short-term liquidity problems that will be addressed by the line of credit,
which we have a balance of $186,790 to draw for working capital. For long-term
liquidity, we believe that we will need to raise additional capital to remain an
ongoing concern; however, as stated above no commitments have been made as of
this date.
  Going
Concern
  We have
suffered recurring losses from operations and are in serious need of additional
financing. These factors among others indicate that we may be unable to continue
as a going concern, particularly in the event that we cannot obtain additional
financing or, in the alternative, affect a merger or acquisition. Our
continuation as a going concern depends upon our ability to generate sufficient
cash flow to conduct our operations and our ability to obtain additional sources
of capital and financing.
  The
accompanying financial statements have been prepared assuming that we will
continue as a going concern. We have a stockholders deficit of $422,839 at
September 30, 2009 and net losses from operations of $48,213 and $44,614,
respectively, for the years ended September 30, 2009 and 2008. These conditions
raise substantial doubt about our ability to continue as a going concern. The
financial statements do not include any adjustments that might be necessary if
we are unable to continue as a going concern.
  10
  Critical
Accounting Policies
  Use of
Estimates: The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect 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 reporting period. Actual results could differ materially
from those estimates.
 
 Loss per
share: Basic loss per share excludes dilution and is computed by dividing the
loss attributable to common shareholders by the weighted-average number of
common shares outstanding for the period. Diluted 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 or resulted in the
issuance of common stock that shared in the earnings of the Company. Diluted
loss per share is computed by dividing the loss available to common shareholders
by the weighted average number of common shares outstanding for the period and
dilutive potential common shares outstanding unless consideration of such
dilutive potential common shares would result in anti-dilution. Common stock
equivalents were not considered in the calculation of diluted loss per share as
their effect would have been anti-dilutive for the periods ended September 30,
2009 and 2008.
 
 Off-Balance
Sheet Arrangements
 
 We have
not entered into any off-balance sheet arrangements. We do not anticipate
entering into any off-balance sheet arrangements during the next 12
months.
 
 Item 8.
Financial Statements and Supplementary Data.
 
 Our
financial statements have been examined to the extent indicated in their reports
by Larry O’Donnell, CPA, PC for the two years ended September 30, 2009 and 2008,
and have been prepared in accordance with generally accepted accounting
principles and pursuant to  Regulation S-X as promulgated by the
Securities and Exchange Commission and are included  herein, on Page
F-1 hereof in response to Part F/S of this Form 10-K.
 
 
 11
 
 
 INDEX
TO FINANCIAL STATEMENTS
 
  Report of
      Independent Registered Public Accounting Firm
              F-2Balance
      Sheet
              F-3Statements of
      Operations
              F-4Statements of
      Stockholders’ Equity
              F-5Statements of
      Cash Flows
              F-6Notes to
      Financial Statement
              F-7
   F-1
   REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To the
Board of Directors
 ExperTelligence,
Inc.
 Woodville,
Ontario, Canada
 
 I have
audited the accompanying balance sheet of ExperTelligence, Inc. as of September
30, 2009 and 2008, and the related statements of operations, changes in
stockholders’ equity, and cash flows for the years then ended and the period
from inception, October 1, 2003 to September 30, 2009.  These
financial statements are the responsibility of the Company’s
management.  My responsibility is to express an opinion on these
financial statements based on my audits.
  I
conducted my audits in accordance with standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that I plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  I believe that my audits provide a reasonable basis for
my opinion.
 
 In my
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of ExperTelligence, Inc.  as
of September 30, 2009 and 2008, and the results of its operations and cash flows
for the years then ended and the period from inception, October 1, 2003 to
September 30, 2009 in conformity with accounting principles generally accepted
in the United States of America.
 
 These
financial statements have been prepared assuming that the Company will continue
as a going concern. As discussed in Note 4 to the financial statements, the
Company has operating and liquidity concerns, has incurred an accumulated
deficit of approximately $14,565,207  through the period ended
September 30, 2009.. This condition raises substantial doubt about the Company's
ability to continue as a going concern. Management's plans as to these matters
are also described in Note 4. The financial statements do not include any
adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of liabilities that
may result from the outcome of these uncertainties.
 
 Larry
O’Donnell, CPA, P.C.
 January
12, 2010
 
 F-2
 
 
 
 
 
 
 
 EXPERTELLIGENCE,
INC.
 (A
Development Stage Enterprise)
 Balance
Sheets
 September
30,
 
 2009
              
              
              2008ASSETSCURRENT
      ASSETSCash
      and equivalents
              
              $
              333
              
              
              $
              0Promissory
      note receivable
              
              
              0
              
              
              
              0Total
      current assets
              
              
              333
              
              
              
              0PROPERTY
      AND EQUIPMENTEquipment
              
              
              0
              
              
              
              0Less:
      Accumulated depreciation
              
              
              0
              
              
              
              0Net
      property and equipment
              
              
              0
              
              
              
              0OTHER
      ASSETSDeposits
              
              
              0
              
              
              
              0Total
      other assets
              
              
              0
              
              
              
              0Total
      Assets
              
              $
              333
              
              
              $
              0LIABILITIES
      AND STOCKHOLDERS’ EQUITYCURRENT
      LIABILITIESAccounts
      Payable and accrued liabilities
              
              $
              2,747
              
              
              $
              0Accrued
      interest payable
              
              
              107,215
              
              
              
              76,574Total
      current liabilities
              
              
              109,962
              
              
              
              76,574Line
      of credit payable
              
              
              313,210
              
              
              
              298,052Total
      long-term liabilities
              
              
              313,210
              
              
              
              298,052Total
      liabilities
              
              
              423,172
              
              
              
              374,626STOCKHOLDERS’
      EQUITYPreferred
      stock, $0.0001 par value, 25,000,000 shares authorized,
                0
      issued and outstanding
              
              
              0
              
              
              
              0Common
      stock, $0.0001, authorized 300,000,000 shares; 25,104,818
                issued
      and outstanding
              
              
              2,510
              
              
              
              2,510Additional
      paid in capital in excess of par
              
              
              14,139,858
              
              
              
              14,139,858Deficit
      accumulated during the development stage
              
              
              (14,565,207
              )
              
              
              (14,516,994
              )Total
      stockholders’ equity
              
              
              (422,839
              )
              
              
              (374,626
              )Total
      Liabilities and  Stockholders’ Equity
              
              $
              333
              
              
              $
              0
  
 F-3
  EXPERTELLIGENCE,
INC.
 (A
Development Stage Enterprise)
 Statements
of Operations
 The Year
Ended September 30,
 
 2009
              
              
              2008
              
              
              From
      October 1, 2003 (inception) through September 30, 2009REVENUES
              
              $
              0
              
              
              $
              0
              
              
              $
              0OPERATING
      EXPENSES:General
      and administrative expenses
              
              
              8,572
              
              
              
              9,230
              
              
              
              321,624Professional
      fees
              
              
              9,000
              
              
              
              9,000
              
              
              
              44,000Total
      expenses
              
              
              17,572
              
              
              
              18,230
              
              
              
              365,624Interest
      expense
              
              
              30,641
              
              
              
              26,384
              
              
              
              95,900Net
      income (loss)
              
              $
              (48,213
              )
              
              $
              (44,614
              )
              
              $
              (461,524
              )Income
      (loss) per weighted average common share
              
              $
              (0.01
              )
              
              $
              (0.01
              )Number
      of weighted average common shares outstanding
              
              
              25,104,818
              
              
              
              25,104,818
  
 F-4
 
 
 EXPERTELLIGENCE,
INC.
 (A
Development Stage Enterprise)
 Statements
of Stockholders’ Equity
 
 
 
 Number
      of Common
                Shares
              
              
              Common
                Stock
              
              
              Add’tl
                Paid
      in
                Capital
                in
                Excess
                of
      Par
              
              
              Deficit
                Accumulated
                During
      the
                Development
                Stage
              
              
              Total
                Stockholders’
                Equity
                (Deficit)INCEPTION BALANCE, Sept
      30, 2002
              
              
              2,343,180
              
              
              $
              234
              
              
              $
              11,399,832
              
              
              $
              (9,226,896
              )
              
              $
              2,173,170Shares
      issued to settle debt
              
              
              3,117,125
              
              
              
              312
              
              
              
              2,691,990
              
              
              
              0
              
              
              
              2,692,302Net
      loss
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              (4,865,472
              )
              
              
              (4,865,472
              )BALANCE,September 30,
      2003
              
              
              5,460,305
              
              
              
              546
              
              
              
              14,091,822
              
              
              
              (14,092,368
              )
              
              
              0Sale
      of stock for cash
              
              
              19,644,513
              
              
              
              1,964
              
              
              
              48,036
              
              
              
              0
              
              
              
              50,000Net
      loss
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              (50,000
              )
              
              
              (50,000
              )BALANCE, September 30,
      2004
              
              
              25,104,818
              
              
              
              2,510
              
              
              
              14,139,858
              
              
              
              (14,142,368
              )
              
              
              0Net
      loss
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              (145,486
              )
              
              
              (145,486
              )BALANCE, September 30,
      2005
              
              
              25,104,818
              
              
              
              2,510
              
              
              
              14,139,858
              
              
              
              (14,287,854
              )
              
              
              (145,486
              )Net
      loss
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              (80,265
              )
              
              
              (80,265
              )BALANCE, September 30,
      2006
              
              
              25,104,818
              
              
              
              2,510
              
              
              
              14,139,858
              
              
              
              (14,368,119
              )
              
              
              (225,751
              )Net
      loss
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              (104,261
              )
              
              
              (104,261
              )BALANCE,September 30,
      2007
              
              
              25,104,818
              
              
              
              2,510
              
              
              
              14,139,858
              
              
              
              (14,472,380
              )
              
              
              (330,012
              )Net
      loss
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              (44,614
              )
              
              
              (44,614
              )BALANCE, September 30,
      2008
              
              
              25,104,818
              
              
              
              2,510
              
              
              
              14,139,858
              
              
              
              (14,516,994
              )
              
              
              (374,626
              )Net
      loss
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              (48,213
              )
              
              
              (48,213
              )ENDING BALANCE,
      September 30, 2009
              
              
              25,104,818
              
              
              $
              2,510
              
              
              $
              14,139,858
              
              
              $
              (14,565,207
              )
              
              $
              (422,839
              )
 
  F-5
 EXPERTELLIGENCE,
INC.
 (A
Development Stage Enterprise)
 Statements
of Cash Flows
 Year
ended September 30,
 
 From
                October
      1, 2003 (Inception)
                through2009
              
              
              2008
              
              
              September
      30, 2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
              
              $
              (48,213
              )
              
              $
              (44,614
              )
              
              $
              (461,524
              )Adjustments
      to reconcile net loss to net cash used by operating
      activities:Stock
      issued for services
              
              
              0
              
              
              
              0
              
              
              
              0Changes
      in operating assets and liabilitiesIncr
      (decr) in accounts payable and accrued liabilities
              
              
              2,747
              
              
              
              0
              
              
              
              2,747Increase
      (decrease) in accrued interest payable
              
              
              30,641
              
              
              
              26,384
              
              
              
              95,900Net
      cash used by operating activities
              
              
              (14,825
              )
              
              
              (18,230
              )
              
              
              (362,877
              )CASH
      FLOWS FROM FINANCING ACTIVITIES:Draw
      on line of credit
              
              
              15,158
              
              
              
              18,230
              
              
              
              313,210Proceeds
      from issuance of common stock
              
              
              0
              
              
              
              0
              
              
              
              50,000Net
      cash provided by financing activities
              
              
              15,158
              
              
              
              18,230
              
              
              
              363,210Net
      increase (decrease) in cash
              
              
              333
              
              
              
              0
              
              
              
              333CASH,beginning of
      period
              
              
              0
              
              
              
              0
              
              
              
              0CASH,end of
      period
              
              $
              333
              
              
              $
              0
              
              
              $
              333
 
 SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION:
 NONE
 
  
  F-6
  EXPERTELLIGENCE,
INC.
 (A
Development Stage Enterprise)
 Notes
to Financial Statements
 
 (1)
Summary of Significant Accounting Policies
 The
Company  Expertelligence, Inc., (the Company), was incorporated
on March 31, 1980, under the laws of the State of California. On June 26, 2006,
the Company
reincorporated in Nevada.
 
 The
Company is a United States public company and  trades on the
Over-the-Counter Bulletin Board, (OTC:BB).  The Company is available
as a public shell to be acquired or to merge with another entity.  The
Company is considered to be in the development stage since October 1, 2003, and
the accompanying financial statements represent those of a development stage
company in accordance with SFAS No. 7, “Accounting and Reporting by Development
Stage Enterprises.”
 
 The
following summarize the more significant accounting and reporting policies and
practices of the Company:
 
 a) Use of
estimates    The financial statements have been
prepared in conformity with generally accepted accounting
principles.  In preparing the financial statements, management is
required to make estimates and assumptions that affect the reported amounts of
assets and liabilities as of the date of the statements of financial condition
and revenues and expenses for the year then ended.  Actual results may
differ significantly from those estimates.
 
 b)  Start-Up
costs  Costs of start-up activities, including organization
costs, are expensed as incurred, in accordance with Statement of Position (SOP)
98-5.
 
 c)  Net loss per shareBasic loss per weighted average common share excludes dilution and is
computed by dividing the net loss by the weighted average number of common
shares outstanding during the period.  The Company applies Statement
of Financial Accounting Standards No. 128, “Earnings Per Share” (FAS
128).
 
 d) Fair value of financial
instruments The carrying values of cash and accrued liabilities
approximate their fair values due to the short maturity of these
instruments.
 
 e) Income taxes The Company
accounts for income taxes according to Statement of Financial Accounting
Standards (SFAS) No. 109, “Accounting for Income Taxes”.  Under the
liability method specified by SFAS No. 109, deferred income taxes are recognized
for the future tax consequences of temporary differences between the financial
statement carrying amounts and tax bases of assets and liabilities.
 
 (2) Stockholders’ EquityThe
Company has authorized 300,000,000 shares of $0.0001 par common stock. At
September 30, 2009 and 2008 there were 25,104,818 shares issued and
outstanding..
 
 (3) Income TaxesDeferred
income taxes (benefits) are provided for certain income and expenses which are
recognized in different periods for tax and financial reporting
purposes.  The Company had net operating loss carry-forwards for
income tax purposes of approximately $461,524 expiring beginning September 30,
2028.  The amount recorded as deferred tax asset as of September 30,
2009 is approximately $112,000, which represents the amount of tax benefit of
the loss carry-forward.  Deferred tax assets are reduced by a
valuation allowance if, in the opinion of management, it is more likely than not
that some portion or all of the deferred tax assets will not be
realized.  Management’s valuation procedures consider projected
utilization of deferred tax assets prospectively over the next several years,
and continually evaluate new circumstances surrounding the future realization of
such assets. The difference between income taxes and
   
  F-7
 
 EXPERTELLIGENCE,
INC.
 (A
Development Stage Enterprise)
 Notes
to Financial Statements
 
 (3) Income Taxes,
continued  the amount computed by applying the federal
statutory tax rate to the loss before income taxes is due to an increase in the
deferred tax asset valuation allowance.
 
 (4) Going Concern The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  The Company’s financial position
and operating results raise substantial doubt about the Company’s ability to
continue as a going concern, as reflected by the net loss of $14,565,200
accumulated from March 31, 1980 (Inception) through September 30,
2009.  The ability of the Company to continue as a going concern is
dependent upon commencing operations, developing sales and obtaining additional
capital and financing.  The financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern.  The Company is currently seeking additional capital to
allow it to begin its planned operations.
 
 (5) Convertible Line of Credit
Payable In
October 2004, the Company entered into a line of credit with a third party,
convertible into common stock at the discretion of the lender, for
$250,000. This line of credit carries an 10% rate of interest. It is
convertible into common stock at any time prior to repayment at a conversion
rate of the lesser of 66 2/3 of the average closing price on the date of
conversion or $0.01 per share, This line of credit carried an maturity date of
December 31, 2008. As of September 30, 2008, $313,210 has been advanced under
this line of credit. In August 2009, the Company received an extension of the
maturity of the line of credit to December 31, 2010 and an increase in the line
of credit to $500,000.
  
 
 F-8
  Item 9.
Changes  In  and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure.
 
 During
2009 we changed auditors from Lawrence Scharfman, CPA to Larry O’Donnell, CPA,
PC.
 
 Item 9A.
Controls and Procedures
 
 We have
carried out an evaluation, under the supervision and with the participation of
our management, including our Chief Executive Officer and ourChief Financial
Officer, of the  effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
SecuritiesExchange Act of 1934, as amended (the "Exchange Act") as of September
30, 2009.
 
 Based on
such evaluation, our management has concluded that our disclosure controls and
procedures were effective as of the end of the fiscal year ended September 30,
2009.
 
 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 Rules 13a-15(f) and 15d-15(f) promulgated
under the Exchange Act. Those rules define internal control over financial
reporting as a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles and includes those policies and procedures that: 1.Pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of our assets; 2. Provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that
out receipts and expenditures are being made only in accordance with
authorizations of our management and directors; and 3. Provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisitions,
use or disposition our assets that could have a material effect on our financial
statements.
 
 Because
of its inherent limitations, internal controls 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.
 
 Management
assessed the effectiveness of our internal control over financial reporting as
of September 30, 2009. In making this assessment, our management used the
criteria established in Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based
on our assessment, we believe that, as of September 30, 2009, our internal
control over financial reporting is effective based on those
criteria.
  12
  This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management's report in this annual
report.
 
 Changes
in Internal Control Over Financial Reporting
 
 There
have been no changes in our internal control over financial reporting during the
most recent fiscal quarter that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.
 
 Item 9B.
Other Information
 
 None.
  PART
III
 
 Item 10.
Directors, Executive Officers and Corporate Governance.
 
 (a) Set
forth  below is the
names,  ages,  positions,  with the Company and
business experiences of the executive officers and directors of the
Company.
 
  Name
              
              Age
              
              Position(s)
      with CompanyJason
      Smart
              
              29
              
              Chief
      Executive Officer, President, Chief Financial Officer and
      Director(1)
 
 Business
Experience
 
 Mr.
Smart, age 29, owns and operates Strategic Consultants, Inc., (SCI), a market
research company, based in Ontario, Canada. Mr. Smart has owned and operated
this company since early 2000. SCI provides advertising assessment studies for
both companies and products. The studies include focus on product and service
awareness and satisfaction, competitive analysis of products and services,
consumer analysis of product and services, specific customer satisfaction,
imaging and positioning of products and services, pricing analysis of products
and services and service quality and product/service development, as well as
real estate projections.
 
 Committees
of the Board of Directors
 
 We
presently do not have an audit committee, compensation committee, nominating
committee, an executive committee of our board of directors, stock plan
committee or any other committees. However, our board of directors may establish
various committees during the current fiscal year.
 
 13
 
 Compensation
of Directors
  Our
director has received no compensation for his services as a director nor is
reimbursed for his reasonable expenses incurred in attending board or committee
meetings.
  Terms of
Office
  Our
directors are appointed for one-year terms to hold office until the next annual
general meeting of the holders of our Common Stock or until removed from office
in accordance with our by-laws. Our officers are appointed by our board of
directors and hold office until removed by our board of directors.
  Involvement
in Certain Legal Proceedings
  Except as
indicated above, no event listed in Sub-paragraphs (1) through (4) of
Subparagraph (d) of Item 401 of Regulation S-K, has occurred with respect to any
of our present executive officers or directors or any nominee for director
during the past five years which is material to an evaluation of the ability or
integrity of such director or officer.
  Compliance
with Section 16(a) of the Securities Exchange Act of 1934
  For
companies registered pursuant to section 12(g) of the Exchange Act, Section
16(a) of the Exchange Act requires our executive officers and directors, and
persons who beneficially own more than ten percent of our equity securities, to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission. Officers, directors and greater than ten percent
shareholders are required by SEC regulation to furnish us with copies of all
Section 16(a) forms they file. To our knowledge, based solely on a review of the
copies of reports furnished to us and written representations that no other
reports were required, Section 16(a) filing requirements applicable to our
officers, directors and greater than ten percent beneficial owners were complied
with on a timely basis for the period which this report relates.
  Conflicts
of Interest
  None of
our officers will devote more than a portion of his time to our affairs. There
will be occasions when the time requirements of our business conflict with the
demands of the officers other business and investment activities. Such conflicts
may require that we attempt to employ additional personnel. There is no
assurance that the services of such persons will be available or that they can
be obtained upon terms favorable to us.
  Our
officers, directors and principal shareholders may actively negotiate for the
purchase of a portion of their common stock as a condition to, or in connection
with, a proposed merger or acquisition transaction, if any. In the event that
such a transaction occurs, it is anticipated that a substantial premium may be
paid by the purchaser in conjunction with any sale of shares by our officers,
directors and principal shareholders made as a condition to, or in connection
with, a proposed merger or acquisition transaction. The fact that a substantial
premium may be paid to members of our management to acquire their shares creates
a conflict of interest for them and may compromise their state law fiduciary
duties to the our other shareholders. In making any such sale, members of
Company management may consider their own personal pecuniary benefit rather than
the best interests of the Company and the Company's other shareholders, and the
other shareholders are not expected to be afforded the opportunity to approve or
consent to any particular buy-out transaction involving shares held by members
of Company management.
  14
  It is not
currently anticipated that any salary, consulting fee, or finders fee shall be
paid to any of our directors or executive officers, or to any other affiliate of
us except as described under Executive Compensation below.
 
 Although
management has no current plans to cause us to do so, it is possible that we may
enter  into an agreement with an acquisition candidate requiring the
sale of all or a portion of the Common Stock held by our current stockholders to
the acquisition candidate or principals  thereof, or to other
individuals or business entities, or requiring some other form of payment to our
current stockholders, or requiring the future employment of specified officers
and payment of salaries to them. It is more likely than not that any sale of
securities by our current stockholders to an acquisition candidate would be at a
price substantially higher than that originally paid by such stockholders. Any
payment to current stockholders in the context of an acquisition involving us
would be determined entirely by the largely unforeseeable terms of a future
agreement with an unidentified business entity.
 
 Item 11.
Executive Compensation
 
 The
following table shows all the cash compensation paid by the Company, as well as
certain  other compensation paid or accrued, during the fiscal year
ended September 30, 2009 to the Company's President and highest paid executive
officers. No restricted stock awards, long-term incentive plan payouts or other
types of compensation, other than the compensation identified in the chart
below, were paid to these executive officers during these fiscal
years.
 
 SUMMARY
COMPENSATION TABLE
 
 Annual
      Compensation
                Long
      Term Compensation
                Awards
                PayoutsName
      and Principal Position
                Year
                Salary
                Bonus
                OtherAnnual
      Compensation
                RestrictedStock
      Awards
                Securities
      Underlying Options/SARs
                LTIP
      Payouts

                    Comp.
                All
      OtherJason
      Smart
                2009
                $0
                0
                0
                0
                0
                0
                02008
                $0
                0
                0
                0
                0
                0
                02007
                $0
                0
                0
                0
                0
                0
                02006
                $0
                0
                0
                0
                0
                0
                0
  Compensation
of Directors
  We have
no standard arrangements for compensating our board of directors for their
attendance at meetings of the Board of Directors.
 
 Bonuses
and Deferred Compensation
 
 We do not
have any bonus, deferred compensation or retirement plan. Such plans may be
adopted by us at such time as deemed reasonable by our board of directors. We do
not have a compensation committee, all decisions regarding compensation are
determined by our board of directors.
 
 15
  Stock
Option and Stock Appreciation Rights.
 
 We do not
currently have a Stock Option or Stock Appreciation Rights Plan. No stock
options or stock appreciation rights were awarded during the fiscal year ended
September 30, 2009, or the period ending on the date of this
Report.
 
 Termination
of Employment and Change of Control Arrangement
 
 There are
no compensatory  plans or arrangements, including payments to be
received from us, with respect to any person named in cash compensation set out
above which would in any way result in payments to any such person because of
his resignation, retirement, or other termination of such person's employment
with us or our subsidiaries, or any change in control of us, or a change in the
person's responsibilities following a changing in control.
 
 Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
 
 The
following table sets forth, as of September 30, 2009, information with respect
to the beneficial ownership of our common stock by (i) persons known by us to
beneficially own more than five percent of the outstanding  shares,
(ii) each director, (iii) each executive officer and (iv) all directors and
executive officers as a group.
  Common Stock
                  Beneficially
      OwnedName
      and Address
                Title
      of Class
                Number
                PercentNational
      Business Investors
                  500
      S. Australian Ave., Suite 619
                  West
      Palm Beach, FL 33401
                Common
                15,002,718
                59.8%All
      Executive Officers and
                  Directors
      as a Group
                  (One
      (1) person)
                Common
                0
                0%
 16
 
 (1)  Under
Rule 13d-3, a beneficial owner of a security includes any person who, directly
or indirectly, through any contract, arrangement, understanding, relationship,
or otherwise has or shares: (i) voting power, which includes the power to vote,
or to direct the voting of shares; and (ii) investment power, which includes the
power to dispose or direct the disposition of shares.  Certain shares
may be deemed to be beneficially owned by more than one person (if, for example,
persons share the power to vote or the power to dispose of the shares). In
addition,  shares are deemed to be beneficially owned by a person if
the person has the right to acquire the shares (for example, upon exercise of an
option) within 60 days of the date as of which the  information is
provided. In computing the percentage ownership of any person, the amount of
shares outstanding is deemed to include the amount of shares beneficially owned
by such person (and only such person)  by reason of these acquisition
rights. As a result, the percentage of outstanding shares of any person as shown
in this table does not necessarily reflect the person's actual ownership or
voting power with respect to the number of shares of common
stock  actually outstanding on January 12, 2010. As of January 12,
2010, there were 25,104,818 shares of our common stock issued and
outstanding.
 
 Securities
Authorized for Issuance Under Equity Compensation Plans
 
 The
following table sets forth information as of September 30, 2009, with respect to
compensation plans (including individual compensation arrangements) under which
our common stock is authorized for issuance, aggregated as follows: (i) all
compensation plans previously approved by security holders; and (ii) all
compensation plans not previously approved by security Holders:
 
 None.
  Item 13.
Certain Relationships and Related Transactions and Director
Independence.
 
 Except as
described below, none of the following persons has any direct or indirect
material interest in any transaction to which we are a party during the past two
years, or in any proposed  transaction to which the Company is
proposed to be a party:
 
 (A)  any
director or officer;
 (B)  any
proposed nominee for election as a director;
 (C)  any
person who beneficially owns, directly or
indirectly,  shares
 carrying
more than 5% of the voting rights attached to our common
 stock;
or
 (D)  any
relative or spouse of any of
the  foregoing  persons,  or any
 relative
of such spouse, who has the same house as such person or
 who
is a director or officer of any parent or subsidiary.
 
 Item 14.
Principal Accounting Fees and Services.
  Audit
      Fees
                Audit-Related
      Fees
                Tax
      Fees
                All
      Other Fees2008
                $9,000
                none
                none
                none2007
                $9,000
                none
                none
                none
 
 17
 
 We have
no formal audit committee. However, our entire Board of Directors (the "Board")
is our defacto audit committee. In discharging its oversight responsibility as
to the audit process, the Board obtained from the independent auditors a formal
written statement describing all relationships between the auditors and us that
might bear on the auditors' independence as required by Independence Standards
Board Standard No. 1, "Independence Discussions with Audit Committees." The
Board discussed with the auditors any relationships that may impact their
objectivity and independence, including fees for non-audit services, and
satisfied itself as to the auditors' independence. The Board also discussed with
management, the internal auditors and the independent auditors the quality and
adequacy of its internal controls. The Board reviewed with the independent
auditors their management letter on internal controls.
 
 The Board
discussed and reviewed with the independent auditors all matters required to be
discussed by auditing standards generally accepted in the United States of
America, including those described in Statement on Auditing Standards No. 61, as
amended, "Communication with Audit Committees". The Board reviewed the audited
consolidated financial statements of the Company as of and for the year ended
September 30, 2009 with management and the independent auditors. Management has
the responsibility for the preparation of the Company's financial statements and
the independent auditors have the responsibility for the examination of those
statements. Based on the above-mentioned review and discussions with the
independent auditors and management, the Board of Directors approved the
Company's audited consolidated financial statements and recommended that they be
included in its Annual Report on Form 10-K for the year ended September 30,
2009, for filing with the Securities and Exchange Commission. The Board also
approved the appointment of Larry O’Donnell, CPA, P.C. as independent
auditors.
 
 PART
IV
 
 Item 15.
Exhibits and Reports on Form 8-K.
 
 (a) The
exhibits  required to be filed  herewith by Item 601
of  Regulation S-K, as described in the following index of exhibits,
are incorporated herein by reference, as follows:
 
  Exhibit
      No.
              Description31.1 *
              Certificate of
      the Chief  Executive  Officer and
      Chief  Financial Officer pursuant Section 302 of the
      Sarbanes-Oxley Act of 200232.1 *
              Certificate of
      the Chief  Executive  Officer and
      Chief  Financial Officer
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002
 
 
 *    Included
herein
 
 (b)
Reports on Form 8-K  During the last quarter of the fiscal year ended
September 30, 2009, we did not file any reports on Form 8-K.
  18
 
 SIGNATURES
 
 In  accordance  with
the Exchange Act, this report has been signed below by
the  following  persons  on our
behalf  and in the  capacities  and on the dates
indicated.
 
 ExperTelligence,
Inc.
 
 (Registrant)
   Date:
January 13, 2010
  By: /s/ Jason Smart
 Jason
Smart, President and Director
 
 
 Pursuant
to the  requirements  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.
   Signature
              
              Title
              Date/s/ Jason
      Smart
              
              CEO, President
      & Director
              January 13,
      2010