UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





Form 10/K




(Mark One)




x ANNUAL REPORT UNDER SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934




For the fiscal year ended July 31, 2010




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




For the transition period from ______________ to ______________




Commission file number:  000-53758





PB Capital International, Inc.


(Exact name of registrant as specified in its charter)





Delaware

27-0632925(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)c/o Henry Fong

319 Clematis Street, # 703

West Palm Beach, FL

33401(Address of Principal Executive Offices)

(Zip Code)





Registrant’s telephone number, including area code: (561) 514-9042




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




None.






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




Common Stock, $0.0001 par value per share


(Title of Class)







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





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





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


x  Yes    ̈  No





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  ̈  Yes   x No





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


 ̈  Yes   x  No





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





Large accelerated filer  o
Accelerated filer  oNon-accelerated filer  o
Smaller reporting company  x







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





State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.    $0





APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY


PROCEEDINGS DURING THE PRECEDING FIVE YEARS:





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





(APPLICABLE ONLY TO CORPORATE REGISTRANTS)





Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. At October 31, 2010 there were 2,000,000 shares of common stock outstanding.








FORWARD LOOKING STATEMENTS





There are statements in this Annual Report on Form 10-K that are not historical facts. These “forward-looking statements” can be identified by use of terminology such as “believe,” “hope,” “may,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy” and similar expressions. You should be aware that these forward-looking statements are subject to risks and uncertainties that are beyond our control. For a discussion of these risks, you should read this entire Form 10-K carefully, especially the risks discussed under “Risk Factors.” Although management believes that the assumptions underlying the forward looking statements included in this Form 10-K are reasonable, they do not guarantee our future performance, and actual results could differ from those contemplated by these forward looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. In the light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking statements contained in this Form 10-K will in fact transpire. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. We do not undertake any obligation to update or revise any forward-looking statements.





Item 1.   Description of Business





General





PB Capital International, Inc. (“we”, “us”, the “Company” or like terms) was incorporated in the State of Delaware on July 22, 2009.  We are a developmental stage company and have not generated any revenues to date.  We were organized to serve as a vehicle for a business combination through a capital stock exchange, merger, asset acquisition or other similar business combination (a “Business Combination”) with an operating or development stage business (the “Target Business”) which desires to utilize our status as a reporting company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).   Since inception, our business operations have comprised attending to organizational matters, registering our class of common stock under the Exchange Act and identifying and evaluating potential Target Businesses.  We have no full-time employees and do not own or lease any property.





Given that we have no current business operations, that our current assets consist only of cash and that our proposed business contemplates entering into a Business Combination with an operating company, we are a “shell company,” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).  Because we are a "shell" company, the Business Combination we enter into with a Target Business will be deemed to be a "reverse acquisition" or "reverse merger."





We are not presently engaged in, and will not engage in, any substantive commercial business until we consummate a Business Combination, if ever.  We are currently in the process of identifying and evaluating targets for a Business Combination but we do not have any specific Business Combination under consideration.  Our efforts to identify a prospective Target Business are not limited to a particular industry or geographic location.  We will seek to consummate the transaction which is most attractive and provides the greatest opportunity for creating securityholder value.  The determination as to which opportunity is the most attractive will be based on our analysis of a variety of factors, including the terms of the transaction and the perceived quality of the business of the Target Business, among other factors described below.  We believe that the owners of potential Target Businesses may find an acquisition by us to be an easier and less dilutive means to achieve liquidity than an initial public offering or other financing transaction. We cannot assure you that we will be able to identify and attract a Target Business or that we will be able to engage in a transaction on favorable terms or at all.





1








Business of Issuer





The Company, based on proposed business activities, is a “blank check” company. The U.S. Securities and Exchange Commission (the “SEC”) defines those companies as “any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51) of the Exchange Act of 1934, as amended, (the “Exchange Act”) and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies.” Under SEC Rule 12b-2 under the Securities Act of 1933, as amended (the “Securities Act”), the Company also qualifies as a “shell company,” because it has no or nominal assets (other than cash) and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. 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 private company to become a reporting (“public”) company whose securities are qualified for trading in the United States secondary market such as the New York Stock Exchange (NYSE), NASDAQ, NYSE Amex Equities, formerly known as the American Stock Exchange (AMEX), and 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 corporation. The Company’s principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.





We intend to either retain an equity interest (common stock) in any private company we engage in a business combination or we may receive cash and/or a combination of cash and common stock from any private company we complete a business combination with. Our desire is that the value of such consideration paid to us would be beneficial economically to our shareholders though there is no assurance of that happening.





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 subsequently 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 market.




2





Potential Target Companies





A business entity, if any, which may be interested in a business combination with the Company, may include the following:





•
a company for which a primary purpose of becoming public is the use of its securities for the acquisition of assets or businesses;•
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;•
a company which wishes to become public with less dilution of its common stock than would occur upon an underwriting;•
a company which believes that it will be able to obtain investment capital on more favorable terms after it has become public;•
a foreign company which may wish an initial entry into the United States securities market;•
a special situation company, such as a company seeking a public market to satisfy redemption requirements under a qualified Employee 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 the officers and directors of the Company. The Company has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities. In its efforts to analyze potential acquisition targets, the Company will consider the following kinds of factors:





•
Potential for growth, indicated by new technology, anticipated market expansion or new products;•
Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;•
Strength and diversity of management, either in place or scheduled for recruitment;•
Capital requirements and anticipated availability of required funds, to be provided by 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 relevant factors.




3





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 the Company’s limited capital available for investigation, the Company may not discover or adequately evaluate adverse facts about the opportunity to be acquired.




Merger with a Form 10 Blank Check





In order for a company to be listed  on  a  U.S. stock exchange or a quotation  system,  such  company  must  be a 1934 Exchange Act  fully  reporting company. After sixty (60) days of  the initial filing  of  this registration statement, the Company  will become a registered and fully reporting  company  with  the  SEC.


After the consummation of a business combination with an operating company, the surviving company arising  from  such a transaction  will  become  a  reporting  company.  Although an operating company may choose to effect a business combination  with  a  company that is trading on the OTC Bulletin Board in order to become public, purchasing an  OTC  Bulletin  Board  trading  company (“OTC Trading Company”)  is substantially more expensive than purchasing a Form 10 "blank check' company.  Additionally an OTC Trading Company also may


have liabilities or shareholder issues.





Within four (4) business days after the consummation of the business combination transaction between a target operating company and the Company, the surviving company will need to file an extensive Form 8-K in connection with the transaction including Form 10 information of the private operating company.


We believe the aggregate expenses of purchasing a Form 10 blank check company and filing the Form 8-K will  still  be  substantially lower than purchasing an OTC Trading Company and have less risk to the shareholders of such company.  Therefore, the Company believes that a business combination or merger with a Form 10 Blank Check Company would be attractive to a private operating company seeking to become public.





In  addition,  the Company believes there may be other opportunities for business combinations with  a  Form 10 blank check company due to that  some  private company’s  prefer reporting shell entities (such as our Company)  as opposed to non-reporting shell companies.  This may  be a result  of certain factors (however, such factors are merely presumed): (i) the 2008 revisions  to  Rule  144  of  the Securities Act of 1933 as amended, which


limited the application of Rule 144  for  security  holders of a former "shell" company and thus prohibited security holders of a former  "shell"  company from utilizing   Rule   144  to  remove  restrictions  on  transferability  of  such


securities; and (ii) the risks of utilizing non-reporting shells as highlighted by recent enforcement actions by the Securities and Exchange Commission ("SEC”) with respect to `highjacked"  shell companies. Thus, we believe, the opportunity for "blank- check" companies. Management understands that private companies do not require a "blank-check" company for accessing the public equity markets.





Any private company could seek to become public by filing their own registration statement with the SEC and  upon responding  to  any comments of the SEC until same is declared effective.  However, the Company believes it is able to  offer  owners  of target businesses the opportunity to acquire a controlling ownership interest  in a reporting company without the time required to become a reporting company by other means.





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




4





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 (the “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, all prior stockholders would in such circumstances retain 20% or less of the total issued and outstanding shares. Under other circumstances, depending upon the relative negotiating strength of the parties, prior 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.





The present stockholders of the Company will likely not have control of a majority of the voting shares of the Company following a reorganization transaction. As part of such a transaction, all or a majority of the Company’s directors may resign and new directors may be appointed without any vote by 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 rights to dissenting stockholders. Most likely, management will seek to structure any such transaction so as not to require stockholder approval.





We may seek to locate a target company through solicitation. Such solicitation may include, but is not limited to; newspaper or magazine advertisements, mailings and other distributions to law firms, accounting firms, investment bankers, financial advisors and similar persons, the use of one or more web sites and/or similar methods. We may also utilize consultants in the business and financial communities for referrals of potential target companies.





It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore 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.





All such costs for the next twelve (12) months and beyond such time will be paid with money in our treasury, if any, or with additional money contributed by Mr. Henry Fong, our sole director, officer and stockholder, or another source.





The  Company estimates the costs of filing Exchange Act report and costs relating to consummating  an  acquisition for the next twelve (12) months to be as follows: (i) auditor: $5,000;  (ii) attorneys: $5,000; and (iii) financial printing, annual shareholder meeting  and  miscellaneous:  $5,000.  The Company believes it will be able to meet these costs through use of funds advanced to the Company by its sole director and other shareholders, and through deferral of fees by certain service providers.




5





We presently have no employees apart from our management. 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.




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 N.E., Washington, D. C. 20549.  The public my obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www/sec.gov.








Item 1A. Risk Factors.





An investment in the Company is highly speculative in nature and involves a high degree of risk.





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, Henry Fong, our chief executive officer and sole director, may become involved with other blank check companies and conflicts in the pursuit of business combinations with such other blank check companies with which he  may be in the future, 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 businesscombination with a profitable business opportunity. We cannot assure you that we can identify a suitable business opportunity and consummate a business combination.





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.




6





Future success is highly dependent on the ability of our management to locate and attract a suitable acquisition.





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.





Control by management





As of the date of this report, the management of the Company owned approximately 60% of the Company’s outstanding shares. Future investors will own a minority percentage of the Company’s Common Stock and will have no voting rights. Future investors will not have the ability to control a vote of the Company’s Shareholders or Board of Directors, if management controls.





Our stockholders may engage in a transaction to cause the company to repurchase their shares of common stock





In order to provide an interest in the Company to a third party, our stockholders may choose to cause the Company to sell Company securities to third parties, with the proceeds of such sale being utilized by the Company to repurchase shares of common stock held by the stockholders. As a result of such transaction, our management, principal stockholders and Board of Directors may change.





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 officer 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.





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.





7


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 (the “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.





Our stockholders may have a minority interest in the Company following a business combination.





If we enter into a business combination with a company with a value in excess of the value of our Company, and issue shares of our Common Stock to the stockholders of such company as consideration for merging with us, our stockholders will likely own less than 50% of the Company after the business combination. The stockholders of the acquired company would therefore be able to control the election of our board of directors (the “Board of Directors”) and control our Company.





There is currently no trading market for our common stock.





All of the presently 2,125,000 outstanding shares of common stock are “restricted securities” as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. The SEC has adopted final rules amending Rule 144 which became effective on February 15, 2008. These final rules may be found at: www.sec.gov/rules/final/2007/33-8869.pdf. Pursuant to the new Rule 144, one year must elapse from the time a “shell company”, as defined in Rule 405, ceases to be “shell company” and files Form 10information with the SEC, before a restricted shareholder can resell their holdings in reliance on Rule 144. Form 10 information is equivalent to information that a company would be required to file if it were registering a class of securities on Form 10 under the Securities and Exchange Act of 1934 (the “Exchange Act”). Under the amended Rule 144, restricted or unrestricted securities, that were initially issued by a reporting or non-reporting shell company or an Issuer that has at anytime previously a reporting or non-reporting shell company as defined in Rule 405, can only be resold in reliance on Rule 144 if the following conditions are met: (1) the issuer of the securities that was formerly a reporting or non-reporting shell company has ceased to be a shell company; (2) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; (3) the issuer of the securities has filed all reports and material required to be filed under Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve months (or shorter period that the Issuer was required to file such reports and materials), other than Form 8-K reports and (4) at least one year has elapsed from the time the issuer filed the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.





At the present time, the Company is classified as a “shell company” as defined in Rule 12b-2 of the Securities and Exchange Act of 1934. As such, all restricted securities presently held by the founders of the Company may not be resold in reliance on Rule 144 until: (1) the Company files Form 10 information with the SEC when it ceases to be a “shell company”; (2) the Company has filed all reports as required by Section 13 and 15(d) of the Securities Act for twelve consecutive months; and (3) one year has elapsed from the time the Company files the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.





8


There can be no assurance that we will ever meet these conditions and any purchases of our shares are subject to these restrictions on resale. A purchase of our shares may never be available for resale as we cannot be assured we will ever lose our shell company status.





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 insubstantial 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.





9







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 NYSE Amex Equities. 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.  The Company cannot file the application itself to be quoted on the OTC Bulletin Board.  A market maker on our behalf would have to apply for quotation of our securities on the OTC Bulletin Board.  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.





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 achange 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.





We will be deemed a blank check company under Rule 419 of the Securities Act of 1933. In any subsequent offerings, we will have to comply with Rule 419.





If we publicly offer any securities as a condition to the closing of any acquisition or business combination while we are a blank check or shell company, we will have to fully comply with SEC Rule 419 and deposit all funds in escrow pending advice about the proposed transaction to our stockholders fully disclosing all information required by Regulation 14 of the SEC and seeking the vote and agreement of investment of those stockholders to whom such securities were offered; if no response is received from these stockholders within 45 days thereafter or if any stockholder elects not to invest following our advice about the proposed transaction, all funds that must be held in escrow by us under Rule 419, as applicable, will be promptly returned to any such stockholder. All securities issued in any such offering will likewise be deposited in escrow, pending satisfaction of the foregoing conditions. This is only a brief summary of Rule 419.




10


Item 1B. Unresolved Staff Comments






There are no unresolved staff comments.




Item 2. Properties.





The Company neither rents nor owns any properties. The Company utilizes the office space and equipment of its management at no cost. Management estimates such amounts to be immaterial. 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 presently is not a party to, nor is management aware of, any pending, legal proceedings.




Item 4. Removed and reserved.







PART II





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





Market Information





The authorized capital stock of the Company consists of 250,000,000 shares of Common Stock, par value $.0001 per share, of which there are 2,125,000 issued and outstanding, and 20,000,000 shares of Preferred Stock, par value $.0001 per share, of which none have been designated or issued. As of October 31, 2010, there were four (4) record holders of an aggregate of 2,125,000 shares of our Common Stock issued and outstanding. The following summarized the important provisions of the Company’s capital stock.





The Company’s common stock does not trade, nor is it admitted to quotation, on any stock exchange or other trading facility. Management has no present plan, proposal, arrangement or understanding with any person with regard to the development of a trading market in any of our securities. We cannot assure you that a trading market for our common stock will ever develop. The Company has not registered its class of common stock for resale under the blue sky laws of any state and current management does not anticipate doing so. The holders of shares of common stock, and persons who may desire to purchase shares of our common stock in any trading market that might develop in the future, should be aware that significant state blue sky law restrictions may exist which could limit the ability of stockholders to sell their shares and limit potential purchasers from acquiring our common stock.





The Company is not obligated by contract or otherwise to issue any securities and there are no outstanding securities which are convertible into or exchangeable for shares of our common stock.








Shares Available for Future Sale




All outstanding shares of our common stock are “restricted securities,” as that term is defined under Rule 144 promulgated under the Securities Act of 1933, because they were issued in a private transaction not involving a public offering. Accordingly, none of the outstanding shares of our common stock may be resold, transferred, pledged as collateral or otherwise disposed of unless such transaction is registered under the Securities Act of 1933 or an exemption from registration is available. In connection with any transfer of shares of our common stock other than pursuant to an effective registration statement under the Securities Act of 1933, the Company may require the holder to provide to the Company an opinion of counsel to the effect that such transfer does not require registration of such transferred shares under the Securities Act of 1933.




11


Rule 144 is not available for the resale of securities initially issued by companies that are, or previously were, shell companies, like us, unless the following conditions are met:







•
the issuer of the securities that was formerly a shell company has ceased to be a shell company;•
the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934;•
the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and•
at least one year has elapsed from the time that the issuer filed current comprehensive disclosure with the SEC reflecting its status as an entity that is not a shell company.





Neither the Company nor its officer and director has any present plan, proposal, arrangement, understanding or intention of selling any unissued or outstanding shares of common stock in the public market subsequent to a business combination. Nevertheless, in the event that a substantial number of shares of our common stock were to be sold in any public market that may develop for our securities subsequent to a business combination, such sales may adversely affect the price for the sale of the Company’s common stock securities in any such trading market. We cannot predict what effect, if any, market sales of currently restricted shares of common stock or the availability of such shares for sale will have on the market prices prevailing from time to time, if any.





Dividends





The Company has not paid any cash dividends to date and does not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the development of the Company’s business.





Recent Sales of Unregistered Securities.




Since inception, the Company has issued and sold the following securities without the benefit of registration under the Securities Act of 1933, as amended:





Issuances Pursuant to Section 4(2) of the Securities Act of 1933:





On July 27, 2009, the day of its incorporation, the Company issued an aggregate of 2,000,000 restricted shares of its common stock to HF Services, LLC, Barry Hollander and Cresthill Associates, LLC for an aggregate amount of $200, or $0.0001 per share (the par value of the common stock).  The amounts were used to pay for incorporation fees and annual resident agent fees in the State of Delaware.





On August 11, 2009 the Company sold 125,000 restricted shares of its common to Mary Virginia Knight for $1,250 or $0.01 per share.





We relied upon Section 4(2) of the Securities Act of 1933, as amended for the above issuances. We believed that Section 4(2) was available because:





•
None of these issuances involved underwriters, underwriting discounts or commissions;•
We placed restrictive legends on all certificates issued;   12
  •
No sales were made by general solicitation or advertising;•
Sales were made only to accredited investors





In connection with the above transactions, we provided the following to all investors:





•
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.





Item 6. Selected Financial Data.




The information to be furnished under this Item 6 is not required of small reporting issuers.




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





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





The Company does not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with money in our treasury, if any, or with additional money contributed by Henry Fong, our sole director, chief executive officer and majority stockholder, or another source.





During the next 12 months we anticipate incurring costs related to:





(i)
filing of Exchange Act reports, and(ii)
investigating, analyzing and consummating an acquisition.





We believe we will be able to meet these costs through use of funds in our treasury and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors.





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





13


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





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





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





Liquidity and Capital Resources.





At July 31, 2010, we had $10 of cash on hand.  These funds will not be sufficient to cover our operating costs and expenses over the next twelve months during which we anticipate that we will incur costs and expenses in connection with the preparation and filing of reports under the Exchange Act, the identification and evaluation of targets for a Business Combination and, possibly, costs associated with negotiating and entering into a Business Combination.





We cannot provide investors with any assurance that we will have sufficient capital resources to identify a suitable Target Business, to conduct effective due diligence as to any Target Business or to consummate a Business Combination.  As a result of our negative working capital, our losses since inception and failure to generate revenues from operations, our financial statements include a note in which our auditor has expressed doubt about our ability to continue as a "going concern."





Results of Operations.





Since our inception, we have not generated any revenues.  We reported a net loss for the year ending July 31, 2010 of $4,000 and for the period July 27, 2009 (inception) through July 31, 2010 of $4,219.  The Company has used cash from operations of $1,440 since its inception, consisting primarily of professional fees, and has a negative working capital of $2,769 at July 31, 2010.





14


We do not expect to engage in any substantive activities unless and until such time as we enter into a Business Combination with a Target Business, if ever.  We cannot provide investors with any assessment as to the nature of a Target Business’s operations or speculate as to the status of its products or operations, whether at the time of the Business Combination it will be generating revenues or its future prospects.





Item 7A. Quantitative and Qualitative Disclosures About Market Risk.





The information to be furnished under this Item 7A is not required of small reporting issuers.





Item 8.  Financial Statements and Supplementary Data.







Please see the financial statements beginning on page F-1 located elsewhere in this annual report on Form 10-K and incorporated herein by reference.







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







There are not and have not been any disagreements between the Company and our independent accountants on any matter of accounting principles, practices or financial statement disclosure since our inception.





Item 9A. Controls and Procedures.




Evaluation of Disclosure Controls and Procedures





As of the end of the year covered by this Annual Report, management performed, with the participation of our Principal Executive Officer, who is our Principal Financial Officer, and who we refer to in this Annual Report as our PEO, an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act.  Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our PEO, to allow timely decisions regarding required disclosures.  Based on this evaluation, our PEO has concluded that the Company’s disclosure controls and procedures were effective as of July 31, 2010.





Management’s Annual Report on Internal Control over Financial Reporting





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.  Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles in the United States, or GAAP.  A company’s internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.





Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projection of any evaluation of effectiveness to future periods is 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.





15


Management assessed the effectiveness of our internal control over financial reporting as of the end of the period covered by this report using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework.  Based on this evaluation, management concluded that, as of July 31, 2010, the Company’s internal control over financial reporting was 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.





Changes in Internal Control over Financial Reporting





There were no changes in our internal control over financial reporting during the quarter ended July 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.








Item 9B. Other Information.





None.





PART III





Item 10. Directors, Executive Officers and Corporate Governance.





The table sets forth information as of the date of this report with respect to our management:





Name

Age

TitleHenry Fong

75

President, Chief Financial Officer, Secretary  and Director





Henry Fonghas been the President, Chief Financial Officer, Secretary and Director of the Company since its inception on July 28, 2009. Mr. Fong has been the president and a director of the AlumniFuel Power Inc. (“API”) since May 2005, and held the same positions with Inhibetex Therapeutics, Inc. (“ITI”) since its inception in May 2004. ITI changed its name to Alumifuel Power Corporation (OTCBB: AFPW) in May 2009. API is an early production stage hydrogen generation company that is a wholly owned operating subsidiary of AFPW, Mr. Fong was the president, treasurer and a director of Hydrogen Power, Inc. (f/k/a Equitex, Inc.) a publicly traded alternative energy company, from its inception in 1983 to January 2007. Mr. Fong is the President, CEO and director of Techs Loanstar, Inc. ("TCLN") since February 2010.  TCLN is a publicly traded company in the social networking industry.  Mr. Fong has been a director of FastFunds Financial Corporation, (“FFFC”), since June 2004. FFFC is a publicly traded company, with limited operations, organized in Nevada in 1985. Mr. Fong has been president and a director of Equitex 2000, Inc. since its inception in 2001. Equitex 2000, Inc. was formed as a spinoff of Equitex Inc. and is currently inactive. Mr. Fong has been President and a Director of China Nuvo Solar Energy, Inc. since March 2002. China Nuvo Solar Energy is a publicly traded company developing alternative energy solutions. From 1959 to 1982 Mr. Fong served in various accounting, finance and budgeting positions with the Department of the Air Force. During the period from 1972 to 1981 he was assigned to senior supervisory positions at the Department of the Air Force headquarters in the Pentagon. In 1978, he was selected to participate in the Federal Executive Development Program and in 1981, he was appointed to the Senior Executive Service. In 1970 and 1971, he attended the Woodrow Wilson School, Princeton University and was a Princeton Fellow in Public Affairs. Mr. Fong received the Air Force Meritorious Civilian Service Award in 1982. Mr. Fong has passed the uniform certified public accountant exam. In March 1994, Mr. Fong was one of twelve CEOs selected as Silver Award winners in FINANCIAL WORLD magazine's corporate American "Dream Team."





The term of office of each director expires at our annual meeting of stockholders or until their successors are duly elected and qualified.





The Company has no employees other than Mr. Fong.





16





Section 16 Compliance





Section 16(a) of the Exchange requires officers, directors and persons who own more than 10% of a registered class of our equity securities of a company that has a class of common stock registered under the Exchange Act to file reports of ownership and changes in ownership with the Securities and Exchange Commission and to furnish us with copies of all forms filed pursuant to Section 16(a).








Based solely on a review of the copies of such reports furnished to us and written representations from our  officers and directors that no other reports were required, to our knowledge, we believe that our officers and directors and stockholders required to file reports pursuant to Section 16(a) of the Exchange Act complied with all of the Section 16(a) filing requirements applicable to them with respect to the year ended July 31, 2010, except that the annual statements to report changes in beneficial ownership were filed late.








Code of Ethics.





The Company has not adopted a code of ethics.  Given the nature of the Company’s business, its limited stockholder base and current composition of management, the board of directors does not believe that the Company requires a code of ethics at this time.  The board of directors takes the position that management of a Target Business will adopt a code of ethics that will be suitable for its operations after the Company consummates a Business Combination.





Audit Committee.





The board of directors has not established an audit committee nor adopted an audit committee charter, rather, the entire board of directors serves the functions of an audit committee.  Given the nature of the Company’s business, its limited stockholder base and current composition of management, the board of directors does not believe that the Company requires an audit committee at this time.  The board of directors takes the position that management of a Target Business will make a determination as to whether to establish an audit committee and to adopt an audit committee charter that will be suitable for its operations after the Company consummates a Business Combination.





Stockholder Communications.





The board of directors has not adopted a process for security holders to send communications to the board of directors.  Given the nature of the Company’s business, its limited stockholder base and current composition of management, the board of directors does not believe that the Company requires a process for security holders to send communications to the board of directors at this time.  The board of directors takes the position that management of a Target Business will establish such a process that will be appropriate for its operations after the Company consummates a Business Combination.





Director Independence





The Company is not a listed issuer whose securities are listed on a national securities exchange, or an inter-dealer quotation system which has requirements that a majority of the board of directors be independent.  Under NASDAQ Rule 5605(a)(2)(A), a director is not considered to be independent if he or she also is an executive officer or employee of the corporation.  Under such definition, none of our directors would be considered independent as they also serve as executive officers of the Company.





Item 11. Executive Compensation.





The Company has not paid any cash compensation to any person since inception and will not pay any compensation until it affects a Business Combination, at which time compensation shall be in the discretion of then current management.  Current management expects to devote only such time to the affairs of the Company as required to affect the Company’s business plan.





17


The Company has not adopted any retirement, pension, profit sharing, stock option or insurance programs or other similar programs for the benefit of its employees.





The Company does not have a compensation committee.  Given the nature of the Company’s business, its limited stockholder base and the current composition of management, the board of directors does not believe that the Company requires a compensation committee at this time.  The board of directors takes the position that management of a Target Business will take such action to establish and seat a compensation committee that will be suitable for its operations at such time as the Company consummates a Business Combination, if ever.








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





The following table sets forth information with respect to the beneficial ownership of our common stock as of October 31, 2010 by each person (or group of affiliated persons) who is known by us to beneficially own 5% or more of our common stock; our directors; our named executive officer; and our directors and executive officers as a group.





Except as indicated in the footnotes to this table, each beneficial owner named in the table below has sole voting and sole investment power with respect to all shares beneficially owned.





The applicable percentage of ownership is based on 2,000,000 shares outstanding as of the date of this report.  As of October 31, 2010, there were not securities outstanding convertible into or exchangeable for shares of common stock or any other securities of the Company.





Name and Address

Amount and Nature of

Beneficial Ownership

Percentage of Class (1)HF Services, LLC(2)

7315 E Peakview Ave

Centennial, Co. 80111

1,200,000

60.0%Barry Hollander

319 Clematis Street suite 703

West Palm Beach, FL. 33401

600,000

30.0%Cresthill Associates, LLC (3)

5016 Cresthill Place

Highlands Ranch, Co. 80130

200,000

10.0%All Officers and Directors as a

group (1 person)

1,200,000

60.0%


_________


1)
Based on 2,000,000 shares outstanding as of October 31, 2010.





2)
Henry Fong is Manager and majority member of HF Services, LLC and is President, Chief Financial Officer, Secretary and Director of the Company.




3)
Thomas B. Olson has voting and investment control over the shares held by Cresthill Associates, LLC.





18


This 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 2,000,000 shares of common stock outstanding.





Compensation Plans.





We have not adopted any compensation plans for the benefit of our employees, representatives or consultants.  The Company does not have outstanding any options, warrants or other rights outstanding that entitle anyone to acquire shares of capital stock.





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





On July 27, 2009 (inception), the Company issued 1,200,000 restricted shares of its common stock to HF Services, LLC. The Company also issued 600,000 restricted shares and 200,000 restricted shares to Mr. Hollander and Cresthill Associates, LLC, respectively.  All shares were sold at their par value ($.0001 per share).  The proceeds were used to repay Mr. Fong the expenses he incurred for the organizational fees of the Company.   Mr. Fong is the sole officer and director of the Company.  With respect to the sales made the Company relied upon Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”).





Henry Fong, the Company’s sole officer and director (its original incorporator), has paid all expenses incurred by the Company, which includes only incorporation and resident agent fees. On a going forward basis, Mr. Fong has 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.





Henry Fong is involved in other business activities and may, in the future, become involved in other business opportunities that become available. Mr. Fong may face a conflict in selecting between the Company and his other business interests. The Company has not formulated a policy for the resolution of such conflicts.





We utilize the office space and equipment of our stockholder at no cost. Management estimates such amounts to be immaterial.





Except as otherwise indicated herein, there have been no other related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 and Item 407(a) of Regulation S-K.





Item 14. Principal Accounting Fees and Services.





AUDIT FEES. The aggregate fees billed for professional services rendered by R R Hawkins & Associates, APC for the audits of the Company's annual financial statements for the fiscal year ending on July 31, 2009 and the reviews of the financial statements included in the Company's Quarterly Reports on Form 10-Q for the fiscal year were $4,0000.





AUDIT-RELATED FEES.  The aggregate fees billed by R R Hawkins & Associates, APC for audit-related services rendered for the Company for the last fiscal year were $0.  Audit-related fees generally include fees in support of the Company's filing of registration statements with the SEC and similar matters.





TAX FEES.  The aggregate fees billed by R R Hawkins & Associates, APC, for tax-related services rendered for the Company for the last fiscal year were $0.





ALL OTHER FEES. The aggregate fees billed for services rendered to the Company by R R Hawkins & Associates, APC, other than the audit services, audit-related services, and tax services, were $0 for the last fiscal year.





PRE-APPROVAL POLICY. The Company has not established an audit committee nor adopted an audit committee charter.  Rather, it is the responsibility of the entire board of directors to serve the functions of an audit committee and to pre-approve all audit and permitted non-audit services to be performed by the independent auditors, such approval to take place in advance of such services when required by law, regulation, or rule, subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Securities Exchange Act of 1934 that are approved by the board prior to completion of the audit.





19





PART IV





Item 15. Exhibits, Financial Statement Schedules.





(a)           Exhibits.





The following are filed as exhibits to this report:





Exhibit

Number
Description3.1*
Certificate of Incorporation3.2*
By-Laws31.1
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith)32.1
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Filed herewith)* Previously filed with the SEC as exhibits to From 10/A, filed on October 2, 2010




(b) The following documents are filed as part of the report:






1. Financial Statements: Balance Sheet, Statement of Operations, Statement of Stockholder’s Equity, Statement of Cash Flows, and Notes to Financial Statements.






We are an inactive entity as defined by Section 3-11 of Regulation S-X. Accordingly, the financial statements required for purposes of reports pursuant to the Securities Exchange Act of 1934 are unaudited.







20





SIGNATURES





Pursuant to the requirements of Section 12 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.





Date: November  10, 2010

PB Capital International, Inc.By:
/s/ Henry FongHenry Fong

President and Director

Principal Executive Officer

Principal Financial Officer
















21





PB CAPITAL INTERNATIONAL, INC.
   (A Development Stage Company)
   FINANCIAL STATEMENTS
   AS OF JULY 31, 2010
   AND FOR THE PERIOD FROM JULY 27, 2009
   (DATE OF INCEPTION) TO JULY 31, 2010
   Contents
  Financial Statements
PAGE*Balance Sheet as of July 31, 2010 and 2009
F-2Statement of Operations for the periods ended July 31, 2010, 2009 and  from inception (July 27, 2009) through July 31, 2010.
F-3Statement of Changes in Stockholders’ Equity (Deficit) for the period from inception (July 27, 2009) through July 31, 2010
F-4Statement of Cash Flows for the periods ended July 31, 2010, 2009 and from inception (July 27, 2009) through July 31, 2010.
F-5Notes to Financial Statements
F6-F8
  
   F-1
 
 PB CAPITAL INTERNATIONAL, INC.(A DEVELOPMENTAL STAGE COMPANY)BALANCE SHEETSAS OF JULY 31, 2010 and 2009UNAUDITEDJuly 31, 2010


July 31, 2009Current AssetsCash

$
10


$
200Total current assets


10



200Total assets

$
10


$
200LIABILITIES AND SHAREHOLDERS' DEFICITCurrent liabilities:Accounts payable and accrued expenses


2,779



219Total current liabilities


2,779



219Total liabilities


2,779



219Shareholders’ deficit:Preferred stock, $.0001 par value; 20,000,000 shares authorized,none issued and outstanding






—Common stock, $.0001 par value, 250,000,00 shares authorized;2,125,000 (2010) and 2,000,000 (2009) issued and outstanding


212



200Additional paid in capital


1,238Deficit accumulated during development stage


(4,219
)


(219
)Total shareholders' deficit


(2,769
)


(19
)Total liabilities and shareholders' deficit

$
10


$
200
  
 F-2
  PB CAPITAL INTERNATIONAL, INC.(A DEVELOPMENTAL STAGE COMPANY)STATEMENT OF OPERATIONS (UNAUDITED)FOR THE YEARS ENDED JULY 31, 2010 and 2009FROM JULY 27, 2009 (INCEPTION) TO JULY 31, 2010Period from July27, 2009 (inception)to July 31,JULY 31, 2010


JULY 31, 2009


2010REVENUES

$
—


$
—


$
—EXPENSESGeneral and administrative


4,000



219



4,219Interest expenseNET LOSS


(4,000
)


(219
)

$
(4,219
)NET LOSS PER SHARE:BASIC AND DILUTED

$
(0.01
)

$
(0.01
)

$
(0.01
)WEIGHTED AVERAGE SHARES OUTSTANDING:BASIC AND DILUTED


2,121,566



2,000,000



2,119,919
 
 F-3
  PB CAPITAL INTERNATIONAL, INC(A DEVELOPMENTAL STAGE COMPANY)STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT (UNAUDITED)FROM JULY 27, 2009 (inception) THROUGH JULY 31, 2010DeficitAccumulatedAdditional


DuringCommon stock


paid-in


Development


TotalShares

Amount


capital


Stage


deficitJuly 28, 2009 (inception) shares issued for cash


2,000,000


$
200


$
-


$
-


$
200Net loss for the period ending July 31, 2009


-











(219
)


(219
)Balances, July 31, 2009


2,000,000



200



-



(219
)


(19
)Issuance of common stock from private placement


125,000



12



1,238







1,250Net loss for the period ending July 31, 2010














(4,000
)


(4,000
)Balances July 31, 2010


2,125,000


$
212


$
1,238


$
(4,219
)

$
(2,769
)
    F-4
  YEARS ENDED JULY 31, 2010 AND 2009FROM JULY 27, 2009 (INCEPTION) THROUGH JULY 31, 2010UNAUDITEDPeriod fromJuly 27,2009(inception) toJULY 31, 2010


JULY 31, 2009


JULY 31, 2010Cash flows from operating activities:Net loss

$
(4,000
)

$
(219
)

$
(4,219
)Adjustments to reconcile net income (loss) to net cash used in operatingactivities:Change in operating assets and liabilities:Increase  in accounts payable and accrued expenses


2,560



219



2,779Net cash used in operating activities


(1,440
)


-



(1,440
)Cash flows from investing activities:










-Net cash used in investing activities


-



-



-Cash flows from financing activities:Proceeds from sale of common stock


1,250



200



1,450Net cash provided by financing activities


1,250



200



1,450Net increase in cash and cash equivalents


(190
)


200



10Cash and cash equivalents, beginning of period


200



0



-Cash and cash equivalents, end of period

$
10


$
200


$
10Supplemental disclosures of cash flow information:Cash paid during the year for interest

$
-


$
-


$
-Cash paid during the year for taxes

$
-


$
-


$
-
    F-5
 PB Capital International, Inc.
 (A Development Stage Company)
 Notes to Financial Statements
 July 31, 2010
    NOTE 1.   ORGANIZATION AND DESCRIPTION OF BUSINESS
   PB Capital International, Inc. (the “Company”) was incorporated under the laws of the State of Delaware on July 27, 2009 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. 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.
   Accounting Method
   The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a fiscal year ending on July 31.
   Use of Estimates
   The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the 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.
   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 carryforwards. 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 July 31, 2010.
   
 F-6
 PB Capital International, Inc.
 (A Development Stage Company)
 Notes to Financial Statements
 July 31, 2010
  NOTE 2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
   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 February 9, 2009 (inception).
   Basic net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.
   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.  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 4.   STOCKHOLDER’S EQUITY
  Upon formation, the Board of Directors issued 2,000,000 shares of common stock for $200 or $0.0001 (the par value) per share to the founding shareholders of the Company to fund organizational and start-up costs.In August 2009, the Company sold 125,000 shares of its common stock in a private placement for $1,250 or $0.01 per share (see Note 5).
 
 The stockholders’ equity section of the Company contains the following classes of capital stock as of July 31, 2010:
  Common stock, $0.0001 par value: 250,000,000 shares authorized; 2,125,000 shares issued and outstanding



Preferred stock, $0.0001 par value: 20,000,000 shares authorized; none issued and outstanding.
 
 
 F-7
 PB Capital International, Inc.
 (A Development Stage Company)
 Notes to Financial Statements
 July 31, 2010
 
 
 NOTE 5.  SUBSUQUENT EVENT.
 
 On October 28, 2010 the Company was notified that the individual who previously purchased 125,000 shares of common stock was cancelling their subscription agreement as the Company had not delivered the certificate representing the shares purchased.  The individual and the Company have agreed to enter into a promissory note for $1,250, due on demand with an annual interest rate of 10%.