UNITED STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
DC 20549
 
 Form
10-KSB
 
 (Mark one)
 
 [X]
Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of
1934
 
 For the
fiscal year ended: September 30, 2008
 
 [_]
Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of
1934
 
 For the
transition period from ______________ to _____________
 
 Commission
File Number: 0-11596
 
 ExperTelligence,
Inc .
 
 
 Nevada
                    
                    95-3506403(State
      of incorporation)
                    
                    (IRS
      Employer ID
Number)
 
 83
Stanley Road
 UN 1 Box
103
 RR6
Woodville, Ontario K0M 2T0
 
 
 (416)
554-6546
 
 
 N/A
 
 if
changed since last report)
 
 
 Securities
registered under Section 12 (b) of the Exchange Act - None
 
 Securities
registered under Section 12(g) of the Exchange Act: - Common Stock - $0.0001 par
value
 
 Check
whether the issuer has (1) filed all reports required to be files by Section 13
or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period the Company was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes [X] No [_]
 
 Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of Company's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [_]
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act): Yes [X] No [_]
 
 The
issuer's revenues for the fiscal year ended September 30, 2007 were
$-0-.
 
 The
aggregate market value of voting common equity held by non-affiliates as of
September 30, 2008 was approximately $-0-, as there is no active trading
available for the Registrant's equity securities.
 
 As of
September 30, 2008, there were 104,818 shares of Common Stock issued and
outstanding.
 
 Transitional
Small Business Disclosure Format : Yes [_] No [X]
 
 
 
     Caution
Regarding Forward-Looking Information
 
 Certain
statements contained in this annual filing, including, without limitation,
statements containing the words "believes", "anticipates", "expects" and words
of similar import, constitute forward-looking statements. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors that
may cause the actual results, performance or achievements of the Company, or
industry results, to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements.
   Such
factors include, among others, the following: international, national and local
general economic and market conditions: demographic changes; the ability of the
Company to sustain, manage or forecast its growth; the ability of the Company to
successfully make and integrate acquisitions; raw material costs and
availability; new product development and introduction; existing government
regulations and changes in, or the failure to comply with, government
regulations; adverse publicity; competition; the loss of significant customers
or suppliers; fluctuations and difficulty in forecasting operating results;
changes in business strategy or development plans; business disruptions; the
ability to attract and retain qualified personnel; the ability to protect
technology; and other factors referenced in this and previous
filings.
   Given
these uncertainties, readers of this Form 10-KSB and investors are cautioned not
to place undue reliance on such forward-looking statements. The Company
disclaims any obligation to update any such factors or to publicly announce the
result of any revisions to any of the forward-looking statements contained
herein to reflect future events or developments.
 
 
 
 
  ExperTelligence,
Inc.
 
 Index to
Contents
 
  Part
      I
                          PageItem
      1  Description of Business
                          4Item
      2  Description of Property
                          21Item
      3  Legal
      Proceedings
                          21Item
      4  Submission of Matters to a Vote of Security
      Holders
                          21Part
      IIItem
      5  Market for Company's Common Stock and Related Stockholders
      Matters
                          22Item
      6  Management's Discussion and Analysis or Plan of
      Operation
                          24Item
      7  Financial Statements
                          26Item
      8  Changes in and Disagreements with Accountants on Accounting
      and Financial Disclosures
                          27Item
      8A Controls and Procedures
                          28Part
      IIIItem
      9  Directors, Executive Officers, Promoters and Control Persons;
      Compliance with Section 16(a) of the Exchange Act
                          30Item
      10 Executive Compensation
                          32Item
      11 Security Ownership of Certain Beneficial Owners and Management and
      Related Stockholder Matters
                          32Item
      12 Certain Relationships and Related Transactions
                          33Item
      13 Exhibits and Reports on 8-K
                          33Item
      14 Principal Accountant Fees and Services
                          34Financial
      Statements
                          F-1Signatures
                          35









PART
I
 
 ITEM
1 - Description of Business
 
 Background
 
 ExperTelligence,
Inc. (Company) was incorporated in accordance with the Laws of the State of
California on March 31, 1980. The Company formerly developed Internet portal
technology, published database software products for the Internet, and developed
and hosted web/database and electronic commerce application
solutions.
 
 On June
26, 2006, the Company changed its state of incorporation from California to
Nevada by means of a merger with and into a Nevada corporation formed on
November 17, 2005 solely for the purpose of effecting the reincorporation. The
Certificate of Incorporation and Bylaws of the Nevada corporation are the
Certificate of Incorporation and Bylaws of the surviving corporation. Such
Certificate of Incorporation kept the Company's name of ExperTelligence, Inc.
and modified the Company's capital structure to allow for the issuance of up to
300,000,000 shares of $0.0001 par value common stock and 25,000,000 shares of
$0.0001 par value preferred stock.
 
 On
January 11, 2002, the Company began trading its shares on the NASDAQ Small Cap
Market. After delisting, the current trading symbol on the OTCBB is
EXTL.
 
 Historical
Information
 
 ExperTelligence,
Inc. was a technology company involved in developing and operating Internet
businesses based on the Company's proprietary technologies and ideas. The
Company maintained a division to support its consulting practice and software
products: WebBase and ExperForms.
 
 The
Company ran a database portal at WebData.com. ExperTelligence focuses on
businesses relating to "Internet hubs" and "exchanges" that create value by
connecting and distributing information over the Internet. The Company formed
and capitalized the new entities, recruits management, provided space in the
Company's facilities, provided ongoing strategic guidance and mentoring,
creative design, Web development, accounting, legal and administrative services,
with the goal of preparing each business for independent operation.
 
 The
Company created 3DStockCharts.com and ExperClick.com, as subsidiaries. The
Company generated revenue from its WebBase division through software and
consulting sales. The Company intended to generate cash flow from a combination
of equity ownership, operations of its subsidiaries and/or licensing of its
technologies. On October 21, 1999, the Company announced the incorporation of
3DStockCharts.com as a subsidiary based on three dimensional proprietary
technology created by the Company. On April 5, 2000, the Company announced the
incorporation of ExperClick.com in the state of Delaware. ExperClick.com was a
real-time advertising ECN, similar in nature to the Wall Street Exchange, but
for highly targeted individual advertising impressions.
    -4-
 
 On May
12, 2003, in a Current Report on Form 8-K, the Company announced that it would
conduct an auction to sell the Company's assets and use the proceeds to settle
company debt, distributing any remainder to shareholders. This action was
precipitated by a lack of developmental and operating capital.
 
 On
October 20, 2003, as announced in a Current Report on Form 8-K, the Company
confirmed that it conducted the previously-noticed public auction of Company
assets. That auction, held at noon on October 15, 2003, at the Company's
offices, then located at 614 Chapala Street in Santa Barbara, California, the
Company sold:
 
 -
              the
      WebBase product, including all related intellectual property and computer
      hardware, software, and related equipment, license and customer
      agreements, and operating accounts;-
              the
      3DStockCharts product, including all related intellectual property and
      computer hardware, software, and related equipment, license and customer
      agreements, and operating accounts;-
              the
      Advertising Commerce Network product, including all related intellectual
      property and computer hardware, software, and related equipment, license
      and customer agreements, and operating accounts;-
              miscellaneous
      office furniture and computer equipment.-
              its
      interests in any and all third party
  corporations
 
 All sales
were made to creditors of the Company, and all payment for all items was made in
the form of a reduction of debt. The Company realized no cash from the
auction.
 
 Current
Status
 
 On
December 23, 2003, as announced in a Current Report on Form 8-K, the Company
issued 15,002,718 shares of the Company's unregistered, restricted Common Stock,
representing approximately 75.0% of the class, to Douglas P. Martin in exchange
for a cash payment of fifty thousand dollars ($50,000). The proceeds of the sale
were used to further reduce debt that was otherwise uncancelled by the October
15, 2003 auction of the Company's assets or incurred subsequent to that date.
The Company relied upon Section 4(2) of The Securities Act of 1933, as amended,
for an exemption from registration of these shares and no underwriter was used
in this transaction. The effect of this transaction was a change of control,
where Mr. Martin or transferees now beneficially own approximately 75.0% of the
issued and outstanding voting securities of the Company. This transaction
enabled the Company to satisfy in full all creditor
 claims.
   -5-
 
 On
October 1, 2004, the Company secured a Line of Credit for the purposes of
bringing the financial information with respect to the Company current so that
it would be in a position to attract an operating company or a new business
operation. Since that time, the Company, through consultants and it's new
auditor, has been able to update it's records and bring it's books and
records
 current.
 
 The
Company's equity securities are currently traded on the OTCBB with a symbol EXTL
and have irregular trading volumes and pricing.
 
 Since the
October 15, 2003 auction of the Company's assets, the Company may be referred to
as a reporting shell corporation. Shell corporations have zero or nominal assets
and typically no stated or contingent liabilities. Private companies wishing to
become publicly trading may wish to merge with a shell (a reverse merger or
reverse acquisition) whereby the shareholders of the private company become the
majority of the shareholders of the combined company. The private company may
purchase for cash all or a portion of the common shares of the shell corporation
from its major stockholders. Typically, the Board and officers of the private
company become the new Board and officers of the combined Company and often the
name of the private company becomes the name of the combined
entity.
 
 The
Company has very limited capital, and it is unlikely that the Company will be
able to take advantage of more than one such business opportunity. The Company
intends to seek opportunities demonstrating the potential of long-term growth as
opposed to short-term earnings. However, at the present time, the Company has
not identified any business opportunity that it plans to pursue, nor has the
Company reached any agreement or definitive understanding with any person
concerning an acquisition.
 
 It is
anticipated that the Company's officers and directors will contact
broker-dealers and other persons with whom they are acquainted who are involved
with corporate finance matters to advise them of the Company's existence and to
determine if any companies or businesses that they represent have a general
interest in considering a merger or acquisition with a blind pool or blank check
or shell entity. No direct discussions regarding the possibility of merger are
expected to occur until after the effective date of this registration
statement.
 
 No
assurance can be given that the Company will be successful in finding or
acquiring a desirable business opportunity, given the limited funds that are
expected to be available for acquisitions. Furthermore, no assurance can be
given that any acquisition, which does occur, will be on terms that are
favorable to the Company or its current stockholders.
 
 The
Company's search will be directed toward small and medium-sized enterprises,
which have a desire to become public corporations. In addition these enterprises
may wish to satisfy, either currently or in the reasonably near future, the
minimum tangible asset requirement in order to qualify shares for trading on
NASDAQ or on an exchange such as the American Stock Exchange. (See Investigation
and Selection of Business Opportunities). The Company anticipates that the
business opportunities presented to it will (I) either be in the process of
formation,
   -6-
  or be
recently organized with limited operating history or a history of losses
attributable to under-capitalization or other factors; (ii) experiencing
financial or operating difficulties; (iii) be in need of funds to develop new
products or services or to expand into a new market, or have plans for rapid
expansion through acquisition of competing businesses; (iv) or other similar
characteristics. The Company intends to concentrate its acquisition efforts on
properties or businesses that it believes to be undervalued or that it believes
may realize a substantial benefit from being publicly owned. Given the above
factors, investors should expect that any acquisition candidate may have little
or no operating history, or a history of losses or low
profitability.
 
 The
Company does not propose to restrict its search for investment opportunities to
any particular geographical area or industry, and may, therefore, engage in
essentially any business, to the extent of its limited resources. This include
industries such as service, finance, natural resources, manufacturing, high
technology, product development, medical, communications and others. The
Company's discretion in the selection of business opportunities is unrestricted,
subject to the availability of such opportunities, economic conditions, and
other factors.
 
 As a
consequence of this registration of its securities, any entity, which has an
interest in being acquired by, or merging into the Company, is expected to be an
entity that desires to become a public Company and establish a public trading
market for its securities. In connection with such a merger or acquisition, it
is highly likely that an amount of stock constituting control of the Company
would either be issued by the Company or be purchased from the current principal
stockholders of the Company by the acquiring entity or its affiliates. If stock
is purchased from the current principal stockholders, the transaction is likely
to result in substantial gains to the current principal stockholders relative to
their purchase price for such stock. In the Company's judgment, none of the
officers and directors would thereby become an underwriter within the meaning of
the Section 2(11) of the Securities Act of 1933, as amended as long as the
transaction is a private transaction rather than a public distribution of
securities. The sale of a controlling interest by certain principal shareholders
of the Company would occur at a time when minority stockholders are unable to
sell their shares because of the lack of a public market for such
shares.
 
 Depending
upon the nature of the transaction, the current officers and directors of the
Company may resign their management and board positions with the Company in
connection with a change of control or acquisition of a business opportunity
(See Form of Acquisition, below, and Risk Factors, The Company, Lack of
Continuity of Management). In the event of such a resignation, the Company's
current management would thereafter have no control over the conduct of the
Company's business.
 
 It is
anticipated that business opportunities will come to the Company's attention
from various sources, including its officers and directors, its other
stockholders, professional advisors such as attorneys and accountants,
securities broker- dealers, venture capitalists, members of the financial
community, and others who may present unsolicited proposals. The Company has no
plan, understandings, agreements, or commitments with any individual for such
person to act as a finder of opportunities for the Company.
   -7-
   The
Company does not foresee that it will enter into a merger or acquisition
transaction with any business with which its officers or directors are currently
affiliated. Should the Company determine in the future, contrary to the forgoing
expectations, that a transaction with an affiliate would be in the best
interests of the Company and its stockholders, the Company is, in general,
permitted by Delaware law to enter into a transaction if: The material facts as
to the relationship or interest of the affiliate and as to the contract or
transaction are disclosed or are known to the Board of Directors, and the Board
in good faith authorizes, approves or ratifies the contract or transaction by
the affirmative vote of a majority of the disinterested directors, even though
the disinterested directors constitute less than a quorum; or the material facts
as to the relationship or interest of the affiliate and as to the contract or
transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically authorized, approved or
ratified in good faith by vote of the stockholders; or the contract or
transaction is fair as to the Company as of the time it is authorized, approved
or ratified, by the Board of Directors or the stockholders.
 
 Investigation
and Selection of Business Opportunities
 
 To a
large extent, a decision to participate in a specific business opportunity may
be made upon management's analysis of the quality of the other Company's
management and personnel, the anticipated acceptability of new products or
marketing concepts, the merit of technological changes, the perceived benefit
the business opportunity will derive from becoming a publicly held entity, and
numerous other factors which are difficult, if not impossible, to analyze
through the application of any objective criteria. In many instances, it is
anticipated that the historical operations of a specific business opportunity
may not necessarily be indicative of the potential for the future because of a
variety of factors, including, but not limited to, the possible need to expand
substantially, shift marketing approaches, change product emphasis, change or
substantially augment management, raise capital and the
 like.
 
 It is
anticipated that the Company will not be able to diversify, but will essentially
be limited to the acquisition of one business opportunity because of the
Company's limited financing. This lack of diversification will not permit the
Company to offset potential losses from one business opportunity against profits
from another, and should be considered an adverse factor affecting any decision
to purchase the Company's securities.
 
 Certain
types of business acquisition transactions may be completed without any
requirement that the Company first submit the transaction to the stockholders
for their approval. In the event the proposed transaction is structured in such
a fashion that stockholder approval is not required, holders of the Company's
securities (other than principal stockholders holding a controlling interest)
should not anticipate that they will be provided with financial statements or
any other documentation prior to the completion of the transaction. Other types
of transactions require prior approval of the
 stockholders.
   -8-
  
 In the
event a proposed business combination or business acquisition transaction is
structured in such a fashion that prior stockholder approval is necessary, the
Company will be required to prepare a Proxy or Information Statement describing
the proposed transaction, file it with the Securities and Exchange Commission
for review and approval, and mail a copy of it to all Company stockholders prior
to holding a stockholders meeting for purposes of voting on the proposal.
Minority shareholders that do not vote in favor of a proposed transaction will
then have the right, in the event the transaction is approved by the required
number of stockholders, to exercise statutory dissenter's rights and elect to be
paid the fair value of their shares.
 
 The
analysis of business opportunities will be undertaken by or under the
supervision of the Company's officers and directors, none of whom are
professional business analysts (See Management). Although there are no current
plans to do so, Company management might hire an outside consultant to assist in
the investigation and selection of business opportunities, and might pay a
finder's fee. Since Company management has no current plans to use any outside
consultants or advisors to assist in the investigation and selection of business
opportunities, no policies have been adopted regarding use of such consultants
or advisors, the criteria to be used in selecting such consultants or advisors,
the services to be provided, the term of service, or the total amount of fees
that may be paid. However, because of the limited resources of the Company, it
is likely that any such fee the Company agrees to pay would be paid in stock and
not in cash.
 
 Otherwise,
in analyzing potential business opportunities, Company management anticipates
that it will consider, among other things, the following factors:
  o
                Potential
      for growth and profitability indicated by new technology, anticipated
      market expansion, or new products; o The Company's perception of how
      any particular business opportunity will be received by the
      investment community and by the Company's
    stockholders;o
                Whether,  following
      the business combination,  the financial condition of
      the  business  opportunity  would be, or
      would  have a  significant prospect in the
      foreseeable  future of becoming,  sufficient to
      enable the securities of the Company to qualify for listing on an
      exchange or on a national
      automated  securities  quotation system, such as
      NASDAQ, so as to permit the trading of
      such  securities  to be exempt from
      the requirements  of Rule 15g-9  adopted by
      the  Securities  and  Exchange Commission
      (See Risk Factors The Company Regulations of Penny
  Stocks).o
                Capital  requirements
      and anticipated  availability of required funds, to be
      provided by the Company or from operations,  through the sale
      of additional securities, through joint ventures or similar
      arrangements, or from other sources;o
                The
      extent to which the business opportunity can be
  advanced;o
                Competitive  position
      as compared to other  companies  of similar
      size and  experience  within  the  industry  segment  as
      well as within the industry as a whole;
  
 -9-
   o
                Strength
      and diversity of existing management or
      management  prospects that are scheduled for recruitment; o
      The cost of participation by the Company as compared to the
      perceived  tangible
      and  intangible  values and potential;
      ando
                The
      accessibility of
      required  management  expertise,  personnel,  raw materials,  services,  professional  assistance,  and  other  required items.
 In regard
to the possibility that the shares of the Company would qualify for listing on
NASDAQ, the current standards for initial listing include, among other
requirements, that the Company (1) have net tangible assets of at least $4.0
million, or a market capitalization of $50.0 million, or net income of not less
that $0.75 million in its latest fiscal year or in two of the last three fiscal
years; (2) have a public float (i.e., shares that are not held by any officer,
director or 10% stockholder) of at least 1.0 million shares; (3) have a minimum
bid price of at least $4.00; (4) have at least 300 round lot stockholders (i.e.,
stockholders who own not less than 100 shares); and (5) have an operating
history of at least one year or have a market capitalization of at least $50.0
million. Many, and perhaps most, of the business opportunities that might be
potential candidates for a combination with the Company would not satisfy the
NASDAQ listing criteria.
 
 No one of
the factors described above will be controlling in the selection of a business
opportunity, and management will attempt to analyze all factors appropriate to
each opportunity 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. Potential investors must
recognize that, because of the Company's limited capital available for
investigation and management's limited experience in business analysis, the
Company may not discover or adequately evaluate adverse facts about the
opportunity to be acquired.
 
 The
Company is unable to predict when it may participate in a business opportunity.
It expects, however, that the analysis of specific proposals and the selection
of a business opportunity may take several months or more.
 
 Prior to
making a decision to participate in a business opportunity, the Company will
generally request that it be provided with written materials regarding the
business opportunity containing as much relevant information as possible,
including, but not limited to, such items as a description of products, services
and Company history; management resumes; financial information; available
projections, with related assumptions upon which they are based; an explanation
of proprietary products and services; evidence of existing patents, trademarks,
or service marks, or rights thereto; present and proposed forms of compensation
to management; a description of transactions between such Company and its
affiliates during the relevant periods; a description of present and required
facilities; an analysis of risks and competitive conditions; a financial plan of
operation and estimated capital requirements; audited financial statements, or
if they are not available, unaudited financial statements, together with
reasonable assurance that audited financial statements would be able to be
produced within a reasonable period of time not to exceed 60 days following
completion of a merger or acquisition transaction; and the like.
   -10-
 
 As part
of the Company's investigation, the Company's executive officers and directors
may meet personally with management and key personnel, may visit and inspect
material facilities, obtain independent analysis or verification of certain
information provided, check references of management and key personnel, and take
other reasonable investigative measures, to the extent of the Company's limited
financial resources and management expertise.
 
 It is
possible that the range of business opportunities that might be available for
consideration by the Company could be limited by the impact of Securities and
Exchange Commission regulations regarding purchase and sale of penny stocks. The
regulations would affect, and possibly impair, any market that might develop in
the Company's securities until such time as they qualify for listing on NASDAQ
or on an exchange which would make them exempt from applicability of the penny
stock regulations. (See Risk Factors Regulation of
 Penny
Stocks)
 
 Company
management believes that various types of potential merger or acquisition
candidates might find a business combination with the Company to be attractive.
These include acquisition candidates desiring to create a public market for
their shares in order to enhance liquidity for current stockholders, acquisition
candidates which have long-term plans for raising capital through public sale of
securities and believe that the possible prior existence of a public market for
their securities would be beneficial, and acquisition candidates which plan to
acquire additional assets through issuance of securities rather than for cash,
and believe that the possibility of development of a public market for their
securities will be of assistance in that process. Acquisition candidates, which
have a need for an immediate cash infusion, are not likely to find a potential
business combination with the Company to be an attractive alternative. Form of
Acquisition It is impossible to predict the manner in which the Company may
participate in a business opportunity. Specific business opportunities will be
reviewed as well as the respective needs and desires of the Company and the
promoters of the opportunity and, upon the basis of the review and the relative
negotiating strength of the Company and such promoters, the legal structure or
method deemed by management to be suitable will be selected. Such structure may
include, but is not limited to leases, purchase and sale agreements, licenses,
joint ventures and other contractual arrangements. The Company may act directly
or indirectly through an interest in a partnership, corporation or other form of
organization. Implementing such structure may require the merger, consolidation
or reorganization of the Company with other corporations or forms of business
organization. In addition, the present management and stockholders of the Company
most likely will not have control of a majority of the voting stock of the
Company following a merger or reorganization transaction. As part of such a
transaction, the Company's existing directors may resign and new directors may
be appointed without any vote by stockholders.
 
 It is
likely that the Company will acquire its participation in a business opportunity
through the issuance of Common Stock or other securities of the Company.
Although the terms of any such transaction cannot be predicted, it should be
noted that in certain circumstances the criteria for determining whether or not
an acquisition is a so-called "B" tax free reorganization under the Internal
Revenue Code of 1986 as amended, depends upon the issuance to the stockholders
of the acquired Company of a controlling interest (i.e., 80% or more) of the
common stock of the combined
   -11-
   entities
immediately following the reorganization. If a transaction were structured to
take advantage of these provisions rather than other a tax free provisions
provided under the Internal Revenue Code, the Company's current stockholders
would retain in the aggregate 20% or less of the total issued and outstanding
shares. This could result in substantial additional dilution in the equity of
those who were stockholders of the Company prior to such reorganization. Any
such issuance of additional shares might also be done simultaneously with a sale
or transfer of shares representing a controlling interest in the Company by the
current officers, directors and principal stockholders.
 
 It is
anticipated that any new securities issued in any reorganization would be issued
in reliance upon one or more exemptions from registration under applicable
federal and state securities laws to the extent that such exemptions are
available. In some circumstances, however, as a negotiated element of the
transaction, the Company may agree to register such securities either at the
time the transaction is consummated or under certain conditions at specified
times thereafter. The issuance of substantial additional securities and their
potential sale into any trading market that might develop in the Company's
securities may have a depressive effect upon such market.
 
 The
Company will participate in a business opportunity only after the negotiation
and execution of a written agreement. Although the terms of such agreement
cannot be predicted, generally such an agreement would require specific
representations and warranties by all of the parties thereto, specify certain
events of default, detail the terms of closing and the conditions which must be
satisfied by each of the parties thereto prior to such closing, outline the
manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.
 
 As a
general matter, the Company anticipates that it, and/or its principal
stockholders will enter into a letter of intent with the management, principals
or owners of a prospective business opportunity prior to signing a binding
agreement. Such a letter of intent will set forth the terms of the proposed
acquisition but will not bind any of the parties to consummate the transaction.
Execution of a letter of intent will by no means indicate that consummation of
an acquisition is probable. Neither the Company nor any of the other parties to
the letter of intent will be bound to consummate the acquisition unless and
until a definitive agreement is executed. Even after a definitive agreement is
executed, it is possible that the acquisition would not be consummated should
any party elect to exercise any right provided in the agreement to terminate it
on specific grounds.
 
 It is
anticipated that the investigation of specific business opportunities and the
negotiation, drafting and execution of relevant agreements, disclosure documents
and other instruments will require substantial management time and attention and
substantial costs for accountants, attorneys and others. If a decision is made
not to participate in a specific business opportunity, the costs incurred in the
related investigation would not be recoverable. Moreover, because many providers
of goods and services require compensation at the time or soon after the goods
and services are provided, the inability of the Company to pay until an
indeterminate future time may make it impossible to produce goods and
services.
   -12-
  
 Investment
Company Act and Other Regulation
 
 The
Company may participate in a business opportunity by purchasing, trading or
selling the securities of such business. The Company does not, however, intend
to engage primarily in such activities. Specifically, the Company intends to
conduct its activities so as to avoid being classified as an investment Company
under the Investment Company Act of 1940 (the Investment Act), and therefore to
avoid application of the costly and restrictive registration and other
provisions of the Investment Act, and the regulations promulgated
thereunder.
 
 The
Company's plan of business may involve changes in its capital structure,
management, control and business, especially if it consummates the
reorganization as discussed above. Each of these areas is regulated by the
Investment Act, in order to protect purchasers of investment Company securities.
Since the Company will not register as an investment Company, stockholders will
not be afforded these protections.
 
 Competition
 
 The
Company expects to encounter substantial competition in its efforts to locate
attractive business combination opportunities. The competition may in part come
from business development companies, venture capital partnerships and
corporations, small investment companies, brokerage firms, and the like. Some of
these types of organizations are likely to be in a better position than the
Company to obtain access to attractive business acquisition candidates either
because they have greater experience, resources and managerial capabilities than
the Company, because they are able to offer immediate access to limited amounts
of cash, or for a variety of other reasons. The Company also will experience
competition from other public companies with similar business purposes, some of
which may also have funds available for use by an acquisition
candidate.
 
 Employees
 
 The
Company currently has no employees. Management of the Company expects to use
consultants, attorneys and accountants as necessary, and does not anticipate a
need to engage any full-time employees so long as it is seeking and evaluating
business opportunities. The need for employees and their availability will be
addressed in connection with the decision whether or not to acquire or
participate in specific business opportunities.
 
 Risk
Factors
 
 The
Company's business and plan of operation is subject to numerous risk factors,
including, but not limited to, the following:
 
 Limited
Operating History makes Potential Difficult to Assess
 
 The
Company has had no operating history nor any revenues or earnings from
operations since 2003. All efforts from our inception through 2003 were
unsuccessful. The Company has no assets or financial resources. The Company
will, in all likelihood, continue to sustain operating
   -13-
  expenses
without corresponding revenues, at least until the consummation of a business
combination. This will most likely result in the Company incurring a net
operating loss which will increase continuously until the Company can consummate
a business combination with a target company. There is no assurance that the
Company can identify such a target company and consummate such a business
combination.
 
 There is
NO Agreement For A Business Combination and NO Minimum Requirements for a
Business Combination
 
 The
Company has no current arrangement, agreement or understanding with respect to
engaging in a business combination with a specific entity. There can be no
assurance that the Company will be successful in identifying and evaluating
suitable business opportunities or in concluding a business combination. No
particular industry or specific business within an industry has been selected
for a target company. The Company has not established a specific length of
operating history or a specified level of earnings, assets, net worth or other
criteria which it will require a target company to have achieved, or without
which the Company would not consider a business combination with such business
entity. Accordingly, the Company may enter into a business combination with a
business entity having no significant operating history, losses, limited or no
potential for immediate earnings, limited assets, negative net worth or other
negative characteristics. There is no assurance that the Company will be able to
negotiate a business combination on terms favorable to the Company.
 
 NO
Assurance of Success or Profitability
 
 There is
no assurance that the Company will acquire a favorable business opportunity.
Even if the Company should become involved in a business opportunity, there is
no assurance that it will generate revenues or profits, or that the market price
of the Company's outstanding shares will be increased
 thereby.
 
 Type of
Business To Be Acquired
 
 The type
of business to be acquired may be one that desires to avoid effecting its own
public offering and the accompanying expense, delays, uncertainties, and federal
and state requirements which purport to protect investors. Because of the
Company's limited capital, it is more likely than not that any acquisition by
the Company will involve other parties whose primary interest is the acquisition
of control of a publicly traded Company. Moreover, any business opportunity
acquired may be currently unprofitable or present other negative
factors.
 
 Lack of
Diversification
 
 Because
of the limited financial resources that the Company has, it is unlikely that the
Company will be able to diversify its acquisitions or operations. The Company's
probable inability to diversify its activities into more than one area will
subject the Company to economic fluctuations within a particular business or
industry and therefore increase the risks associated with the Company's
operations.
   -14-
 
 Only ONE
Director and Officer
 
 Because
management consists of only one person, while seeking a business combination,
Jason Smart, the Company's President, will be the only person responsible in
conducting the day-to-day operations of the Company. The Company does not
benefit from multiple judgments that a greater number of directors or officers
would provide, and the Company will rely completely on the judgment of its one
officer and director when selecting a target company. Mr. Smart anticipates
devoting only a limited amount of time per month to the business of the Company.
Mr. Smart has not entered into a written employment agreement with the Company
and he is not expected to do so. The Company does not anticipate obtaining key
man life insurance on Mr. Smart. The loss of the services of Mr. Smart would
adversely affect development of the Company's business and its likelihood of
continuing operations.
 
 Dependence
Upon Management, Limited Participation of Management
 
 The
Company will be entirely dependent upon the experience of its officer and
director in seeking, investigating, and acquiring a business and in making
decisions regarding the Company's operations. Because investors will not be able
to evaluate the merits of possible future business acquisitions by the Company,
they should critically assess the information concerning the Company's officers
and directors. (See Management.)
 
 Conflicts
of Interest
 
 Certain
conflicts of interest exist between the Company and its officer and director. He
has other business interests to which he currently devotes attention and is
expected to continue to do so. As a result, conflicts of interest may arise that
can be resolved only through his exercise of judgment in a manner which is
consistent with his fiduciary duties to the Company. (See Management, Conflicts
of Interest.)
 
 It is
anticipated that the Company's principal shareholder may actively negotiate or
otherwise consent to the purchase of a portion of his common stock as a
condition to, or, in connection with, a proposed merger or acquisition
transaction. In this process, the Company's principal shareholders may consider
his own personal pecuniary benefit rather than the best interest of other
Company shareholders. Depending upon the nature of a proposed transaction,
Company shareholder other than the principal shareholders may not be afforded
the opportunity to approve or consent to a particular transaction.
 
 We have
not voluntarily implemented various corporate governance measures in the absence
of which, shareholders may have more limited protections against interested
director transactions, conflicts of interest and similar matters.
 
 Recent
Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in
the adoption of various corporate governance measures designed to promote the
integrity of the corporate management and the securities markets. Some of these
measures have been adopted in response to legal requirements.
   -15-
   Others
have been adopted by companies in response to the requirements of national
securities exchanges, such as the NYSE or The Nasdaq Stock Market, on which
their securities are listed. Among the corporate governance measures that are
required under the rules of national securities exchanges and Nasdaq are those
that address board of directors' independence, audit committee oversight, and
the adoption of a code of ethics. While our board of directors has adopted a
Code of Ethics and Business Conduct, we have not yet adopted any of these
corporate governance measures and, since our securities are not yet listed on a
national securities exchange or Nasdaq, we are not required to do so. It is
possible that if we were to adopt some or all of these corporate governance
measures, shareholders would benefit from somewhat greater assurances that
internal corporate decisions were being made by disinterested directors and that
policies had been implemented to define responsible conduct. For example, in the
absence of audit, nominating and compensation committees comprised of at least a
majority of independent directors, decisions concerning matters such as
compensation packages to our senior officers and recommendations for director
nominees may be made by a majority of directors who have an interest in the
outcome of the matters being decided. Prospective investors should bear in mind
our current lack of corporate governance measures in formulating their
investment decisions.
 
 Provisions
of our Articles of Incorporation and Bylaws may delay or prevent take-over which
may not be in the best interest of our stockholders.
 
 Provisions
of our articles of incorporation and bylaws may be deemed to have anti-takeover
effects, which include when and by whom special meetings of our stockholders may
be called, and may delay, defer or prevent a takeover attempt. In addition, our
articles of incorporation authorize the issuance of up to 25,000,000 shares of
preferred stock with such rights and preferences as may be determined from time
to time by our board of directors, of which 0 shares of Preferred Stock are
issued and outstanding as of December 29, 2008. Our board of directors may,
without stockholder approval, issue preferred stock with dividends, liquidation,
conversion, voting or other rights that could adversely affect the voting power
or other rights of the holders of our common stock. As a result, our board of
directors can issue such stock to investors who support our management and give
effective control of our business to our management.
 
 We may be
exposed to potential risks relating to our internal controls over financial
reporting and our ability to have those controls attested to by our independent
auditors.
 
 As
directed by Section 404 of the Sarbanes-Oxley Act of 2002 ("SOX 404"), the
Securities and Exchange Commission adopted rules requiring public companies to
include a report of management on the company's internal controls over financial
reporting in their annual reports, including Form 10-KSB. In addition, the
independent registered public accounting firm auditing a company's financial
statements must also attest to and report on management's assessment of the
effectiveness of the company's internal controls over financial reporting as
well as the operating effectiveness of the company's internal controls. We are
evaluating our internal control systems quarterly in order to allow our
management to report on, and our independent auditors attest to, our internal
controls, as a required part of our Annual Report on Form 10-KSB beginning with
our report for the fiscal year ended September 30, 2008.
   -16-
 
 While we
expect to expend significant resources in developing the necessary documentation
and testing procedures required by SOX 404, there is a risk that we will not
comply with all of the requirements imposed thereby. At present, there is no
precedent available with which to measure compliance adequacy. Accordingly,
there can be no positive assurance that we will receive a positive attestation
from our independent auditors. In the event we identify significant deficiencies
or material weaknesses in our internal controls that we cannot remediate in a
timely manner or we are unable to receive a positive attestation from our
independent auditors with respect to our internal controls, investors and others
may lose confidence in the reliability of our financial statements and our
ability to obtain equity or debt financing could suffer.
 
 Possible
Need For Additional Financing
 
 The
Company has very limited funds, and such funds, may not be adequate to take
advantage of any available business opportunities. Even if the Company's
currently available funds prove to be sufficient to pay for its operations until
it is able to acquire an interest in, or complete a transaction with, a business
opportunity, such funds will clearly not be sufficient to enable it to exploit
the opportunity. Thus, the ultimate success of the Company will depend, in part,
upon its availability to raise additional capital. In the event that the Company
requires modest amounts of additional capital to fund its operations until it is
able to complete a business acquisition or transaction, such funds, are expected
to be provided by the principal shareholder. However, the Company has not
investigated the availability, source, or terms that might govern the
acquisition of the additional capital which is expected to be required in order
to exploit a business opportunity, and will not do so until it has determined
the level of need for such additional financing. There is no assurance that
additional capital will be available from any source or, if available, that it
can be obtained on terms acceptable to the Company. If not available, the
Company's operations will be limited to those that can be financed with its
modest capital.
 
 Dependence
Upon Outside Advisors
 
 To
supplement the business experience of its officer and director, the Company may
be required to employ accountants, technical experts, appraisers, attorneys, or
other consultants or advisors. The selection of any such advisors will be made
by the Company's officer, without any input by shareholders. Furthermore, it is
anticipated that such persons may be engaged on an as needed basis without a
continuing fiduciary or other obligation to the Company. In the event the
officer of the Company considers it necessary to hire outside advisors, he may
elect to hire persons who are affiliates, if those affiliates are able to
provide the required services.
 
 Regulation
of Penny Stocks
 
 The U. S.
Securities and Exchange Commission (SEC) has adopted a number of rules to
regulate "penny stocks." Because the securities of the Company may constitute
"penny stocks" within the meaning of the rules (as any equity security that has
a market price of less than $5.00 per share or with an exercise price of less
than $5.00 per share, largely traded in the National Association of Securities
Dealers' (NASD) OTC Bulletin Board or the "Pink Sheets", the rules would apply
to the Company and to its securities. The Commission has adopted Rule 15g-9
which established sales practice requirements for certain low price securities.
Unless the
   -17-
   transaction
is exempt, it shall be unlawful for a broker or dealer to sell a penny stock to,
or to effect the purchase of a penny stock by, any person unless prior to the
transaction: (i) the broker or dealer has approved the person's account for
transactions in penny stock pursuant to this rule and (ii) the broker or dealer
has received from the person a written agreement to the transaction setting
forth the identity and quantity of the penny stock to be purchased. In order to
approve a person's account for transactions in penny stock, the broker or dealer
must: (a) obtain from the person information concerning the person's financial
situation, investment experience, and investment objectives; (b) reasonably
determine that transactions in penny stock are suitable for that person, and
that the person has sufficient knowledge and experience in financial matters
that the person reasonably may be expected to be capable of evaluating the risks
of transactions in penny stock; deliver to the person a written statement
setting forth the basis on which the broker or dealer made the determination (i)
stating in a highlighted format that it is unlawful for the broker or dealer to
affect a transaction in penny stock unless the broker or dealer has received,
prior to the transaction, a written agreement to the transaction from the
person; and (ii) stating in a highlighted format immediately preceding the
customer signature line that (iii) the broker or dealer is required to provide
the person with the written statement; and (iv) the person should not sign and
return the written statement to the broker or dealer if it does not accurately
reflect the person's financial situation, investment experience, and investment
objectives; and (c) receive from the person a manually signed and dated copy of
the written statement. It is also required that disclosure be made as to the
risks of investing in penny stock and the commissions payable to the
broker-dealer, as well as current price quotations and the remedies and rights
available in cases of fraud in penny stock transactions. Statements, on a
monthly basis, must be sent to the investor listing recent prices for the Penny
Stock and information on the limited market. Shareholders should be aware that,
according to Securities and Exchange Commission Release No. 34-29093, the market
for penny stocks has suffered in recent years from patterns of fraud and abuse.
Such patterns include (i) control of the market for the security by one or a few
broker-dealers that are often related to the promoter or issuer; (ii)
manipulation of prices through prearranged matching of purchases and sales and
false and misleading press releases; (iii) "boiler room" practices involving
high pressure sales tactics and unrealistic price projections by inexperienced
sales persons; (iv) excessive and undisclosed bid ask differential and markups
by selling broker-dealers; and (v) the wholesale dumping of the same securities
by promoters and broker dealers after prices have been manipulated to a desired
level, along with the resulting inevitable collapse of those prices and with
consequent investor losses. The Company's management is aware of the abuses that
have occurred historically in the penny stock market. Although the Company does
not expect to be in a position to dictate the behavior of the market or of
broker-dealers who participate in the market, management will strive within the
confines of practical limitations to prevent the described patterns from being
established with respect to the Company's securities.
 
 There May
Be A Scarcity of and/or Significant Competition For Business Opportunities
and/or Combinations
 
 The
Company is and will continue to be an insignificant participant in the business
of seeking mergers with and acquisitions of business entities. A large number of
established and well financed entities, including venture capital firms, are
active in mergers and acquisitions of companies which may be merger or
acquisition target candidates for the Company. Nearly all
   -18-
   such
entities have significantly greater financial resources, technical expertise and
managerial capabilities than the Company and, consequently, the Company will be
at a competitive disadvantage in identifying possible business opportunities and
successfully completing a business combination. Moreover, the Company will also
compete in seeking merger or acquisition candidates with other public shell
companies, some of which may also have funds available for use by an
acquisition
 candidate.
 
 Reporting
Requirements May Delay or Preclude Acquisition
 
 Pursuant
to the requirements of Section 13 of the Exchange Act, the Company is required
to provide certain information about significant acquisitions including audited
financial statements of the acquired company. These audited financial statements
must be furnished within 4 days following the effective date of a business
combination. Obtaining audited financial statements are the economic
responsibility of the target company. The additional time and costs that may be
incurred by some potential target companies to prepare such financial statements
may significantly delay or essentially preclude consummation of an otherwise
desirable acquisition by the Company. Acquisition prospects that do not have or
are unable to obtain the required audited statements may not be appropriate for
acquisition so long as the reporting requirements of the Exchange Act are
applicable. When a non-reporting company becomes the successor of a reporting
company by merger, consolidation, exchange of securities, and acquisition of
assets or otherwise, the successor company is required to provide in a Current
Report on Form 8-K the same kind of information that would appear in a
Registration Statement or an Annual Report on Form 10-KSB, including audited and
pro forma financial statements. The Commission treats these Form 8-K filings in
the same way it treats the Registration Statements on Form 10-SB
filings.
 
 The
Commission subjects them to its standards of review selection, and the
Commission may issue substantive comments on the sufficiency of the disclosures
represented. If the Company enters into a business combination with a
non-reporting company, such non-reporting company will not receive reporting
status until the Commission has determined that it will not review the 8-K
filing or all of the comments have been cleared by the Commission.
 
 Lack of
Market Research or Marketing Organization
 
 The
Company has neither conducted, nor have others made available to it, market
research indicating that demand exists for the transactions contemplated by the
Company. In the event demand exists for a transaction of the type contemplated
by the Company, there is no assurance the Company will be successful in
completing any such business combination.
 
 Probable
Change in Control of The Company and/or Management
 
 In
conjunction with completion of a business acquisition, it is anticipated that
the Company will issue an amount of the Company's authorized but unissued common
stock that represents the greater majority of the voting power and equity of the
Company, which will, in all likelihood, result in shareholders of a target
company obtaining a controlling interest in the Company. As a
   -19-
  condition
of the business combination agreement, the current shareholder of the Company
may agree to sell or transfer all or a portion of the Company's common stock he
owns so to provide the target company with all or majority control. The
resulting change in control of the Company will likely result in removal of the
present officer and director of the Company and a corresponding reduction in or
elimination of his participation in the future affairs of the
Company.
 
 Possible
Dilution of Value of Shares Upon Business Combination
 
 A
business combination normally will involve the issuance of a significant number
of additional shares. Depending upon the value of the assets acquired in such
business combination, the per share value of the Company's common stock may
increase or decrease, perhaps significantly.
 
 Limited
or No Public Market Exists
 
 There is
currently a limited public market for the Company's common stock, via the OTC
Bulletin Board and no assurance can be given that a market will develop or that
a shareholder ever will be able to liquidate his investment without considerable
delay, if at all. If a market should develop, the price may be highly volatile.
Factors such as those discussed in this "Risk Factors" section may have a
significant impact upon the market price of the securities offered hereby. Owing
to the low price of the securities, many brokerage firms may not be willing to
effect transactions in the securities. Even if a purchaser finds a broker
willing to effect a transaction in these securities, the combination of
brokerage commissions, state transfer taxes, if any, and any other selling costs
may exceed the sales proceeds.
 
 Blue Sky
Consideration
 
 Because
the securities registered hereunder have not been registered for resale under
the Blue Sky laws of any state, the holders of such shares and persons who
desire to purchase them in any trading market that might develop in the future,
should be aware, that there may be significant state Blue Sky law restrictions
upon the ability of investors to sell the securities and of purchasers to
purchase the securities. Accordingly, investors should consider the secondary
market for the Company's securities to be a limited one.
 
 Additional
Risks Doing Business in a Foreign Country
 
 The
Company may effectuate a business combination with a merger target whose
business operations or even headquarters, place of formation or primary place of
business are located outside the United States of America. In such event, the
Company may face the significant additional risks associated with doing business
in that country. In addition to the language barriers, different presentations
of financial information, different business practices, and other cultural
differences and barriers that may make it difficult to evaluate such a merger
target, ongoing business risks result from the international political
situation, uncertain legal systems and applications of law, prejudice against
foreigners, corrupt practices, uncertain economic policies and potential
political and economic instability that may be exacerbated in various foreign
countries.
   -20-
 
 Taxation
 
 Federal
and state tax consequences will, in all likelihood, be major considerations in
any business combination that the Company may undertake. Currently, such
transactions may be structured so as to result in tax-free treatment to both
companies, pursuant to various federal and state tax provisions. The Company
intends to structure any business combination so as to minimize the federal and
state tax consequences to both the Company and the target entity; however, there
can be no assurance that such business combination will meet the statutory
requirements of a tax-free reorganization or that the parties will obtain the
intended tax-free treatment upon a transfer of stock or assets. A non-
qualifying reorganization could result in the imposition of both federal and
state taxes, which may have an adverse effect on both parties to
the
 transaction.
 
 ITEM 2 - Description of Property
 
 The
Company currently maintains a mailing address at 83 Stanley Road, UN 1, Box 103,
RR6, Woodville, Ontario K0M 2T0, Canada. The Company's telephone number there is
(416) 554-6546. Other than this mailing address, the Company does not currently
maintain any other office facilities, and does not anticipate the need for
maintaining office facilities at any time in the foreseeable future. The Company
pays no rent or other fees for the use of the mailing address as these offices
are used virtually full-time by other businesses of the Company's
President.
 
 It is
likely that the Company will not establish an office until it has completed a
business acquisition transaction, but it is not possible to predict what
arrangements will actually be made with respect to future office
facilities.
 
 ITEM 3 - Legal Proceedings
 
 The
Company is not a party to any pending legal proceedings, and no such proceedings
are known to be contemplated.
 
 ITEM
4 - Submission of Matters to a Vote of Security Holders
 
 The
Company has not conducted any meetings of shareholders during the annual period
or periods subsequent thereto.
   
 -21-
 
 PART II
 
 ITEM
5 - Market for Company's Common Stock and Related Stockholder
Matters
 
 Market
for Trading
 
 The
Company's equity securities trade under the symbol "EXTL" on the OTC Bulletin
Board. The Company's quotations are irregular and infrequent.
 
 In prior
periods, the Company's common stock was traded in the National Association of
Securities Dealers (NASD) Small Cap Market under the trading symbol
"EXGP".
 
 The
following table sets forth the high and low closing bid prices for the periods
indicated:
  High
                      
                      
                      LowYear ended September 30, 20051st
      Quarter
                      
                      $
                      0.008
                      
                      
                      $
                      0.0062nd
      Quarter
                      
                      
                      0.020
                      
                      
                      
                      0.0093rd
      Quarter
                      
                      
                      0.080
                      
                      
                      
                      0.0204th
      Quarter
                      
                      
                      0.040
                      
                      
                      
                      0.010Year
      ended September 30, 20061st
      Quarter
                      
                      $
                      0.025
                      
                      
                      $
                      0.0152nd
      Quarter
                      
                      
                      0.015
                      
                      
                      
                      0.0153rd
      Quarter
                      
                      
                      0.015
                      
                      
                      
                      0.0154th
      Quarter
                      
                      
                      0.070
                      
                      
                      
                      0.015Year
      ended September 30, 20071st
      Quarter
                      
                      $
                      0.015
                      
                      
                      $
                      0.0152nd
      Quarter
                      
                      
                      0.015
                      
                      
                      
                      0.0153rd
      Quarter
                      
                      
                      0.015
                      
                      
                      
                      0.0154th
      Quarter
                      
                      
                      0.015
                      
                      
                      
                      0.015Year
      ended September 30, 20081st
      Quarter
                      
                      $
                      0.015
                      
                      
                      $
                      0.0152nd
      Quarter
                      
                      
                      0.015
                      
                      
                      
                      0.0153rd
      Quarter
                      
                      
                      0.015
                      
                      
                      
                      0.0154th
      Quarter
                      
                      
                      0.015
                      
                      
                      
                      0.015
  These
quotations are inter-dealer prices without retail markup, markdown or
commissions, and may not necessarily represent actual transactions.
 
 As of
September 30, 2008, there were approximately 896 shareholders of record of the
Company's common stock.
   -22-
  
 Transfer
Agent
 
 Our
independent stock transfer agent is Computershare Trust Company, Inc., located
in Golden, Colorado. Their mailing address and telephone number is: at 350
Indiana Street, Suite 800, Golden, Colorado 80401; (303) 262-0600 (voice); (303)
262-0700 (fax).
 
 Reports
to Stockholders
 
 The
Company plans to furnish its stockholders with an annual report for each fiscal
year ending September 30 containing financial statements audited by its
independent certified public accountants. In the event the Company enters into a
business combination with another Company, it is the present intention of
management to continue furnishing annual reports to stockholders. Additionally,
the Company may, in its sole discretion, issue unaudited quarterly or other
interim reports to its stockholders when it deems appropriate. The Company
intends to maintain compliance with the periodic reporting requirements of the
Securities Exchange Act of 1934.
 
 Dividend
policy
 
 No
dividends have been paid to date and the Company's Board of Directors does not
anticipate paying dividends in the foreseeable future. It is the current policy
of the Company's Board of Directors to retain all earnings, if any, to support
future growth and expansion.
 
 Recent
issuances of Unregistered Securities
 
 In
October 2003 the Company issued a total of 2,524,485 shares of its restricted
common stock to various creditors of the Company to satisfy indebtedness of the
Company remaining after the October 15, 2003 auction at which time indebtedness
of the Company was satisfied with the exception of foregoing, and a remaining
balance of indebtedness of $50,000.
 
 On
December 23, 2003, as announced in a Current Report on Form 8-K, the Company
issued 15,002,718 shares of the Company's unregistered, restricted Common Stock,
representing approximately 75.0% of the class, to Douglas P. Martin in exchange
for a cash payment of fifty thousand dollars ($50,000). The proceeds of the sale
were used to further reduce debt that was otherwise uncancelled by the October
15, 2003 auction of the Company's assets or incurred subsequent to that date.
The Company relied upon Section 4(2) of The Securities Act of 1933, as amended,
for an exemption from registration of these shares and no underwriter was used
in this transaction. The effect of this transaction was a change of control,
where Mr. Martin and transferees now beneficially own approximately 75.0% of the
issued and outstanding voting securities of the
 Company.
 
 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-QSB.
 
 
 -23-
 
 ITEM
6 - Management's Discussion and Analysis or Plan of Operation
 
 Results
of Operations
 
 The
Company has had no operations or significant assets since October 15,
2003.
 
 For the
year ended September 30, 2008 and 2007, the Company realized consolidated net
revenues of approximately $-0- and $-0-, respectively.
 
 In
conjunction with the recognition of the above net revenues, the Company
experienced costs of providing services of approximately $-0- and $-0-,
respectively.
 
 A major
component of the ultimate demise of the Company's operations was the recognition
of research and development costs of approximately $108,000 and $480,000,
respectively; selling and marketing expenses of approximately $371,000 and
$449,000, respectively; and corporate general and administrative expenses of
approximately $2,577,000 and $2,586,000, respectively, for each of the years
ended September 30, 2001 and 2000.
 
 The
Company does not expect to generate any meaningful revenue or incur operating
expenses for purposes other than fulfilling the obligations of a reporting
company under the Securities Exchange Act of 1934 unless and until such time
that the Company completes a business combination transaction with an operating
entity.
 
 It is the
belief of management and significant stockholders that sufficient working
capital necessary to support and preserve the integrity of the corporate entity
will be present. However, there is no legal obligation for either management or
significant stockholders to provide additional future funding. Should this
pledge fail to provide financing, the Company has not identified any alternative
sources. Consequently, there is substantial doubt about the Company's ability to
continue as a going concern.
 
 The
Company's need for working capital may change dramatically as a result of any
business acquisition or combination transaction. There can be no assurance that
the Company will identify any such business, product, technology or company
suitable for acquisition in the future. Further, there can be no assurance that
the Company would be successful in consummating any acquisition on favorable
terms or that it will be able to profitably manage the business, product,
technology or company it acquires.
 
 Plan of
Business
 
 General
 
 The
Company intends to locate and combine with an existing, privately-held company
which is profitable or, in management's view, has growth potential, irrespective
of the industry in which it is engaged. However, the Company does not intend to
combine with a private company which may be deemed to be an investment company
subject to the Investment Company Act of 1940. A combination may be structured
as a merger, consolidation, exchange of the Company's common stock for stock or
assets or any other form which will result in the combined enterprise's becoming
a publicly-held corporation.
   -24-
 
 Pending
negotiation and consummation of a combination, the Company anticipates that it
will have, aside from carrying on its search for a combination partner, no
business activities, and, thus, will have no source of revenue. Should the
Company incur any significant liabilities prior to a combination with a private
company, it may not be able to satisfy such liabilities as are
incurred.
 
 If the
Company's management pursues one or more combination opportunities beyond the
preliminary negotiations stage and those negotiations are subsequently
terminated, it is foreseeable that such efforts will exhaust the Company's
ability to continue to seek such combination opportunities before any successful
combination can be consummated. In that event, the Company's common stock will
become worthless and holders of the Company's common stock will receive a
nominal distribution, if any, upon the Company's liquidation and
 dissolution.
 
 Combination
Suitability Standards
 
 In its
pursuit for a combination partner, the Company's management intends to consider
only combination candidates which are profitable or, in management's view, have
growth potential. The Company's management does not intend to pursue any
combination proposal beyond the preliminary negotiation stage with any
combination candidate which does not furnish the Company with audited financial
statements for at least its most recent fiscal year and unaudited financial
statements for interim periods subsequent to the date of such audited financial
statements, or is in a position to provide such financial statements in a timely
manner. The Company will, if necessary funds are available, engage attorneys
and/or accountants in its efforts to investigate a combination candidate and to
consummate a business combination. The Company may require payment of fees by
such combination candidate to fund the investigation of such candidate. In the
event such a combination candidate is engaged in a high technology business, the
Company may also obtain reports from independent organizations of recognized
standing covering the technology being developed and/or used by the candidate.
The Company's limited financial resources may make the acquisition of such
reports difficult or even impossible to obtain and, thus, there can be no
assurance that the Company will have sufficient funds to obtain such reports
when considering combination proposals or candidates. To the extent the Company
is unable to obtain the advice or reports from experts, the risks of any
combined enterprise's being unsuccessful will be enhanced. Furthermore, to the
knowledge of the Company's officers and directors, neither the candidate nor any
of its directors, executive officers, principal shareholders or general
partners:
   -25-
 
 1)
              will
      not have been convicted of securities fraud, mail fraud, tax fraud,
      embezzlement, bribery, or a similar criminal offense involving
      misappropriation or theft of funds, or be the subject of a pending
      investigation or indictment involving any of those
    offenses;2)
              will
      not have been subject to a temporary or permanent injunction or
      restraining order arising from unlawful transactions in securities,
      whether as issuer, underwriter, broker, dealer, or investment advisor, may
      be the subject of any pending investigation or a defendant in a pending
      lawsuit arising from or based upon allegations of unlawful
                transactions
      in securities; or3)
              will
      not have been a defendant in a civil action which resulted in a final
      judgment against it or him awarding damages or rescission based upon
      unlawful practices or sales of
securities.
 
 The
Company's officers and directors will make these determinations by asking
pertinent questions of the management of prospective combination candidates.
Such persons will also ask pertinent questions of others who may be involved in
the combination proceedings. However, the officers and directors of the Company
will not generally take other steps to verify independently information obtained
in this manner which is favorable. Unless something comes to their attention
which puts them on notice of a possible disqualification which is being
concealed from them, such persons will rely on information received from the
management of the prospective combination candidate and from others who may be
involved in the combination proceedings.
 
 Liquidity
and Capital Resources
 
 It is the
belief of management and significant stockholders that sufficient working
capital necessary to support and preserve the integrity of the corporate entity
will be present. However, there is no legal obligation for either management or
significant stockholders to provide additional future funding. Should this
pledge fail to provide financing, the Company has not identified any alternative
sources. Consequently, there is substantial doubt about the Company's ability to
continue as a going concern.
 
 The
Company has no current plans, proposals, arrangements or understandings with
respect to the sale or issuance of additional securities prior to the location
of a merger or acquisition candidate. Accordingly, there can be no assurance
that sufficient funds will be available to the Company to allow it to cover the
expenses related to such activities.
 
 The
Company does not currently contemplate making a Regulation S
offering.
 
 Regardless
of whether the Company's cash assets prove to be inadequate to meet the
Company's operational needs, the Company might seek to compensate providers of
services by issuances of stock in lieu of cash. For information as to the
Company's policy in regard to payment for consulting services, see Certain
Relationships and Transactions.
 
 
 -26-
 
 ITEM 7 - Index to Financial Statements
 
 The
required financial statements begin on page F-1 of this document.
 
 INDEX
TO FINANCIAL STATEMENTS
 
 
 
 Report
      of Independent Auditors
                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
 
 INDEPENDENT
AUDITOR’S REPORT
 
 
 The Board
of Directors and Stockholders
 Expertelligence,
Inc.
 
 
 We
have  audited  the  accompanying  consolidated  balance  sheets  of
ExperTelligence,  Inc. (a Nevada corporation) as of September 30, 2008
and 2007 and the
related  consolidated  statements  of operations
and  comprehensive  loss,  changes
in  stockholders'  equity and cash flows for each of the two
years ended September 30, 2008 and
2007,  respectively.  These
consolidated  financial statements are the responsibility of the
Company's management.  Our  responsibility  is to
express  an  opinion on these  financial
statements based on our audits.
 
 We
conducted our audits in accordance  with the standards of the
Public  Company Accounting Oversight Board (United States). Those
standards require that we plan
and  perform  the  audits
to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free
of  material  misstatement.  The  Company
is not required  to have,  nor were we
engaged  to  perform,  an audit of
its  internal control over financial reporting.  Our audits
included consideration of internal control over financial  reporting
as a basis for designing audit procedures that are appropriate in
the  circumstances,  but not for the purpose of expressing
an opinion on the  effectiveness  of the
Company's  internal control over financial
reporting.  Accordingly,  we express  no
such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the
amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made
by  management,  as well as evaluating  the
overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.
 
 In our
opinion, the consolidated  financial statements referred to above
present fairly,  in
all  material  respects,  the  consolidated  financial  position  of
ExperTelligence,  Inc. as of September 30, 2008 and 2007 and the
results of their  consolidated  operations
and  consolidated  cash flows for each of the
two  years  ended  September 30, 2008 and
2007,  respectively,  in conformity with accounting
principles generally accepted in the United States of America.
 
 The
accompanying  consolidated  financial statements have been
prepared assuming that the Company will continue as a going concern. As
discussed in the Notes to the consolidated financial statements,
circumstances  create substantial  doubt about the
Company's  ability to continue as a
going  concern.  The consolidated  financial
statements do not contain any adjustments that might result from the outcome of
these uncertainties.
 
 
 /s/ Lawrence Scharfman,
CPA, P.A.
 Lawrence Scharfman, CPA, P.A.
 Boynton
Beach, FL
 December
29, 2008
 
 
 F-2
 
 
 
 
 Expertelligence,
Inc.
 (A
Development Stage Enterprise)
 Balance
Sheets
 September
30,
 2008
                      
                      
                      2007ASSETSCURRENT
      ASSETSCash
                      
                      $
                      0
                      
                      
                      $
                      0Prepaid
      Expenses
                      
                      
                      0
                      
                      
                      
                      0Total
      current assets
                      
                      
                      0
                      
                      
                      
                      0OTHER
      ASSETSGoodwill
                      
                      
                      0
                      
                      
                      
                      0Total
      other assets
                      
                      
                      0
                      
                      
                      
                      0Total
      Assets
                      
                      $
                      0
                      
                      
                      $
                      0LIABILITIES
      AND STOCKHOLDERS’ EQUITYCURRENT
      LIABILITIESAccounts
      payableTrade
                      
                      $
                      0
                      
                      
                      $
                      0Accrued
      interest payable
                      
                      
                      76,574
                      
                      
                      
                      50,190Total
      current liabilities
                      
                      
                      76,574
                      
                      
                      
                      50,190LONG-TERM
      LIABILITIESLine
      of credit payable
                      
                      
                      298,052
                      
                      
                      
                      279,822Total
      Liabilities
                      
                      
                      374,626
                      
                      
                      
                      318,697STOCKHOLDERS’
      EQUITYPreferred
      stock – no par value, 25,000,000 shares authorized, None issued and
      outstanding
                      
                      
                      0
                      
                      
                      
                      0Common
      stock, $0.0001 par value, 300,000,000 shares authorized.
                        104,818
      and 20,463,023 shares issued and outstanding, respectively
                      
                      
                      11
                      
                      
                      
                      2,046Additional
      paid-in capital in excess of par
                      
                      
                      14,140,322
                      
                      
                      
                      14,140,322Deficit
      accumulated during the development stage
                      
                      
                      (14,514,959
                      )
                      
                      
                      (14,461,065
                      )Total
      stockholders’ equity
                      
                      
                      (374,626
                      )
                      
                      
                      (318,697
                      )Total
      Liabilities and  Stockholders’ Equity
                      
                      $
                      0
                      
                      
                      $
                      0
 
 The
accompanying notes are an integral part of the financial
statements
  
 F-3
 
  Expertelligence,
Inc.
 (A
Development Stage Enterprise)
 Statement
of Operations and Comprehensive Loss
 Years
ended September 30,
 Period
from October 1, 2003 (date of inception) through September 30, 2008
 
 2008
                      
                      
                      2007
                      
                      
                      From
                        October
      1, 2003 (Inception)
                        through
      September 30, 2008REVENUES
                      
                      $
                      0
                      
                      
                      $
                      0
                      
                      
                      $
                      0OPERATING
      EXPENSES:General
      and administrative expenses
                      
                      
                      9,230
                      
                      
                      
                      58,356
                      
                      
                      
                      313,052Professional
      fees
                      
                      
                      9,000
                      
                      
                      
                      26,000
                      
                      
                      
                      35,000Interest
      expense
                      
                      
                      26,384
                      
                      
                      
                      19,905
                      
                      
                      
                      65,259Total
      expenses
                      
                      
                      44,614
                      
                      
                      
                      104,261
                      
                      
                      
                      413,311Loss
      from operationsBefore
      provision for income taxes
                      
                      $
                      (44,614
                      )
                      
                      $
                      (104,261
                      )
                      
                      $
                      (413,311
                      )Provision
      for income taxes
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0Net
      Loss
                      
                      
                      (44,614
                      )
                      
                      
                      (104,261
                      )
                      
                      
                      (413,311
                      )Other
      Comprehensive Income
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0Comprehensive
      Loss
                      
                      
                      (44,614
                      )
                      
                      
                      (104,261
                      )
                      
                      
                      (413,311
                      )Income
      (loss) per weighted average common share
                      
                      Nil
                      
                      
                      NilNumber
      of weighted average common shares outstanding
                      
                      
                      20,463,023
                      
                      
                      
                      20,463,023
  The
accompanying notes are an integral part of the financial
statements
 
 
 
 F-4
 
 
 Expertelligence,
Inc.
 (A
Development Stage Enterprise)
 Statement
of  Changes in Stockholders’ Equity
 (Deficit)
Period from October 1, 2003 (date of inception)
 through
September 30, 2008
 
 Number
      of
                      Shares
                    
                    
                    Common
                      Stock
                    
                    
                    Additional
                      Paid-In
                      Capital
                    
                    
                    Deficit
                      Accumulated
                      During
      the
                      Development
                      Stage
                    
                    
                    Total
                      Stockholders’
                      EquityBEGINNING BALANCE,
      September 30, 2002
                    
                    
                    2,343,180
                    
                    
                    $
                    234
                    
                    
                    $
                    11,399,832
                    
                    
                    $
                    (9,226,896
                    )
                    
                    $
                    2,338,090Common
      shares issued for settlement of debt, Stock option excise, including “Fair
      Value” adjustment for exercise prices at less than Fair
                    
                    
                    3,107,125
                    
                    
                    
                    311
                    
                    
                    
                    2,690,791
                    
                    
                    
                    0
                    
                    
                    
                    2,691,102Value
                    
                    
                    10,000
                    
                    
                    
                    1
                    
                    
                    
                    1,199
                    
                    
                    
                    0
                    
                    
                    
                    1,200Net
      loss
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    (4,865,472
                    )
                    
                    
                    (4,8865,472
                    )Balance
      at September
      30 , 2003
                    
                    
                    5,460,305
                    
                    
                    
                    546
                    
                    
                    
                    14,091,822
                    
                    
                    
                    (14,092,368
                    )
                    
                    
                    0Common
      stock issuance for cash contribution
                    
                    
                    15,002,718
                    
                    
                    
                    1,500
                    
                    
                    
                    48,500
                    
                    
                    
                    0
                    
                    
                    
                    50,000Net
      loss
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    (50,000
                    )
                    
                    
                    (50,000
                    )Balance
      at September 30, 2004
                    
                    
                    20,463,023
                    
                    
                    
                    2,046
                    
                    
                    
                    14,140,322
                    
                    
                    
                    (14,142,368
                    )
                    
                    
                    0Net
      loss
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    (145,486
                    )
                    
                    
                    (145,486
                    )Balance
      at September 30, 2005
                    
                    
                    20,463,023
                    
                    
                    
                    2,046
                    
                    
                    
                    14,140,322
                    
                    
                    
                    (14,287,854
                    )
                    
                    
                    (145,486
                    )Net
      loss
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    (68,950
                    )
                    
                    
                    (68,950
                    )Balance
      at September 30, 2006
                    
                    
                    20,463,023
                    
                    
                    
                    2,046
                    
                    
                    
                    14,140,322
                    
                    
                    
                    (14,356,804
                    )
                    
                    
                    (214,436
                    )Net
      loss
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    (104,261
                    )
                    
                    
                    (104,261
                    )Balance
      atSeptember
      30, 2007
                    
                    
                    20,463,023
                    
                    
                    $
                    2,046
                    
                    
                    $
                    14,140,322
                    
                    
                    $
                    (14,610,065
                    )
                    
                    $
                    (318,697
                    )Net
      loss
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    (104,261
                    )
                    
                    $
                    (104,261
                    )ENDING
      BALANCE, September 30, 2008
                    
                    
                    20,463,023
                    
                    
                    $
                    11
                    
                    
                    $
                    14,140,322
                    
                    
                    $
                    (14,514,959
                    )
                    
                    $
                    (374,626
                    )
 The
accompanying notes are an integral part of the financial
statements
  
 F-5
 
 
 Expertelligence,
Inc.
 (A
Development Stage Enterprise)
 Statement
of Cash Flows
 Years
ended September 30
 Period
from October 1, 2003 (date of inception)
 Through
September 30, 2008
 
 
 2008
                    
                    
                    2007
                    
                    
                    From
                      October
      1, 2003 (Inception)
                      through
      September 30, 2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss for the period
                    
                    $
                    (44,614
                    )
                    
                    $
                    (104,261
                    )
                    
                    $
                    (413,311
                    )Adjustments
      to reconcile net loss to net cash used by operating
      activities:Stock
      issued for services
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0Changes
      in operating assets and liabilitiesIncrease
      (decrease) in accounts payable - trade
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0Increase
      (decrease) in accrued interest payable
                    
                    
                    26,384
                    
                    
                    
                    19,905
                    
                    
                    
                    65,259Net
      cash provided (used) by operating activities
                    
                    
                    (18,230
                    )
                    
                    
                    (84,356
                    )
                    
                    
                    (348,052
                    )CASH
      FLOWS FROM INVESTING ACTIVITIES:None
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0Net
      cash provided (used) by investing activities
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from line of credit note
                    
                    
                    18,230
                    
                    
                    
                    84,356
                    
                    
                    
                    298,052Proceeds
      from sale of common stock
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    50,000Net
      cash provided by financing activities
                    
                    
                    18,230
                    
                    
                    
                    84,356
                    
                    
                    
                    348,052Net
      increase (decrease) in cash
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0CASH,beginning of
      period
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0CASH,end of
      period
                    
                    $
                    0
                    
                    
                    $
                    0
                    
                    
                    $
                    0
 
 The
accompanying notes are an integral part of the financial statements
   F-6
  ExperTelligence,
Inc.
 Notes
to Consolidated Financial Statements
 Years
ended September 30, 2008 and 2007
 
 
 
 NOTE
A - Organization and Description of Business
 
 ExperTelligence,
Inc. (Company) was originally incorporated in accordance with the Laws of the
State of California on March 31, 1980.  The Company formerly developed
Internet portal technology, published database software products for the
Internet, and developed and hosted web/database and electronic commerce
application solutions.
 
 On June
26, 2006, the Company changed its state of incorporation from California to
Nevada by means of a merger with and into a Nevada corporation formed on
November 17, 2005 solely for the purpose of effecting the
reincorporation.  The Certificate of Incorporation and Bylaws of the
Nevada corporation are the Certificate of Incorporation and Bylaws of the
surviving corporation.  Such Certificate of Incorporation kept the
Company’s name of ExperTelligence, Inc. and modified the Company’s capital
structure to allow for the issuance of up to 300,000,000 shares of $0.0001 par
value common stock and 25,000,000 shares of $0.0001 par value preferred
stock.
 
 On May
12, 2003, in a Current Report on Form 8-K, the Company announced that it would
conduct an auction to sell the Company’s assets and use the proceeds to settle
company debt, distributing any remainder to shareholders.  This action
was precipitated by a lack of developmental and operating capital.
 
 On
October 20, 2003, as announced in a Current Report on Form 8-K, the Company
confirmed that it conducted the previously-noticed public auction of Company
assets.  That auction, held at noon on October 15, 2003, at the
Company’s offices, then located at 614 Chapala Street in Santa Barbara,
California, the Company sold:
  -
                the
      WebBase product, including all related intellectual property and computer
      hardware, software, and related equipment, license and customer
      agreements, and operating accounts;
 -
                  the
      3DStockCharts product, including all related intellectual property and
      computer hardware, software, and related equipment, license and customer
      agreements, and operating accounts;-
                  the
      Advertising Commerce Network product, including all related intellectual
      property and computer hardware, software, and related equipment, license
      and customer agreements, and operating accounts;-
                  miscellaneous
      office furniture and computer equipment.-
                  its
      interests in any and all third party
corporations
 
 All sales
were made to creditors of the Company, and all payment for all items was made in
the form of a reduction of debt. The Company realized no cash from the
auction.
 
 On
December 23, 2003, as announced in a Current Report on Form 8-K, the Company
issued 15,002,718 shares of the Company's unregistered, restricted Common Stock,
representing approximately 75.0% of the class, to Douglas P. Martin in exchange
for a cash payment of fifty thousand dollars ($50,000).  The proceeds
of the sale were used to further reduce debt that was otherwise uncancelled by
the October 15, 2003 auction of the Company’s assets or incurred subsequent to
that date.  The Company relied upon Section 4(2) of The Securities Act
of 1933, as amended, for an exemption from registration of these shares and no
underwriter was used in this transaction.  The effect of this
transaction was a change of control, where Mr. Martin or transferees now
beneficially own approximately 75.0% of the issued and outstanding voting
securities of the Company.
   F-7
  ExperTelligence,
Inc.
 Notes
to Consolidated Financial Statements
 Years
ended September 30, 2008 and 2007
 
 
 
 NOTE
A - Organization and Description of Business - Continued
 
 On
October 1, 2004, the Company secured a Line of Credit for the purposes of
bringing the financial information with respect to the Company current so that
it would be in a position to attract an operating company or a new business
operation.  Since that time, the Company, through consultants and its
new auditor, has been able to update it’s records and bring its books and
records current.
 
 On
October 1, 2004, the Company obtained a $250,000 unsecured line of credit to
provide for the updating, restructuring, and initial financing for
implementation of a Company business plan and model.  The line of
credit bears interest at 10% per annum, payable quarterly, and all advanced
principal and unpaid interest is due and payable on December 31,
2008.  The Lender has the right to convert the principal amount of the
indebtedness in whole or in part at any time prior to repayment into the
restricted common stock of the Company at a conversion rate of the lesser of 66
2/3 of the average of the closing bid and ask price on the date of conversion,
or $0.01 per share.
 
 As of
September 30, 2008 a total of $298,052 has been advanced under this
agreement.
 
 Since the
October 15, 2003 auction of the Company’s assets, the Company has had no
operations or significant assets.  The Company’s current principal
business activity is to seek a suitable reverse acquisition candidate through
acquisition, merger or other suitable business combination method.
 
 
 NOTE
B - Preparation of Financial Statements
 
 The
Company follows the accrual basis of accounting in accordance with accounting
principles generally accepted in the United States of America and has a year-end
of September 30.
 
 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 from those
estimates.
 
 Management
further acknowledges that it is solely responsible for adopting sound accounting
practices, establishing and maintaining a system of internal accounting control
and preventing and detecting fraud.  The Company’s system of internal
accounting control is designed to assure, among other items, that 1) recorded
transactions are valid; 2) valid transactions are recorded; and 3) transactions
are recorded in the proper period in a timely manner to produce financial
statements which present fairly the financial condition, results of operations
and cash flows of the Company for the respective periods being
presented.
 
 The
consolidated financial statements include the accounts of ExperTelligence, Inc.
and its wholly-owned subsidiaries, ExperClick.com, Inc. and ExperTelligence
Canada, Inc. and its majority-owned subsidiary 3DStockCharts.com,
Inc.  Minority interest represents minority shareholders'
proportionate share of the equity in 3DStockCharts.com, Inc.  All
significant intercompany accounts and transactions have been eliminated in
consolidation.
   F-8
 
 ExperTelligence,
Inc.
 Notes
to Consolidated Financial Statements
 Years
ended September 30, 2008 and 2007
 
 
 
 NOTE
B - Preparation of Financial Statements - Continued
 
 For
segment reporting purposes, the Company operated in only one industry segment
during the periods represented in the accompanying financial statements and
makes all operating decisions and allocates resources based on the best benefit
to the Company as a whole.
   NOTE
C - Going Concern Uncertainty
 
 As of
October 15, 2003, the Company held an auction to sell the Company’s assets and
use the proceeds to settle company debt.  This action was precipitated
by a lack of developmental and operating capital.  All sales were made
to creditors of the Company, and all payment for all items was made in the form
of a reduction of debt. The Company realized no cash from the
auction.  The Company has had no operations since 2003.
 
 The
Company's continued existence is dependent upon its ability to generate
sufficient cash flows from operations to support its daily operations as well as
provide sufficient resources to retire existing liabilities and obligations on a
timely basis.
 
 The
Company anticipates future sales of equity securities to facilitate either the
consummation of a business combination transaction or to raise working capital
to support and preserve the integrity of the corporate
entity.  However, there is no assurance that the Company will be able
to obtain additional funding through the sales of additional equity securities
or, that such funding, if available, will be obtained on terms favorable to or
affordable by the Company.
 
 If no
additional operating capital is received during the next twelve months, the
Company will be forced to rely on existing cash in the bank and upon additional
funds loaned by management and/or significant stockholders to preserve the
integrity of the corporate entity at this time.  In the event, the
Company is unable to acquire advances from management and/or significant
stockholders, the Company’s ongoing operations would be negatively
impacted.
 
 It is the
intent of management and significant stockholders to provide sufficient working
capital necessary to support and preserve the integrity of the corporate
entity.  However, no formal commitments or arrangements to advance or
loan funds to the Company or repay any such advances or loans
exist.  There is no legal obligation for either management or
significant stockholders to provide additional future funding.
 
 While the
Company is of the opinion that good faith estimates of the Company’s ability to
secure additional capital in the future to reach our goals have been made, there
is no guarantee that the Company will receive sufficient funding to sustain
operations or implement any future business plan steps.
 
 
 
 F-9
 
 
 
 
 ExperTelligence,
Inc.
 Notes
to Consolidated Financial Statements
 Years
ended September 30, 2008 and 2007
 
 
 
 
 NOTE
D - Summary of Significant Accounting Policies
  1.
                  Cash and cash
      equivalents
 For
Statement of Cash Flows purposes, the Company considers all cash on hand and in
banks, certificates of deposit and other highly-liquid investments with
maturities of three months or less, when purchased, to be cash and cash
equivalents.
 
 Cash
overdraft positions may occur from time to time due to the timing of making bank
deposits and releasing checks, in accordance with the Company's cash management
policies.
 
 
 2.
                Earnings (loss) per
      share
 
 Basic
earnings (loss) per share is computed by dividing the net income (loss)
available to common shareholders by the weighted-average number of common shares
outstanding during the respective period presented in our accompanying financial
statements.
 
 Fully
diluted earnings (loss) per share is computed similar to basic income (loss) per
share except that the denominator is increased to include the number of common
stock equivalents (primarily outstanding options and warrants).
 
 Common
stock equivalents represent the dilutive effect of the assumed exercise of the
outstanding stock options and warrants, using the treasury stock method, at
either the beginning of the respective period presented or the date of issuance,
whichever is later, and only if the common stock equivalents are considered
dilutive based upon the Company’s net income (loss) position at the calculation
date.
 
 
 3.
                Recently Issued
      Pronouncements
 
 The
Company is of the opinion that any and all pending accounting pronouncements,
either in the adoption phase or not yet required to be adopted, will not have a
significant impact on the Company's financial position or results of
operations.
 
 
 
 
 F-10
  
 
 ExperTelligence,
Inc.
 Notes
to Consolidated Financial Statements
 Years
ended September 30, 2008 and 2007
 
 
 
 NOTE
E - Fair Value of Financial Instruments
 
 The
carrying amount of cash, accounts receivable, accounts payable and notes
payable, as applicable, approximates fair value due to the short term nature of
these items and/or the current interest rates payable in relation to current
market conditions.
 
 Interest
rate risk is the risk that the Company’s earnings are subject to fluctuations in
interest rates on either investments or on debt and is fully dependent upon the
volatility of these rates.  The Company does not use derivative
instruments to moderate its exposure to interest rate risk, if any.
 
 Financial
risk is the risk that the Company’s earnings are subject to fluctuations in
interest rates or foreign exchange rates and are fully dependent upon the
volatility of these rates.  The company does not use derivative
instruments to moderate its exposure to financial risk, if any.
 
 NOTE
F - Concentrations of Credit Risk
 
 The
Company and it’s subsidiaries maintain their cash accounts in various financial
institutions subject to insurance coverage issued by the Federal Deposit
Insurance Corporation (FDIC).  Under FDIC rules, the Company is
entitled to aggregate coverage of $100,000 per account type per financial
institution.
 
 
 NOTE
G - Income Taxes
 
 The
components of income tax (benefit) expense for each of the years ended September
30, 2008 and 2007, respectively, are as follows:
  Year
      ended
                            
                            
                            Year
      endedSeptember
      30,
                            
                            
                            September
      30,2007
                            
                            
                            2006Federal:Current
                            
                            $
                            -
                            
                            
                            $
                            -Deferred-
                            
                            
                            
                            --
                            
                            
                            
                            -State:Current
                            
                            
                            -
                            
                            
                            
                            -Deferred
                            
                            
                            -
                            
                            
                            
                            --
                            
                            
                            
                            -Total
                            
                            $
                            -
                            
                            
                            $
                            -
   F-11
 
 ExperTelligence,
Inc.
 Notes
to Consolidated Financial Statements
 Years
ended September 30, 2008 and 2007
 
 NOTE
G - Income Taxes - Continued
 
 As of
September 30, 2003, the Company has a net operating loss carryforward of
approximately $14,000,000 to offset future taxable income.  However,
due to a December 2003 change in control transaction and subject to current
regulations, the amount and availability of the net operating loss carryforwards
will be subject to limitations set forth by the Internal Revenue
Code.  Factors such as the number of shares ultimately issued within a
three year look-back period; whether there is a deemed more than 50 percent
change in control; the applicable long-term tax exempt bond rate; continuity of
historical business; and subsequent income of the Company all enter into the
annual computation of allowable annual utilization of the
carryforwards.
 
 
 
 NOTE
H - Equity Transactions
 
 Preferred
Stock
 
 None
during this period and none issued and outstanding.
 
 
 Common
Stock
 
 None
issued during this period.
 
 
 NOTE
I - Related Party Transactions
 
 There are
currently none.
 
 F-12
   ITEM
8 - Changes in and Disagreements with Accountants on Accounting and Financial
Disclosures
 
 Effective
February 6, 2001, as previously disclosed in a Current Report on Form 8-K, the
Company retained the accounting firm of Farber & Hass, LLP (Farber) as its
auditors for the 2001 fiscal year (year ending September 30, 2001). We retained
Farber as our certified public accountants to assist us in dealing with the
increasingly complex accounting issues that arise from the growth that we have
experienced during the year ending September 30, 2001. Farber is a recognized
accounting firm with significant experience and expertise in representing
publicly traded companies and dealing with the SEC auditing and compliance
issues.
 
 During
the two most recent fiscal years and through the date of this Report, the
Company has not consulted with Farber regarding either:
 
 1.
              the
      application of accounting principles to any specified transaction, either
      completed or proposed, or the type of audit opinion that might be rendered
      on the Company's financial statements, and neither a written report was
      provided to the Company nor oral advice was provided that Farber concluded
      was an important factor considered by the Company in reaching a decision
      as to the accounting, auditing or
                financial
      reporting issue; or2.
              any
      matter that was either subject of disagreement or event, as defined in
      Item 304(a)(1)(iv)(A) of Regulation S-B and the related instruction to
      Item 304 of Regulation S-B, or a reportable event, as that term is
      explained in Item 304(a)(1)(iv)(A) of Regulation
  S-B.
 
 In
December 2004, as a result of the 2003 change in control of the Company, the
Company's Board of Directors and Senior Management authorized the engagement of
Lawrence Scharfman & Co., CPA, P. A. (Scharfman) of Boynton Beach, Florida
as the Company's new independent auditor and to perform audits of the Company's
financial statements for the years ended September 30, 2000, 2001, 2002, 2003,
2004, 2005 and 2006.
 
 During
the two most recent fiscal years and through the date of this Report, the
Company has not consulted with Scharfman regarding either:
 
 1.
              the
      application of accounting principles to any specified transaction, either
      completed or proposed, or the type of audit opinion that might be rendered
      on the Company's financial statements, and neither a written report was
      provided to the Company nor oral advice was provided that Scharfman
      concluded was an important factor considered by the Company in reaching a
      decision as to the accounting, auditing
                or
      financial reporting issue; or2.
              any
      matter that was either subject of disagreement or event, as defined in
      Item 304(a)(1)(iv)(A) of Regulation S-B and the related instruction to
      Item 304 of Regulation S-B, or a reportable event, as that term is
      explained in Item 304(a)(1)(iv)(A) of Regulation
  S-B.
    -27-
 
 ITEM
8A - Controls and Procedures
 
 (a)
Evaluation of Disclosure Controls and Procedures
 
 Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as
amended (Exchange Act), as of September 30, 2008. Based on this evaluation, our
principal executive officer and principal financial officer concluded that our
disclosure controls and procedures are effective in alerting them on a timely
basis to material information relating to our Company required to be included in
our reports filed or submitted under the Exchange Act.
 
 Management's
Report on Internal Control Over Financial Reporting
 
 Management
of the Company 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 the assets of the
Company;
 
 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 receipts and expenditures of the Company are
being made only in accordance with authorizations of management and directors of
the Company; and
 
 3.
Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisitions, use or disposition of the Company's assets that could
have a material effect on the 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.
   -28-
  
 Management
assessed the effectiveness of the Company's internal control over financial
reporting as of September 30, 2008. In making this assessment, the Company's
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, 2008, the Company's internal control over financial reporting is effective
based on those criteria.
 
 This
annual report does not include an attestation report of the Company's registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company's registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company 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.
 
 
 -29-
 
 PART
III
 
 ITEM
9 - Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act
 
 The
directors and executive officers serving the Company are as
follows:
 
 Name
                Age
                Position
      Held and TenureJason
      Smart
                28
                President,
      Chief Executive OfficerChief
      Financial Officer and
Director
 
 The
director named above will serve until the next annual meeting of the Company's
stockholders or until their successors are duly elected and have qualified.
Directors will be elected for one-year terms at the annual stockholders meeting.
Officers will hold their positions at the pleasure of the board of directors,
absent any employment agreement, of which none currently exists or is
contemplated. There is no arrangement or understanding between any of the
directors or officers of the Company and any other person pursuant to which any
director or officer was or is to be selected as a director or officer, and there
is no arrangement, plan or understanding as to whether non-management
shareholders will exercise their voting rights to continue to elect the current
directors to the Company's board. There are also no arrangements, agreements or
understandings between non-management shareholders that may directly or
indirectly participate in or influence the management of the Company's
affairs.
 
 The
directors and officers will devote their time to the Company's affairs on an as
needed basis, which, depending on the circumstances, could amount to as little
as two hours per month, or more than forty hours per month, but more than likely
encompass less than four (4) hours per month. There are no agreements or
understandings for any officer or director to resign at the request of another
person, and none of the officers or directors are acting on behalf of, or will
act at the direction of, any other person.
 
 Biographical
Information
 
 JASON
SMART - born March 30, 1980 - owns and operates Strategic Consultants, Inc., a
market research company, based in Ontario Canada. Mr. Smart has owned and
operated this company since early 2000. Through Mr. Smart, Strategic
Consultants, Inc., provides advertising assessment studies for companies and
products. The studies include focus on product and service awareness and
satisfaction, competitive analysis of product and services, consumer analysis of
product and services, specific customer satisfaction, imaging and positioning of
products and services, pricing analysis of product and services and service
quality and product/service development, as well as real estate
projections.
 
 No
director or officer of the Company has been convicted in any criminal proceeding
(excluding traffic violations) or is the subject of a criminal proceeding which
is currently proceeding. No director or officer of the Company is the subject of
any legal proceeding involving the Company or the performance of his duties as
such director or officer.
   -30-
  
 Compliance
with Section 16(a) of the Exchange Act
 
 Section
16(a) of the Exchange Act requires the Company's directors, executive officers
and persons who own more than ten percent of a registered class of the Company's
equity securities ("10% holders"), to file with the Securities and Exchange
Commission (SEC) initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the
Company.
 
 Directors,
officers and 10% holders are required by SEC regulation to furnish the Company
with copies of all of the Section 16(a) reports they file. Based solely on a
review of reports furnished to he Company or written representations from the
Company's directors and executive officers during the fiscal year ended
September 30, 2008 , no Section 16(a) filing requirements applicable to its
directors, officers and 10% holders for such year were complied
with.
 
 Conflicts
of Interest
 
 None of
the officers of the Company will devote more than a small portion of their
respective time to the affairs of the Company. There will be occasions when the
time requirements of the Company's business conflict with the demands of the
officers' other business and investment activities. Such conflicts may require
that the Company 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 the Company.
 
 The
officers, directors and principal shareholders of the Company 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. It is
anticipated that a substantial premium may be paid by the purchaser in
conjunction with any sale of shares by the Company's 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 Company management to acquire their shares creates a conflict
of interest for them and may compromise their state law fiduciary duties to the
Company's 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.
 
 The
Company has adopted a policy under which any consulting or finders fee that may
be paid to a third party for consulting services to assist management in
evaluating a prospective business opportunity would be paid in stock rather than
in cash. Any such issuance of stock would be made on an ad hoc basis.
Accordingly, the Company is unable to predict whether, or in what amount, such
stock issuance might be made.
   -31-
   It is not
currently anticipated that any salary, consulting fee, or finders fee shall be
paid to any of the Company's directors or executive officers, or to any other
affiliate of the Company except as described under Executive Compensation
above.
 
 Although
management has no current plans to cause the Company to do so, it is possible
that the Company may enter into an agreement with an acquisition candidate
requiring the sale of all or a portion of the Common Stock held by the Company's
current stockholders to the acquisition candidate or principals thereof, or to
other individuals or business entities, or requiring some other form of payment
to the Company's 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 the Company's 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 the Company would be determined entirely by
the largely unforeseeable terms of a future agreement with an unidentified
business entity.
 
 ITEM
10 - Executive Compensation
 
 Since the
change in control in December 2003, management of the Company requires less than
four (4) hours per calendar quarter. Accordingly, no officer or director has
received any compensation from the Company. Until the Company acquires
additional capital, it is not anticipated that any officer or director will
receive compensation from the Company other than reimbursement for out-of-pocket
expenses incurred on behalf of the Company. See Certain
 Relationships
and Related Transactions.
 
 The
Company currently has no active stock option, retirement, pension, or
profit-sharing programs open for the benefit of directors, officers or other
employees, but the Board of Directors may recommend adoption of one or more such
programs in the future.
 
 ITEM
11 - Security Ownership of Certain Beneficial Owners and Management
 
 The
following table sets forth, as of the date of this Registration Statement, the
number of shares of Common Stock owned of record and beneficially by executive
officers, directors and persons who hold 5% or more of the outstanding Common
Stock of the Company. Also included are the shares held by all executive
officers and directors as a group.
  %
      of Class
                      Number
      of Shares
                      Beneficially
      Owned (1)Name
      and addressNational
      Business Investors - Joint Venture
                      15,002,718*
                      75.00%500
      S Australian Ave - Ste. 619West
      Palm Beach, FL 33401Executive
      Officers and Directors as
                      15,002,718*
                      75.00%a
      group (three persons)
  *
Following reverse split on November 19, 2007 was reduced to 75,014
shares.
    -32-
 
 (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 September 30,
2008. As of September 30, 2008, there were 104,818 shares of our common stock
issued and outstanding.
 
 ITEM
12 - Certain Relationships and Related Transactions
 
 The
Company currently maintains a mailing address at 83 Stanley Road, UN 1, Box 103,
RR6, Woodville, Ontario K0M 2T0, Canada. The Company's telephone number there is
(416) 554-6546. Other than this mailing address, the Company does not currently
maintain any other office facilities, and does not anticipate the need for
maintaining office facilities at any time in the foreseeable future. The Company
pays no rent or other fees for the use of the mailing address as these offices
are used virtually full-time by other businesses of the Company's
 President.
 
 ITEM
13 - Exhibits and Reports on Form 8-K
 
 (a) The
following sets forth those exhibits filed pursuant to Item 601 of Regulation
S-K:
  Exhibit
                  Descriptions31.1
                  Certification
      pursuant to Section 302 of Sarbanes-Oxley Act of 2002.32.1
                  Certification
      pursuant to Section 906 of Sarbanes-Oxley Act of
  2002.
  (b) The
following sets forth the Company's reports on Form 8-K that have been filed
during the quarter for which this report is filed:
 
 Current
Report filed on Form 8-K: NONE
 
 
 -33-
 
 ITEM
14 - Principal Accountant Fees and Services
  Year
      ended
                            
                            
                            Year
      endedSeptember
      30, 2008
                            
                            
                            September
      30, 20071.   Audit
      fees
                            
                            $
                            9,000
                            
                            
                            $
                            26,0002.   Audit-related
      fees
                            
                            
                            -
                            
                            
                            
                            -3.   Tax
      fees
                            
                            
                            -
                            
                            
                            
                            -4.   All
      other fees
                            
                            
                            -
                            
                            
                            
                            -Totals
                            
                            $
                            9,000
                            
                            
                            $
                            26,000
  The
Company has not designated a formal audit committee. However, as defined in
Sarbanes-Oxley Act of 2002, the entire Board of Directors (Board), in the
absence of a formally appointed committee, is, by definition, the Company's
audit committee.
 
 In
discharging its oversight responsibility as to the audit process, commencing
with the engagement of Lawrence Scharfman & Co., CPA, P. C., the Board
obtained from the independent auditors a formal written statement describing all
relationships between the auditors and the Company 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
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 financial statements of the Company as of and for the years
ended September 30, 2008 and 2007 with management and the independent auditors.
Management has the sole ultimate responsibility for the preparation of the
Company's financial statements and the independent auditors have the
responsibility for their 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 financial
statements and recommended that they be included in its Annual Report on Form
10-KSB for the year ended September 30, 2008 and 2007 for filing with the
Securities and Exchange Commission.
 
 The
Company's principal accountant, Lawrence Scharfman & Co., CPA, P. C. did not
engage any other persons or firms other than the principal accountant's
full-time, permanent employees.
 
 
 [Remainder
of this page left blank intentionally.]
 
 -34-
 
  SIGNATURES
 
 In
accordance with Section 13 or 15(d) of the Securities Act of 1933, as amended,
the Company caused this report to be signed on its behalf by the undersigned,
thereto duly authorized.
  ExperTelligence,
      Inc.Dated:
      January 8, 2009
                  By:
                  /s/ Jason
      SmartJason
      SmartPresident,
      Sole DirectorChief
      Executive Officer andChief
      Financial Officer
   
 In
accordance with the Securities Exchange Act of 1934, as amended, this report has
been signed below by the following persons on behalf of the Company and in the
capacities and on the date as indicated. ExperTelligence, Inc.
 
 ExperTelligence,
      Inc.Dated:
      January 8, 2009
                    By:
                    /s/ Jason
      SmartJason
      SmartPresident,
      Sole DirectorChief
      Executive Officer andChief
      Financial Officer