UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-K

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

                   For the fiscal year ended December 31, 2009
                                       OR

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

           For the transition period from ____________ to ___________

                        Commission File Number 000-53807

                            MEIGUO ACQUISITION CORP.
             (Exact name of registrant as specified in its charter)

          Delaware                                               26-3551294
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

        28248 North Tatum Blvd., Suite B-1-434, Cave Creek, Arizona 85331
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (602) 300-0432

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:

                               Title of Each Class
                         Common Stock, $.0001 par value

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

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

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding  12 months (or for such  shorter  period that he  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [ ] No [X]

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

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

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

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

The aggregate  marker value of the voting and  non-voting  common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common  equity,  as of the
last business day of the Registrant's  second fiscal quarter (June 30, 2009) was
approximately  $-0-. Not applicable  because no market has been  established for
the common stock.

On March 3,  2010,  25,000,000  shares of the  Registrant's  common  stock  were
outstanding.

                    DOCUMENTS INCORPORATED BY REFERENCE: None
<PAGE>
                                TABLE OF CONTENTS

ITEMS                                                                       PAGE
-----                                                                       ----
                                     PART I

Item 1.  Business                                                             4
Item 1A. Risk Factors                                                        10
Item 1B. Unresolved Staff Comments                                           16
Item 2.  Properties                                                          16
Item 3.  Legal Proceedings                                                   16
Item 4.  Submission of Matters to a Vote of Security Holders                 16

                                     PART II

Item 5.  Market For Common Equity and Related Stockholder Matters and
         Issuer Purchases of Equity Securities                               17
Item 6.  Selected Financial Data                                             18
Item 7.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                           19

Item 8.  Financial Statements and Supplementary Data                         21
Item 9.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure                                            21
Item 9A. Controls and Procedures                                             22
Item 9B. Other Information                                                   23

                                    PART III

Item 10. Directors, Executive Officers and Corporate Governance              23
Item 11. Executive Compensation                                              26
Item 12. Security Ownership of Certain Beneficial Owners and
         Management and Related Stockholder Matters                          28
Item 13  Certain Relationships and Related Transactions, and
         Director Independence                                               29

Item 14. Principal Accounting Fees and Services                              30

                                     PART IV

Item 15. Exhibits, Financial Statement Schedules                             31

                                       2
<PAGE>
                              CAUTIONARY STATEMENT

     This Form 10-K contains "forward looking  statements" within the meaning of
the Private  Securities  Litigation  Reform Act of 1995.  Some of the statements
contained in this Form 10-K for Meiguo  Acquisition  Corp.  ("Company")  discuss
future  expectations,  contain  projections of results of operation or financial
condition or state other "forward  looking"  information.  These  statements are
subject to known and unknown risks, uncertainties,  and other factors that could
cause the actual results to differ  materially  from those  contemplated  by the
statements.  The forward looking  information is based on various factors and is
derived using numerous assumptions.

     Management  expresses its  expectations,  beliefs and  projections  in good
faith  and  believes  the  expectations   reflected  in  these  forward  looking
statements  are based on  reasonable  assumptions;  however,  Management  cannot
assure current stockholders or prospective stockholders that these expectations,
beliefs  and  projections  will  prove  to  be  correct.  Such  forward  looking
statements  reflect the current views of Management  with respect to the Company
and anticipated future events.

     Management cautions current stockholders and prospective  stockholders that
such forward looking statements,  including,  without limitation, those relating
to the Company's future business prospects,  demand for its products,  revenues,
capital needs, expenses, development and operation costs, wherever they occur in
this Form 10-K, as well as in the documents  incorporated  by reference  herein,
are not guarantees of future  performance or results,  but are simply  estimates
reflecting  the best  judgment of  Management  and involve a number of risks and
uncertainties  that could cause actual results to differ  materially  from those
suggested by such forward looking statements.

     Important  factors that may cause actual results to differ from projections
include, for example:

     *    the  success or failure of  management's  efforts to  implement  their
          business strategy;
     *    the  ability  of the  Company  to  raise  sufficient  capital  to meet
          operating requirements;
     *    the  ability  of  the  Company  to  compete  with  major   established
          companies;
     *    the effect of changing economic conditions;
     *    the ability of the Company to attract and retain quality employees;
     *    the current global recession and financial uncertainty; and

     *    other risks which may be described in future filings with the SEC.

     Words such as "anticipates,"  "expects,"  "intends,"  "plans,"  "believes,"
"seeks,"  "estimates," and variations of such words and similar  expressions are
intended to identify such forward looking  statements.  These statements are not
guarantees of future performance and are subject to certain risks, uncertainties
and  assumptions  that are difficult to predict.  Therefore,  actual results and
outcomes may differ  materially from what is expressed or forecasted in any such
forward looking  statements.  Unless required by law, the Company  undertakes no
obligation  to update  publicly  any forward  looking  statements,  whether as a
result of new information, future events or otherwise.

                                       3
<PAGE>
                                     PART I

ITEM 1. BUSINESS.

BUSINESS DEVELOPMENT

     Meiguo  Acquisition  Corp.  ("Company")  was  incorporated  in the State of
Delaware on October 8, 2008.  The Company  has been in the  developmental  stage
since inception and has conducted virtually no business operations.  The Company
has no full-time  employees  and owns no real estate or personal  property.  The
Company was formed as a vehicle to pursue a business combination and has made no
efforts to identify a possible business  combination.  As a result,  the Company
has not conducted negotiations or entered into a letter of intent concerning any
target business.  The business purpose of the Company is to seek the acquisition
of, or merger  with,  an  existing  company.  We have no cash.  The  Independent
Auditor's Report to our financial  statements for the fiscal year ended December
31,  2009,  included  in this Form  10-K,  indicates  that there are a number of
factors  that raise  substantial  doubt about our ability to continue as a going
concern.  Such doubts identified in the report include the fact (i) that we have
not established any source of revenue to cover our operating costs; (ii) that we
will engage in very limited  activities  without  incurring any liabilities that
must be  satisfied  in cash until a source of funding is secured;  (iii) that we
will offer noncash  consideration  and seek equity lines as a means of financing
our operations; (iv) that if we are unable to obtain revenue producing contracts
or  financing or if the revenue or  financing  we do obtain is  insufficient  to
cover any  operating  losses  we may  incur,  we may  substantially  curtail  or
terminate our operations or seek other business  opportunities through strategic
alliances,  acquisitions or other  arrangements that may dilute the interests of
existing stockholders.

OUR BUSINESS

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

     The  Company  was  organized  to provide a method for a foreign or domestic
privately  held  company to become a  reporting  company  whose  securities  are
qualified for trading in the United States securities  markets,  such as the New
York Stock Exchange  ("NYSE"),  NASDAQ,  American Stock Exchange ("AMEX") or the
OTC Bulletin Board, and, as a vehicle to investigate and, if such  investigation
warrants,  acquire a target company or business seeking the perceived advantages
of being a publicly held reporting  company.  The Company's  principal  business
objective for the next 12 months and beyond will be to achieve  long-term growth
potential   through  a  combination  with  a  business  rather  than  immediate,
short-term  earnings.  The Company  will not restrict  its  potential  candidate
target  companies to any specific  industry or geographical  location and, thus,
may acquire or merge with any type of business, domestic or foreign.

                                       4
<PAGE>
     Since we have  only one  officer  and  director,  David  W.  Keaveney,  the
analysis  of new  business  opportunities  will be  undertaken  by and under the
supervision  of our Mr.  Keaveney.  As of the date of this  filing,  we have not
entered into any definitive  agreement  with any party,  nor have there been any
specific discussions with any potential business combination candidate regarding
business  opportunities  for the Company.  We have  unrestricted  flexibility in
seeking,  analyzing  and  participating  in  potential  business  opportunities.
However,  we have no cash at this time and no plan to raise  money  through  the
sale of equity or borrow money from a traditional  lending source.  Mr. Keaveney
has  verbally  committed to the Company that he will fund the costs of preparing
the Company's  Exchange Act reports (Form 10-Ks,  Form 10-Qs, Form 8-Ks) for the
current  fiscal year ending  December 31, 2010.  However,  Mr.  Keaveney has not
committed  to pay such  costs  beyond the  preparation  of the Form 10-K for the
fiscal year ending  December 31, 2010. In the event that Mr.  Keaveney  fails to
pay such costs,  the Company's common stock would likely be limited to quotation
on the Pink  Sheets and no market for the common  stock  would  develop or, if a
market did  develop,  the market for our common  stock  would not exist for very
long.  Investors in our common stock could lose part or all of their  investment
in our shares.

PERCEIVED BENEFITS

     There are certain  perceived  benefits to being a reporting  company with a
class of publicly-traded  securities.  These are commonly thought to include the
following:

     *    the  ability to use  registered  securities  to make  acquisitions  of
          assets or businesses;
     *    increased visibility in the financial community;
     *    the facilitation of borrowing from financial institutions;
     *    improved trading efficiency;
     *    shareholder liquidity;
     *    greater ease in raising capital
     *    compensation  of key  employees  through stock options for which there
          may be a market valuation;
     *    enhanced corporate image; and
     *    a presence in the United States' capital markets.

POTENTIAL TARGET COMPANIES

     A business entity that may be interested in a business combination with the
Company may include the following:

     *    a company for which a primary  purpose of becoming a public company is
          the use of is securities for the acquisition of assets or business;
     *    a company that is unable to find an  underwriter  of its securities or
          is unable to find an underwriter of securities on terms  acceptable to
          it; o a company  that  believes  it will be able to obtain  investment
          capital on more favorable terms after it has become public;
     *    a foreign  company  that may wish an  initial  entry  into the  United
          States' securities markets;

                                       5
<PAGE>
     *    a special situation company, such as a company seeking a public market
          to satisfy redemption  requirements under a qualified  Employees Stock
          Option Plan; and
     *    a company  seeking  one or more of the  other  perceived  benefits  of
          becoming a public company.

     The analysis of new business  opportunities  will be undertaken by or under
the supervision of our officers,  directors,  accountants and legal counsel.  We
will have  unrestricted  flexibility in seeking,  analyzing and participating in
potential   business   opportunities.   In  our  efforts  to  analyze  potential
acquisition targets, we will consider the following kinds of factors:

     *    potential for growth, indicated by new technology,  anticipated market
          expansion or new products or services;
     *    competitive  position as  compared to other firms of similar  size and
          experience within the industry segment, as well as within the industry
          as a whole;
     *    strength and diversity of management, either in place or scheduled for
          recruitment;
     *    capital  requirements and anticipated  availability of required funds,
          to be provided by the Company or from operations,  through the sale of
          additional securities,  through joint ventures or similar arrangements
          or from other sources;
     *    the cost of  participation by the Company as compared to the perceived
          tangible and intangible values and potentials;
     *    the extent to which the business opportunity can be advanced;
     *    the accessibility of required  management  expertise,  personnel,  raw
          materials, services, professional assistance and other required items;
          and
     *    other  factors  deemed to be relevant by our  management  team,  which
          currently consists solely of Mr. Keaveney.

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

     No  assurances  can be given that the Company  will be able to enter into a
business combination of any nature.

                                       6
<PAGE>
FORM OF ACQUISITION

     The manner in which the Company  participates in an opportunity will depend
upon the nature of the  opportunity,  the  respective  needs and  desires of the
Company  and the  promoters  of the  opportunity  and the  relative  negotiating
strength of the Company and such promoters.

     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  "tax-free"  reorganization  under
Section  368(a) (1) of the Internal  Revenue Code of 1986, as amended  ("Code"),
depends upon whether the owners of the acquired  business own 80% or more of the
voting stock of the surviving  entity.  If a transaction were structured to take
advantage of these provisions rather than other "tax-free"  provisions  provided
under the Code, our  stockholders  would, in such  circumstances,  retain 20% or
less of the total  issued and  outstanding  shares of the  Company.  Under other
circumstances,  depending upon the relative negotiating strength of the parties,
our stockholders may retain  substantially less than 20% of the total issued and
outstanding  shares of the surviving  entity.  This could result in  substantial
additional  dilution to the equity of those who were stockholders of the Company
prior to such reorganization.

     Our present  stockholders will likely not have control of a majority of our
voting  shares  following  a  reorganization  transaction.  As  part  of  such a
transaction,  all or a majority of the officers and directors may resign and new
officers and directors may be appointed without any vote by our stockholders.

     In the case of an acquisition, the transaction may be accomplished upon the
sole  determination of management  without any vote or approval by stockholders.
In the case of a  statutory  merger  or  consolidation  directly  involving  the
Company, it will likely be necessary to call a stockholders'  meeting and obtain
the  approval  of the  holders  of a majority  of the  outstanding  shares.  The
necessity to obtain such stockholder approval may result in delay and additional
expense in the consummation of any proposed  transaction and will also give rise
to certain appraisal right to dissenting stockholders.  Most likely,  management
will seek to structure  any such  transaction  so as not to require  stockholder
approval.

     It is anticipated that the investigation of specific business opportunities
and the negotiation, drafting and execution of relevant agreements,  disclosures
documents and other  instruments  will require  substantial  management time and
attention and  substantial  cost 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.
Furthermore, even if an agreement is reached for the participation in a specific
business  opportunity,  the failure to consummate that transaction may result in
the loss to the Company of the related costs incurred.

     We presently have no employees other than David  Keaveney.  Our officer and
sole director is engaged in outside business  activities and anticipates he will
devote to our business very limited time until the  acquisition  of a successful
business  opportunity has been identified.  We expect no significant  changes in
the number of our  employees  other than such  changes,  if any,  incident  to a
business combination.

     Although our management has not taken any preliminary steps to consummate a
business  combination,   we  recently  began  our  search  for  viable  business
combination  targets.  However,  as of the  date of this  Form10-K,  we have not
identified any viable  combination  targets.  We believe there are many valuable
resources we can reach out to in order to identify  potential targets including,

                                       7
<PAGE>
but not  limited  to,  business  brokers,  networking  web  sites,  conferences,
business  professionals  and direct  contacts by our  management  with  business
owners with whom Mr. Keaveney is familiar.

COMPETITIVE CONDITIONS

     We are in a  highly  competitive  market  for a small  number  of  business
opportunities  which could reduce the  likelihood of  consummating  a successful
business  combination.   We  are  and  will  continue  to  be  an  insignificant
participant  in the business of seeking  mergers with,  joint  ventures with and
acquisitions of small private and public entities. A large number of established
and well-financed entities, including small public companies and venture capital
firms, are active in mergers and acquisitions of companies that may be desirable
target candidates for us. Nearly all these entities have  significantly  greater
financial resources, technical expertise and managerial capabilities than we do;
consequently,  we will be at a competitive  disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive   factors  may  reduce  the  likelihood  of  our   identifying   and
consummating a successful  business  combination.  In reality,  it might be more
feasible  for a  privately  held  company  to file its own Form 10  registration
statement to become a fully  reporting  company than to give up ownership to the
Company by entering into a business combination with us.

     In the event we are  successful in  identifying  a private  company that is
interested  in  combining  with us, the private  company will have to provide us
with a lot of information related to its business history, prospects,  financial
condition and management  and have books and records that are auditable  without
undue time and expense. Upon entry into a definitive agreement with a target, we
will  have to file a Form 8-K  describing  the  proposed  transaction,  that the
proposed  transaction  will  result in a change in  control of our  Company  and
include audited financial statements of the combined entity as an exhibit to the
Form 8-K or in an amendment to the Form 8-K.

     We  believe  that Mr.  Keaveney's  experience  in  dealing  with  reporting
companies will be attractive to some private companies, since he has prepared or
assisted in the  preparation of numerous Form 10-Ks,  Form 10-Qs,  Form 8-Ks and
press  releases.  Mr.  Keaveney also has experience in working with auditors and
securities counsel, applying for CUSIP Service Bureau numbers and filing of Form
15c-211s  that  could  save  the  potential   target  and  the  combined  entity
substantial amounts of time and money.

REPORTS TO SECURITY HOLDERS

     1.   We are subject to the informational  requirements of the Exchange Act.
          Accordingly,  we will file annual,  quarterly  and  periodic  reports,
          proxy  statements,  information  statements and other information with
          the SEC.
     2.   The public may read and copy any  materials the Company files with the
          SEC at the SEC's Public Reference Room at 100 F Street, NE, Room 1580,
          Washington,  D.C. 20549. The public may call the SEC at 1-800-SEC-0330
          for further  information on the Public Reference Room. Our SEC filings
          will  also  be  available  to the  public  at the  SEC's  web  site at
          http://www.sec.gov.

                                       8
<PAGE>
HOW TO CONTACT US

     The Company's  principal executive offices are located at 28248 North Tatum
Blvd., Suite B-1-434,  Cave Creek,  Arizona 85331. Our telephone number is (602)
300-0432.

EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS

     The Company's  common stock is registered  pursuant to Section 12(g) of the
Securities  Exchange Act of 1934 ("1934 Act"). As a result of such registration,
the Company is subject to  Regulation  14A of the "1934  Act,"  which  regulates
proxy  solicitations.  Section  14(a)  requires all  companies  with  securities
registered  pursuant  to  Section  12(g)  thereof  to comply  with the rules and
regulations  of the Commission  regarding  proxy  solicitations,  as outlined in
Regulation 14A. Matters submitted to stockholders of the Company at a special or
annual meeting thereof or pursuant to a written consent will require the Company
to provide its  stockholders  with the information  outlined in Schedules 14A or
14C of Regulation 14;  preliminary  copies of this information must be submitted
to the Commission at least 10 days prior to the date that  definitive  copies of
this information are forwarded to stockholders.

     The  Company  is also  required  to file  annual  reports  on Form 10-K and
quarterly  reports on Form 10-Q with the  Commission on a regular basis and will
be required to disclose  certain  events in a timely  manner  (e.g.,  changes in
corporate  control;  acquisitions  or  dispositions  of a significant  amount of
assets  other than in the  ordinary  course of business;  and  bankruptcy)  in a
Current Report on Form 8-K.

     WE WILL BE SUBJECT TO THE REQUIREMENTS OF SECTION 404 OF THE SARBANES-OXLEY
ACT. IF WE ARE UNABLE TO TIMELY  COMPLY WITH SECTION 404 OR IF THE COSTS RELATED
TO COMPLIANCE ARE  SIGNIFICANT,  OUR  PROFITABILITY,  STOCK PRICE AND RESULTS OF
OPERATIONS AND FINANCIAL CONDITION COULD BE MATERIALLY ADVERSELY AFFECTED.

     The Company is required to comply with the provisions of Section 404 of the
Sarbanes-Oxley  Act of  2002,  which  requires  that we  document  and  test our
internal  controls  and  certify  that we are  responsible  for  maintaining  an
adequate  system of internal  control  procedures for the 2009 fiscal year. This
section also requires that our  independent  registered  public  accounting firm
opine on those internal controls and management's  assessment of those controls.
We are currently  evaluating our existing controls against the standards adopted
by the Committee of Sponsoring Organizations of the Treadway Commission.  During
the course of our ongoing evaluation and integration of the internal controls of
our business,  we may identify areas requiring  improvement,  and we may have to
design enhanced processes and controls to address issues identified through this
review  (see Item 9A,  below  for a  discussion  of our  internal  controls  and
procedures).

     We believe that the  out-of-pocket  costs,  the  diversion of  management's
attention from running the day-to-day  operations and operational changes caused
by the need to comply with the requirements of Section 404 of the Sarbanes-Oxley
Act could be significant.  If the time and costs associated with such compliance
exceed our current  expectations,  our results of operations and the future 1934
Act filings by our Company could be materially adversely affected.

                                       9
<PAGE>
ITEM 1A. RISK FACTORS.

     INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. IF ANY OF THE
FOLLOWING RISKS ACTUALLY  MATERIALIZES,  OUR BUSINESS,  FINANCIAL  CONDITION AND
RESULTS OF OPERATIONS WOULD SUFFER AND OUR  SHAREHOLDERS  COULD LOSE ALL OR PART
OF THEIR INVESTMENT IN OUR SHARES.

OUR  INDEPENDENT  AUDITOR  HAS RAISED  DOUBT  ABOUT OUR ABILITY TO CONTINUE AS A
GOING CONCERN.

     The Independent Auditor's Report to our financial statements for the fiscal
year ended December 31, 2009,  included in this Form 10-K,  indicates that there
are a number of  factors  that  raise  substantial  doubt  about our  ability to
continue as a going  concern.  Such doubts  identified in the report include the
fact (i)  that we have not  established  any  source  of  revenue  to cover  our
operating  costs;  (ii) that we will engage in very limited  activities  without
incurring  any  liabilities  that must be  satisfied  in cash  until a source of
funding is  secured;  (iii) that we will offer  noncash  consideration  and seek
equity lines as a means of financing our operations;  (iv) that if we are unable
to  obtain  revenue  producing  contracts  or  financing  or if the  revenue  or
financing  we do obtain is  insufficient  to cover any  operating  losses we may
incur,  we may  substantially  curtail or terminate our operations or seek other
business  opportunities  through  strategic  alliances,  acquisitions  or  other
arrangements that may dilute the interests of existing stockholders.

THERE MAY BE CONFLICTS OF INTEREST BETWEEN OUR MANAGEMENT AND OUR NON-MANAGEMENT
STOCKHOLDERS.

     Conflicts of interest create the risk that management may have an incentive
to act adversely to the interests of other investors. A conflict of interest may
arise between our  management's  personal  pecuniary  interest and its fiduciary
duty to our stockholders.  Further,  our management's own pecuniary interest may
at some point  compromise its fiduciary duty to our  stockholders.  In addition,
David Keaveney,  our sole officer and director, is currently involved with other
blank check companies and conflicts in the pursuit of business combinations with
such other  blank  check  companies  with which he is, and may be the future be,
affiliated  with may arise.  If we and the other blank check  companies that our
sole officer and  director is  affiliated  with desire to take  advantage of the
same  opportunity,  then the officer and director that is  affiliated  with both
companies would abstain from voting upon the opportunity.

OUR BUSINESS IS DIFFICULT TO EVALUATE BECAUSE WE HAVE NO OPERATING HISTORY.

     As the Company has no operating history or revenue and only minimal assets,
there is a risk  that we will be  unable  to  continue  as a going  concern  and
consummate  a business  combination.  The  Company  has had no recent  operating
history nor any revenues or earnings from operations since inception. We have no
significant assets or financial resources.  We will, in all likelihood,  sustain
operating  expenses  without   corresponding   revenues,   at  least  until  the
consummation of a business  combination.  This may result in our incurring a net
operating  loss  that  will  increase  continuously  until we can  consummate  a
business  combination with a profitable business  opportunity.  We cannot assure
you that we can  identify a  suitable  business  opportunity  and  consummate  a
business combination.

                                       10
<PAGE>
THERE ARE  RELATIVELY  LOW  BARRIERS TO BECOMING A BLANK CHECK  COMPANY OR SHELL
COMPANY,  THEREBY  INCREASING  THE  COMPETITION  FOR A SMALL  NUMBER OF BUSINESS
OPPORTUNITIES.

     There are  relatively  low  barriers  to  becoming  a blank  check or shell
company. A newly incorporated company with a single shareholder and sole officer
and director may become a blank check  company or shell  company by  voluntarily
subjecting  itself  to the SEC  reporting  requirements  by filing  and  seeking
effectiveness  of a Form 10,  thereby  registering  its common stock pursuant to
Section 12(g) of the Securities and Exchange Act of 1934 with the SEC.  Assuming
no comments to the Form 10 have been  received  from the SEC,  the  registration
statement  is  automatically  deemed  effective 60 days after filing the Form 10
with the SEC. The  relative  ease and low cost with which a company can become a
reporting  blank  check  or  shell  company  can  increase  the  already  highly
competitive  market for a limited  number of businesses  that will  consummate a
successful business combination.

AS A BLANK CHECK COMPANY, ANY REGISTERED OFFERING OF OUR SECURITIES WILL HAVE TO
COMPLY WITH RULE 419 UNDER THE  SECURITIES  ACT OF 1933,  WHICH COULD IMPACT OUR
ABILITY TO RAISE EQUITY FUNDS FROM INVESTORS.

     In the event we register an offering of our securities  with the Securities
and  Exchange  Commission  while we are a blank check  company,  we will have to
comply with Rule 419 under the Securities Act of 1933.  Rule 419 is a cumbersome
rule  applicable to blank check  companies  selling penny stocks in a registered
offering.  Rule 419 requires that the gross proceeds  raised in such an offering
be deposited into an escrow account with a financial  institution insured by the
FDIC or in a separate bank account  established by a registered broker or dealer
in which  the  broker or dealer  acts as  trustee  for the  persons  having  the
beneficial  interests  in  the  account.  Furthermore,  Rule  419  requires  the
securities issued to investors in the blank check offering be issued in the name
of  such  investors  but  certificates  representing  such  securities  must  be
deposited  into the  escrow  account  instead  of being  delivered  directly  to
investors,  and the records of the escrow agent, maintained in good faith and in
the regular course of business, must show the name and interest of each party to
the account.

     The  initial  registration  statement  for the blank check  offering  shall
disclose the specific terms of the offering, including, but not limited to:

     *    The terms and  provisions  of the  escrow or trust  agreement  and the
          effect  thereof  upon the  company's  right to  receive  funds and the
          effect of the escrow or trust agreement upon the investor's  funds and
          securities  required to be deposited into the escrow or trust account,
          including,  if  applicable,  any  material  risk of  non-insurance  of
          investors'  funds  resulting  from  deposits  in excess of the insured
          amounts; and
     *    The  obligation  of the  company  to  provide,  and the  right  of the
          purchaser to receive, information regarding an acquisition,  including
          the  requirement  that  pursuant  to Rule 419,  investors  confirm  in
          writing their investment in the company's securities.

     Rule 419 imposes  certain  additional  disclosure  obligations on companies
making blank check  offerings.  Due to the requirements of Rule 419 and the fact
that  investors  investing in blank check  offerings  have no idea if or when an
acquisition or merger  transaction  will occur,  or if the acquisition or merger
target is worthy of the  investors  money or risks,  it may be difficult for the
company to pull off a blank check offering and even if the company is successful
in raising  funds in such an offering,  it may not be able to find an attractive
acquisition or merger candidate.  Therefore, investors in a blank check offering
will have their funds at risk for a prolonged period of time and they may not be
happy with the results of an acquisition or merger, if one were to occur.

                                       11
<PAGE>
THERE  IS  COMPETITION  FOR  THOSE  PRIVATE  COMPANIES  SUITABLE  FOR  A  MERGER
TRANSACTION OF THE TYPE CONTEMPLATED BY OUR MANAGEMENT.

     The  Company  is in a  highly  competitive  market  for a small  number  of
business  opportunities  which could reduce the  likelihood  of  consummating  a
successful business combination. We are and will continue to be an insignificant
participant  in the business of seeking  mergers with,  joint  ventures with and
acquisitions of small private and public entities. A large number of established
and well-financed entities, including small public companies and venture capital
firms, are active in mergers and acquisitions of companies that may be desirable
target candidates for us. Nearly all these entities have  significantly  greater
financial resources, technical expertise and managerial capabilities than we do;
consequently,  we will be at a competitive  disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive   factors  may  reduce  the  likelihood  of  our   identifying   and
consummating a successful  business  combination.  In reality,  it might be more
feasible  for a  privately  held  company  to file its own Form 10  registration
statement to become a fully  reporting  company than to give up ownership to the
Company by entering into a business combination with us.

OUR FUTURE  SUCCESS IS HIGHLY  DEPENDENT  ON THE  ABILITY OF OUR  MANAGEMENT  TO
LOCATE AND ATTRACT A SUITABLE ACQUISITION TARGET.

     The  nature  of  our  operations  is  highly  speculative  and  there  is a
consequent risk of loss of your investment. The success of our plan of operation
will  depend  to a great  extent  on the  operations,  financial  condition  and
management of the identified business  opportunity.  While management intends to
seek  business   combination(s)  with  entities  having  established   operating
histories,  we  cannot  assure  you  that  we  will be  successful  in  locating
candidates  meeting  that  criterion.  In  the  event  we  complete  a  business
combination,  the success of our operations may be dependent upon  management of
the successor firm or venture partner firm and numerous other factors beyond our
control.

THE COMPANY HAS NO EXISTING AGREEMENT FOR A BUSINESS COMBINATION OR OTHER
TRANSACTION.

     We have no arrangement, agreement or understanding with respect to engaging
in a merger  with,  joint  venture with or  acquisition  of, a private or public
entity.  No  assurances  can be given  that we will  successfully  identify  and
evaluate  suitable  business  opportunities  or that we will conclude a business
combination.  Management has not identified any particular  industry or specific
business within an industry for evaluation.  We cannot guarantee that we will be
able to  negotiate  a business  combination  on  favorable  terms,  and there is
consequently a risk that funds  allocated to the purchase of our shares will not
be invested in a company with active business operations.

OUR  MANAGEMENT  INTENDS  TO DEVOTE  ONLY A LIMITED  AMOUNT OF TIME TO SEEKING A
TARGET  COMPANY  WHICH MAY  ADVERSELY  IMPACT OUR ABILITY TO IDENTIFY A SUITABLE
ACQUISITION CANDIDATE.

     While seeking a business  combination,  management  anticipates devoting no
more than a few  hours  per week to the  Company's  affairs  in total.  Our sole
officer,  David Keaveney,  has not entered into a written  employment  agreement
with us and is not  expected to do so in the  foreseeable  future.  This limited
commitment  may  adversely  impact our  ability to  identify  and  consummate  a
successful business combination.

                                       12
<PAGE>
THE TIME AND COST OF  PREPARING A PRIVATE  COMPANY TO BECOME A PUBLIC  REPORTING
COMPANY MAY PRECLUDE US FROM ENTERING INTO A MERGER OR ACQUISITION WITH THE MOST
ATTRACTIVE PRIVATE COMPANIES.

     Target  companies that fail to comply with SEC reporting  requirements  may
delay or preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
reporting   companies  to  provide   certain   information   about   significant
acquisitions, including certified financial statements for the company acquired,
covering  one,  two,  or three  years,  depending  on the  relative  size of the
acquisition.  The time and additional  costs that may be incurred by some target
entities to prepare these  statements  may  significantly  delay or  essentially
preclude   consummation  of  an  acquisition.   Otherwise  suitable  acquisition
prospects  that  do not  have or are  unable  to  obtain  the  required  audited
statements  may be  inappropriate  for  acquisition  so  long  as the  reporting
requirements of the Exchange Act are applicable.

THE  COMPANY  MAY BE  SUBJECT  TO  FURTHER  GOVERNMENT  REGULATION  WHICH  WOULD
ADVERSELY AFFECT OUR OPERATIONS.

     Although  we  will be  subject  to the  reporting  requirements  under  the
Exchange Act, management believes we will not be subject to regulation under the
Investment Company Act of 1940, as amended  ("Investment Company Act"), since we
will not be engaged in the business of investing or trading in securities. If we
engage in business  combinations  which result in our holding passive investment
interests in a number of entities,  we could be subject to regulation  under the
Investment Company Act. If so, we would be required to register as an investment
company and could be expected to incur  significant  registration and compliance
costs.  We have obtained no formal  determination  from the SEC as to our status
under the Investment Company Act and, consequently,  violation of the Investment
Company Act could subject us to material adverse consequences.

ANY  POTENTIAL  ACQUISITION  OR MERGER WITH A FOREIGN  COMPANY MAY SUBJECT US TO
ADDITIONAL RISKS.

     If we enter into a business  combination with a foreign concern, we will be
subject to risks inherent in business  operations  outside of the United States.
These risks include, for example,  currency  fluctuations,  regulatory problems,
punitive tariffs, unstable local tax policies, trade embargoes, risks related to
shipment  of raw  materials  and  finished  goods  across  national  borders and
cultural and language  differences.  Foreign  economies may differ  favorably or
unfavorably from the United States economy in growth of gross national  product,
rate of inflation, market development,  rate of savings, and capital investment,
resource  self-sufficiency  and  balance  of  payments  positions,  and in other
respects.

THERE IS  CURRENTLY  NO TRADING  MARKET FOR OUR COMMON  STOCK AND  LIQUIDITY  OF
SHARES OF OUR COMMON STOCK IS LIMITED.

     Our shares of common stock are not registered  under the securities laws of
any state or other jurisdiction,  and,  accordingly,  there is no public trading
market for our common stock.  Further,  no public  trading market is expected to
develop in the  foreseeable  future  unless and until the  Company  completes  a
business combination with an operating business and the Company thereafter files
a  registration   statement  under  the  Securities  Act  of  1933,  as  amended
("Securities Act"). Therefore,  outstanding shares of our common stock cannot be
offered,  sold, pledged or otherwise transferred unless subsequently  registered
pursuant to, or exempt from registration under, the Securities Act and any other
applicable federal or state securities laws or regulations. Shares of our common

                                       13
<PAGE>
stock cannot be sold under the exemptions from registration provided by Rule 144
under or Section 4(1) of the Securities Act ("Rule 144"), in accordance with the
letter from Richard K. Wulff,  Chief of the Office of Small  Business  Policy of
the Securities and Exchange Commission's Division of Corporation Finance, to Ken
Worm of NASD Regulation,  dated January 21, 2000 ("Wulff Letter").  In 2007, the
SEC announced that it is changing certain aspects of the Wulff Letter,  and such
changes shall apply  retroactively to our stockholders.  Effective  February 15,
2008,  all  holders  of  shares  of common  stock of a "shell  company"  will be
permitted  to sell  their  shares of common  stock  under  Rule 144,  subject to
certain  restrictions,  starting one year after (i) the completion of a business
combination  with a private  company  in a reverse  merger or  reverse  takeover
transaction  after which the company  would  cease to be a "shell  company"  (as
defined in Rule 12b-2 under the Exchange Act) and (ii) the disclosure of certain
information  on  a  Current  Report  on  Form  8-K  within  four  business  days
thereafter.  Compliance with the criteria for securing  exemptions under federal
securities  laws and the  securities  laws of the  various  states is  extremely
complex, especially in respect of those exemptions affording flexibility and the
elimination of trading  restrictions in respect of securities received in exempt
transactions  and  subsequently  disposed  of  without  registration  under  the
Securities Act or state securities laws.

WE HAVE NEVER PAID DIVIDENDS ON OUR COMMON STOCK.

     We have  never paid  dividends  on our  Common  Stock and do not  presently
intend to pay any dividends in the  foreseeable  future.  We anticipate that any
funds available for payment of dividends will be re-invested into the Company to
further its business strategy.

THE COMPANY MAY BE SUBJECT TO CERTAIN TAX  CONSEQUENCES  IN OUR BUSINESS,  WHICH
MAY INCREASE OUR COST OF DOING BUSINESS.

     We may not be able to  structure  our  acquisition  to result  in  tax-free
treatment  for the  companies  or their  stockholders,  which  could deter third
parties from entering into certain  business  combinations  with us or result in
being taxed on consideration received in a transaction. Currently, a transaction
may be structured so as to result in tax-free  treatment to both  companies,  as
prescribed by various federal and state tax  provisions.  We intend to structure
any  business   combination  so  as  to  minimize  the  federal  and  state  tax
consequences to both us and the target entity; however, we cannot guarantee that
the 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  that may have an adverse
effect on both parties to the transaction.

OUR BUSINESS WILL HAVE NO REVENUES  UNLESS AND UNTIL WE MERGE WITH OR ACQUIRE AN
OPERATING BUSINESS.

     We  are  a  development  stage  company  and  have  had  no  revenues  from
operations.  We may not realize any  revenues  unless and until we  successfully
merge with or acquire an operating business.

THE COMPANY INTENDS TO ISSUE MORE SHARES IN A MERGER OR ACQUISITION,  WHICH WILL
RESULT IN SUBSTANTIAL DILUTION TO EXISTING SHAREHOLDERS.

     Our  Certificate of  Incorporation  authorizes the issuance of a maximum of
250,000,000  shares  of  common  stock and a  maximum  of  20,000,000  shares of
preferred  stock.  Any merger or  acquisition  effected  by us may result in the
issuance of additional securities without stockholder approval and may result in

                                       14
<PAGE>
substantial  dilution  in the  percentage  of our common  stock held by our then
existing  stockholders.  Moreover, the common stock issued in any such merger or
acquisition  transaction may be valued on an arbitrary or non-arm's-length basis
by our  management,  resulting in an additional  reduction in the  percentage of
common stock held by our then existing stockholders.  Our Board of Directors has
the power to issue any or all of such  authorized  but unissued  shares  without
stockholder  approval.  To the extent that additional  shares of common stock or
preferred  stock  are  issued  in  connection  with a  business  combination  or
otherwise,  dilution to the  interests  of our  stockholders  will occur and the
rights  of the  holders  of  common  stock  might be  materially  and  adversely
affected.

THE COMPANY HAS  CONDUCTED  NO MARKET  RESEARCH  OR  IDENTIFICATION  OF BUSINESS
OPPORTUNITIES, WHICH MAY AFFECT OUR ABILITY TO IDENTIFY A BUSINESS TO MERGE WITH
OR ACQUIRE.

     The Company  has neither  conducted  nor have others made  available  to us
results  of  market  research  concerning  prospective  business  opportunities.
Therefore,  we have no  assurances  that  market  demand  exists for a merger or
acquisition  as  contemplated  by us.  Our  management  has not  identified  any
specific business combination or other transactions for formal evaluation by us,
such that it may be expected that any such target business or transaction  will,
present such a level of risk that  conventional  private or public  offerings of
securities or  conventional  bank financing  will not be available.  There is no
assurance  that we will be able to  acquire  a  business  opportunity  on  terms
favorable to us.  Decisions as to which  business  opportunity to participate in
will be unilaterally made by our management,  which may act without the consent,
vote or approval of our stockholders.

BECAUSE  WE MAY SEEK TO  COMPLETE  A  BUSINESS  COMBINATION  THROUGH A  "REVERSE
MERGER,"  FOLLOWING  SUCH A  TRANSACTION  WE MAY  NOT BE  ABLE  TO  ATTRACT  THE
ATTENTION OF MAJOR BROKERAGE FIRMS.

     Additional  risks may exist since we will assist a privately  held business
to become  public  through a  "reverse  merger."  Securities  analysts  of major
brokerage  firms may not  provide  coverage  of our  Company  since  there is no
incentive to brokerage  firms to recommend the purchase of our common stock.  No
assurance can be given that  brokerage  firms will want to conduct any secondary
offerings on behalf of our post-merger company in the future.

WE CANNOT  ASSURE YOU THAT  FOLLOWING A BUSINESS  COMBINATION  WITH AN OPERATING
BUSINESS,  OUR  COMMON  STOCK  WILL BE LISTED ON NASDAQ OR ANY OTHER  SECURITIES
EXCHANGE.

     Following  a business  combination,  we may seek the  listing of our common
stock on NASDAQ or the American Stock  Exchange.  However,  we cannot assure you
that following such a transaction,  we will be able to meet the initial  listing
standards  of either of those or any other  stock  exchange,  or that we will be
able to  maintain a listing of our common  stock on either of those or any other
stock exchange. After completing a business combination,  until our common stock
is listed on the NASDAQ or another  stock  exchange,  we expect  that our common
stock  would  be  eligible  to  trade  on  the  OTC  Bulletin   Board,   another
over-the-counter   quotation   system,  or  on  the  "pink  sheets,"  where  our
stockholders  may find it more difficult to dispose of shares or obtain accurate
quotations as to the market value of our common stock. In addition,  we would be
subject to an SEC rule that, if it failed to meet the criteria set forth in such
rule,   imposes  various  practice   requirements  on  broker-dealers  who  sell
securities governed by the rule to persons other than established  customers and
accredited  investors.  Consequently,  such rule may deter  broker-dealers  from
recommending  or  selling  our  common  stock,  which  may  further  affect  its
liquidity.  This would also make it more  difficult  for us to raise  additional
capital following a business combination.

                                       15
<PAGE>
OUR CERTIFICATE OF INCORPORATION AUTHORIZES THE ISSUANCE OF PREFERRED STOCK.

     Our  Certificate  of  Incorporation   authorizes  the  issuance  of  up  to
20,000,000 shares of preferred stock with  designations,  rights and preferences
determined from time to time by its Board of Directors.  Accordingly,  our Board
of Directors is empowered,  without  stockholder  approval,  to issue  preferred
stock with  dividend,  liquidation,  conversion,  voting,  or other rights which
could  adversely  affect the voting  power or other rights of the holders of the
common stock.  In the event of issuance,  the preferred stock could be utilized,
under certain circumstances, as a method of discouraging, delaying or preventing
a change in control of the  Company.  Although we have no present  intention  to
issue any shares of its authorized  preferred  stock,  there can be no assurance
that the Company will not do so in the future.

THIS FORM 10-K CONTAINS FORWARD LOOKING  STATEMENTS AND INFORMATION  RELATING TO
US, OUR INDUSTRY AND TO OTHER BUSINESSES.

     This Form 10-K contains forward looking  statements.  These forward looking
statements  are based on the beliefs of our  management,  as well as assumptions
made by and information currently available to our management. When used in this
prospectus,  the words "estimate," "project," "believe," "anticipate," "intend,"
"expect"  and similar  expressions  are  intended to  identify  forward  looking
statements.  These  statements  reflect our current views with respect to future
events  and are  subject  to risks and  uncertainties  that may cause our actual
results to differ  materially  from those  contemplated  in our forward  looking
statements.  We caution you not to place undue reliance on these forward looking
statements,  which  speak  only  as of the  date of this  Form  10-K.  We do not
undertake  any  obligation  to publicly  release any  revisions to these forward
looking  statements to reflect  events or  circumstances  after the date of this
prospectus or to reflect the occurrence of unanticipated events.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

     None.

ITEM 2. PROPERTIES.

     The Company  neither rents nor owns any properties.  The Company  currently
has no policy with respect to  investments  or  interests  in real estate,  real
estate mortgages or securities of, or interests in, persons primarily engaged in
real estate activities.

ITEM. 3 LEGAL PROCEEDINGS.

      The  Company is not the subject of any pending  legal  proceedings  to the
knowledge of  management,  nor is there any presently  contemplated  against the
Company by any federal,  state,  or local  government  agency.  Further,  to the
knowledge  of  management,  no director or  executive  officer is a party to any
action in which his interest is adverse to the Company.

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

     No matter was  submitted  to a vote of our  shareholders  during the fourth
quarter of the year ended December 31, 2009.

                                       16
<PAGE>
                                     PART II

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

MARKET INFORMATION

     The  Company's  Common  Stock is not  trading  on any stock  exchange.  The
Company is not aware of any market activity in its stock since its inception and
through the date of this  filing.  There is no assurance  that a trading  market
will ever develop or, if such a market does develop, that it will continue.

     The  Securities  and  Exchange  Commission  has  adopted  Rule 15g-9  which
establishes  the definition of a "penny stock," for purposes  relevant to us, as
any equity security that has a market price of less than $5.00 per share or with
an exercise price of less than $5.00 per share,  subject to certain  exceptions.
For any transaction  involving a penny stock,  unless exempt, the rules require:
(i) that a broker or dealer approve a person's account for transactions in penny
stocks  and (ii) the  broker  or  dealer  receive  from the  investor  a written
agreement  to the  transaction,  setting  forth the identity and quantity of the
penny  stock to be  purchased.  In order  to  approve  a  person's  account  for
transactions  in penny  stocks,  the broker or dealer must (i) obtain  financial
information  and investment  experience  and objectives of the person;  and (ii)
make a  reasonable  determination  that the  transactions  in penny  stocks  are
suitable for that person and that person has sufficient knowledge and experience
in financial  matters to be capable of evaluating the risks of  transactions  in
penny stocks.  The broker or dealer must also deliver,  prior to any transaction
in a penny stock, a disclosure  schedule prepared by the Commission  relating to
the penny stock market,  which,  in highlight  form, (i) sets forth the basis on
which the broker or dealer made the suitability  determination and (ii) that the
broker or dealer received a signed, written agreement from the investor prior to
the transaction.  Disclosure also has to be made about the risks of investing in
penny  stocks in both  public  offerings  and in  secondary  trading,  and about
commissions payable to both the broker-dealer and the registered representative,
current  quotations for the securities and the rights and remedies  available to
an  investor  in cases of fraud in penny stock  transactions.  Finally,  monthly
statements  have to be sent  disclosing  recent price  information for the penny
stock held in the account and information on the limited market in penny stocks.

HOLDERS

     As of March 3, 2010,  there was one  shareholder of record of the Company's
Common Stock.

DIVIDENDS

     The Company has not declared any cash  dividends with respect to its common
stock or preferred  stock since October 8, 2008, the date of our  incorporation,
and does not intend to declare dividends in the foreseeable future. There are no
material restrictions limiting or that are likely to limit the Company's ability
to pay dividends on its outstanding securities.

                                       17
<PAGE>
RECENT ISSUANCE OF UNREGISTERED SECURITIES

     Since  October 8, 2008,  the date of our  incorporation,  the  Company  has
issued the following securities without registration under the Securities Act of
1933: 25,000,000 shares of our Common Stock was issued to David W. Keaveney, our
President,  in exchange for  incorporation  fees and annual resident fees in the
State of Delaware,  developing our business concept and plan,  auditing fees and
for  covering  the  costs of  preparing  and  filing  our  Form 10  registration
statement with the SEC.

      Management  believes the above shares of common stock were issued pursuant
to the exemption from  registration  under Section 4(2) of the Securities Act of
1933, as amended, because:

     *    None of these issuances involved underwriters,  underwriting discounts
          or commissions;
     *    We placed restrictive legends on all certificates issued;
     *    No sales were made by general solicitation or advertising;
     *    Sales were made only to accredited investors

     In connection with the above transaction,  we provided the following to the
investor:

     *    Access to all our books and records.
     *    Access  to  all  material  contracts  and  documents  relating  to our
          operations.
     *    The opportunity to obtain any additional information, to the extent we
          possessed  such  information,  necessary to verify the accuracy of the
          information to which the investors were given access.

     The  Company's  Board of Directors has the power to issue any or all of the
authorized but unissued Common Stock without stockholder  approval.  The Company
currently has no commitments to issue any shares of common stock.  However,  the
Company will, in all likelihood, issue a substantial number of additional shares
in connection  with a business  combination.  Since the Company expects to issue
additional  shares of common stock in  connection  with a business  combination,
existing  stockholders  of the Company may  experience  substantial  dilution in
their  shares.   However,  it  is  impossible  to  predict  whether  a  business
combination will ultimately result in dilution to existing shareholders.  If the
target has a relatively weak balance sheet, a business combination may result in
significant  dilution.  If a target has a relatively strong balance sheet, there
may be little or no dilution.

PURCHASES OF ISSUER'S EQUITY SECURITIES

     We have never repurchased any of our outstanding securities.

ITEM 6. SELECTED FINANCIAL DATA.

     Not applicable.

                                       18
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION.

GENERAL

     The Company was  incorporated  in the State of Delaware on October 8, 2008.
The  Company  has  been  in the  developmental  stage  since  inception  and has
conducted  virtually  no  business  operations.  The  Company  has no  full-time
employees and owns no real estate or personal  property.  The Company was formed
as a  vehicle  to  pursue a  business  combination  and has made no  efforts  to
identify a possible  business  combination.  As a result,  the  Company  has not
conducted  negotiations or entered into a letter of intent concerning any target
business.  The business purpose of the Company is to seek the acquisition of, or
merger with, an existing  company.  We have no cash. The  Independent  Auditor's
Report to our financial  statements for the fiscal year ended December 31, 2009,
included in this Form 10-K,  indicates  that there are a number of factors  that
raise substantial  doubt about our ability to continue as a going concern.  Such
doubts  identified  in the  report  include  the  fact  (i)  that  we  have  not
established  any source of revenue to cover our  operating  costs;  (ii) that we
will engage in very limited  activities  without  incurring any liabilities that
must be  satisfied  in cash until a source of funding is secured;  (iii) that we
will offer noncash  consideration  and seek equity lines as a means of financing
our operations; (iv) that if we are unable to obtain revenue producing contracts
or  financing or if the revenue or  financing  we do obtain is  insufficient  to
cover any  operating  losses  we may  incur,  we may  substantially  curtail  or
terminate our operations or seek other business  opportunities through strategic
alliances,  acquisitions or other  arrangements that may dilute the interests of
existing stockholders.

     The  Company  has  registered  its Common  Stock on a Form 10  registration
statement filed pursuant to the Securities Exchange Act of 1934 ("Exchange Act")
and  Rule  12(g)  promulgated  thereunder.  The  Company  files  with  the  U.S.
Securities  and Exchange  Commission  periodic  reports  under Rule 13(a) of the
Exchange Act,  including  quarterly  reports on Form 10-Q and annual  reports on
Form 10-K.

     The  Company  was formed to engage in a merger  with or  acquisition  of an
unidentified  private  company,  which  desires to become a  reporting  (public)
company  whose  securities  are  qualified  for  trading  in the  United  States
secondary  market.  The Company  meets the  definition  of a blank check company
contained in Section  7(b)(3) of the  Securities  Act of 1933,  as amended.  The
Company believes that there are perceived  benefits to being a reporting company
with a class of  publicly-traded  securities  which may be attractive to foreign
and domestic private companies.

These benefits are commonly thought to include:

     1.   the ability to use registered  shares to make acquisition of assets or
          businesses;
     2.   increased visibility in the financial community;
     3.   the facilitation of borrowing from financial institutions;
     4.   improved trading efficiency;
     5.   shareholder liquidity;
     6.   greater ease in subsequently raising capital;
     7.   compensation  of key  employees  through  options  for stock for which
          there is a public market;
     8.   enhanced corporate image; and,
     9.   a presence in the United States capital market.

                                       19
<PAGE>
     A private company,  which may be interested in a business  combination with
the Company, may include the following:

     1.   a company for which a primary purpose of becoming public is the use of
          its securities for the acquisition of assets or businesses;
     2.   a company which is unable to find an  underwriter of its securities or
          is unable to find an underwriter of securities on terms  acceptable to
          it;
     3.   a company  which  wishes to become  public  with less  dilution of its
          Common Stock than would occur normally upon an underwriting;
     4.   a company  which  believes  that it will be able to obtain  investment
          capital on more favorable terms after it has become public;
     5.   a foreign  company  which may wish an  initial  entry  into the United
          States securities market;
     6.   a special situation company, such as a company seeking a public market
          to satisfy  redemption  requirements  under a qualified Employee Stock
          Option Plan; and,
     7.   a company seeking one or more of the other benefits believed to attach
          to a public company.

     The Company is authorized to enter into a definitive  agreement with a wide
variety  of  private  businesses  without  limitation  as to their  industry  or
revenues. It is not possible at this time to predict with which private company,
if any, the Company  will enter into a definitive  agreement or what will be the
industry, operating history, revenues, future prospects or other characteristics
of that company.

     As of the date  hereof,  management  of the  Company has not made any final
decision for a business combination with any private corporations,  partnerships
or sole  proprietorships.  When any such  agreement is reached or other material
fact  occurs,  the Company  will file notice of such  agreement or fact with the
U.S.  Securities and Exchange  Commission on Form 8-K. Persons reading this Form
10-K are advised to see if the Company has subsequently filed a Form 8-K.

     There is presently no trading market for the Company's  common stock and no
market may ever exist for the Company's common stock. The Company plans to apply
for a  corporate  CUSIP  Bureau  Number  for  its  common  stock  and to  assist
broker-dealers in complying with Rule 15c2-11 of the Securities  Exchange Act of
1934, as amended,  so that such brokers can trade the Company's  common stock in
the Over-The-Counter Electronic Bulletin Board ("OTC Bulletin Board" or "OTCBB")
after the Company is no longer  classified as a "BLANK CHECK" or shell  company,
as defined  by the U.S.  Securities  and  Exchange  Commission.  There can be no
assurance to investors that any  broker-dealer  will actually file the materials
required in order for such OTC Bulletin Board trading to proceed.

     The U.S.  Securities and Exchange  Commission has adopted a rule (Rule 419)
which defines a blank-check company as (i) a development stage company,  that is
(ii)  offering  penny stock,  as defined by Rule  3a51-1,  and (iii) that has no
specific  business  plan or purpose or has  indicated  that its business plan is
engage in a merger or acquisition with an unidentified company or companies.

                                       20
<PAGE>
BUSINESS COMBINATION

     The Company will attempt to locate and negotiate with a business entity for
the combination of that target company with the Company.  The  combination  will
normally take the form of a merger, stock-for-stock exchange or stock-for-assets
exchange  ("business  combination").  In most  instances the target company will
wish to structure  the business  combination  to be within the  definition  of a
tax-free reorganization under Section 351 or Section 368 of the Internal Revenue
Code of 1986, as amended.  No  assurances  can be given that the Company will be
successful in locating or negotiating with any target business.

     The  Company  has  not  restricted  its  search  for any  specific  kind of
businesses,  and it may  acquire  a  business,  which is in its  preliminary  or
development stage, which is already in operation, or in essentially any stage of
its business  life.  It is  impossible  to predict the status of any business in
which the Company may become  engaged,  in that such  business  may need to seek
additional  capital,  may desire to have its shares publicly traded, or may seek
other perceived advantages which the Company may offer.

     In  implementing  a structure for a particular  business  acquisition,  the
Company  may become a party to a merger,  consolidation,  reorganization,  joint
venture, or licensing agreement with another corporation or entity.

     It  is  anticipated  that  any  securities  issued  in  any  such  business
combination would be issued in reliance upon exemption from  registration  under
applicable federal and state securities laws. In some circumstances, however, as
a negotiated  element of its transaction,  the Company may agree to register all
or a part of such securities immediately after the transaction is consummated or
at  specified  times  thereafter.  If  such  registration  occurs,  it  will  be
undertaken  by the  surviving  entity  after the  Company  has  entered  into an
agreement for a business combination or has consummated a business  combination.
The issuance of additional  securities and their potential sale into any trading
market  which may  develop in the  Company's  securities  may depress the market
value of the Company's  securities in the future if such a market  develops,  of
which there is no assurance.

     The  Company  will  participate  in a business  combination  only after the
negotiation and execution of appropriate agreements.  Negotiations with a target
company will likely  focus on the  percentage  of the Company,  which the target
company shareholders would acquire in exchange for their shareholdings.

     Although the terms of such agreements  cannot be predicted,  generally such
agreements  will require certain  representations  and warranties of the parties
thereto,  will  specify  certain  events of  default,  will  detail the terms of
closing and the  conditions  which must be satisfied by the parties prior to and
after such closing and will  include  miscellaneous  other terms.  Any merger or
acquisition  effected  by the  Company  can be  expected  to have a  significant
dilution  effect on the percentage of shares held by the Company's  shareholders
at such time.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     Our financial  statements and supplementary  data may be found beginning at
page F-1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

     Not applicable.

                                       21
<PAGE>
ITEM 9A. CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

      David W.  Keaveney,  our  Chief  Executive  Officer  and  Chief  Financial
Officer,  conducted  an  evaluation  of  the  effectiveness  of the  design  and
operation  of our  disclosure  controls  and  procedures.  The term  "disclosure
controls and  procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities and Exchange Act of 1934, as amended ("Exchange Act"), means controls
and other  procedures of a company that are designed to ensure that  information
required to be disclosed by the company in the reports it files or submits under
the Exchange Act is recorded,  processed,  summarized  and reported,  within the
time periods  specified in the  Securities and Exchange  Commission's  rules and
forms.  Disclosure  controls and procedures  also include,  without  limitation,
controls  and  procedures  designed  to ensure that  information  required to be
disclosed  by a  company  in the  reports  that it files or  submits  under  the
Exchange  Act is  accumulated  and  communicated  to the  company's  management,
including its principal executive and principal  financial officers,  or persons
performing  similar  functions,  as  appropriate,   to  allow  timely  decisions
regarding  required  disclosure.  Based on this evaluation,  our Chief Executive
Officer and Chief Financial  Officer  concluded as of December 31, 2009 that our
disclosure  controls and procedures have been improved and were effective at the
reasonable  assurance  level in our internal  controls over financial  reporting
discussed immediately below.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

     Our management is responsible for  establishing  and  maintaining  adequate
internal  control over  financial  reporting as defined in Rules  13a-15(f)  and
15d-15(f) under the Exchange Act. Our internal control over financial  reporting
is  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.  Our
internal control over financial reporting includes those policies and procedures
that:

     (1)  pertain  to the  maintenance  of  records  that in  reasonable  detail
          accurately and fairly reflect the transactions and dispositions of our
          assets;
     (2)  provide  reasonable   assurance  that  transactions  are  recorded  as
          necessary to permit preparation of financial  statements in accordance
          with U.S. GAAP, and that our receipts and  expenditures are being made
          only in  accordance  with  the  authorization  of our  management  and
          directors; and
     (3)  provide reasonable  assurance regarding prevention or timely detection
          of  unauthorized  acquisition,  use or  disposition of our assets that
          could have a material effect on the financial statements.

     Because  of its  inherent  limitations,  internal  control  over  financial
reporting  may not prevent or detect  misstatements.  Also,  projections  of any
evaluation  of  effectiveness  to future  periods  are  subject to the risk that
controls may become  inadequate  because of changes in  conditions,  or that the
degree of compliance with the policies or procedures may deteriorate.

     Management   assessed  the  effectiveness  of  our  internal  control  over
financial  reporting  as of  December  31,  2009.  In  making  this  assessment,
management  used  the  framework  set  forth  in the  report  entitled  Internal
Control--Integrated   Framework   issued   by  the   Committee   of   Sponsoring
Organizations of the Treadway Commission, or COSO. The COSO framework summarizes
each of the components of a company's internal control system, including (i) the
control  environment,  (ii) risk  assessment,  (iii)  control  activities,  (iv)

                                       22
<PAGE>
information and communication,  and (v) monitoring.  This annual report does not
include an attestation report of our registered public accounting firm regarding
internal control over financial  reporting.  Management's report was not subject
to attestation by our registered  public  accounting  firm pursuant to temporary
rules of the Securities and Exchange  Commission that permits us to provide only
management's report in this annual report.

     We did not have  effective  comprehensive  entity-level  internal  controls
specific to the structure of our board of directors and organization of critical
committees.  Due to our  expected  expansion,  as  disclosed  in this Form 10-K,
without  correcting this  significant  deficiency and ensuring that our board of
directors has the proper oversight and committees are properly established,  the
control environment in subsequent years may not be effective.

     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.

ITEM 9B. OTHER INFORMATION.

     Not applicable.

                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

     Our  executive  officers are elected by the board of directors and serve at
the discretion of the board, subject to employment and/or consulting agreements,
if any,  described in Item 11, below.  All of the current  directors serve until
the next annual  shareholders'  meeting or until their successors have been duly
elected  and  qualified.  The  following  table sets forth  certain  information
regarding our current directors and executive officers:

IDENTITY OF DIRECTORS AND EXECUTIVE OFFICERS AS OF MARCH 3, 2010

<TABLE>
<CAPTION>
                          Director
Name                       Since             Age                      Position *
----                       -----             ---                      ----------
<S>                     <C>                  <C>       <C>
David W. Keaveney    October 8, 2008         40        President, Chief Executive Officer, Chief
                                                       Financial Officer, Secretary, Treasurer
                                                       and Director
</TABLE>

----------
*    All Company  officers serve at the pleasure of the Board of Directors.  All
     current members of the Board of Directors will serve as such until the next
     annual meeting of stockholders or until their successors are duly elected.

                                       23
<PAGE>
     DAVID KEAVENEY has been the President,  Chief Financial Officer,  Secretary
and Director of Meiguo  Acquisition  Corp.,  a Delaware  corporation,  since its
inception on October 8, 2008.  Mr.  Keaveney  served as the  President and Chief
Executive   Officer  of  Motorsports   Emporium,   Inc.   (currently   known  as
International  Building  Technologies Group, Inc., Symbol:  INBG) from September
25, 2004 until his  resignation  on April 16, 2007.  Mr.  Keaveney has nearly 20
years of  finance  and  investment  experience,  spending  the past  four  years
rehabilitating public companies.  For over ten years, Mr. Keaveney has consulted
many entrepreneurial companies on business development, corporate restructuring,
reorganization,  and debt  restructuring.  Mr.  Keaveney  began his  career as a
licensed  National   Association  of  Securities  Dealers  Series  7  Registered
Representative.  Mr. Keaveney studied Finance and Economics at Harvard,  but has
not  received  a degree  from  Harvard.  He  received  a  mini-MBA  from  Loyola
University,  earned CPD course  work from  Wharton,  and is  currently  studying
Mandarin  Chinese.  From April 2008, until November 2009, Mr. Keaveney served as
the President and director of Axia Group, Inc., a publicly held company (Symbol:
AGIJ). Since March 2009, Mr. Keaveney has served as the President and a director
of HIRU  Corporation,  a privately held Nevada  corporation  (not to be confused
with HIRU  Corporation,  a  publicly  held  Georgia  corporation,  with whom Mr.
Keaveney has no connection).  Mr. Keaveney is the Managing Member of Shareholder
Advocates, LLC, a privately held Arizona limited liability company.

DIRECTORSHIPS

     No  Director  of the  Company  or  person  nominated  or chosen to become a
Director holds any other  directorship in any company with a class of securities
registered pursuant to Section 12 of the 1934 Act or subject to the requirements
of Section  15(d) of such Act or any other  company  registered as an investment
company under the Investment Company Act of 1940.

SIGNIFICANT EMPLOYEES

     No other significant employees exist.

FAMILY RELATIONSHIPS

     There are no family relationships  between any officer,  director or person
who will be nominated to serve on our Board of Directors.

COMPENSATION OF DIRECTORS

     Since our  inception  on  October  8,  2008,  we have not  compensated  our
Directors for serving on our Board of Directors.

     There are no arrangements or understandings between any of the directors or
executive  officers,  or any other person or person  pursuant to which they were
selected as directors and/or officers.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

     During the past five  years,  no  present  director,  executive  officer or
person nominated to become a director or an executive officer of the Company:

     1.   had a  petition  under  the  federal  bankruptcy  laws  or  any  state
          insolvency  law filed by or against,  or a receiver,  fiscal  agent or
          similar  officer  appointed by a court for the business or property of
          such person,  or any  partnership in which he was a general partner at

                                       24
<PAGE>
          or within two years before the time of such filing, or any corporation
          or business  association  of which he was an  executive  officer at or
          within two years before the time of such filing;
     2.   was  convicted  in a  criminal  proceeding  or  subject  to a  pending
          criminal  proceeding  (excluding  traffic  violations  and other minor
          offenses);
     3.   was  subject  to any  order,  judgment  or  decree,  not  subsequently
          reversed,   suspended   or   vacated,   of  any  court  of   competent
          jurisdiction,   permanently  or  temporarily  enjoining  him  from  or
          otherwise limiting his involvement in any of the following activities:

          (i)  Acting  as a futures  commission  merchant,  introducing  broker,
               commodity trading advisor, commodity pool operator, floor broker,
               leverage transaction merchant,  any other person regulated by the
               Commodity Futures Trading Commission,  or an associated person of
               any of the foregoing,  or as an investment adviser,  underwriter,
               broker or  dealer  in  securities,  or as an  affiliated  person,
               director or employee of any investment company, bank, savings and
               loan  association  or  insurance  company,   or  engaging  in  or
               continuing  any  conduct  or  practice  in  connection  with such
               activity;
          (ii) Engaging in any type of business practice; or
          (iii)Engaging in any activity in connection  with the purchase or sale
               of any security or commodity or in connection  with any violation
               of federal or state securities laws or federal  commodities laws;
               or

     4.   was the  subject of any order,  judgment or decree,  not  subsequently
          reversed,  suspended  or  vacated,  of an federal  or state  authority
          barring,  suspending  or otherwise  limiting for more than 60 days the
          right of such person to engage in any activity  described in paragraph
          (3) (i),  above,  or to be associated with persons engaged in any such
          activity; or

     5.   was found by a court of competent  jurisdiction  (in a civil  action),
          the  Securities  and  Exchange  Commission  or the  Commodity  Futures
          Trading  Commission to have violated a federal or state  securities or
          commodities  law, and for which the  judgment  has not been  reversed,
          suspended or vacated.

AUDIT COMMITTEE FINANCIAL EXPERT AND IDENTIFICATION OF AUDIT COMMITTEE

     Our board of directors acts as our audit committee.  No member of our board
of directors is an "audit committee  financial  expert," as that term is defined
in Item 401(e) of Regulation S-K  promulgated  under the Securities Act of 1933,
as amended.  Our board of directors  concluded that the benefits of retaining an
individual  who  qualifies as an "audit  committee  financial  expert"  would be
outweighed by the costs of retaining such a person.

SECTION 16 (a) BENEFICIAL OWNERSHIP COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive  officers,  directors and persons who own more than ten percent of the
Company's Common Stock, to file initial reports of beneficial  ownership on Form
3,  changes  in  beneficial  ownership  on  Form 4 and an  annual  statement  of
beneficial ownership on Form 5, with the SEC. Such executive officers, directors
and greater than ten percent  shareholders  are required by SEC rules to furnish
the Company with copies of all such forms that they have filed.

                                       25
<PAGE>
     Based  on our  review  of the  copies  of such  forms  filed  with  the SEC
electronically,  received  by  the  Company  and  representations  from  certain
reporting  persons,  the  Company  believes  that  during the fiscal  year ended
December 31, 2009,  all the  officers,  directors  and more than 10%  beneficial
owners have complied with the above described filing requirements.

CODE OF BUSINESS CONDUCT AND ETHICS

     The Company has adopted a Code of Business Conduct and Ethics applicable to
its employees and officers, including its principal executive officer, principal
financial  officer,  principal  accounting  officer or controller  and any other
persons performing  similar  functions.  The Code of Business Conduct and Ethics
will be  provided  free of charge by the  Company  to  interested  parties  upon
request.  Requests  should be made in writing and directed to the Company at the
following address:  28248 North Tatum Blvd., Suite B-1-434,  Cave Creek, Arizona
85331. A copy of the Code of Business  Conduct and Ethics is attached as Exhibit
14 to this Annual Report on Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION.

     David Keaveney,  the Company's sole officer and director,  has not received
any  compensation  for his services  rendered to the Company since  inception on
October 8,  2008,  has not  received  such  compensation  in the past and is not
accruing  any  compensation  pursuant  to any  agreement  with the  Company.  No
remuneration of any nature has been paid for or on account of services  rendered
by a director in such capacity.  The Company's sole officer and director  intend
to devote no more than a few hours a week to our affairs.  However, Mr. Keaveney
paid certain formation  expenses related to the incorporation of the Company and
contributed  time to such  formation  and in developing  the Company's  business
plan.  The board of directors  (consisting  solely of Mr.  Keaveney)  valued the
formation  expenses  and  services  at $2,500  and issued  25,000,000  shares of
restricted  common stock as founders shares to Mr. Keaveney.  To the extent that
the  formation  expenses were less than $2,500,  then Mr.  Keaveney is deemed to
have received compensation for such difference.

     Mr.  Keaveney  will not  receive  any  finder's  fee,  either  directly  or
indirectly,  as a result of his efforts to implement the Company's business plan
outlined herein.

     It is possible that, after the Company successfully  consummates a business
combination  with an  unaffiliated  entity,  that entity may desire to employ or
retain  one or a  number  of  members  of our  management  for the  purposes  of
providing services to the surviving entity.  However,  the Company has adopted a
policy  whereby  the offer of any  post-transaction  employment  to  members  of
management will not be a consideration  in our decision whether to undertake any
proposed transaction.

     No retirement,  pension, profit sharing, stock option or insurance programs
or other  similar  programs  have been adopted by the Company for the benefit of
its employees.

     There  are no  understandings  or  agreements  regarding  compensation  our
management  will  receive  after a business  combination  that is required to be
included in this table, or otherwise.

EMPLOYMENT CONTRACTS

     We do not have any employment agreements.

                                       26
<PAGE>
     *    Participation in group life,  hospitalization or disability  insurance
          programs, health programs,  pension plan similar benefit plan or other
          "fringe benefits" of the Company;
     *    An annual incentive bonus in an amount not less than 1.8% of the total
          collected sales amount from operations of the Company,  payable within
          30 days after the end of each  fiscal  year during the term of his new
          Employment Agreement; and
     *    Other  incentive  bonus  in  an  amount  deemed   appropriate  by  the
          Compensation  Committee of the Company (when constituted),  subject to
          review every six months.

COMPENSATION DISCUSSION AND ANALYSIS

     We have  prepared the  following  Compensation  Discussion  and Analysis to
provide you with  information  that we believe is  necessary to  understand  our
executive compensation policies and decisions as they relate to the compensation
of our named executive officers.

     We have only two  members on our board of  directors  and do not  currently
have a  compensation  committee.  However,  we  intend  to  expand  our board of
directors  in the near  future  by  appointing  or  electing  at  least  two new
directors  who will be deemed  to be  independent  directors.  The  presence  of
independent  directors  on our  board  of  directors  will  allow us to form and
constitute a compensation committee of our board of directors.

     The  primary  objectives  of the  compensation  committee  with  respect to
executive  compensation  will be to (i)  attract  and retain  the best  possible
executive  talent  available  to us; (ii)  motivate  our  executive  officers to
enhance our growth and profitability and increase  shareholder  value; and (iii)
reward superior  performance and  contributions  to the achievement of corporate
objectives.

     The focus of our  executive  pay  strategy  will be to tie  short-term  and
long-term cash and equity incentives to the achievement of measurable  corporate
and  individual  performance  objectives  or benchmarks  and to align  executive
compensation with the creation and enhancement of shareholder value. In order to
achieve  these  objectives,  our  compensation  committee  will be  tasked  with
developing  and  maintaining  a  transparent  compensation  plan that will tie a
substantial  portion  of our  executives'  overall  compensation  to our  sales,
operational efficiencies and profitability.

     Our board of directors has not set any performance objectives or benchmarks
for 2010, as it intends for those  objectives and benchmarks to be determined by
the  compensation  committee  once it is  constituted  and then  approved by the
board.   However,   we  anticipate  that  compensation   benefits  will  include
competitive  salaries,  bonuses (cash and equity  based),  health  insurance and
stock option plans.

     Our compensation  committee will meet at least quarterly to assess the cost
and effectiveness of each executive benefit and the performance of our executive
officers in light of our revenues, expenses and profits.

OTHER CONTRACTS

     None.

                                       27
<PAGE>
OPTION/SAR GRANTS TABLE

     There were no stock  options/SARS  granted under the Company's stock option
plans to executive officers and directors during fiscal 2009 or 2008.

AGGREGATE OPTION/SAR EXERCISES AND FISCAL YEAR-END OPTION/SAR VALUE TABLE

     There were no exercises of stock  options/SAR by executive  officers during
fiscal 2009 or 2008.

LONG-TERM INCENTIVE PLAN AWARDS

     There were no long-term  incentive  plan awards made in the last two fiscal
years.

REPRICING OPTIONS

     During the fiscal year ended December 31, 2009, the Company did not reprice
any stock options.

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

     To our  knowledge,  the  following  table sets forth,  as of March 3, 2010,
information regarding the ownership of our common stock by:

     *    Persons who own more than 5% of our common stock
     *    each of our directors and each of our executive officers; and
     *    all directors and executive officers as a group.

     To the best of our  knowledge,  the  persons  named  have sole  voting  and
investment power with respect to such shares,  except as otherwise noted.  There
are not any pending arrangements that may cause a change in control. However, it
is  anticipated  that there  will be one or more  change of  control,  including
adding members of management,  possibly involving the private sale or redemption
of  our  principal  shareholder's  securities  or  our  issuance  of  additional
securities, at or prior to the closing of a business combination.

     The  information  presented  below  regarding  beneficial  ownership of our
voting  securities has been  presented in accordance  with the rules of the U.S.
Securities  and  Exchange  Commission  and  is  not  necessarily  indicative  of
ownership for any other  purpose.  Under these rules, a person is deemed to be a
"beneficial  owner" of a security if that person has or shares the power to vote
or direct  the  voting of the  security  or the power to  dispose  or direct the
disposition of the security. A person is deemed to own beneficially any security
as to which  such  person  has the right to  acquire  sole or  shared  voting or
investment  power  within 60 days  through  the  conversion  or  exercise of any
convertible security,  warrant,  option or other right. More than one person may
be deemed to be a beneficial  owner of the same  securities.  The  percentage of
beneficial  ownership by any person as of a  particular  date is  calculated  by
dividing the number of shares beneficially owned by such person,  which includes
the number of shares as to which such person has the right to acquire  voting or

                                       28
<PAGE>
investment power within 60 days, by the sum of the number of shares  outstanding
as of such date plus the number of shares as to which such  person has the right
to  acquire  voting  or  investment  power  within  60 days.  Consequently,  the
denominator  used for  calculating  such  percentage  may be different  for each
beneficial  owner.  Except as  otherwise  indicated  below,  we believe that the
beneficial  owners  of our  common  stock  listed  below  have sole  voting  and
investment power with respect to the shares shown.

                                       Amount and Nature of           Percentage
Name and Address                       Beneficial Ownership            of Class
----------------                       --------------------            --------

David Keaveney (1)                         25,000,000                    100%
28248 North Tatum, Ste. B-1-434
Cave Creek, Arizona 85331

All Officers and Directors
 as a group (1 person)                     25,000,000                    100%

----------
(1)  David Keaveney is President,  Chief Financial  Officer,  Secretary and sole
     director  of Meiguo  Acquisition  Corp.  Mr.  Keaveney  provided  $2,500 in
     services  and out of pocket  expenses  to form the  Company and develop our
     business plan.

     The above table is based upon  information  derived from our stock records.
We believe that each of the shareholders  named in this table has sole or shared
voting and investment power with respect to the shares indicated as beneficially
owned;  except  as set  forth  above,  applicable  percentages  are  based  upon
25,000,000 shares of common stock outstanding.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS:  None.

     There  are  no  arrangements  or  understandings  among  the  entities  and
individuals  referenced above or their respective associates concerning election
of directors or other any other matters which may require shareholder approval.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
         INDEPENDENCE.

     On October 8, 2008 (inception),  the Company issued  25,000,000  restricted
shares of its common stock to David Keaveney in exchange for incorporation fees,
annual  resident agent fees in the State of Delaware and developing our business
concept and plan. All shares were  considered  issued at their par value ($.0001
per share). See Item 10, "Recent Sales of Unregistered Securities." With respect
to the  sales  made  to our  single  stockholder,  the  Company  relied  upon an
exemption from registration under Section 4(2) of the Securities Act of 1933, as
amended ("Securities Act").

     David  Keaveney,  the  Company's  sole officer and  director,  has paid all
expenses incurred by the Company,  which include only resident agent fees, basic
state and local fees and taxes and costs  related to filing our Form 10 and Form
10-K with the SEC. On a going forward basis, Mr. Keaveney has verbally committed
to taking  responsibility  for all expenses  incurred by the Company through the
date of  completion of a business  transaction  described in Item 1 of this Form
10-K.  Therefore,  the Company will not have any expenses until the consummation
of a transaction.

                                       29
<PAGE>
     We utilize the office  space and  equipment  of David  Keaveney at no cost.
Management estimates such amounts to be immaterial.

     Except as  otherwise  indicated  herein,  there have been no related  party
transactions,  or  any  other  transactions  or  relationships  required  to  be
disclosed pursuant to Item 404 of Regulation S-K.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

INDEPENDENT PUBLIC ACCOUNTANTS

        The  Company has renewed  the  engagement  of Stan J. H. Lee,  Certified
Public Accountant,  to serve as the independent  accounting firm responsible for
auditing our financial statements for the fiscal year ended December 31, 2009.

     (1) Audit  Fees.  During  the fiscal  year ended  December  31,  2009,  the
aggregate fees billed by the Company's  auditors,  for services rendered for the
audit of our annual financial statements and for services provided in connection
with the statutory and regulatory  filings or engagements  for 2009, was $1,250.
During the fiscal year ended December 31, 2008, the aggregate fees billed by the
Company's auditors,  for services rendered for the audit of our annual financial
statements  and for  services  provided in  connection  with the  statutory  and
regulatory filings was $-0-.

     (2)  Audit-Related  Fees.  During fiscal years ended  December 31, 2009 and
2008, our auditors did not receive any fees for any audit-related services other
than as set forth in paragraph (1), above.

     (3) Tax Fees. Our auditors did not provide tax compliance,  tax advice,  or
tax planning advice during the fiscal years ended December 31, 2009 and 2008.

     (4) All Other Fees. None.

     (5) Audit Committee's Pre-Approval Policies and Procedures.

     Effective May 6, 2003, the Securities and Exchange Commission adopted rules
that require that before  Principal  Accountants are engaged by us to render any
auditing or permitted non-audit related service, the engagement be:

     *    approved by our audit committee (which consists of our entire board of
          directors); or
     *    entered  into  pursuant  to   pre-approval   policies  and  procedures
          established  by the board of  directors,  provided  the  policies  and
          procedures  are detailed as to the  particular  service,  the board of
          directors  is  informed  of  each  service,   and  such  policies  and
          procedures  do not  include  delegation  of the  board  of  directors'
          responsibilities to management.

     We  do  not  have  a  formal  audit  committee.   The  board  of  directors
pre-approves all services provided by our independent auditors. All of the above
services and fees were  reviewed  and approved by the board of directors  either
before or after the respective services were rendered.

     The board of directors has  considered the nature and amount of fees billed
by our  principal  accountants  and believes  that the provision of services for
activities  unrelated to the audit is compatible with  maintaining our principal
accountants' independence.

                                       30
<PAGE>
     During the 2009 and 2008  fiscal  years,  the  Company  used the  following
pre-approval procedures related to the selection of our independent auditors and
the  services  they  provide:  unanimous  consent of all  directors  via a board
resolution.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a) (1) Financial Statements

        Financial  statements for Meiguo Acquisition Corp. listed in the Index
        to Financial  Statements and Supplementary  Data on page F-1 are filed
        as part of this Annual Report.

(a) (2) Financial Statement Schedule

        Financial  Statement  Schedule for Meiguo  Acquisition Corp. listed in
        the Index to financial  Statements and Supplementary  Data on page F-1
        are filed as part of this Annual Report.

(a) (3) See the "Index to Exhibits" set forth below.

(b) See Exhibit Index below for exhibits required by Item 601 of Regulation S-K.

                                       31
<PAGE>
                                  EXHIBIT INDEX

     List of Exhibits attached or incorporated by reference pursuant to Item 601
of Regulation S-B

Exhibit No.                             Description
-----------                             -----------

3.1*           Certificate of Incorporation filed with the Secretary of State of
               Delaware  on  October  8,  2008  (Exhibit  3.1 to  the  Company's
               registration  Statement on form 10 filed with the  Commission  on
               October 27, 2009).

3.2*           By-laws of the Company (Exhibit 3.2 to the Company's Registration
               Statement  on Form 10 filed with the  Commission  on October  27,
               2009).

14**           Code of Business Conduct and Ethics

21**           Subsidiaries of the Company

31.1**         Certification  of  Principal  Executive  Officer  Pursuant  to 18
               U.S.C. Section 1350

31.2**         Certification  of  Principal  Financial  Officer  Pursuant  to 18
               U.S.C. Section 1350

32.1**         906 Certification of Principal Executive Officer

32.2**         906 Certification of Principal Financial Officer

----------
*  Exhibits incorporated herein by reference. File No. 000-53807.
** Filed herewith

                                       32
<PAGE>
                                   SIGNATURES

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

                                Meiguo Acquisition Corp.


Dated: March 4, 2010                 /s/ David W. Keaveney
                                     -------------------------------------------
                                By:  David W. Keaveney
                                Its: President and Chief Executive Officer

     In accordance  with the  Securities  Exchange Act of 1934,  this report has
been signed below by the following  persons on behalf of the  Registrant  and in
the capacities and on the dates indicated.


Dated: March 4, 2010                 /s/ David W. Keaveney
                                     -------------------------------------------
                                By:  David W. Keaveney
                                Its: President, Chief Executive Officer,
                                     Chief Financial Officer and Director
                                     (Principal Executive Officer and
                                     Principal Financial and Accounting Officer)

                                       33
<PAGE>
                               STAN J.H. LEE, CPA
              2160 North Central Rd Suite 203 * Fort Lee * NJ 07024
                        P.O. Box 436402 * San Ysidro * CA
         92143-9402 619-623-7799 * Fax 619-564-3408 * stan2u@gmail.com


             Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders
of MEIGUO ACQUISITION CORP.

We have audited the accompanying balance sheet of MEIGUO ACQUISITION CORP.( a
Development Stage Enterprise) as of December 31, 2009 and the related statements
of operation, changes in shareholders' equity and cash flows for the fiscal year
then ended and period from October 8, 2008 (inception) to December 31, 2009.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of MEIGUO ACQUISITION CORP. as of
December 31, 2009, and the results of its operation and its cash flows for the
fiscal year ended December 31, 2009 and period from October 8, 2009 (inception)
to December 31, 2009 in conformity with U.S. generally accepted accounting
principles.

The financial statements have been prepared assuming that the Company will
continue as a going concern. As discussed in Note 4 to the financial statements,
the Company's losses from operations raise substantial doubt about its ability
to continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


/s/ Stan J.H. Lee, CPA
-------------------------------
Stan J.H. Lee, CPA
Fort Lee, NJ 07024

February 23, 2010

                                      F-1
<PAGE>
                            MEIGUO ACQUISITION CORP.
                          (A Development Stage Company)
                                  Balance Sheet


                                                                       As of
                                                                    December 31,
                                                                       2009
                                                                     --------
                                   ASSETS

Current assets
  Cash                                                               $     --
                                                                     --------

Total current assets                                                       --
                                                                     --------

      TOTAL ASSETS                                                   $     --
                                                                     ========

                  LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities                                                  $     --
                                                                     --------

Advance from a shareholder                                              1,250
                                                                     --------

Total current liabilities                                               1,250
                                                                     --------

      TOTAL LIABILITIES                                                 1,250
                                                                     --------

Stockholders' equity (deficit)
  Preferred stock, ($.001 par value, 20,000,000
   shares authorized; none issued and outstanding)                         --
  Common stock ($.0001 par value, 250,000,000
   shares authorized; 25,000,000 shares issued and
   outstanding)                                                         2,500
  Deficit accumulated during development stage                         (3,750)
                                                                     --------
Total Stockholders' equity (deficit)                                   (1,250)
                                                                     --------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)             $     --
                                                                     ========


                        See Notes to Financial Statements

                                      F-2
<PAGE>
                             MEIGUO ACQUISITION CORP
                          (A Development Stage Company)
                             Statement of Operations
                                    (audited)


                                            Fiscal Year       Cummulative from
                                               Ended        (October 8, 2008) to
                                            December 31,         December 31,
                                               2009                 2009
                                           ------------         ------------
Revenues
  Revenues                                 $         --         $         --
                                           ------------         ------------
Total revenues                                       --                   --

General & administrative expenses
  Professional fee                                1,250                1,250
  Organization and related expenses                  --                2,500
                                           ------------         ------------
Total general & administrative expenses           1,250                3,750
                                           ------------         ------------

Net loss                                   $     (1,250)        $     (3,750)
                                           ============         ============

Basic loss per share                       $      (0.00)        $      (0.00)
                                           ============         ============

Weighted average number of
 common shares outstanding                   25,000,000           25,000,000
                                           ============         ============


                        See Notes to Financial Statements

                                      F-3
<PAGE>
                             MEIGUO ACQUISITION CORP
                          (A Development Stage Company)
             Statement of Changes in Stockholders' Equity (Deficit)
              From Inception (October 8, 2008) to December 31, 2009

<TABLE>
<CAPTION>
                                                                                       Deficit
                                                                                     Accumulated
                                                           Common      Additional      During           Total
                                              Common       Stock        Paid-in      Development     Stockholders'
                                              Stock        Amount       Capital         Stage           Equity
                                              -----        ------       -------         -----           ------
<S>                                         <C>            <C>           <C>          <C>              <C>
October 8, 2008 (inception)
 Shares issued for services at $.0001
 per share, October 8, 2008                25,000,000     $  2,500      $    --      $        --      $     2,500

Net loss for the fiscal year ended
 December 31, 2008                                                                        (2,500)          (2,500)
                                          -----------     --------      -------      -----------      -----------

Balance, December 31, 2008                 25,000,000     $  2,500      $    --      $    (2,500)     $        --
                                          ===========     ========      =======      ===========      ===========

Net loss for the year ended
 December 31, 2009                                                                        (1,250)          (1,250)
                                          -----------     --------      -------      -----------      -----------

Balance, December 31, 2009                 25,000,000     $  2,500      $    --      $    (3,750)     $    (1,250)
                                          ===========     ========      =======      ===========      ===========
</TABLE>


                        See Notes to Financial Statements

                                      F-4
<PAGE>
                             MEIGUO ACQUISITION CORP
                          (A Development Stage Company)
                             Statement of Cash flows

<TABLE>
<CAPTION>
                                                                  Fiscal Year       Cummulative from
                                                                     Ended        (October 8, 2008) to
                                                                  December 31,         December 31,
                                                                     2009                 2009
                                                                   --------             --------
<S>                                                                <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                                $ (1,250)            $ (3,750)
  Adjustments to reconcile net loss to net
   cash (used) by operating activities
     Stock issued for services                                           --                2,500
                                                                   --------             --------

      Net cash used by operating activities                          (1,250)              (1,250)

CASH FLOWS FROM INVESTING ACTIVITIES

      Net cash provided by (used in) investing activities                --                   --
                                                                   --------             --------
CASH FLOWS FROM FINANCING ACTIVITIES
  Advance from a shareholder                                          1,250                1,250


      Net cash provided by financing activities                       1,250                1,250
                                                                   --------             --------

Net increase (decrease) in cash                                          --                   --

Cash at beginning of period                                              --                   --
                                                                   --------             --------

Cash at end of period                                              $     --             $     --
                                                                   ========             ========
NONCASH INVESTING AND FINANCING ACTIVITIES:
  Common stock issued to founder for services rendered             $  2,500             $  2,500
                                                                   ========             ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Interest paid                                                    $     --             $     --
                                                                   ========             ========

  Income taxes paid                                                $     --             $     --
                                                                   ========             ========
</TABLE>


                        See Notes to Financial Statements

                                      F-5
<PAGE>
                             MEIGUO ACQUISITION CORP
                          (A Development Stage Company)
                          Notes to Financial Statements


NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Meiguo  Acquisition Corp. (the "COMPANY") was incorporated under the laws of the
State of Delaware on October 8, 2008 and has been inactive since inception.  The
Company  intends to serve as a vehicle to effect an asset  acquisition,  merger,
exchange  of capital  stock or other  business  combination  with a domestic  or
foreign business.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION - DEVELOPMENT STAGE COMPANY

The  Company  has not  earned  any  revenue  from  operations  since  inception.
Accordingly,  the  Company's  activities  have been  accounted for as those of a
"DEVELOPMENT STAGE COMPANY" as set forth in Financial Accounting Standards Board
Statement No. 7 ("SFAS 7"). Among the  disclosures  required by SFAS 7, are that
the Company's financial statements be identified as those of a development stage
company,  and that the statements of operations,  stockholders'  equity and cash
flows disclose activity since the date of the Company's  inception.  The Company
has elected a fiscal year ending on December 31.

USE OF ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting  principles  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.  In the  opinion  of  management,  all
adjustments  necessary in order to make the financial  statements not misleading
have been included. Actual results could differ from those estimates.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial  Accounting  Standards No. 107,  "Disclosures  about Fair
Value  of  Financial  Instruments,"  defines  the  fair  value  of  a  financial
instrument as the amount at which the instrument could be exchanged in a current
transaction  between  willing  parties.  The  carrying  values of our  financial
instruments,  which consists of current assets and liabilities  approximate fair
values due to the short-term maturities of such instruments.

CASH EQUIVALENTS

The Company  considers  all highly  liquid  investments  with  maturity of three
months or less when purchased to be cash equivalents.

INCOME TAXES

Income taxes are provided in accordance  with Statement of Financial  Accounting
standards  No. 109 (SFAS 109),  "Accounting  for Income  Taxes".  A deferred tax
asset or liability is recorded for all temporary  differences  between financial
and tax reporting and net operating  loss carry  forwards.  Deferred tax expense
(benefit) results from the net change during the year of deferred tax assets and
liabilities.  Deferred tax assets are reduced by a valuation  allowance when, in
the opinion of  management,  it is more likely than not that some portion of all
of the deferred tax assets will be realized. Deferred tax assets and liabilities
are  adjusted  for the  effects  of changes in tax laws and rates on the date of
enactment. There were no current or deferred income tax expenses or benefits due
to the Company not having any material  operations for period ended December 31,
2009.

                                      F-6
<PAGE>
BASIC EARNINGS (LOSS) PER SHARE

In  February  1997,  the FASB issued SFAS No.  128,"EARNINGS  PER SHARE",  which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for  entities  with  publicly  held common  stock.  SFAS No.128
supersedes the provisions of APB No. 15, and requires the  presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No.128 effective October 7, 2008 (inception).

Basic loss per common share has been calculated  based upon the weighted average
number of common shares  outstanding  during the period in  accordance  with the
Statement of Financial  Accounting  Standards Board Statement No. 128, "Earnings
per Share". Common stock equivalents are not used in the computation of loss per
share as their effect would be antidilutive.

IMPACT OF NEW ACCOUNTING STANDARDS

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

NOTE 3. INCOME TAXES

At December 31, 2009, the Company had a federal  operating loss  carryforward of
$2,500 which begins to expire in 2029.

Components of net deferred tax assets,  including a valuation allowance,  are as
follows at December 31, 2009:

                                                       2009
                                                     --------
          Deferred tax assets:
            Net operating loss carryforward          $  1,313
                                                     --------
                                                        1,313

          Less: Valuation Allowance                    (1,313)
                                                     --------
                                                     $      0
                                                     ========

The  valuation  allowance  for deferred tax assets as of December 31, 2009 was $
1,313.  In  assessing  the  recovery  of the  deferred  tax  assets,  management
considers  whether it is more  likely  than not that some  portion or all of the
deferred tax assets will not be realized.  The ultimate  realization of deferred
tax assets is dependent  upon the  generation  of future  taxable  income in the
periods in which  those  temporary  differences  become  deductible.  Management
considers the scheduled reversals of future deferred tax liabilities,  projected
future taxable income, and tax planning strategies in making this assessment. As
a result,  management  determined  it was more likely than not the  deferred tax
assets  would not be realized  as of  December  31,  2009,  and  recorded a full
valuation allowance.

                                      F-7
<PAGE>
Reconciliation  between the  statutory  rate and the  effective tax rate for the
period ended December 31, 2009 is as follows:

                                                       2009
                                                     --------

          Federal statutory tax rate                    (35.0)%
          Change in valuation allowance                  35.0%
                                                     --------

          Effective tax rate                              0.0%
                                                     ========

NOTE 4. GOING CONCERN

The Company's  financial  statements  are prepared using  accounting  principles
generally accepted in the United States of America applicable to a going concern
that  contemplates  the  realization of assets and liquidation of liabilities in
the normal  course of business.  The Company has not  established  any source of
revenue to cover its  operating  costs.  The Company will engage in very limited
activities  without  incurring  any  liabilities  that must be satisfied in cash
until  a  source  of  funding  is  secured.   The  Company  will  offer  noncash
consideration  and seek equity lines as a means of financing its operations.  If
the Company is unable to obtain revenue  producing  contracts or financing or if
the revenue or financing it does obtain is  insufficient  to cover any operating
losses it may incur, it may substantially curtail or terminate its operations or
seek other business  opportunities through strategic alliances,  acquisitions or
other arrangements that may dilute the interests of existing stockholders.

NOTE 5. ADVANCE FROM A SHAREHOLDER

Shareholder  advances the Company the necessary fund to cover customary  expense
which amounts to $1,250 for the period. Balance of advance from a shareholder as
of December 31, 2009 was $1,250. The advance is non-interest  bearing and has no
fixed maturity.

NOTE 6. SHAREHOLDER'S EQUITY

Upon formation,  the Board of Directors issued 25,000,000 shares of common stock
for  $2,500 in  services  to the  founding  shareholder  of the  Company to fund
organizational start-up costs.

The  stockholders'  equity section of the Company contains the following classes
of capital stock as of December 31, 2009:

     *    Common  stock,  $0.0001  par  value:  250,000,000  shares  authorized;
          25,000,000 shares issued and outstanding.

     *    Preferred stock, $0.001 par value: 20,000,000 shares authorized;  with
          zero (0) shares issued and outstanding.

NOTE 7. SUSBSEQUENT EVENTS

There is no subsequent event to disclose.

                                      F-8