UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  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:  October 31, 2010





 ̈
            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:  333-163172





CAHABA
PHARMACEUTICALS, INC.


(Exact
name of registrant as specified in its charter)




Nevada
              02-0811868(State
      or other jurisdiction of incorporation)
              (I.R.S.
      Employer Identification No.)


517
NW 8 Terrace


Cape
Coral, Florida 33993


(Address
of principal executive offices)





(239)
220-0108


(Registrant’s
telephone number, including area code)





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




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




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




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




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




Indicate
by check mark 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 o   No o




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. x




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




Large
      Accelerated Filer  o
              Accelerated
      Filer                  
      oNon-Accelerated
      Filer    o
              Smaller
      reporting company x(Do
      not check if a smaller reporting company)




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




On April
30, 2010, the last business day of the registrant’s most recently completed
second fiscal quarter, 10,000,000 shares of its Common Stock, $0.0001 par value
per share (its only class of voting or non-voting common equity) were held by
non-affiliates of the registrant.  The market value of those shares
was $0, as the registrant’s stock did not then and does not presently
trade.  For this purpose, shares of Common Stock beneficially owned by
each executive officer and director of the registrant, and each person known to
the registrant to be the beneficial owner of 10% or more of the Common Stock
then outstanding, have been excluded because such persons may be deemed to be
affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.




As of
February 11, 2011, there were 85,000,018 shares of the registrant’s common
stock, par value $0.0001, issued and outstanding.




DOCUMENTS
INCORPORATED BY REFERENCE


None









TABLE
OF CONTENTS


Item
      Number and Caption
              
              PageFORWARD-LOOKING
      STATEMENTS
              
              
              3PART
      I
              
              
              
              4ITEM1.
              BUSINESS
              
              
              4ITEM1A.
              RISKFACTORS
              
              
              6ITEM1B.
              UNRESOLVEDSTAFFCOMMENTS
              
              
              6ITEM2.
              PROPERTIES
              
              
              6ITEM3.
              LEGALPROCEEDINGS
              
              
              6PART
      II
              
              
              
              6ITEM5.
              MARKETFORREGISTRANT’SCOMMONEQUITY,RELATEDSTOCKHOLDERMATTERSANDISSUERPURCHASESOFEQUITYSECURITIES
              
              
              6ITEM6.
              SELECTEDFINANCIALDATA
              
              
              7ITEM7.
              MANAGEMENT’SDISCUSSIONANDANALYSISOFFINANCIALCONDITIONANDRESULTSOFOPERATIONS
              
              
              7ITEM7A.
              QUANTITATIVEANDQUALITATIVEDISCLOSURESABOUTMARKETRISK
              
              
              10ITEM8.
              FINANCIALSTATEMENTSANDSUPPLEMENTALDATA
              
              
              10ITEM9.
              CHANGESINANDDISAGREEMENTSWITHACCOUNTANTSONACCOUNTINGANDFINANCIALDISCLOSURE
              
              
              10ITEM9A.
              CONTROLSANDPROCEDURES
              
              
              10ITEM9B.
              OTHERINFORMATION
              
              
              12PART
      III
              
              
              
              12ITEM10.
              DIRECTORS,EXECUTIVEOFFICERSANDCORPORATEGOVERNANCE
              
              
              12ITEM11.
              EXECUTIVECOMPENSATION
              
              
              14ITEM12.
              SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENTANDRELATEDSTOCKHOLDERMATTERS
              
              
              16ITEM13.
              CERTAINRELATIONSHIPSANDRELATEDTRANSACTIONS,ANDDIRECTORINDEPENDENCE
              
              
              17ITEM14.
              PRINCIPALACCOUNTANTFEESANDSERVICES
              
              
              18PART
      IV
              
              
              
              19ITEM15.
              EXHIBITSANDFINANCIALSTATEMENTSCHEDULES
              
              
              19SIGNATURES
              
              
              21
  2


FORWARD-LOOKING
STATEMENTS





Except
for historical information, this report contains forward-looking
statements.  Such forward-looking statements involve risks and
uncertainties, including, among other things, statements regarding our business
strategy, future revenues and anticipated costs and expenses.  Such
forward-looking statements include, among others, those statements including the
words “expects,” “anticipates,” “intends,” “believes” and similar
language.  Our actual results may differ significantly from those
projected in the forward-looking statements.  Factors that might cause
or contribute to such differences include, but are not limited to, those
discussed in the sections “Business” and “Management’s Discussion and Analysis
of Financial Condition and Results of Operations.”  You should
carefully review the risks described in this Annual Report and in other
documents we file from time to time with the Securities and Exchange Commission
(the “SEC”).  You are cautioned not to place undue reliance on the
forward-looking statements, which speak only as of the date of this
report.  We undertake no obligation to publicly release any revisions
to the forward-looking statements or reflect events or circumstances after the
date of this document.




Although
we believe that the expectations reflected in these forward-looking statements
are based on reasonable assumptions, there are a number of risks and
uncertainties that could cause actual results to differ materially from such
forward-looking statements.




All
references in this Form 10-K to the “Company,” “Cahaba,” “we,” “us” or “our” are
to Cahaba Pharmaceuticals, Inc.




3




PART
I





ITEM
1. BUSINESS





General





Cahaba
Pharmaceuticals, Inc., is a development stage company and was incorporated under
the name MIB Digital, Inc., in Florida on September 23, 2009, to develop and
operate an advertising and subscription supported content management platform.
As of the date of this report, the Company has no operations and in accordance
with Statement of Financial Accounting Standards Accounting Standards
Codification (“FAS ASC”) 915is
considered to be in the development stage.





On August
24, 2010, pursuant to an agreement and plan of merger with our special purpose
wholly-owned subsidiary Cahaba Pharmaceuticals, Inc., a Nevada corporation, we
merged with and into Cahaba Pharmaceuticals, Inc., with Cahaba Pharmaceuticals,
Inc., as the surviving corporation.  The purpose of the merger was to
re-domicile the Company from Florida to Nevada, to change its name and to effect
a recapitalization.  Cahaba Pharmaceuticals, Inc., was incorporated on
August 20, 2010, for the sole purpose of effecting the merger, with an
authorized capital stock of 300,000,000 shares of common stock, par value
$0.0001 per share, and 10,000,000 shares of “blank check” preferred stock, par
value $0.0001 per share.





The
merger was approved on August 23, 2010, by written consent of the Company’s
board of directors and by the written consent of the holder of a majority of the
Company’s outstanding shares.  No meeting of stockholders of the
Company was required under Florida law.





In the
merger, each share of the common stock, par value $0.0001 per share, of the
Company was automatically converted into eight and one-third (81⁄3) shares of
Cahaba Pharmaceuticals, Inc., common stock, par value $0.0001 per share (subject
to statutory appraisal rights of stockholders whose consent to the merger was
not obtained).  (Share and per share numbers of the Company’s common
stock in this report have been adjusted retroactively to reflect this
recapitalization.)





The
effects of the merger were as follows:





1.
            The
      Company was renamed “Cahaba Pharmaceuticals, Inc.”  That is, by
      operation of the merger, Cahaba Pharmaceuticals is the surviving
      corporation and successor in interest to the
  Company.





2.
            The
      Company was re-domiciled in Nevada.  That is, Cahaba
      Pharmaceuticals, as successor to the Company as a result of the merger, is
      a Nevada corporation.





3.
            The
      authorized capital stock of the Company was increased to 300,000,000
      shares of common stock and 10,000,000 shares of “blank check” preferred
      stock.  That is, by operation of the merger the authorized
      capital stock of Cahaba Pharmaceuticals became the combined entity’s
      authorized capital stock.





4





4.
            The
      10,200,000 shares of the Company’s common stock outstanding prior to the
      merger were converted into 85,000,000 shares of common stock (subject to
      rounding up for fractional shares) of Cahaba Pharmaceuticals; the
      outstanding capital stock of Cahaba Pharmaceuticals following the merger
      was 85,000,018 shares of common stock and no shares of preferred
      stock.





5.
            The
      directors of the Company immediately preceding the merger became the
      directors of Cahaba Pharmaceuticals on and after the effectiveness of the
      merger, and the officers of the Company immediately preceding the merger
      became the officers of Cahaba Pharmaceuticals on and after the
      effectiveness of the merger.





The
merger did not result in any change in the business, management, location of
principal executive offices, assets, liabilities, net worth, accounting
practices or control of the Company.





Cahaba
Pharmaceuticals, Inc., as the successor registrant, will continue to file
reports under Section 15(d) of the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder.





The  Company
had been engaged in discussions with Cahaba Pharmaceuticals, LLC, a privately
held Delaware limited liability company (“Cahaba LLC”), regarding a possible
business combination involving the two companies.  However, no
definitive terms were agreed to, and currently the Company does not intend to
proceed with such a transaction.  We may change our name back to MIB
Digital, Inc., or adopt another name.





We are
presently inactive, but we are looking at ventures of merit for corporate
participation as means of enhancing shareholder value.  This may
involve sales of our equity or debt securities in merger or acquisition
transactions.





Patents,
Trademarks and Licenses





We do not
presently own any patents, trademarks, copyrights or other forms of intellectual
property.





Research
and Development





We have
not performed any research and development since our inception.





Employees





We have
one employee, who devotes minimal time to Company matters.





5





ITEM
1A. RISK
FACTORS





Not
applicable.




ITEM
1B. UNRESOLVED
STAFF COMMENTS





None.




ITEM
2. PROPERTIES





Our
principal executive office is located at 517 NW 8 Terrace, Cape Coral, Florida
33993.  The office is provided to us on a rent free basis by our Chief
Executive Officer, Kenneth Spiegeland.




ITEM
3. LEGAL
PROCEEDINGS





In the
ordinary course of our business, we may from time to time become subject to
routine litigation or administrative proceedings which are incidental to our
business.  Currently we are not aware of any litigation pending or
threatened by or against the Company.





PART
II





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





Market
Information





Our
common stock has been approved to be quoted on the OTC Bulletin Board under the
symbol “CAHA”.  However, to date there has been no trading market for
our common stock.





The
market price of our common stock may be subject to significant fluctuations in
response to variations in our quarterly operating results, general trends in the
market, and other factors, over many of which we have little or no
control.  In addition, broad market fluctuations, as well as general
economic, business and political conditions, may adversely affect the market for
our common stock, regardless of our actual or projected
performance.





As of
February 11, 2011, we had 29 shareholders of record of our common
stock.





Dividends





Since
inception we have not paid any dividends on our common stock.  We
currently do not anticipate paying any cash dividends in the foreseeable future
on our common stock.  Although we intend to retain our earnings, if
any, to finance the exploration and growth of our business, our Board of
Directors will have the discretion to declare and pay dividends in the
future.




6




Payment
of dividends in the future will depend upon our earnings, capital requirements,
financial condition and other factors that our Board of Directors may deem
relevant.





Recent
Sales of Unregistered Equity Securities




Except as
previously disclosed in Current Reports on Form 8-K that we have filed, we have
not sold any of our equity securities during the period covered by this Report
that were not registered under the Securities Act.





Purchases
of Equity Securities by the Issuer and Affiliated Purchasers





None.




ITEM
6. SELECTED
FINANCIAL DATA





Not
applicable.




ITEM
      7.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS





Much of
the discussion in this Item is “forward looking.”  Actual operations
and results may materially differ from present plans and projections due to
changes in economic conditions, new business opportunities, changed business
conditions, and other developments.  Other factors that could cause
results to differ materially are described in our filings with the
SEC.





The
following are factors that could cause actual results or events to differ
materially from those anticipated, and include, but are not limited to, general
economic, financial and business conditions, changes in and compliance with
governmental laws and regulations, including various state and federal
environmental regulations, our ability to obtain additional financing from
outside investors and/or bank and mezzanine lenders; and our ability to generate
sufficient revenues to cover operating losses and position us to achieve
positive cash flow.





Readers
are cautioned not to place undue reliance on the forward-looking statements
contained herein, which speak only as of the date hereof.  We believe
the information contained in this Form 10-K to be accurate as of the date
hereof.  Changes may occur after that date.  We will not
update that information except as required by law in the normal course of our
public disclosure practices.





Additionally,
the following discussion regarding our financial condition and results of
operations should be read in conjunction with the financial statements and
related notes contained in Item 8 of Part II of this Form 10-K.




7




Plan
of Operation





We were
formed to develop and operate an advertising and subscription supported content
management platform.  We conducted minimal operations in this line of
business and have since decided to discontinue operations in this
area.  We are presently inactive, but we are looking at ventures of
merit for corporate participation as means of enhancing shareholder
value.  This may involve sales of our equity or debt securities in
merger or acquisition transactions.





We have
minimal operating costs and expenses at the present time due to our limited
business activities. We do not currently engage in any product research and
development and have no plans to do so in the foreseeable future.  We
do not anticipate the purchase or sale of any significant
equipment.  We also do not expect any significant additions to the
number of employees.  The foregoing represents our best estimate of
our cash needs based on current planning and business conditions.  The
exact allocation, purposes and timing of any monies raised in subsequent private
financings may vary significantly depending upon the exact amount of funds
raised and our progress with the execution of our business plan.  We
anticipate that depending on market conditions and our plan of operations, we
may incur operating losses in the foreseeable future.  Therefore, our
auditors have raised substantial doubt about our ability to continue as a going
concern.




Results
of Operations




The
following discussion should be read in conjunction with the accompanying
financial statements and the notes thereto.





The
Company has not generated any revenue during the period from September 23, 2009
(inception) through October 31, 2010.





Total
expenses for the year ended October 31, 2010 were $21,259, resulting in an
operating loss for the period of $21,259. Basic and diluted loss per share was
$0.000 for the year ended October 31, 2010.





Expenses
were comprised of general and administrative expenses and consisted primarily of
filing and professional fees, office expenses and bookkeeping.





Accounts
payable and accrued expenses at October 31, 2010 totaled $3,500.





Liquidity
and Capital Resources





The
report of our auditors on our audited financial statements for the fiscal year
ended October 31, 2010, contains a going concern qualification, as we have
suffered losses since our inception.  As reflected in the accompanying
financial statements, we are in the development stage with no operations. We
have minimal assets and have achieved no operative revenues since our
inception.  Unless and until we commence material operations and
achieve material revenues, we will remain dependent on financings to continue
our operations.




8





From
September 23, 2009 (inception) through October 31, 2010, our assets have
consisted solely of cash and cash equivalents.  At October 31, 2010 we
had cash and cash equivalents in the amount of $262, as compared to $5,421 at
October 31, 2009.





Cash used
in operating activities for the fiscal year ended October 31, 2010 was $17,759
and $21,338 for the period from September 23, 2009 (inception) through October
31, 2010.





Since our
inception, we have been financed primarily by sales of our common
stock.  From September 23, 2009 (inception) through October 31, 2010,
we raised $21,000 from sales of shares of common stock.





Our lack
of operations and revenues and or net loss incurred raise substantial doubt
about our ability to continue as a going concern. Our ability to continue as a
going concern is dependent on our ability to raise additional capital and
implement a business plan. The accompanying financial statements do not include
any adjustments that might be necessary if we are unable to continue as a going
concern.





We
anticipate that our operational and general and administrative expenses, absent
the commencement of operations, for the next 12 months will total approximately
$25,000.





We
presently do not have any available credit, bank financing or other external
sources of liquidity. Due to our brief history and historical operating losses,
our operations have not been a source of liquidity. We believe that, at our
current level of operation, we do not have sufficient cash to meet our expenses
for the next twelve months.  We expect that we will need to obtain
additional capital in order to meet our operational needs, execute our business
plan, build our operations and become profitable. In order to obtain capital, we
may need to sell additional shares of our common stock or debt securities, or
borrow funds from private lenders or banking institutions. We have not made any
decisions with respect to any such financing.  There can be no
assurance that we will be successful in obtaining additional funding in amounts
or on terms acceptable to us, if at all.  If we are unable to raise
additional funding as necessary, we may have to suspend our operations
temporarily or cease operations entirely.





Critical
Accounting Policies





Our
financial statements and related public financial information are based on the
application of accounting principles generally accepted in the United States
(“GAAP”). GAAP requires the use of estimates; assumptions, judgments and
subjective interpretations of accounting principles that have an impact on the
assets, liabilities, revenues and expense amounts reported. These estimates can
also affect supplemental information contained in our external disclosures
including information regarding contingencies, risk and financial condition. We
believe our use of estimates and underlying accounting assumptions adhere to
GAAP and are consistently and conservatively applied. We base our estimates on
historical experience and on various other assumptions that we believe to be
reasonable under the circumstances. Actual results may differ materially from
these estimates under different assumptions or conditions. We continue to
monitor significant estimates made during the preparation of our financial
statements.




9




Our
significant accounting policies are summarized in Note 2 of our financial
statements. While all these significant accounting policies impact its financial
condition and results of operations, we view certain of these policies as
critical. Policies determined to be critical are those policies that have the
most significant impact on our financial statements and require management to
use a greater degree of judgment and estimates. Actual results may differ from
those estimates. Our management believes that given current facts and
circumstances, it is unlikely that applying any other reasonable judgments or
estimate methodologies would cause effect on our results of operations,
financial position or liquidity for the periods presented in this
report.




Off
Balance Sheet Transactions





None.





Contractual
Obligations





Not
applicable.




ITEM
7A. QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Not
applicable.




ITEM
8. FINANCIAL
STATEMENTS AND SUPPLEMENTAL DATA





Our
audited financial statements are included beginning immediately following the
signature page to this report.  See Item 15 for a list of the
financial statements included herein.




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





Not
applicable.




ITEM
9A. CONTROLS
AND PROCEDURES





Evaluation
of Our Disclosure Controls





Under the
supervision and with the participation of our senior management, including our
chief executive officer and chief financial officer, we conducted an evaluation
of the effectiveness of the design and operation of our disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the
period covered by this annual report (the “Evaluation Date”).  Based
on this evaluation, our chief executive officer and chief financial officer
concluded as of the Evaluation Date that our disclosure controls and procedures
were effective such that the information relating to us, including our
consolidated subsidiaries, required to be disclosed in our SEC reports (i) is
recorded, processed, summarized and reported within the time periods specified
in SEC rules and forms, and (ii) is accumulated and communicated to our
management, including our chief executive officer and chief financial officer,
as appropriate to allow timely decisions regarding required
disclosure.




10





Management’s
Annual Report on Internal Control over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting.  Our 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
for external purposes in accordance with accounting principles generally
accepted in the United States.  Because of its inherent limitations,
internal control over financial reporting may not prevent or detect
misstatements.  Therefore, even those systems determined to be
effective can provide only reasonable assurance of achieving their control
objectives.  With the participation of our chief executive and
financial officer, our management conducted an evaluation of the effectiveness
of our internal control over financial reporting as of October 31, 2010 based on
the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission (“COSO”) in Internal Control – Integrated
Framework.  Based upon such evaluation, our management concluded that
we did maintain effective internal control over financial reporting as of
October 31, 2010, based on the COSO framework criteria.





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 rules of the SEC that permit
smaller reporting companies to provide only management’s report in this annual
report.





Officer’s
Certification





Appearing
as exhibits to this Annual Report is the Certification of our principal
executive officer and principal financial officer required pursuant to Section
302 of the Sarbanes-Oxley Act of 2002 (the “Section 302
Certifications”).  This section of the Annual Report contains
information concerning the Controls Evaluation referred to in the Section 302
Certification.  This information should be read in conjunction with
the Section 302 Certification for a more complete understanding of the topics
presented.





Changes
in Internal Control Over Financial Reporting





There
have been no changes in our internal control over financial reporting that
occurred during the year ended October 31, 2010, that have materially affected
or are reasonably likely to materially affect our internal control over
financial reporting.




11




ITEM
9B. OTHER
INFORMATION





Not
Applicable.





PART
III





ITEM
10. DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE





Executive
Officers, Directors and Key Employees





Directors
serve until the next annual meeting of the stockholders; until their successors
are elected or appointed and qualified, or until their prior resignation or
removal.  Officers serve for such terms as determined by our Board of
Directors.  Each officer holds office until such officer’s successor
is elected or appointed and qualified or until such officer’s earlier
resignation or removal.  No family relationships exist between any of
our present directors and officers.





The
following table sets forth certain information, as of February 11, 2010, with
respect to our officers and directors:





Name
            
            Positions
      Held
            
            Age
            
            Date
      of Election or Appointment as DirectorKenneth
      Spiegeland
            
            Chief
      Executive Officer, Chief Financial Officer, President, Secretary and
      Treasurer; and Director
            
            47
            
            February
      1, 2011Richard
      Ringel
            
            Director
            
            40
            
            February
      1, 2011





Kenneth
Spiegeland





Mr.
Spiegeland, 47, has been a Senior Account Manager with Concord Private Jet since
January, 2010.  From April 2008 to January 2010, he was a real estate
broker and a partner in KBS Partnership, a real estate holding company he
founded in 1985, and from January 2005 to December 2008, he was the Managing
Member of New Space Closet. Prior to this, from January 2000 to November 2005,
he was Division Manager with Masco Contractor Services, a subsidiary of Masco
Corporation, a leading manufacturer of home improvement and building products,
and from February 1998 to January 2000, he was the General Manager of
Gabriel-Spry Services, a division of Gale Industries, and prior to this he
served as Executive Vice President of Gabriel-Spry Company Inc. since
1983.




12





Richard
Ringel





Mr.
Ringel, 40, is currently a private investor. From January 1993 to February 1994,
he worked as a broker for South Richmond Securities, Inc. in Melville, New
York.  He graduated from the State University of New York at Albany in
1992 with a Bachelor of Science degree in biology.





Employment
Agreements





We do not
have any employment agreement or arrangement with any of our
employees.





Term
of Office





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




Audit
Committee





We do not
have a standing audit committee, an audit committee financial expert, or any
committee or person performing a similar function.  We currently have
limited working capital and no revenues.  Management does not believe
that it would be in our best interests at this time to retain independent
directors to sit on an audit committee.  If we are able to raise
sufficient financing in the future, then we will likely seek out and retain
independent directors and form an audit committee, a compensation committee and
other applicable committees.





Board
of Directors





Mr.
Spiegeland, as our Chief Executive Officer, Chief Financial Officer, President,
Secretary and Treasurer, is not an independent director.  Mr. Ringel
may qualify as independent under appropriate independence standards, but the
Board of Directors has made no determination with respect
thereto.  There are no agreements with respect to the election of
directors. We have not compensated our directors for service on our Board of
Directors, any committee thereof, or reimbursed for expenses incurred for
attendance at meetings of our Board of Directors and/or any committee of our
Board of Directors.  Our Board of Directors may designate from among
its members an executive committee and one or more other committees but has not
done so to date.  We do not have a nominating committee or a
nominating committee charter.  Further, we do not have a policy with
regard to the consideration of any director candidates recommended by security
holders.  To date, no security holders have made any such
recommendations.  Our directors perform all functions that would
otherwise be performed by committees.  Given the present size of our
board, it is not practical for us to have committees.  If we are able
to grow our business and increase our operations we intend to expand the size of
our board and allocate responsibilities accordingly.




13





Corporate
Governance





We are a
shell corporation which has yet to achieve operating revenues.  We
believe that our present management structure is appropriate for a company of
our size and state of development.





Our Board
of Directors collectively undertakes our risk oversight
function.  This review of our risk tolerances includes, but is not
limited to, financial, legal and operational risks and other risks concerning
our reputation and ethical standards.





Given our
size, we do not have a nominating committee or a diversity
policy.  Our entire Board of Directors monitors and assesses the need
for and qualifications of additional directors.  We may adopt a
diversity policy in the future in connection with our anticipated
growth.





Compliance
with Section 16(a) of the Exchange Act




Our
common stock is not registered pursuant to Section 12 of the Exchange
Act.  Accordingly, our officers, directors and principal shareholders
are not subject to the beneficial ownership reporting requirements of Section
16(a) of the Exchange Act.





Code
of Ethics





The
company has adopted a Code of Business Conduct and Ethics applicable to its
Chief Executive Officer and Chief Financial Officer. This Code of Business
Conduct and Ethics has been filed as an exhibit to our registration statement on
Form S-1 filed November 18, 2009.





A copy of
our Code of Business Conduct and Ethics will be provided to any person
requesting same without charge.  To request a copy of our Code of
Business Conduct and Ethics, please make written request to our Chief Executive
Officer c/o Cahaba Pharmaceuticals, Inc., at 517 NW 8 Terrace, Cape Coral,
Florida 33993.





ITEM
      11.
            EXECUTIVE
      COMPENSATION





The
following table sets forth information concerning the total compensation paid or
accrued by us during the two fiscal years ended October 31, 2010 and 2009, to
(i) all individuals that served as our principal executive officer or acted in a
similar capacity for us at any time during the fiscal year ended October 31,
2010; (ii) all individuals that served as our principal financial officer or
acted in a similar capacity for us at any time during the fiscal year ended
October 31, 2010; and (iii) all individuals that served as executive officers of
ours at any time during the fiscal year ended October 31, 2010 that received
annual compensation during the fiscal year ended October 31, 2010 in excess of
$100,000.




14





Summary
Compensation Table





Name
      and Principal Position
            
            Year
            
            Salary
              ($)
            
            Bonus
      ($)
            
            Stock
      Awards ($)
            
            Option
      Awards ($)
            
            Non-
              Equity
      Incentive
              Plan
      Compensation
              ($)
            
            Change
      in Pension Value
              and
              Non-
              qualified
              Deferred
              Compensation
              Earnings
      ($)
            
            All
              Other
              Compensation
      ($)
            
            Total
      ($)(a)
            
            (b)
            
            (c)
            
            (d)
            
            (e)
            
            (f)
            
            (g)
            
            (h)
            
            (i)
            
            (j)Scott
      Hughes,
            
            
            2010
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Chief
      Executive Officer, President, Secretary and Treasurer
            
            
            2009
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -





We have
not issued any stock options or maintained any stock option or other incentive
plans since our inception. We have no plans in place and have never maintained
any plans that provide for the payment of retirement benefits or benefits that
will be paid primarily following retirement including, but not limited to, tax
qualified deferred benefit plans, supplemental executive retirement plans,
tax-qualified deferred contribution plans and nonqualified deferred contribution
plans. Similarly, we have no contracts, agreements, plans or arrangements,
whether written or unwritten, that provide for payments to the named executive
officers or any other persons following, or in connection with the resignation,
retirement or other termination of a named executive officer, or a change in
control of us or a change in a named executive officer’s responsibilities
following a change in control.





Compensation
of Directors





Our
directors do not receive any compensation for serving as such, for serving on
committees of the board of directors or for special assignments. During the
fiscal year ended October 31, 2010, there were no other arrangements between us
and our directors that resulted in our making payments to any of our directors
for any services provided to us by them as directors.


15




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 known by us as of February 11, 2011, by:





1.
            each
      person or entity known by us to be the beneficial owner of more than 5% of
      our common stock;





2.
            each
      of our directors;





3.
            each
      of our executive officers; and





4.
            all
      of our directors and executive officers as a
  group.





The
percentages in the table have been calculated on the basis of treating as
outstanding for a particular person, all shares of our common stock outstanding
on such date and all shares of our common stock issuable to such holder in the
event of exercise of outstanding options, warrants, rights or conversion
privileges owned by such person at said date which are exercisable within 60
days of February 11, 2011.  Except as otherwise indicated, the persons
listed below have sole voting and investment power with respect to all shares of
our common stock owned by them, except to the extent such power may be shared
with a spouse.  Except as otherwise indicated, the address of each
person listed below is c/o Cahaba Pharmaceuticals, Inc., 517 NW 8 Terrace, Cape
Coral, Florida 33993.





Name
      and Address of Beneficial Owner
            
            Title
      of Class
            
            Amount
      and Nature
              of
      Beneficial
              Ownership(1)
            
            
            Percentage
      of
              Class(2)Kenneth
      Spiegeland, Chief Executive Officer, President, Secretary and Treasurer;
      Director
            
            Common
      Stock
            
            
            -
            
            
            
            -Richard
      Ringel, Director
            
            Common
      Stock
            
            
            -
            
            
            
            -All
      directors and executive officers as a group
            
            Common
      Stock
            
            
            -
            
            
            
            -Scott
      Hughes (3)
            
            Common
      Stock
            
            
            75,000,000
            
            
            
            88.2
            %










1.
            As
      used herein, the term beneficial ownership with respect to a security is
      defined by Rule 13d-3 under the Exchange Act as consisting of sole or
      shared voting power (including the power to vote or direct the vote)
      and/or sole or shared investment power (including the power to dispose or
      direct the disposition of) with respect to the security through any
      contract, arrangement, understanding, relationship or otherwise, including
      a right to acquire such power(s) during the next 60
      days.  Unless otherwise noted, beneficial ownership consists of
      sole ownership, voting and investment
rights.




16




2.
            There
      were 85,000,018 shares of common stock issued and outstanding on February
      11, 2011.





3.
            The
      address for Mr. Hughes is 2670 Towne Village Drive, Duluth,
      Georgia  30097. Mr. Hughes may be deemed to be a "parent" and
      "promoter" of our company, within the meaning of such terms under the
      Securities Act, by virtue of his stock holdings. Mr. Hughes is the only
      "promoter" of our company.





Securities
Authorized for Issuance under Equity Compensation Plans





We have
not adopted any equity compensation plans since our inception.




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




We
currently use an office space provided by Kenneth Spiegeland, our Chief
Executive Officer, President, Secretary and Treasurer, at no cost to
us.  Management has agreed to continue this arrangement until we
complete an acquisition or merger.





Mr.
Spiegeland, as our Chief Executive Officer, Chief Financial Officer, President,
Secretary and Treasurer, is not an independent director.  Mr. Ringel
may qualify as independent under appropriate independence standards, but the
Board of Directors has made no determination with respect thereto.




17





ITEM
      14.
            PRINCIPAL
      ACCOUNTANT FEES AND SERVICES





Audit
Fees.





The
aggregate fees billed to us by our principal accountant for services rendered
during the fiscal years ended October 31, 2010 and 2009 are set forth in the
table below:





Fee
      Category
            
            Fiscal
      year ended
              October
      31,
              2010
            
            
            Fiscal
      year ended
              October
      31,
              2009Audit
      fees (1)
            
            $
            4,900
            
            
            $
            3,500Audit-related
      fees (2)
            
            
            -
            
            
            
            -Tax
      fees (3)
            
            
            -
            
            
            
            -All
      other fees (4)
            
            
            -
            
            
            
            -Total
      fees
            
            $
            4,900
            
            
            $
            3,500







(1)
            Audit
      fees consist of fees billed for professional services rendered by our
      principal accountant for the audit of our annual financial statements,
      review of our interim financial statements included in our quarterly
      reports on Form 10-Q and services that are normally provided in connection
      with statutory and regulatory filings or
  engagements.





(2)
            Audit-related
      fees consist of fees billed for assurance and related services by our
      principal accountant that are reasonably related to the performance of the
      audit or review of our financial statements and are not reported under
      “Audit fees.”





(3)
            Tax
      fees consist of fees billed for professional services rendered by our
      principal accountant relating to tax compliance, tax advice and tax
      planning.





(4)
            All
      other fees consist of fees billed for all other products and services
      rendered by our principal
accountant.





Audit Committee’s
Pre-Approval Practice.





We do not
have an audit committee.  Our Board of Directors performs the function
of an audit committee.  Section 10A(i) of the Exchange Act prohibits
our auditors from performing audit services for us as well as any services not
considered to be audit services unless such services are pre-approved by our
audit committee or, in cases where no such committee exists, by our Board of
Directors (in lieu of an audit committee) or unless the services meet certain de
minimis standards.




18




PART
IV





ITEM
      15.
            EXHIBITS
      AND FINANCIAL STATEMENT SCHEDULES




Financial
      Statements
              
              PageReport
      of Independent Registered Public Accounting Firm
              
              
              F-2Balance
      Sheets as of October 31, 2010 and 2009
              
              
              F-3Statements
      of Operations for the years ended October 31, 2010 and October 31, 2009,
      and for the period from September 23, 2009 (Inception) to October 31,
      2010
              
              
              F-4Statements
      of Changes in Stockholders’ Equity/(Deficiency) for the period from
      September 23, 2009 (Inception) to October 31, 2010
              
              
              F-5Statements
      of Cash Flows for the years ended October 31, 2010 and October 31, 2009,
      and for the period from September 23, 2009 (Inception) to October 31,
      2010
              
              
              F-6Notes
      to Financial Statements
              
              
              F-7
      – F-12
  Financial
Statement Schedules




All
financial statement schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes
thereto.





Exhibits





In
reviewing the agreements included as exhibits to this Form 10-K, please remember
that they are included to provide you with information regarding their terms and
are not intended to provide any other factual or disclosure information about
the Company or the other parties to the agreements. The agreements may contain
representations and warranties by each of the parties to the applicable
agreement. These representations and warranties have been made solely for the
benefit of the parties to the applicable agreement and:





(a)
            should
      not in all instances be treated as categorical statements of fact, but
      rather as a way of allocating the risk to one of the parties if those
      statements prove to be inaccurate;





(b)
            have
      been qualified by disclosures that were made to the other party in
      connection with the negotiation of the applicable agreement, which
      disclosures are not necessarily reflected in the
  agreement;





(c)
            may
      apply standards of materiality in a way that is different from what may be
      viewed as material to you or other investors;
  and




19




(d)
            were
      made only as of the date of the applicable agreement or such other date or
      dates as may be specified in the agreement and are subject to more recent
      developments.





Accordingly,
these representations and warranties may not describe the actual state of
affairs as of the date they were made or at any other time. Additional
information about the Company may be found elsewhere in this Form 10-K and the
Company’s other public filings, which are available without charge through the
SEC’s website at http://www.sec.gov.





The
following exhibits are included as part of this report:





Exhibit
      No.
            
            SEC
      Report
              Reference
      No.
            
            Description3.1
            
            3.1
            
            Articles
      of Incorporation of Registrant **3.2
            
            3.2
            
            By-Laws
      of Registrant **14
            
            14
            
            Code
      of Business Conduct and Ethics **21
            
            *
            
            List
      of Subsidiaries31.1
            
            *
            
            Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      Section 302 of the Sarbanes Oxley Act of 200232.1
            
            *
            
            Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002







*
            Filed
      herewith.





**
            Incorporated
      by reference to the indicated exhibit number in the Company’s registration
      statement on Form S-1 filed with the SEC on November 18,
    2009.





20




SIGNATURES





Pursuant
to the requirements of 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.




CAHABA
      PHARMACEUTICALS, INC.Dated:  February
      14, 2011
              By:
              /s/ Kenneth
      SpiegelandKenneth
      SpiegelandChief
      Executive Officer
 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following person on behalf of the registrant and in the
capacities indicated on February 14, 2011.


/s/
      Kenneth SpiegelandKenneth
      SpiegelandPrincipal
      Executive Officer,
                  Principal
      Financial Officer
                  and
      Director/s/ Richard
      RingelRichard
      RingelDirector
  21




FINANCIAL
STATEMENTS





CAHABA
PHARMACEUTICALS, INC.


(A
DEVELOPMENT STAGE COMPANY)


Report
      of Independent Registered Public Accounting Firm
              
              
              F-2Balance
      Sheets as of October 31, 2010 and 2009
              
              
              F-3Statements
      of Operations for the year ended October 31, 2010, and for the period from
      September 23, 2009 (Inception) to October 31, 2010
              
              
              F-4Statements
      of Changes in Stockholders’ Equity/(Deficiency) for the period from
      September 23, 2009 (Inception) to October 31, 2010
              
              
              F-5Statements
      of Cash Flows for the year ended October 31, 2010, and for the period from
      September 23, 2009 (Inception) to October 31, 2010
              
              
              F-6Notes
      to Financial Statements
              
              
              F-7
      – F-12


F-1




REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the
Board of Directors and
 Stockholders
of Cahaba Pharmaceuticals, Inc.
 
 We have
audited the accompanying balance sheets of Cahaba Pharmaceuticals, Inc. (a
development stage enterprise) (the “Company”) as of October 31, 2010 and 2009
and the related statements of operations, stockholders’ equity/(deficit), and
cash flows for the years then ended and the period September 23, 2009
(inception) to October 31, 2010. These financial statements are the
responsibility of the company’s management. Our responsibility is to express an
opinion on these financial statements based on our audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Cahaba Pharmaceuticals, Inc. (a
Nevada corporation) as of October 31, 2010 and 2009 and the results of its
operations and its cash flows for the years then ended and the period September
23, 2009 (inception) to October 31, 2010, in conformity with accounting
principles generally accepted in the United States of America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed further in Note 2, the Company
has been in the development stage since its inception (September 23, 2009) and
continues to incur significant losses. The Company’s viability is dependent upon
its ability to obtain future financing and the success of its future operations.
These factors raise substantial doubt as to the Company’s ability to continue as
a going concern. Management’s plan in regard to these matters is also described
in Note 2. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
 
 /s/
Lake & Associates CPA’s LLC
 Lake
& Associates CPA’s LLC
 Schaumburg,
Illinois
 Febbruary
14, 2011
 
 
  1905
Wright Boulevard
 Schaumburg,
IL 60193
  Phone:
847-524-0800
 Fax:
847-524-1655
 F-2


Cahaba
Pharmaceuticals, Inc.


(A
Development Stage Enterprise)


Balance
Sheets


October
31, 2010 and October 31, 2009





October
      31,2010
            
            
            2009ASSETSCurrent
      AssetsCash and cash
      equivalents
            
            $
            262
            
            
            $
            5,421Total current
      assets
            
            
            262
            
            
            
            5,421Total
      Assets
            
            $
            262
            
            
            $
            5,421LIABILITIES
      AND STOCKHOLDERS’ EQUITY (DEFICIENCY)Current
      LiabilitiesAccounts payable and accrued
      expenses
            
            $
            3,500
            
            
            $
            -Loans from
      shareholders
            
            
            600
            
            
            
            -Total
      Liabilities
            
            
            4,000
            
            
            
            -Stockholders’
      Equity (Deficit)Preferred stock, $0.0001 par
      value; 10,000,000 shares authorized; no shares issued or outstanding at
      October 31, 2010 and October 31, 2009, respectively
            
            $
            -
            
            
            $
            -Common stock, $0.0001 par value,
      300,000,000 shares authorized; 85,000,018 and 75,000,018 shares issued and
      outstanding at October 31, 2010 and October 31, 2009,
      respectively
            
            
            8,500
            
            
            
            7,500Additional paid-in
      capital
            
            
            12,500
            
            
            
            1,500Deficit accumulated during
      development stage
            
            
            (24,838
            )
            
            
            (3,579
            )Total
      stockholders’ equity (deficit)
            
            
            (3,838
            )
            
            
            5,421Total
      Liabilities and Stockholders’ Equity
            
            $
            262
            
            
            $
            5,421


The
accompanying notes are integral parts of these financial statements
  F-3


Cahaba
Pharmaceuticals, Inc.


(A
Development Stage Enterprise)


Statement
of Operations


For
the Years Ended October 31, 2010 and October 31, 2009,


And
for the Period from September 23, 2009 (Inception) to October 31,
2010





For
      the Years Ended
              October
      31,
            
            
            Period
      from Inception (September 23, 2009) to
              October 31,2010
            
            
            2009
            
            
            2010Revenues
            
            $
            -
            
            
            $
            -
            
            
            $
            -Operating
      Expense:General and
      administrative
            
            
            21,259
            
            
            
            3,579
            
            
            
            24,838Loss from
    operations
            
            
            (21,259
            )
            
            
            (3,579
            )
            
            
            (24,838
            )Loss before income
      taxes
            
            
            (21,259
            )
            
            
            (3,579
            )
            
            
            (24,838
            )Provision for income
      taxes
            
            
            -
            
            
            
            -
            
            
            
            -Net
      Loss
            
            $
            (21,259
            )
            
            $
            (3,579
            )
            
            $
            (24,838
            )Per
      Share Data:Basis & Diluted loss per
      share
            
            $
            (0.000
            )
            
            $
            (0.000
            )Weighted average
      sharesOutstanding basic and
      diluted
            
            
            81,054,812
            
            
            
            75,000,018


The
accompanying notes are integral parts of these financial statements
  F-4




Cahaba
Pharmaceuticals, Inc.


(A
Development Stage Enterprise)


Statement
of Shareholder’s Equity


For
the Period from September 23, 2009 (Inception) to October 31, 2010





Common
      Stock
            
            
            Additional
              Paid-In
            
            
            Deficit
      Accumulated During DevelopmentShares
            
            
            Amount
            
            
            Capital
            
            
            Stage
            
            
            TotalInception
      – September 23, 2009
            
            
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Common
      shares issued to Founder for cash at $0.0001 per share (par value $0.0001)
      on September 23, 2009
            
            
            75,000,018
            
            
            
            7,500
            
            
            
            1,500
            
            
            
            -
            
            
            
            9,000Loss
      for the period from inception on September 23, 2009 to October 31,
      2009
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (3,579
            )
            
            
            (3,579
            )Balance
      – October 31, 2009
            
            
            75,000,018
            
            
            
            7,500
            
            
            
            1,500
            
            
            
            (3,579
            )
            
            
            5,421Private
      placement of 1,200,000 common shares ($0.0001 par value) on March 25, 2010
      @ $0.01 per share
            
            
            10,000,000
            
            
            
            1,000
            
            
            
            11,000
            
            
            
            
            
            
            
            12,000Net
      Loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (21,259
            )
            
            
            (21,259
            )Balance
            
            
            85,000,018
            
            
            $
            8,500
            
            
            $
            12,500
            
            
            $
            (24,838
            )
            
            $
            (3,838
            )


The
accompanying notes are integral parts of these financial statements
  F-5


Cahaba
Pharmaceuticals, Inc.


(A
Development Stage Enterprise)


Statements
of Cash Flows


For
the Years Ended October 31, 2010 and


For
the Period from September 23, 2009 (Inception) to October 31,
2010





For
      the Years Ended
              October
      31,
            
            
            For
      the Period from Inception September 23, 2009 to
              October
      31,2010
            
            
            2009
            
            
            2010OPERATING
      ACTIVITIESLoss for the
period
            
            $
            (21,259
            )
            
            $
            (3,579
            )
            
            $
            (24,838
            )Changes in Operating Assets and
      Liabilities:Increase in accounts payables and
      accrued expenses
            
            
            3,500
            
            
            
            -
            
            
            
            3,500Net cash (used in) operating
      activities
            
            
            (17,759
            )
            
            
            (3,579
            )
            
            
            (21,338
            )INVESTING
      ACTIVITIESNet cash used in investing
      activities
            
            
            -
            
            
            
            -
            
            
            
            -FINANCING
      ACTIVITIESProceeds from private placement of
      common stock
            
            
            12,000
            
            
            
            9,000
            
            
            
            21,000Loans from
      shareholders
            
            
            600
            
            
            
            -
            
            
            
            600Net cash provided by financing
      activities
            
            
            12,600
            
            
            
            9,000
            
            
            
            21,600INCREASE
      IN CASH AND CASH EQUIVALENTS
            
            
            (5,159
            )
            
            
            5,421
            
            
            
            262CASH
      AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
            
            
            5,421
            
            
            
            -
            
            
            
            -CASH
      AND CASH EQUIVALENTS AT END OF PERIODS
            
            $
            262
            
            
            $
            5,421
            
            
            $
            262Supplemental
      Cash Flow Disclosures:Cash paid for:Interest expense
            
            $
            -
            
            
            $
            -
            
            
            $
            -Income taxes
            
            $
            -
            
            
            $
            -
            
            
            $
            -




The
accompanying notes are integral parts of these financial statements




F-6




Cahaba
Pharmaceuticals, Inc.


(A
Development Stage Enterprise)


Notes
To Financial Statements


October
31, 2010




NOTE
1.  GENERAL ORGANIZATION AND DESCRIPTION OF BUSINESS





Cahaba
Pharmaceuticals, Inc. (“Cahaba” or the “Company”) is a development stage
company, incorporated under the name MIB Digital, Inc., in the State of Florida
on September 23, 2009, to develop and operate an advertising and subscription
supported content management platform capable of delivering video, audio and
related advanced multimedia programming to broadband, Internet Protocol
television (IPTV) and a wide variety of wireless mobile devices ranging from low
cost mobile telephones to wireless-enabled Portable Digital Assistants
(PDAs).





On August
24, 2010, pursuant to an agreement and plan of merger with our special purpose
wholly-owned subsidiary Cahaba Pharmaceuticals, Inc., a Nevada corporation, we
merged with and into Cahaba Pharmaceuticals, Inc., with Cahaba Pharmaceuticals,
Inc., as the surviving corporation.  The purpose of the merger was to
re-domicile the Company from Florida to Nevada, to change its name and to effect
a recapitalization.  Cahaba Pharmaceuticals, Inc., was incorporated on
August 20, 2010, for the sole purpose of effecting the merger, with an
authorized capital stock of 300,000,000 shares of common stock, par value
$0.0001 per share, and 10,000,000 shares of “blank check” preferred stock, par
value $0.0001 per share.





In the
merger, each share of the common stock, par value $0.0001 per share, of the
Company was automatically converted into eight and one-third (81⁄3) shares of
Cahaba Pharmaceuticals, Inc., common stock, par value $0.0001 per
share.





All share
and per share data in this report gives retroactive effect to the eight and
one-third for one (81⁄3:1) forward split of our stock.





Our
executive offices are located at 517 NW 8 Terrace, Cape Coral, Florida
33993.





NOTE
2. BASIS
OF PRESENTATION, LIQUIDITY AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES





Basis
of Presentation





For the
years ended October 31, 2010 and October 31, 2009, the Company has had no
significant operating history and has generated no revenues.  We
operate and report as a development stage enterprise as defined under FAS ASC
915, Development Stage
Entities.





Liquidity





As of
October 31, 2010, we had $262 in cash, a working capital deficit of $3,838 and a
deficit accumulated during development stage of $24,838.




F-7


Cahaba
Pharmaceuticals, Inc.
 (A
Development Stage Enterprise)
 Notes
To Financial Statements
 October
31, 2010


These
factors, among others, raise substantial doubt about our ability to continue as
a going concern.  Due to our financial condition, the report of our
independent registered public accounting firm on our October 31, 2010 audited
financial statements includes an explanatory paragraph indicating that these
conditions raise substantial doubt about our ability to continue as a going
concern.  The accompanying financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might result from
the outcome of these uncertainties.





We have
commenced implementing, and will continue to implement, various measures to
address our financial condition, including:




·
            continuing
      to seek debt and equity financing or funding through strategic
      partnerships,




·
            curtailing
      operations, where feasible, to conserve cash,
  and




·
            investigating
      and pursuing transactions, including mergers, and other business
      combinations and relationships deemed by the board of directors to present
      attractive opportunities to enhance stockholder
  value.





For the
fiscal year ended October 31, 2010, cash on hand and cash received through the
sale of our common stock has been used to fund our limited
operations.





Cash
and Cash Equivalents





Cash and
cash equivalents are reported in the balance sheet at cost, which approximates
fair value.  For the purpose of the financial statements cash
equivalents include all highly liquid investments with maturity of three months
or less.





Earnings
(Loss) per Share





The
Company has adopted FAS ASC 260, Earnings PerShare.  Basic earnings (loss) per share are calculated by
dividing the Company's net income (loss) available to common shareholders by the
weighted average number of common shares outstanding during the year. Diluted
earnings (loss) per share are calculated by dividing the Company's net income
(loss) available to common shareholders by the diluted weighted average number
of shares outstanding during the year. The diluted weighted average number of
shares outstanding is the basic weighted number of shares adjusted as of the
first of the year for any potentially dilutive debt or equity. There are no
diluted shares outstanding for any periods reported.




F-8


Cahaba
Pharmaceuticals, Inc.


(A
Development Stage Enterprise)


Notes
To Financial Statements


October
31, 2010





Dividends





The
Company has not adopted any policy regarding payment of dividends. No dividends
have been paid during the periods shown, and none are contemplated in the near
future.





Income
Taxes





The
Company adopted FASB ASC 740, Income Taxes, at its
inception.  Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets, including tax loss and credit
carryforwards, and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date.  Deferred income tax expense represents
the change during the period in the deferred tax assets and deferred tax
liabilities. The components of the deferred tax assets and liabilities are
individually classified as current and non-current based on their
characteristics. Deferred tax assets are reduced by a valuation allowance when,
in the opinion of management, it is more likely than not that some portion or
all of the deferred tax assets will not be realized. No deferred tax assets or
liabilities were recognized as of October 31, 2010.





Advertising





The
Company will expense advertising as incurred. The cost of advertising since
inception has been $0.00.





Use
of Estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those
estimates.





Revenue
and Cost Recognition





The
Company has no current source of revenue; however, the Company has adopted FAS
ASC 605, Revenue
Recognition and intends to recognize revenue under these
guidelines.





F-9


Cahaba
Pharmaceuticals, Inc.
 (A
Development Stage Enterprise)
 Notes
To Financial Statements
 October
31, 2010




Property




The
Company does not own any real estate or other properties. The Company's office
is located 517 NW 8 Terrace, Cape Coral, Florida 33993. Our contact number is
(239) 220-0108. The business office is located at the home of Kenneth
Spiegeland, the CEO of the Company at no charge to the Company.





Recently
Issued Accounting Pronouncements





The
Company has adopted all recently issued accounting pronouncements. The adoption
of the accounting pronouncements, including those not yet effective, is not
anticipated to have a material effect on the financial position or results of
operations of the Company.





NOTE
3. MERGER AND REORGANIZATION





On August
24, 2010, pursuant to our agreement and plan of merger with our special purpose
wholly-owned subsidiary Cahaba Pharmaceuticals, Inc., a Nevada corporation, we
merged with and into Cahaba Pharmaceuticals with Cahaba Pharmaceuticals as the
surviving corporation.  The purpose of the merger was to re-domicile
the Company from Florida to Nevada, to change its name and to effect a
recapitalization.  Cahaba Pharmaceuticals was incorporated on August
20, 2010 for the sole purpose of effecting the merger, with an authorized
capital stock of 300,000,000 shares of common stock, par value $0.0001 per
share, and 10,000,000 shares of “blank check” preferred stock, par value $0.0001
per share.





The
merger was approved on August 23, 2010, by written consent of the Company’s
board of directors and by the written consent of the holder of a majority of the
Company’s outstanding shares.  No meeting of stockholders of the
Company was required under Florida law.





In the
merger, each share of the common stock, par value $0.0001 per share, of the
Company was automatically converted into eight and one-third (81⁄3) shares of
Cahaba Pharmaceuticals’ common stock, par value $0.0001 per share (subject to
statutory appraisal rights of stockholders whose consent to the merger was not
obtained).  (Share and per share numbers of the Company’s common stock
in this report have been retroactively adjusted to reflect this
recapitalization.) Immediately
after the merger all of the outstanding common stock of the Company were
cancelled and represent only the right to receive shares of Cahaba
Pharmaceuticals or to exercise appraisal rights.





The
effects of the merger were as follows:





1.
            The
      Company was renamed “Cahaba Pharmaceuticals, Inc.”  That is, by
      operation of the merger, Cahaba Pharmaceuticals is the surviving
      corporation and successor in interest to the
  Company.




F-10


Cahaba
Pharmaceuticals, Inc.


(A
Development Stage Enterprise)


Notes
To Financial Statements


October
31, 2010




2.
            The
      Company was re-domiciled in Nevada.  That is, Cahaba
      Pharmaceuticals, as successor to the Company as a result of the merger, is
      a Nevada corporation.




3.
            The
      authorized capital stock of the Company was increased to 300,000,000
      shares of common stock and 10,000,000 shares of “blank check” preferred
      stock.  That is, by operation of the merger, the authorized
      capital stock of Cahaba Pharmaceuticals became the combined entity’s
      authorized capital stock.




4.
            The
      10,200,000 shares of the Company’s common stock outstanding prior to the
      merger were converted into 85,000,000 shares of common stock (subject to
      rounding up for fractional shares) of Cahaba Pharmaceuticals; the
      outstanding capital stock of Cahaba Pharmaceuticals following the merger
      was 85,000,018 shares of common stock and no shares of preferred
      stock.




5.
            The
      directors of the Company immediately preceding the merger became the
      directors of Cahaba Pharmaceuticals on and after the effectiveness of the
      merger, and the officers of the Company immediately preceding the merger
      became the officers of Cahaba Pharmaceuticals on and after the
      effectiveness of the merger.




The
merger did not result in any change in the business, management, location of
principal executive offices, assets, liabilities, net worth, accounting
practices or control of the Company.





Cahaba
Pharmaceuticals, as the successor registrant, will continue to file reports
under Section 15(d) of the Securities Exchange Act of 1934, as amended, and the
rules and regulations thereunder.





NOTE
4. STOCKHOLDERS’ EQUITY





We are
authorized to issue up to 300,000,000 shares of common stock, $0.0001 par value
per share.  At October 31, 2010 and October 31, 2009, the Company had
85,000,018 shares and 75,000,018 shares outstanding,
respectively.  Holders are entitled to one vote for each share of
common stock (or its equivalent).





We are
also authorized to issue up to 10,000,000 shares of preferred
stock.  At October 31, 2010 and October 31, 2009, no preferred stock
had been designated, issued or was outstanding.





Since
inception, September 23, 2009, the Company’s board of directors has not adopted
any stock option, stock award or deferred compensation plans.





On
September 23, 2009, the Company issued 75,000,018 of its $0.0001 par value
common stock for $9,000 cash to the founders of the Company. The issuance of the
shares was made to the sole officer and director of the Company and an
individual who is a sophisticated and accredited investor, therefore, the
issuance was exempt from registration of the Securities Act of 1933 by reason of
Section 4 (2) of that Act.




F-11


Cahaba
Pharmaceuticals, Inc.
 (A
Development Stage Enterprise)
 Notes
To Financial Statements
 October
31, 2010


On March
25, 2010, the company issued 10,000,000 shares of common stock to 24 investors
in accordance with a registration statement on Form S-1 (commission file
#333-163172) for cash and consideration of $12,000.





All share
and per share information in this report gives retroactive effect to a 81⁄3 -for-1
forward stock split effective August 24, 2010.





NOTE
5. RELATED
PARTY TRANSACTIONS





Our
executive office, located in Cape Coral, FL, is provided to the Company rent
free by our Chief Executive Officer, Kenneth Spiegeland.





Our sole
officer and director of the Company at October 31, 2010, Mr. Scott Hughes, owns
75,000,000 common shares representing approximately a 88% ownership
interest.  Accordingly, he is in a position to elect all new directors
and dissolve, merge or sell our assets or otherwise direct our
affairs.  This concentration of ownership may have the effect of
delaying, deferring or preventing a change in control; impede a merger
consolidation, takeover or other business combination involving the
Company.





In
November 2010, Mr. Hughes resigned his positions in the Company.  See
note 6, below.





During
the fourth fiscal quarter, three shareholders made advances to the Company
totaling $600 for payment of professional fees.  The advances bear no
interest, are not collateralized and are due on demand.





NOTE
6. SUBSEQUENT EVENTS





On
November 15, 2010, Scott Hughes resigned as a director, Chief Executive Officer,
President, Secretary and Treasurer of the Company.  On November 15,
2010, Marc Lichtenstein was appointed by the Board of Directors to assume the
positions formerly held by Mr. Hughes.  On February 1, 2011, Mr.
Lichtenstein resigned as a director, Chief Executive Officer, President,
Secretary and Treasurer of the Company, and the Company’s Board of Directors (a)
increased the number of directors constituting the Board of Directors to two;
(b) appointed Kenneth Spiegeland as a director and as Chief Executive Officer,
Chief Financial Officer, President, Secretary and Treasurer of the Company; and
(c) appointed Richard Ringel as a director of the Company, effective
immediately.





We have
evaluated events and transactions subsequent to October 31, 2010, through the
date the financial statements were issued, for potential recognition or
disclosure in the accompanying financial statements.  Other than the
disclosures above, we did not identify any events or transactions through
February 14, 2011 that should be recognized or disclosed in the accompanying
financial statements.




F-12