UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





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


ACT
OF 1934





For the
fiscal year ended December 31, 2009








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


ACT
OF 1934





For the
transition period from __________________ to __________________





Commission File No. –
33-29139







TC X CALIBUR,
INC


(Name
of Small Business Issuer in its Charter)





Nevada
            87-0474017(State
      or other Jurisdiction of Incorporation or organization)
            (I.R.S.
      Employer Identification No.)





4685 S. Highland Drive,
Suite 202, Salt Lake City, Utah  84117


(Address
of Principal Executive Offices)





(801)
278-9424


(Registrant’s
Telephone Number, including area code)





Securities Registered
Pursuant to Section 12(b) of the Act: None





Securities Registered
Pursuant to Section 12(g) of the Act: Common Stock, par value
$0.001





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





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





Indicate
by check mark if 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.


(1) Yes
[X] No [  ]     (2) Yes [X] No
[  ]





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


1


Indicate
by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company:





Large
      accelerated filer
            [X]
            Accelerated
      filer
            [X]Non-accelerated
      filer
            [X]
            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).  Yes [X] No [  ]





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





The
aggregate estimated market value was determined by multiplying the approximate
number of shares of common stock held by non-affiliates by the average bid price
of such stock ($0.03) on June 30, 2009, as quoted on the OTCBB of the Financial
Industry Regulatory Authority (“FINRA”). There were 1,297,002 shares of common
voting stock held by non-affiliates, valued in the aggregate at
$38,910.





Outstanding
Shares





As of
March 10, 2010, the Registrant had 5,300,164 shares of common stock
outstanding.





Documents
Incorporated by Reference





See Part
IV, Item 15.





FORWARD
LOOKING STATEMENTS





In this
Annual Report, references to “TC X Calibur, Inc.,” “TC X,” the “Company,” “we,”
“us,” “our” and words of similar import) refer to TC X Calibur, Inc., the
Registrant.





This
Annual Report contains certain forward-looking statements and for this purpose
any statements contained in this Annual Report that are not statements of
historical fact may be deemed to be forward-looking
statements.  Without limiting the foregoing, words such as “may,”
“will,” “expect,” “believe,” “anticipate,” “estimate” or “continue” or
comparable terminology are intended to identify forward-looking
statements.  These statements by their nature involve substantial
risks and uncertainties, and actual results may differ materially depending on a
variety of factors, many of which are not within our control.  These
factors include but are not limited to economic conditions generally and in the
endeavors in which we may participate, competition within our chosen industry,
technological advances and failure by us to successfully develop business
relationships, among others.





PART
I





ITEM
1.  BUSINESS





Business
Development





TC X
Calibur, Inc. was organized under the laws of the State of Nevada on October 27,
1988, under the name “Extant Investments, Inc.”





The
following are the material organizational business developments since
inception:




·
              Commencing
      on or about December 5, 1990, pursuant to a Registration Statement on Form
      S-18 filed with the Securities and Exchange Commission and a Prospectus
      dated as of such date, we offered and sold units consisting of common
      stock and warrants that was closed on January 31, 1991.
  2
  
 ·
              Effective
      May 17, 1991, we acquired all of the issued and outstanding shares of
      common stock of Sentinel Diagnostics, Inc., an Arizona corporation
      (“Sentinel Diagnostics”), pursuant to an Agreement and Plan of
      Reorganization (the “Sentinel Plan”), and changed our name to “Sentinel
      Scientific, Inc.”
 
 ·
              We
      discontinued our business operations in late 1992 for lack of
      funding.
 
 ·
              Effective
      August 10, 1993, and pursuant to a Reorganization Agreement (the “AFC
      Plan”), we acquired all of the outstanding shares of common stock of
      A.F.C. Entertainment, Inc., a corporation organized under The Companies
      Act of Barbados (“AFC”), and changed our name to “TC X Calibur,
      Inc.”
 
 ·
              Effective
      December 31, 1993, we acquired all of the outstanding shares of common
      stock of Film Opticals Investments, Limited, a corporation organized under
      the laws of the Province of Ontario, Canada (“Film
    Opticals”).
 
 ·
              In
      1993, a wholly-owned subsidiary of Film Opticals, Film Opticals of Canada
      Limited (“Film Opticals of Canada”), sought court protection by filing a
      Notice of Intention to Make a Proposal pursuant to Subsection 50.4(1) of
      the Bankruptcy and Insolvency Act of Canada, because of a dispute with a
      creditor pursuant to a secured promissory note and a trustee (the
      “Trustee”) was appointed to oversee Film Opticals of Canada’s financial
      management in the Ontario Justice Court, General Division, Case No.
      B163/94.  Operation continued pending a resolution of the
      dispute with this creditor.
 
 ·
              Film
      Opticals of Canada’s proposal under its Notice of Intention to Make a
      Proposal was ultimately accepted by the Ontario Justice Court on April 25,
      2000.  A copy of the Certificate of Full Performance of Proposal
      executed by the Trustee was filed as Exhibit 99 to our 8-K Current Report
      dated May 5, 2000, and is incorporated herein by this reference, in Part
      IV, Item 15..
 
 ·
              Effective
      March 21, 2001, we filed a Certificate of Amendment to our Articles of
      Incorporation whereby our outstanding shares of common stock were reverse
      split on a basis of 1 for 20, while retaining our authorized shares at
      50,000,000 and our par value at $0.001 per share, with appropriate
      adjustments being made in our additional paid in capital and stated
      capital accounts, and with all fractional shares being rounded up to the
      nearest whole share; no stockholder, computed on a per stock certificate
      of record basis, then owning 100 or more shares, was reduced to less than
      100 shares; and no stockholder, then owning less than 100 shares, on the
      per stock certificate of record basis, was affected by the reverse split;
      and all fractional shares for rounding related to the reverse split were
      authorized to be issued by our Board of Directors.  All
      computations herein take into account this
    recapitalization.
 
 ·
              On
      or about December 28, 2004, pursuant to resolutions adopted by our Board
      of Directors and approved by the holders of a majority our outstanding
      shares of common stock, we sold substantially all of our assets by the
      conveyance of our wholly-owned subsidiary, Film Opticals (and its
      subsidiary, Film Opticals of Canada), and our film library (“Film
      Library”), to Film Opticals of Canada 2004 Limited, a newly formed
      corporation organized under the Province of Ontario, Canada (“New Film
      Opticals”), and a wholly-owned subsidiary of Berliner Holdings, Inc.
      (“Berliner”). Berliner was wholly-owned by our then President, Claus
      Voellmecke. As consideration of the purchase and sale of these assets,
      Berliner agreed to cancel 500,000 shares of our common stock that it owned
      and agreed, together with New Film Opticals, to assume, pay and/or
      compromise all of our outstanding claims or liabilities related to Film
      Opticals and our Film Library and indemnify and hold us harmless from
      them. For additional information, please see our 8-K Current Report, our
      8-K/A-1 Current Report and our 8-K/A-2 Current Report that have been
      previously filed with the Securities and Exchange Commission on or about
      December 8, 2004, December 9, 2004 and January 4, 2005, respectively, and
      which include a copy of the Definitive Proxy Statement that was mailed to
      our stockholders on or about December 8, 2004, copies of which are
      incorporated herein by this reference. See Part IV, Item
    15.
 
 3
   ·
                  In
      addition to the above referenced sale of substantially all of our assets
      on or about December 28, 2004, pursuant to resolutions adopted by our
      Board of Directors and approved by the holders of a majority of our
      outstanding shares of common stock, we amended our Articles of
      Incorporation to change our capitalization to add a class of preferred
      stock, and gave our Board of Directors authority to effect
      recapitalizations and/or name changes without further stockholder
      approval.
 
 ·
                  On
      or about September 15, 2005, certain shares of our common stock were sold
      to Jenson Services, Inc., a Utah corporation (“Jenson Services”), Duane S.
      Jenson, Travis T. Jenson and Thomas J. Howells, which shares, when
      accumulated with shares of our common stock that were already owned by
      these persons, represented a controlling interest in
  us.
 
 ·
                  On
      November 2, 2007, we announced the execution of a Letter of Intent to
      acquire EV Rental, LLC, a California limited liability
      company.  See Part IV, Item 15.  On March 3, 2008, we
      terminated our obligations under the Letter of
  Intent.
 
 ·
                  On
      December 28, 2007, in the OTCBB trading market on that date, we effected a
      forward split of our outstanding common stock on a basis of 2.3943 for
      one, while retaining the current par value of $0.001 per share, with all
      fractional shares to be rounded up to the nearest whole share, and with
      appropriate adjustments in our capital accounts.  All
      computations herein take into account this
    recapitalization.
 
 ·
                  On
      February 28, 2008, we filed Restated Articles of Incorporation with the
      State of Nevada, a copy of which is incorporated herein by
      reference.  See Part IV, Item
15.
 
 ·
                  On
      September 11, 2008, we filed a registration statement on Form 10 of the
      Securities and Exchange Commission (the “SEC”) registering our $0.001 par
      value common stock under Section 12(g) of the Securities Exchange Act of
      1934, as amended (the “Exchange Act”).  This registration
      statement became effective on or about November 9, 2008.  See
      Part IV, Item 15.




Description
of Business





We are
currently seeking and investigating potential assets, property or businesses to
acquire.  We have had no material business operations for more than 10
years. Our plan of operation for the next 12 months is to:(i) consider
guidelines of industries in which we may have an interest; (ii) adopt a business
plan regarding engaging in the business of any selected industry; and (iii) to
commence such operations through funding and/or the acquisition of a “going
concern” engaged in any industry selected.  We are unable to predict
the time as to when and if we may actually participate in any specific business
endeavor, and will be unable to do so until we determine the particular
industries in which we may engage.





We are
not currently engaged in any substantive business activity except the search for
potential assets, property or businesses to acquire, and we have no current
plans to engage in any other activity in the foreseeable future unless and until
we complete any such acquisition.  In our present form, we may be
deemed to be a vehicle to acquire or merge with a business or
company.  We do not intend to restrict our search for business
opportunities to any particular business or industry, and the areas in which we
will seek out business opportunities or acquisitions, reorganizations or mergers
may include, but will not be limited to, the fields of high technology,
manufacturing, natural resources, service, research and development,
communications, transportation, insurance, brokerage, finance and all medically
related fields, among others.  We recognize that the number of
suitable potential business ventures that may be available to us may be
extremely limited, and may be restricted as to acquisitions, reorganizations and
mergers with businesses or entities that desire to avoid what such entities may
deem to be the adverse factors related to an initial public offering (“IPO”) as
a method of going public. The most prevalent of these factors include
substantial time requirements, legal and accounting costs, the inability to
obtain an underwriter who is willing to publicly offer and sell shares, the lack
of or the inability to obtain the required financial statements for such an
undertaking, state limitations on the amount of dilution to public investors in
comparison to the stockholders of any such entities, along with other conditions
or requirements imposed by various federal and state securities laws, rules and
regulations and federal and state agencies that implement such laws, rules and
regulations.





4


Amendments
to Form 8-K by the Securities and Exchange Commission (the “SEC”) regarding
shell companies and transactions with shell companies that require the filing of
all information about an acquired company that would have been required to have
been filed had any such company filed a Form 10 with the SEC, along with
required audited,
interim and proforma financial statements, within four business days of the
closing of any such transaction (Item 5.01(a)(8) of Form 8-K); and the recent
amendments to Rule 144 adopted by the SEC that were effective on February 15,
2008, limit the resale of most securities of shell companies until one year
after the filing of such information, may eliminate many of the perceived
advantages of these types of going public transactions.  These types
of transactions are customarily referred to as “reverse” reorganizations or
mergers in which the acquired company’s shareholders become controlling
shareholders in the acquiring company and the acquiring company becomes the
successor to the business operations of the acquired
company.  Regulations governing shell companies also deny the use of
Form S-8 for the registration of securities and limit the use of this Form to a
reorganized shell company until the expiration of 60 days from when any such
entity is no longer considered to be a shell company.  This
prohibition could further restrict opportunities for us to acquire companies
that may already have stock option plans in place that cover numerous
employees.  In such instances, there may be no exemption from
registration for the issuance of securities in any business combination to these
employees, thereby necessitating the filing of a registration statement with the
SEC to complete any such reorganization, and incurring the time and expense that
are normally avoided by reverse reorganizations or mergers.





Recent
amendments to Rule 144, adopted by the SEC and effective on February 15, 2008,
codify the SEC’s prior position limiting the tradeability of certain securities
of shell companies, including those issued by us in any acquisition,
reorganization or merger, and further limit the tradeability of additional
securities of shell companies; these proposals will further restrict the
availability of opportunities for us to acquire any business or enterprise that
desire to utilize us as a means of going public.





Any of
these types of transactions, regardless of the particular prospect, would
require us to issue a substantial number of shares of our common stock that
could amount to as much as 95% of our outstanding voting securities following
the completion of any such transaction; accordingly, investments in any such
private enterprise, if available, would be much more favorable than any
investment in us.





Management
intends to consider a number of factors prior to making any decision as to
whether to participate in any specific business endeavor, none of which may be
determinative or provide any assurance of success.  These may include,
but will not be limited to, as applicable, an analysis of the quality of the
particular business or entity’s management and personnel; the anticipated
acceptability of any new products or marketing concepts that any such business
or company may have; the merits of any such business’ or company’s technological
changes; the present financial condition, projected growth potential and
available technical, financial and managerial resources of any such business or
company; working capital, history of operations and future prospects; the nature
of present and expected competition; the quality and experience of any such
business’ or company’s management services and the depth of management; the
business’ or the company’s potential for further research, development or
exploration; risk factors specifically related to the business’ or company’s
operations; the potential for growth, expansion and profit of the business
or  company; the perceived public recognition or acceptance of the
company’s or the business’ products, services, trademarks and name
identification; and numerous other factors which are difficult, if not
impossible, to properly or accurately quantify or analyze, let alone describe or
identify, without referring to specific objective criteria of an identified
business or company.





Regardless,
the results of operations of any specific entity may not necessarily be
indicative of what may occur in the future, by reason of changing market
strategies, plant or product expansion, changes in product emphasis, future
management personnel and changes in innumerable other
factors.  Further, in the case of a new business venture or one that
is in a research and development mode, the risks will be substantial, and there
will be no objective criteria to examine the effectiveness or the abilities of
its management or its business objectives.  Also, a firm market for
its products or services may yet need to be established, and with no past track
record, the profitability of any such entity will be unproven and cannot be
predicted with any certainty.





Management
will attempt to meet personally with management and key personnel of the entity
providing any potential business opportunity afforded to us, visit and inspect
material facilities, obtain independent analysis or verification of information
provided and gathered, check references of management and key personnel and
conduct other reasonably prudent measures calculated to ensure a reasonably
thorough review of any particular business opportunity; however, due to time
constraints of management, these activities may be limited.


5


We are
unable to predict the time as to when and if we may actually participate in any
specific business endeavor.  We anticipate that proposed business
ventures will be made available to us through personal contacts of directors,
executive officers and principal stockholders, professional advisors, broker
dealers in securities, venture capital personnel and others who may present
unsolicited proposals.  In certain cases, we may agree to pay a
finder’s fee or to otherwise compensate the persons who submit a potential
business endeavor in which we eventually participate. Such persons may include
our directors, executive officers and beneficial owners our securities or their
affiliates. In this event, such fees may become a factor in negotiations
regarding any potential venture and, accordingly, may present a conflict of
interest for such individuals.  Management does not presently intend
to acquire or merge with any business enterprise in which any member has a prior
ownership interest.





Our
directors and executive officers have not used any particular consultants,
advisors or finders on a regular basis.





Although
we currently have no plans to do so, depending on the nature and extent of
services rendered, we may compensate members of management in the future for
services that they may perform for us.  Because we currently have
extremely limited resources, and we are unlikely to have any significant
resources until we have determined a business or enterprise to engage in or have
completed a reorganization, merger or acquisition, management expects that any
such compensation would take the form of an issuance of shares of our common
stock to these persons; this would have the effect of further diluting the
holdings of our other stockholders.  There are presently no
preliminary agreements or understandings between us and members of our
management respecting such compensation.  Any shares issued to members
of our management would be required to be resold under an effective registration
statement filed with the SEC or 12 months after we file the Form 10 information
about the acquired company with the SEC as now required by Form 8-K. These
provisions could further inhibit our ability to complete the acquisition of any
business or complete any merger or reorganization with another entity, where
finder’s or others who may be subject to these resale limitations refuse to
provide us with any introductions or to close any such transactions unless they
are paid requested fees in cash or unless we agree to file a registration
statement with the SEC that includes any shares that are issued to them at no
cost to them.  These expenses could limit potential acquisition
candidates, especially those in need of cash resources, and could affect the
number of shares that our shareholders retain following any such transaction, by
reason of the increased expense.





Substantial
fees are also often paid in connection with the completion of all types of
acquisitions, reorganizations or mergers, ranging from a small amount to as much
as $600,000 or more. These fees are usually divided among promoters or founders
or finders, after deduction of legal, accounting and other related expenses, and
it is not unusual for a portion of these fees to be paid to members of
management or to principal stockholders as consideration for their agreement to
retire a portion of their shares of our common stock that are owned by them or
to provide an indemnification for all of our prior
liabilities.  Management may actively negotiate or otherwise consent
to the purchase of all or any portion of their shares of common stock as a
condition to, or in connection with, a proposed reorganization, merger or
acquisition.  It is not anticipated that any such opportunity will be
afforded to other stockholders or that such other stockholders will be afforded
the opportunity to approve or consent to any particular stock buy-out
transaction.  In the event that any such fees are paid or shares are
purchased, these requirements may become a factor in negotiations regarding any
potential acquisition or merger by us and, accordingly, may also present a
conflict of interest for such individuals. We have no present arrangements or
understandings respecting any of these types of fees or
opportunities.  Any of these types of fees that are paid in shares of
our common stock will also be subject to the resale limitations embodied in the
recent amendments to Rule 144.





None of
our directors, executive officers, founders or their affiliates or associates
has had any negotiations with any representatives of the owners of any business
or company regarding the possibility of an acquisition, reorganization, merger
or other business opportunity with us.





Principal
Products or Services and Their Markets





None; not
applicable.





Distribution
Methods of the Products or Services





None; not
applicable.


6





Status
of any Publicly Announced New Product or Service





None; not
applicable.





Competitive
Business Conditions and Smaller Reporting Company’s Competitive Position in the
Industry and Methods of Competition





Management
believes that there are literally thousands of shell companies engaged in
endeavors similar to those engaged in by us; many of these companies have
substantial current assets and cash reserves.  Competitors also
include thousands of other publicly-held companies whose business operations
have proven unsuccessful, and whose only viable business opportunity is that of
providing a publicly-held vehicle through which a private entity may have access
to the public capital markets via a reverse reorganization or
merger.  There is no reasonable way to predict our competitive
position or that of any other entity in these endeavors; however, we, having
limited assets and no cash reserves, will no doubt be at a competitive
disadvantage in competing with entities that have significant cash resources and
have recent operating histories when compared with the complete lack of any
substantive operations by us since December 2004.





Sources
and Availability of Raw Materials and Names of Principal Suppliers





None; not
applicable.





Dependence
on One or a Few Major Customers





None; not
applicable.





Patents,
Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor
Contracts, including Duration





None; not
applicable.





Need
for any Governmental Approval of Principal Products or Services





Because
we currently have no business operations and produce no products nor provide any
services, we are not presently subject to any governmental regulation in this
regard.  However, in the event that we complete a reorganization,
merger or acquisition transaction with an entity that is engaged in business
operations or provides products or services, we will become subject to all
governmental approval requirements to which the reorganized, merged or acquired
entity is subject or may become subject.





Effect
of Existing or Probable Governmental Regulations on the Business





Smaller Reporting Company





We are
subject to the reporting requirements of Section 13 of the Exchange Act, and we
are subject to the disclosure requirements of Regulation S-K of the SEC, as a
“smaller reporting company.”   That designation will relieve us
of some of the informational requirements of Regulation S-K.





Sarbanes/Oxley Act





We are
also subject to the Sarbanes-Oxley Act of 2002.  The Sarbanes/Oxley
Act created a strong and independent accounting oversight board to oversee the
conduct of auditors of public companies and strengthens auditor
independence.  It also requires steps to enhance the direct
responsibility of senior members of management for financial reporting and for
the quality of financial disclosures made by public companies; establishes clear
statutory rules to limit, and to expose to public view, possible conflicts of
interest affecting securities analysts; creates guidelines for audit committee
members’ appointment, compensation and oversight of the work of public
companies’ auditors; management assessment of our internal controls; auditor
attestation to management’s


7


conclusions
about internal controls (anticipated to commence with the December 31, 2009,
year end); prohibits certain insider trading during pension fund blackout
periods; requires companies and auditors to evaluate internal controls and
procedures; and establishes a federal crime of securities fraud, among other
provisions. Compliance with the requirements of the Sarbanes/Oxley Act will
substantially increase our legal and accounting costs.





Exchange Act Reporting
Requirements





Section
14(a) of the Exchange Act requires all companies with securities registered
pursuant to Section 12(g) of the Exchange Act to comply with the rules and
regulations of the SEC regarding proxy solicitations, as outlined in Regulation
14A. Matters submitted to our stockholders at a special or annual meeting
thereof or pursuant to a written consent will require us to provide our
stockholders with the information outlined in Schedules 14A or 14C of Regulation
14; preliminary copies of this information must be submitted to the SEC at least
10 days prior to the date that definitive copies of this information are
forwarded to our stockholders.





On
September 11, 2008, we filed a registration statement on Form 10 of the SEC
registering our $0.001 par value common stock under Section 12(g) of the
Exchange Act.  This registration statement became effective on or
about November 9, 2008.





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





Research
and Development Costs During the Last Two Fiscal Years





None; not
applicable.





Cost
and Effects of Compliance with Environmental Laws





We do not
believe that our current or intended business operations are subject to any
material environmental laws, rules or regulations that would have an adverse
material effect on our business operations or financial condition or result in a
material compliance cost; however, we will become subject to all such
governmental requirements to which the reorganized, merged or acquired entity is
subject or may become subject.





Number
of Total Employees and Number of Full Time Employees





None.





Additional
Information





You may
read and copy any materials that we file with the SEC at the SEC’s Public
Reference Room at 100 F Street, N.E., Washington, D.C. 20549.  You may
also find all of the reports or registration statements that we have previously
filed electronically with the SEC at its Internet site at www.sec.gov.  Please
call the SEC at 1-202-551-8090 for further information on this or other Public
Reference Rooms.  Our SEC reports and registration statements are also
available from commercial document retrieval services, such as CCH Washington
Service Bureau, whose telephone number is 1-800-955-0219.





PART
II





ITEM 1A.  RISK
FACTORS





Not
required for smaller reporting companies.





ITEM
2:  PROPERTIES





We have
no assets, property or business; our principal executive office address and
telephone number are the business office address and telephone number of our
President, Travis T. Jenson, and are currently provided at no


8


cost.  Because
we have had no business, our activities have been limited to keeping us in good
standing in the State of Nevada and timely voluntarily filing our reports with
the SEC. These activities have consumed an insignificant amount of management’s
time; accordingly, the costs to Mr. Jenson of providing the use of his
office and telephone have been minimal.





ITEM 3:  LEGAL
PROCEEDINGS





We are
not a party to any pending legal proceeding. To the knowledge of our management,
no federal, state or local governmental agency is presently contemplating any
proceeding against us.  No director, executive officer or affiliate of
ours or owner of record or beneficially of more than 5% of our common stock is a
party adverse to us or has a material interest adverse to us in any
proceeding.





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





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


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





Market Information





Our
common stock is listed on the OTC Bulletin Board of the National Association of
Securities Dealers (“NASD” [now “FINRA”]) under the symbol “TCXB.” There is
currently no established trading market for shares of our common
stock.  Management does not expect any viable market to develop in our
common stock unless and until we complete an acquisition or merger. In any
event, no assurance can be given that any market for our common stock will
develop or be maintained.





For any
market that develops for our common stock, the sale of “restricted securities”
(common stock) pursuant to Rule 144 of the SEC by members of management or any
other person to whom any such securities may be issued in the future may have a
substantial adverse impact on any such public market.  For information
regarding the requirements of resales under Rule 144, see the heading “Rule 144”
below.





The
following table sets forth, for the periods indicated over the last two years,
the high and low closing bid quotations, as reported by the OTC Bulletin Board,
and represents prices between dealers, does not include retail markups,
markdowns or commissions, and may not represent actual
transactions:





Closing
      Bid2008
            
            High
            
            LowJanuary
      2 – March 31
            
            .30
            
            .20April
      1 – June 30
            
            .20
            
            .20July
      1 – September 30
            
            .20
            
            .20October
      1 – December 31
            
            .20
            
            .102009January
      2 – March 31
            
            .10
            
            .02April
      1 – June 30
            
            .03
            
            .02July
      1 – September 30
            
            .03
            
            .03October
      1 – December 31
            
            .03
            
            .03





These
prices were obtained from the National Quotation Bureau, Inc. (“NQB”) and do not
necessarily reflect actual transactions, retail markups, mark downs or
commissions.





Holders





We
currently have 144 shareholders, not including an indeterminate number who may
hold shares in “street name.”


9


Dividends





We have
not declared any cash dividends with respect to our common stock and do not
intend to declare dividends in the foreseeable future.  Our future
dividend policy cannot be ascertained with any certainty, and if and until we
complete any acquisition, reorganization or merger, no such policy will be
formulated. There are no material restrictions limiting, or that are likely to
limit, our ability to pay dividends on our securities.





Securities
Authorized for Issuance under Equity Compensation Plans





None; not
applicable.





Recent
Sales of Unregistered Securities; Use of Proceeds from Registered
Securities





There
were no sales of registered or unregistered securities by us during the year
ended December 31, 2009.





Rule
144





The
following is a summary of the current requirements of Rule 144:





Affiliate
      or Person Selling on Behalf of an Affiliate
            Non-Affiliate
      (and has not been an Affiliate During the Prior Three
    Months)Restricted
      Securities of Reporting Issuers
            During six-month holding period – no
      resales under Rule 144 Permitted.
              
              After Six-month holding period – may resell
      in accordance with all Rule 144 requirements including:
              ·Current
      public information,
              ·Volume
      limitations,
              ·Manner
      of sale requirements for equity securities, and
              ·Filing
      of Form 144.
            During six- month holding period – no
      resales under Rule 144 permitted.
              
              After six-month holding period but before one
      year – unlimited public resales under Rule 144 except that the
      current public information requirement still applies.
              
              After one-year holding period – unlimited
      public resales under Rule 144; need not comply with any other Rule 144
      requirements.Restricted
      Securities of Non-Reporting Issuers
            During one-year holding period – no resales
      under Rule 144 permitted.
              
              After one-year holding period – may resell
      in accordance with all Rule 144 requirements including:
              ·Current
      public information,
              ·Volume
      limitations,
              ·Manner
      of sale requirements for equity securities, and
              ·Filing
      of Form 144.
            During one-year holding period – no resales
      under Rule 144 permitted.
              
              After one-year holding period – unlimited
      public resales under Rule 144; need not comply with any other Rule 144
      requirements.





Shell
Companies





The
following is an excerpt from Rule 144(i) regarding resales of securities of
shell companies:





“(i)  Unavailability
to securities of issuers with no or nominal operations and no or nominal
non-cash assets.





10


(1)           This
section is not available for the resale of securities initially issued by an
issuer defined below:





(i) An issuer, other
than a business combination related shell company, as defined in §230.405, or an asset-backed
issuer, as defined in Item 1101(b) of Regulation AB (§229.1101(b) of this
chapter), that has:





(A)           No
or nominal operations; and





(B)           Either
:





(1)   No or nominal
assets;


(2)   Assets consisting
solely of cash and cash equivalents; or


(3)   Assets consisting of
any amount of cash and cash equivalents and nominal other assets;
or





(ii)           An
issuer that has been at any time previously an issuer described in paragraph
(i)(1)(i).





(2)           Notwithstanding
paragraph (i)(1), if the issuer of the securities previously had been an issuer
described in paragraph (i)(1)(i) but has ceased to be an issuer described in
paragraph (i)(1)(i); is subject to the reporting requirements of section 13 or
15(d) of the Exchange Act; has filed all reports and other materials required to
be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the
preceding 12 months (or for such shorter period that the issue was required to
file such reports and materials), other than Form 8-K reports (§249.308 of this
chapter); and has filed current “Form 10 information” with the Commission
reflecting its status as an entity that is no longer an issuer described in
paragraph (i)(1)(i), then those securities may be sold subject to the
requirements of this section after one year has elapsed from the date that the
issuer filed “Form 10 information” with the Commission.





(3)           The
term “Form 10 information” means the information that is required by Form 10 or
Form 20-F (§249.220f of this chapter), as applicable to the issuer of the
securities, to register under the Exchange Act each class of securities being
sold under this rule.  The issuer may provide the Form 10 information in
any filing of the issuer with the Commission.  The Form 10 information is
deemed filed when the initial filing is made with the Commission.”





Securities
of a shell company cannot be publicly sold under Rule 144 in the absence of
compliance with this subparagraph, though the SEC has implied that these
restrictions would not be enforced respecting securities issued by a shell
company while it was not determined to be a shell company.





Section 4(1) of the Securities
Act





Since we
are a shell company as defined in subparagraph (i) of Rule 144, our shares of
common stock cannot be publicly resold under Rule 144 until we comply with the
requirements outlined above under the heading “Shell Companies.”  Until
those requirements have been satisfied, any resales of our shares of common
stock must be made in compliance with the provisions of the exemption from
registration under the Securities Act provided in Section 4(1) thereof,
applicable to persons other than “an issuer, underwriter or a dealer.”
 That will require that such shares of common stock be sold in “routine
trading transactions,” which would include compliance with substantially all of
the requirements of Rule 144, regardless of its availability; and such resales
may be limited to our non-affiliates.  It is the position of the SEC that
the Section 4(1) exemption is not available for the resale of any securities of
an issuer that is or was a shell company, by directors, executive officers,
promoters or founders or their transferees.  See NASD Regulation,
Inc., CCH Federal Securities Law Reporter, 1990-2000 Decisions, Paragraph
No. 77,681, the so-called “Worm-Wulff Letter.”





Use
of Proceeds of Registered Securities





There
were no proceeds received during the calendar year ended December 31, 2009, from
the sale of registered securities.





Purchases
of Equity Securities by Us and Affiliated Purchasers





None; not
applicable.





11


ITEM 6:  SELECTED
FINANCIAL DATA





Not
required for smaller reporting companies.





ITEM
7:  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION





When used
in this Annual Report, the words “may,” “will,” “expect,” “anticipate,”
“continue,” “estimate,” “project,” “intend,” and similar expressions are
intended to identify forward-looking statements within the meaning of Section
27a of the Securities Act and Section 21e of the Exchange Act regarding events,
conditions, and financial trends that may affect our future plans of operations,
business strategy, operating results, and financial position.  Persons
reviewing this Annual Report are cautioned that any forward-looking statements
are not guarantees of future performance and are subject to risks and
uncertainties and actual results may differ materially from those included
within the forward-looking statements as a result of various
factors.  Such factors are discussed further below under “Trends and
Uncertainties,” and also include general economic factors and conditions that
may directly or indirectly impact our financial condition or results of
operations.





Plan
of Operation





Our plan
of operation for the next 12 months is to: (i)consider guidelines of industries
in which we may have an interest; (ii) adopt a business plan regarding engaging
in the business of any selected industry; and (iii) to commence such operations
through funding and/or the acquisition of a “going concern” engaged in any
industry selected.





During
the next 12 months, our only foreseeable cash requirements will relate to
maintaining our good standing or the payment of expenses associated with legal
fees, accounting fees and reviewing or investigating any potential business
venture, which may be advanced by management or principal stockholders as loans
to us. Because we have not determined any business or industry in which our
operations will be commenced, and we have not identified any prospective venture
as of the date of this Annual Report, it is impossible to predict the amount of
any such loan. Any such loan will be on terms no less favorable to us than would
be available from a commercial lender in an arm’s length transaction. No advance
or loan from any affiliate will be required to be repaid as a condition to any
agreement with future acquisition partners.





When and
if a business will commence or an acquisition made is presently unknown and will
depend upon various factors, including but not limited to funding and its
availability and if and when any potential acquisition may become available to
us at terms acceptable to us.  The estimated costs associated with
reviewing and verifying information about a potential business venture would be
mainly for due diligence and the legal process and could cost between $5,000 and
$25,000.  These funds will either be required to be loaned by
management or raised in private offerings; we cannot assure you that it can
raise funds, if needed.





Liquidity
and Capital Resources





We had no
cash or cash equivalents on hand. If additional funds are required, such funds
may be advanced by management or stockholders as loans to us. During the year
ended December 31, 2009, expenses were paid by a principal stockholder in the
amount of $7,577.  During the same period in 2008, additional expenses
by a principal stockholder totaled $15,406. The aggregate amount of $68,643
outstanding as of December 31, 2009, is unsecured and is due on demand. Because
we have not identified any acquisition or venture, it is impossible to predict
the amount of any such loan.





Results of
Operations





Other
than maintaining its good corporate standing in the State of Nevada,
compromising and settling our debts and seeking the acquisition of assets,
properties or businesses that may benefit us and our stockholders, we have had
no material business operations in the two most recent calendar
years.





At
December 31, 2009, we had prepaid expenses of $1,200. See the Index to Financial
Statements, Part II, Item 8, of this Annual Report.


12





During
the year ended December 31, 2009, we had a net loss of $6,905, resulting from
operations.  During this same period ending December 31, 2008, we had
a net loss of $14,696, also resulting from operations.  The decrease
in our net loss from December 31, 2008 to December 31, 2009 was due to a
decrease in legal fees and our overall operating expenses in
general.  Except as described above, we have received no revenues in
either of our two most recent calendar years.  See the Index to
Financial Statements, Part II, Item 8, of this Annual Report.





Off-Balance
Sheet Arrangements





We had no
Off-Balance Sheet arrangements during the fiscal year ended December 31,
2009.





ITEM
7A:  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





Not
applicable.





ITEM 8:  FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA





TC X CALIBUR,
INC.


(A
Development Stage Company)





FINANCIAL
STATEMENTS


December
31, 2009





TABLE
OF CONTENTS












Report of
      Independent Registered Public Accounting Firm
            14Consolidated
      Balance Sheets
            15Consolidated
      Statements of Operations
            16Consolidated
      Statements of Stockholders' Deficit
            17Consolidated
      Statements of Cash Flows
            18Notes to
      Consolidated Financial Statements
            19







13





Report of Independent
Registered Public Accounting Firm








The Board
of Directors and Shareholders


TC X
Calibur, Inc. [a development stage company]





We have
audited the accompanying consolidated balance sheets of TC X Calibur, Inc. [a
development stage company] as of December 31, 2009 and 2008, and the related
consolidated statements of operations, stockholders’ equity (deficit), and cash
flows for the years ended December 31, 2009 and 2008, and for the period from
reactivation [January 2005] through December 31, 2009. These financial
statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based on
our audit.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform an audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company has determined that it
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 purposes
of expressing an opinion on the effectiveness of the Company’s internal controls
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of TC X Calibur, Inc. [a development
stage company] as of December 31, 2009 and 2008, and the results of its
operations and cash flows for the years ended December 31, 2009 and 2008, and
for the period from reactivation through December 31, 2009, 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 in Note 2 to the financial
statements, the Company has incurred a loss from operations and negative
operating cash flows during the period from reactivation through December 31,
2009. These issues raise substantial doubt about its ability to continue as a
going concern. Management’s plans in regard to these matters are also described
in Note 2. The financial statements do not include any adjustment that might
result from the outcome of this uncertainty.





/s/
Mantyla McReynolds, LLC


Mantyla
McReynolds, LLC


Salt Lake
City, Utah


March 11,
2010


14





TC X CALIBUR, INC.


(A
Development Stage Company)


CONSOLIDATED
BALANCE SHEETS


December
31, 2009 and 2008











December
      31, 2009
            
            
            
            December
      31, 2008(Audited)
            
            
            
            (Audited)ASSETSPrepaid
      Expenses
            $
            1,200
            
            
            $
            1,200Total
      Assets
            $
            1,200
            
            
            $
            1,200LIABILITIES
      AND STOCKHOLDERS’ EQUITY (DEFICIT)LiabilitiesCurrent
      LiabilitiesAccounts
      Payable
            $
            —
            
            
            $
            672Payable
      to related parties
            
            68,643
            
            
            
            61,066Total
      Current Liabilities
            
            68,643
            
            
            
            61,738Total
      Liabilities
            
            68,643
            
            
            
            61,738Stockholders’
      Equity (Deficit)Preferred
      Stock--5,000,000 shares authorized,$.001
      par value; 0 shares issued and outstanding
            
            —
            
            
            
            —Common
      stock--50,000,000 shares authorized,$.001
      par value; 5,300,164 shares issued and outstanding
            
            5,300
            
            
            
            5,300Additional
      Paid-In Capital
            
            609,700
            
            
            
            609,700Accumulated
      Deficit
            
            (613,885
            )
            
            
            (613,885
            )Deficit
      Accumulated During Development Stage
            
            (68,558
            )
            
            
            (61,653
            )Total
      Stockholders’ Equity (Deficit)
            
            (67,443
            )
            
            
            (60,538
            )Total
      Liabilities and Stockholders' Equity (Deficit)
            $
            1,200
            
            
            $
            1,200




















See
Accompanying Notes to the Financial Statements


15


TC
X CALIBUR, INC.


(A
Development Stage Company)


CONSOLIDATED
STATEMENTS OF OPERATIONS


For
the Years Ended December 31, 2009 and 2008, and for the Period from


Reactivation
(January 1, 2005) through December 31, 2009

















FromFor
      the
            
            
            For
      the
            
            
            reactivationYear
            
            
            Year
            
            
            (01/01/05)Ended
            
            
            Ended
            
            
            throughDecember
      31,
            
            
            December
      31,
            
            
            December
      31,2009
            
            
            2008
            
            
            2009Revenues
            
            $
            —
            
            
            $
            —
            
            
            $
            —General
      and Administrative Expenses
            
            
            6,905
            
            
            
            14,696
            
            
            
            68,558Net
      Income (loss) from operations before taxes
            
            
            (6,905
            )
            
            
            (14,696
            )
            
            
            (68,558
            )Provision
      for Income Taxes
            
            
            —
            
            
            
            —
            
            
            
            —Net
      Income (Loss)
            
            $
            (6,905
            )
            
            $
            (14,696
            )
            
            $
            (68,558
            )Basic
      and Diluted Income (Loss) Per Share
            
            $
            (0.01
            )
            
            $
            (0.01
            )
            
            $
            (0.01
            )Weighted
      Average Shares Outstanding
            
            
            5,300,164
            
            
            
            5,300,164
            
            
            
            5,300,164

















See
Accompanying Notes to the Financial Statements


16


TC
X CALIBUR, INC.


(A
Development Stage Company)


CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ DEFICIT


For
the Years Ended December 31, 2009 and 2008, and for the Period from


Reactivation
(January 1, 2005) through December 31, 2009











AccumulatedAdditional
            
            
            
            
            
            Deficit
      During
            
            
            NetNumber
      of
            
            
            Common
            
            
            Paid-in
            
            
            Accumulated
            
            
            Development
            
            
            Stockholders'Shares
            
            
            Stock
            
            
            Capital
            
            
            Deficit
            
            
            Stage
            
            
            Equity
      (Deficit)Balance,
      January 1, 2005
            
            2,213,623
            
            
            $
            2,214
            
            
            $
            612,786
            
            
            $
            (613,885
            )
            
            $
            —
            
            
            $
            1,115December
      27, 2007 - Effect offorward
      split - 2.3943 for 1
            
            3,086,541
            
            
            $
            3,086
            
            
            $
            (3,086
            )Net
      loss for the year endedDecember
      31, 2005
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (32,564
            )
            
            
            (32,564
            )Balance,
      December 31, 2005
            
            5,300,164
            
            
            $
            5,300
            
            
            $
            609,700
            
            
            $
            (613,885
            )
            
            $
            (32,564
            )
            
            $
            (31,449
            )Net
      loss for the year endedDecember
      31, 2006
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (6,488
            )
            
            
            (6,488
            )Balance,
      December 31, 2006
            
            5,300,164
            
            
            $
            5,300
            
            
            $
            609,700
            
            
            $
            (613,885
            )
            
            $
            (39,052
            )
            
            $
            (37,937
            )Net
      loss for the year endedDecember
      31, 2007
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (7,905
            )
            
            
            (7,905
            )Balance,
      December 31, 2007
            
            5,300,164
            
            
            $
            5,300
            
            
            $
            609,700
            
            
            $
            (613,885
            )
            
            $
            (46,957
            )
            
            $
            (45,842
            )Net
      loss for the year endedDecember
      31, 2008
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (14,696
            )
            
            
            (14,696
            )Balance,
      December 31, 2008
            
            5,300,164
            
            
            $
            5,300
            
            
            $
            609,700
            
            
            $
            (613,885
            )
            
            $
            (61,653
            )
            
            $
            (60,538
            )Net
      loss for the year endedDecember
      31, 2009
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (6,905
            )
            
            
            (6,905
            )Balance,
      December 31, 2009
            
            5,300,164
            
            
            $
            5,300
            
            
            $
            609,700
            
            
            $
            (613,885
            )
            
            $
            (68,558
            )
            
            $
            (67,443
            )




















See
Accompanying Notes to the Financial Statements


17


TC
X CALIBUR, INC.


(A
Development Stage Company)


CONSOLIDATED
STATEMENTS OF CASH FLOWS


For
the Years Ended December 31, 2009 and 2008, and for the Period from


Reactivation
(January 1, 2005) through December 31, 2009











FromFor
      the
            
            
            For
      the
            
            
            reactivationYear
            
            
            Year
            
            
            (01/01/05)Ended
            
            
            Ended
            
            
            throughDecember
      31,
            
            
            December
      31,
            
            
            December
      31,2009
            
            
            2008
            
            
            2009Cash
      Flows From Operating ActivitiesNet
      income (loss)
            
            $
            (6,905
            )
            
            $
            (14,696
            )
            
            $
            (68,558
            )Adjustments
      to reconcile net income (loss) tonet
      cash provided by operating activities:Issued
      Stock for Services
            
            
            —
            
            
            
            —
            
            
            
            18,750Increase
      in Pre-Paid Expense
            
            
            —
            
            
            
            —
            
            
            
            (1,200
            )Increase
      (decrease) in:Accounts
      payable
            
            
            (672
            )
            
            
            (710
            )
            
            
            (427
            )Payables
      to related parties
            
            
            7,577
            
            
            
            15,406
            
            
            
            51,435Net
      Cash From Operations
            
            
            —
            
            
            
            —
            
            
            
            —Net
      Decrease in Cash
            
            
            —
            
            
            
            —
            
            
            
            —Beginning
      Cash Balance
            
            
            —
            
            
            
            —
            
            
            
            —Ending
      Cash Balance
            
            $
            —
            
            
            $
            —
            
            
            $
            —Supplemental
      Disclosure InformationIssued
      Stock for Service Contracts
            
            $
            —
            
            
            $
            —
            
            
            $
            18,750

















See
Accompanying Notes to the Financial Statements


18


TC
X CALIBUR, INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(A
Development Stage Company)


December
31, 2009





NOTE
1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





(a)
Organization





TC X
Calibur, Inc. (“the Company”) was incorporated in Nevada in October, 1988, under
the name Extant Investments, Inc. In 1991, the Company merged with and changed
its name to Sentinel Scientific, Inc. From 1991 to 1993, the Company was
involved with research and development of biomedical technologies, but ceased
active operations due to lack of operating capital. In August, 1993, the Company
merged with A.F.C. Entertainment, Inc. (“A.F.C.”), a Barbados corporation, which
was involved with the foreign film industry. In December, 1993, the Company
purchased all of the shares of Film Optical Investments Limited, a corporation
organized in the Province of Ontario, Canada (“Film Opticals”) in exchange for
480,000 of its common shares. With the acquisition of Film Opticals, the Company
had been engaged in the business of providing a full range of motion picture
printing services and creative titles, credits and optical effects for features,
commercials, theatrical and television programs. The foreign film library,
acquired with the merger of A.F.C., remained intact, but funding constraints
curtailed the Company’s ability to develop and market this business. Because of
these constraints, the board of directors elected on December 8, 2004, to sell
Film Opticals. The Company is currently considering new business opportunities
for its planned principle operations.





The
financial statements of the Company have been prepared in accordance with U. S.
generally accepted accounting principles. The consolidated financial statements
of the Company include the accounts of TC X Calibur, Inc. and its wholly-owned
subsidiary, TCX Acquisition Corp. All significant intercompany transactions have
been eliminated. The following summarizes the more significant of such
policies:





(b)
Statement of Cash Flows





For
purposes of the statement of cash flows, the Company considers all highly liquid
debt instruments purchased with a maturity of three months or less to be cash
equivalents. During the period ending December 31, 2009 the Company did not have
non-cash investing or financing activities.





(c)
Income Taxes





The
Company applies the provisions of Financial Accounting Standards Board
Accounting Standard Codification (“ASC”) 740 Income Taxes.  The
Standard requires an asset and liability approach for financial accounting and
reporting for income taxes, and the recognition of deferred tax assets and
liabilities for the temporary differences between the financial reporting basis
and tax basis of the Company’s assets and liabilities at enacted tax rates
expected to be in effect when such amounts are realized or settled. Due to a
loss from inception, the Company has no tax liability.  At this time
the Company has no deferred taxes arising from temporary differences between
income for financial reporting and income tax purposes.





We
classify tax-related penalties and net interest on income taxes as income tax
expense. As of December 31, 2009 and 2008, no income tax expense had been
incurred.





(d) Net
Loss Per Common Share





Basic
loss per common share is based on the weighted-average number of shares
outstanding. Diluted income or loss per share is computed using weighted average
number of common shares plus dilutive common share equivalents outstanding
during the period using the treasury stock method. There are no common stock
equivalents outstanding, thus, basic and diluted income or loss per share
calculations are the same.  All per share calculations reflect the
effects of the forward stock split.


19





(e)
Impairment of Long-Lived Assets





The
Company reviews long-lived assets, at least annually, to determine if impairment
has occurred and whether the economic benefit of the asset (fair value for
assets to be used and fair value less disposal costs for assets to be disposed
of) is expected to be less than the carrying value. Triggering events, which
signal further analysis, consist of a significant decrease in the asset’s market
value, a substantial change in the use of an asset, a significant physical
change in the asset, a significant change in the legal or business climate that
could affect the asset, an accumulation of costs significantly in excess of the
amount originally expected to acquire or construct the asset, or a history of
losses that imply continued losses associated with assets used to generate
revenue. The Company has no long-lived assets as of December 31,
2009.





(f) Use
of Estimates in Preparation of Financial Statements





The
preparation of financial statements in conformity with U. S. 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. Actual results could differ from those
estimates.





(g)
Revenue Recognition





The
Company shall recognize revenues in accordance with the Securities &
Exchange Commission Staff Accounting Bulletin (SAB) number 104, “Revenue
Recognition.”  SAB 104 clarifies application of U.S. generally
accepted accounting principles to revenue transactions. Accordingly the Company
shall recognize revenues when earned which shall be as products or services are
delivered to customers. The Company shall also record accounts receivable for
revenue earned but not yet collected. An allowance for bad debts shall be
provided based on estimated losses. For revenue received in advance of service
the Company shall record a current liability as deferred revenue until the
earnings process is complete.





(h)
Impact of New Accounting Standards





Effective
July 1, 2009, the Company adopted the Financial Accounting Standards Board
(“FASB”) Accounting Standards Codification (“ASC”) 105-10, Generally Accepted Accounting
Principles – Overall (“ASC 105-10”), which was formerly known as SFAS
168.  ASC 105-10 establishes the FASB Accounting Standards
Codification (the “Codification”) as the source of authoritative
accounting principles recognized by the FASB to be applied by nongovernmental
entities in the preparation of financial statements in conformity with U.S.
GAAP.  Rules and interpretive releases of the SEC under authority of
federal securities laws are also sources of authoritative U.S. GAAP for SEC
registrants.  All guidance contained in the Codification carries an equal
level of authority.  The Codification superseded all existing non-SEC
accounting and reporting standards and all other non-grandfathered, non-SEC
accounting literature not included in the Positions or Emerging Issues Task
Force Abstracts.  Instead, it will issue Accounting Standards Updates
(“ASUs”).  The FASB will not consider ASUs as authoritative in their own
right. ASUs will serve only to update the Codification, provide background
information about the guidance and provide the bases of conclusions on the
change(s) in the Codification.  References made to FASB guidance throughout
this document have been updated for the Codification.
 
 In
December 2007, the FASB issued SFAS No. 141 (revised 2007), Business
Combinations (“SFAS 141R”), which was primarily codified into Topic 801
“Business Combinations” in the ASC, and SFAS No. 160, Noncontrolling Interests
in Consolidated Financial Statements, an amendment of Accounting Research
Bulletin No. 51(“SFAS 160”), which was primarily codified into Topic 810
“Consolidations” in the ASC. SFAS No. 141R requires an acquirer to measure the
identifiable assets acquired, the liabilities assumed and any noncontrolling
interest in the acquiree at their fair values on the acquisition date, with
goodwill being the excess value over the net identifiable assets acquired.
 SFAS No. 160 clarifies that a noncontrolling interest in a subsidiary
should be reported as equity in the consolidated financial statements. The
calculation of earnings per share will continue to be based on income amounts
attributable to the parent. SFAS No. 141R and SFAS No. 160 are effective for
financial statements issued for fiscal years beginning after December 15, 2008.
 Early adoption is prohibited.  SFAS No. 141R will impact the
valuation of business acquisitions made in 2009 and forward.  The Company
adopted SFAS No. 160 on January 1,   20


2009.
 As a result, implementation of SFAS No. 160 had no impact on the Company’s
condensed consolidated financial statements.
 
 In March
2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities, an amendment of FASB Statement No. 133 (“SFAS 161”), which
was primarily codified into Topic 815 “Derivatives and Hedging” in the ASC. SFAS
161 requires enhanced disclosures about an entity’s derivative instruments and
hedging activities including: (1) how and why an entity uses derivative
instruments; (2) how derivative instruments and related hedged items are
accounted for under SFAS 133 and its related interpretations; and (3) how
derivative instruments and related hedged items affect an entity’s financial
position, financial performance and cash flows. SFAS 161 is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with earlier application encouraged. The Company adopted SFAS
No. 161 on January 1, 2009. Implementation of SFAS No. 161 had no impact on the
Company’s condensed consolidated financial statements.
 
 In May
2008, the FASB issued SFAS No. 163, Accounting for Financial Guarantee Insurance
Contracts - an interpretation of FASB Statement No. 60 (“SFAS 163”), which was
primarily codified into Topic 944 “Financial Services – Insurance” in the
ASC.  SFAS 163 clarifies how Statement 60 applies to financial guarantee
insurance contracts, including the recognition and measurement of premium
revenue and claim liabilities. This Statement also requires expanded disclosures
about financial guarantee insurance contracts.  SFAS 163 is effective for
fiscal years beginning on or after December 15, 2008, and interim periods within
those fiscal years. The Company does not expect that the adoption of SFAS 163
will have a material impact on its financial statements.
 
 In
October 2009, the FASB issued Accounting Standards Update No. 2009-13 for
Revenue Recognition – Multiple Deliverable Revenue Arrangements (Subtopic
605-25) “Subtopic”. This accounting standard update establishes the accounting
and reporting guidance for arrangements under which the vendor will perform
multiple revenue – generating activities. Vendors often provide multiple
products or services to their customers. Those deliverables often are provided
at different points in time or over different time periods. Specifically, this
Subtopic addresses how to separate deliverables and how to measure and allocate
arrangement consideration to one or more units of accounting.  The
amendments in this guidance will affect the accounting and reporting for all
vendors that enter into multiple-deliverable arrangements with their customers
when those arrangements are within the scope of this Subtopic.  This
Statement is effective for fiscal years beginning on or after June 15, 2010.
Earlier adoption is permitted. If a vendor elects early adoption and the period
of adoption is not the beginning of the entity’s fiscal year, the entity will
apply the amendments under this Subtopic retrospectively from the beginning of
the entity’s fiscal year.  The presentation and disclosure
requirements shall be applied retrospectively for all periods presented.
Currently, Management believes this Statement will have no impact on the
financial statements of the Company once adopted.
 
 The
Company has reviewed all other recently issued, but not yet adopted, accounting
standards in order to determine their effects, if any, on its results of
operation, financial position or cash flows.  Based on that review, the
Company believes that none of these pronouncements will have a significant
effect on its financial statements
 NOTE
2 LIQUIDITY/GOING CONCERN





The Company is a
development stage enterprise and has accumulated operating losses since
reactivation of $68,558, and has had negative cash flows from operating
activities during the period from reactivation [January 2005] through December
31, 2009. These factors raise substantial doubt about the Company’s ability to
continue as a going concern. The financial statements do not include any
adjustment that might result from the outcome of this uncertainty. Currently,
management’s plans include finding a well-capitalized merger candidate to
recommence its operations.





NOTE
3 RELATED PARTY TRANSACTIONS





During
the years ended December 31, 2009 and 2008, the Company borrowed $7,577 and
$15,406, respectively from an investor to pay operating expenses.  The
loan is non-interest bearing, unsecured and payable on demand. The balance of
the loan as of December 31, 2009 and 2008 is $68,643 and $61,066,
respectively.





21


NOTE
4 EQUITY





Effective
December 27, 2007, the Company effected a forward split of its outstanding
common stock on a basis of 2.3943 for one, while retaining the current par value
of $0.001.  All fractional shares were rounded up to the nearest whole
share.  The Company retroactively applied the effects of the forward
split to all periods presented.


NOTE
5 INCOME TAXES





The
provision for income taxes consists of the following:





2009
            
            
            
            2008Current
      tax
            $
            —
            
            
            $
            —Deferred
      tax benefit
            
            (2,348
            )
            
            
            (4,997
            )Benefits
      of operating loss carryforwards
            
            2,348
            
            
            
            4,997Provision
      for Income Tax
            $
            —
            
            
            $
            —





Below is
a summary of deferred tax asset calculations on net operating loss carry forward
amounts as of December 31, 2009.





Description
            
            NOL
      Balance
            
            Tax
            
            RateNet
      Operating Loss
            
            $
            680,399
            
            $
            231,336
            
            34
            %Valuation
      Allowance
            
            
            
            
            
            (231,336
            )Deferred
      Tax Asset – 12/31/2009
            
            
            
            
            $
            —





A
valuation allowance is provided when it is more likely than not that some
portion of the deferred tax asset will not be realized.  Currently
there is no reasonable assurance that the Company will be able to take advantage
of a deferred tax asset. Thus, an offsetting allowance has been established for
the deferred asset.  The valuation allowance has increased by $2,348,
from $228,988, as of December 31, 2008.





The
Company has the following operating loss carry forwards available at December
31, 2009:





Operating
      LossesExpires
            
            Amount2020
            $
            38,2502021
            
            12,3822022
            
            17,1512023
            
            14,2742024
            
            529,7842025
            
            32,5642026
            
            6,4882027
            
            7,9052028
            
            14,6962029
            
            6,905Total
            $
            680,399





Reconciliation
between income taxes at the statutory tax rate (34%) and the actual income tax
provision for continuing operations follows:





2009
            
            
            
            2008Expected
      Tax Provision
            $
            (2,348
            )
            
            $
            (4,997
            )Effect
      of:Increase
      in Valuation Allowance
            
            2,348
            
            
            
            4,997Actual
      Tax Provision
            $
            —
            
            
            $
            —





22


Uncertain
Tax Positions





We have
not made any adjustments to deferred tax asset or liabilities.  We did
not identify any material uncertain tax positions of the Company on returns that
have been filed or that will be filed.  The Company has not had
operations and is carrying a Net Operating Loss as disclosed
above.  Since it is not unlikely that the Net Operating loss will ever
produce a tax benefit, even if examined by taxing authorities and disallowed
entirely, there would be no effect on the financial statements.





A
reconciliation of our unrecognized tax benefits for 2009 is presented in the
table below:





Balance
      as of January 1, 2009
            
            $
            
            0.00Additions
      based on tax positions related to the current year
            
            
            
            0.00Reductions
      for tax positions of prior years
            
            
            
            0.00Reductions
      due to expiration of statute of limitations
            
            
            
            0.00Settlements
      with taxing authorities
            
            
            
            0.00Balance
      as of December 31, 2009
            
            $
            
            0.00





The
Company has filed income tax returns in the U.S. and Canada.  All
years prior to 2006 are closed by expiration of the statute of
limitations.  The tax year ended December 31, 2006, will close by
expiration of the statute of limitations on April 5, 2010.  The years
ended December 31, 2007, 2008, and 2009 are open for examination.





NOTE
6 OFFICE LEASE





The
Company offices for 2009 were those of President, Travis T. Jenson, and are
provided at no cost. The shareholder incurs no incremental costs in providing
this office space to the Company.





NOTE
7 SUBSEQUENT EVENTS





The
Company has evaluated subsequent events through March 19, 2010, the date the
financial statements were issued, and has concluded that no recognized or
non-recognized subsequent events have occurred since the quarter ended
December 31, 2009.


23


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





None; not
applicable.





ITEM
9A(T):  CONTROLS AND PROCEDURES





Our
management, with the participation of our principal executive and principal
financial officer, evaluated the effectiveness of our disclosure controls and
procedures as of the end of the period covered by this Annual Report. Based on
that evaluation, our President and Secretary/Treasurer concluded that our
disclosure controls and procedures as of the end of the period covered by the
Annual Report were effective such that the information required to be disclosed
by us in reports filed under the Exchange Act is (i) recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules and
forms and (ii) accumulated and communicated to our management, including
our President and Secretary/Treasurer, as appropriate to allow timely decisions
regarding disclosure. A controls system cannot provide absolute assurance,
however, that the objectives of the controls system are met, and no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within a company have been detected.








Management’s
Annual Report on Internal Control over Financial Reporting
 
 Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rule 13a-15(f) under the
Exchange Act). 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 of
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.





Our
management, with the participation of the President and Secretary/Treasurer,
evaluated the effectiveness of our internal control over financial reporting as
of December 31, 2009.  In making this assessment, our management
used the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission (“COSO”) in Internal Control - Integrated
Framework.  Based on this evaluation, our management, with the
participation of the President and Secretary/Treasurer, concluded that, as of
December 31, 2009, our 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
Security and Exchange Commission that permit the Company to provide only
management’s report in this Annual Report.





Changes
in Internal Control Over Financial Reporting





There
have been no changes in internal control over financial reporting.





ITEM 9B:  OTHER
INFORMATION





On January 20, 2009, Thomas J.
Howells tendered his resignation as a director and the Secretary and Treasurer
of the Company, effective as of January 20, 2009, for personal reasons, and
there were no disagreements with the Company regarding his
resignation.  The Company accepted this resignation and elected Jason
Jenson as a director and Secretary and Treasurer to fill the
vacancy.





For
additional information, please see Part IV, Item 15, which references our 8-K
Current Report dated January 20, 2009, regarding the resignation of Thomas J.
Howells.


24


PART
III





ITEM
10:  DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE
GOVERNANCE





Identification
of Directors and Executive Officers





Our
executive officers and directors and their respective ages, positions and
biographical information are set forth below.





Name
            Age
            Positions
      Held
            Director
      SinceTravis
      T. Jenson
            37
            President
      & Director
            September
      2005Jason
      Jenson
            34
            Secretary,
      Treasurer & Director
            January
      2009Harold
      T. Jenson
            40
            Director
            September
      2005





On
January 20, 2009, Thomas J. Howells tendered his resignation as a director and
the Secretary and Treasurer of the Company, effective as of January 20, 2009,
for personal reasons and there are no disagreements with the
Company.  The Company accepted this resignation and elected Jason
Jenson as a director and Secretary and Treasurer to fill the
vacancy.





Background
and Business Experience





Travis T.
Jenson, President and director, is 37 years old. Mr. Jenson graduated with
honors from Westminster College in 1995 with a B.S. degree.  Since January
of 1996, Mr. Jenson has worked for Jenson Services, Inc., a Utah
corporation and financial consulting firm. Mr. Jenson has served on the board of
a number of public companies and within the last four years was the Secretary,
Treasurer, CFO and director of Autostrada Motors, Inc., a Utah corporation,
until its reorganization in October, 2006.  Mr. Jenson is also the
President and a director of Jenson Services.





Jason
Jenson, Secretary, Treasurer and director, is 34 years of age.  Mr.
Jenson graduated in 1997 from the University of Utah.  From 2002 to
present, Mr. Jenson has been owner and President of Highmark Enterprises, a Salt
Lake City, Utah, construction company.





Harold T
Jenson, director, is 40 years old. Mr. Jenson is a graduate of Montana
State University, in Billings, Montana. Mr. Jenson is the owner/operator of
HJJ Construction, LLC, a Utah limited liability corporation which specializes in
the construction of custom homes along the Wasatch Front and in Park City and
Deer Valley, Utah.





Significant
Employees





We have
no employees who are not executive officers, but who are expected to make a
significant contribution to our business.





Family
Relationships





Travis
T., Jason, and Harold T. Jenson are cousins. Additionally, Travis T. Jenson is
the son and Jason and Harold T. Jenson are nephews of Duane S. Jenson, a
majority shareholder of the Company.  Other than the aforementioned,
there are no family relationships between any current directors or executive
officers of our Company, either by blood or by marriage.





Involvement
in Other Public Companies





Travis T.
Jenson has served on the board of a number of public companies and within the
last four years was the Secretary, Treasurer, CFO and director of Autostrada
Motors, Inc., a Utah corporation, until its reorganization in October,
2006.  During the past six years, Jason Jenson has served on the
following publicly traded companies: from September 1994 to May 2006 he served
as the Treasurer, Secretary and Chief Financial Officer of Lentec Imaging, Inc.,
a Nevada corporation, until it became RTO Holdings and is now Orion
Ethanol;  Mr. Jenson also served as Secretary and a Director for
Formula Footwear, a Utah corporation, from March 1999 until April 2004 when
it


25


became
VSUS Technologies; Mr. Jenson served as Secretary and a Director for
Centroid Consolidate Mines, Inc., a Nevada corporation, from May 1999 to July
2004, at which time it became Egene, Inc.





Involvement
in Certain Legal Proceedings





During
the past five years, no director, officer, promoter or founder or control person
of the Company:




·
              has
      filed a petition under federal bankruptcy laws or any state insolvency
      laws, nor had a receiver, fiscal agent or similar officer appointed by a
      court for the business or property of such person, or any partnership in
      which he was a general partner at or within two years before the time of
      such filing, or any corporation or business association of which he was an
      executive officer at or within two years before the time of such
      filing;
 
 ·
              was
      convicted in a criminal proceeding or named subject to a pending criminal
      proceeding (excluding traffic violations and other minor
      offenses);
 
 ·
              was
      the subject of any order, judgment or decree, not subsequently reversed,
      suspended or vacated, of any court of competent jurisdiction, permanently
      or temporarily enjoining him or her from or otherwise limiting his/her
      involvement in any type of business, securities or banking activities;
      or
 
 ·
              was
      found by a court of competent jurisdiction in a civil action, by the SEC
      or the Commodity Futures Trading Commission to have violated any federal
      or state securities law, and the judgment in such civil action or finding
      by the SEC has not been subsequently reversed, suspended, or
      vacated.
 Compliance
with Section 16(a) of the Exchange Act





The
common stock of the Company is registered under the Securities and Exchange Act
of 1934, as amended (the “Exchange Act”), and therefore, the officers, directors
and holders of more than 10% of our outstanding shares are subject to the
provisions of Section 16(a) which requires them to file with the SEC initial
reports of ownership and reports of changes in ownership of common stock and our
other equity securities.  Officers, directors and greater than 10%
beneficial owners are required by SEC regulations to furnish us with copies of
all Section 16(a) reports they file.  Based solely upon review of the
copies of such forms furnished to us during the fiscal year ended December 31,
2009, the following were filed timely:





Name
            Type
            FiledDuane
      S. Jenson
            Form
      3
            November
      10, 2008Travis
      T. Jenson
            Form
      3
            November
      10, 2008Thomas
      J. Howells
            Form
      3
            November
      10, 2008Jenson
      Services Inc.
            Form
      3
            November
      10, 2008





Code
of Ethics





We
adopted a Code of Ethics for our principal executive and financial
officers.  See Part IV, Item 15.





Corporate
Governance





Nominating
Committee





We have
not established a Nominating Committee because, due to our lack of material
operations and the fact that we presently have only three directors and
executive officers, we believe that we are able to effectively manage the issues
normally considered by a Nominating Committee.  Following the entry
into any business or the completion of any acquisition, merger or
reorganization, a further review of this issue will no doubt be necessitated and
undertaken by new management.





26


If we do
establish a Nominating Committee, we will disclose this change to our procedures
in recommending nominees to our Board of Directors.


Audit
Committee





We have
not established an Audit Committee because, due to our lack of material
operations and the fact that we presently have only three directors and
executive officers, we believe that we are able to effectively manage the issues
normally considered by an Audit Committee.  Following the entry into
any business or the completion of any acquisition, merger or reorganization, a
further review of this issue will no doubt be necessitated and undertaken by new
management.





ITEM
11:  EXECUTIVE COMPENSATION





All
Compensation





No cash
compensation, deferred compensation or long-term incentive plan awards were
issued or granted to our management during the years ended December 31, 2009, or
2008. Furthermore, no member of our management has been granted any option or
stock appreciation rights; accordingly, no tables relating to such items have
been included within this Item. Stock awards were valued using the closing bid
price for the period in question as obtained from the National Quotation Bureau,
Inc. (the “NQB”). The following table sets forth the aggregate compensation paid
by our Company for services rendered during the periods indicated:





SUMMARY
COMPENSATION TABLE





Name
      and Principle Position
            Year
            Salary
              ($)
            Bonus
              ($)
            Stock
      Awards
              ($)
            Option
      Awards
              ($)
            Non-
              Equity
              Incentive
              Plan
              Compen-sation
              ($)
            Nonqual-ified
      Deferred Compen-sation
              ($)
            All
              Other
              Compen-
              sation
              ($)
            Total
              Earnings
              ($)(a)
            (b)
            (c)
            (d)
            (e)
            (f)
            (g)
            (h)
            (i)
            (j)Travis
      T. Jenson
            12/31/09
            0
            0
            0
            0
            0
            0
            0
            0President,
      Director
            12/31/08
            0
            0
            0
            0
            0
            0
            0
            012/31/07
            0
            0
            0
            0
            0
            0
            0
            012/31/06
            0
            0
            0
            0
            0
            0
            0
            0Jason
      Jenson*
            12/31/09
            0
            0
            0
            0
            0
            0
            0
            0Secretary,
      Treasurer/DirectorHarold
      T. Jenson
            12/31/08
            0
            0
            0
            0
            0
            0
            0
            0Director
            12/31/07
            0
            0
            0
            0
            0
            0
            0
            012/31/06
            0
            0
            0
            0
            0
            0
            0
            012/31/05
            0
            0
            0
            0
            0
            0
            0
            0Thomas
      J. Howells*
            12/31/09
            0
            0
            0
            0
            0
            0
            0
            0Secretary,
      Treasurer
            12/31/08
            0
            0
            0
            0
            0
            0
            0
            0Director
            12/31/07
            0
            0
            0
            0
            0
            0
            0
            012/31/06
            0
            0
            0
            0
            0
            0
            0
            0





* On January 20, 2009,
Thomas J. Howells tendered his resignation as a director and the Secretary and
Treasurer of the Company, effective as of January 20, 2009, for personal
reasons, and there were no disagreements with the Company regarding his
resignation.  The Company accepted this resignation and elected Jason
Jenson as a director and Secretary and Treasurer to fill the
vacancy.





27


Outstanding
Equity Awards at Fiscal Year-End





None, not
applicable.





Compensation
of Directors





There are
no standard arrangements pursuant to which our directors are compensated for any
services provided as director, including services for committee participation or
for special assignments. Our directors received no compensation for service as
directors for the year ended December 31, 2009.





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





Security
Ownership of Certain Beneficial Owners





The
following table sets forth the ownership by any person known to us to be the
beneficial owner of more than five percent (5%) of any of our outstanding voting
securities as of November 10, 2008.  Beneficial ownership is
determined in accordance with the rules of the SEC and generally includes voting
or investment power with respect to securities.  The persons named in
the table below have sole voting power and investment power with respect to all
shares of common stock shown as beneficially owned by them.  The
percentage of beneficial ownership is based upon 5,300,164 shares of common
stock outstanding at that date.





Beneficial
Owners





Title
      of Class
            Name
      and Address of Beneficial Owners
            Amount
      and Nature of Beneficial Ownership
            Percent
      of ClassCommon
            Travis
      T. Jenson(2)
            1,305,046
            24.62%President
      and Director9103
      Jeremy Ranch RoadPark
      City, Utah  84098Common
            Thomas
      J. Howells(2)(3)
            722,636
            13.63%Secretary,
      Treasurer and Director9706
      South Ruskin CircleSandy,
      Utah 84092Common
            Duane
      S. Jenson(1)
            427,090
            8.06%156
      E. Valais ParkwayMidway,
      Utah 84049Common
            Jenson
      Services Inc.(1)(2)
            1,548,390
            29.21%4685
      S. Highland Dr., Suite 202Salt
      Lake City, Utah  84117





(1)Mr. Duane S. Jenson
may be deemed beneficial owner of these shares due to his relationship with
Jenson Services, Inc.  Mr. Jenson is CEO and owner of Jenson
Services, Inc.





(2)
Travis T. Jenson and Thomas J. Howells may also be deemed to be the beneficial
owners of the shares of Jenson Services.  Travis T. Jenson is the
President and a director of Jenson Services, Inc. and Thomas J. Howells is the
Secretary/Treasurer and a director of Jenson Services, Inc.





(3) On
January 20, 2009, Thomas J. Howells tendered his resignation as a director and
the Secretary and Treasurer of the Company, effective as of January 20, 2009,
for personal reasons, and there were no disagreements with the Company regarding
his resignation.  The Company accepted this resignation and elected
Jason Jenson as a director and Secretary and Treasurer to fill the
vacancy.


28





Management





Title
      of Class
            Name
      and Address of Beneficial Owners
            Amount
      and Nature of Beneficial Ownership
            Percent
      of ClassCommon
            Travis
      T. Jenson
            1,305,046
            24.62%President
      and Director9103
      Jeremy Ranch RoadPark
      City, Utah  84098Common
            Thomas
      J. Howells*
            722,636
            13.63%Secretary,
      Treasurer and Director9706
      South Ruskin CircleSandy,
      Utah  84092Common
            Harold
      T. Jenson
            0
            0%848
      E. Hudson Ave.Salt
      Lake City, Utah  84106





* On
January 20, 2009, Thomas J. Howells tendered his resignation as a director and
the Secretary and Treasurer of the Company, effective as of January 20, 2009,
for personal reasons, and there were no disagreements with the Company regarding
his resignation.  The Company accepted this resignation and elected
Jason Jenson as a director and Secretary and Treasurer to fill the
vacancy.





SEC Rule
13d-3 generally provides that beneficial owners of securities include any person
who, directly or indirectly, has or shares voting power and/or investment power
with respect to such securities, and any person who has the right to acquire
beneficial ownership of such security within 60 days.  Any securities
not outstanding which are subject to such options, warrants or conversion
privileges exercisable within 60 days are treated as outstanding for the purpose
of computing the percentage of outstanding securities owned by that
person.  Such securities are not treated as outstanding for the
purpose of computing the percentage of the class owned by any other
person.  At the present time there are no outstanding options or
warrants.





Changes
in Control





There are
no additional present arrangements or pledges of our securities which may result
in a change in control of the Company.  However, there are no
provisions in our Articles of Incorporation or Bylaws that would delay, defer or
prevent a change in control.





Securities
Authorized for Issuance under Equity Compensation Plans





None, not
applicable.





ITEM 13:  CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORS
INDEPENDENCE





Transactions
with Related Persons





There
were no material transactions, or series of similar transactions, during our
last two fiscal years, or any currently proposed transactions, or series of
similar transactions, to which our Company or any of our subsidiaries was or is
to be a party, in which the amount involved exceeded the lesser of $120,000 or
1% of the average of our total assets at year-end for the last two completed
fiscal years and in which any director, executive officer or any security holder
who is known to us to own of record or beneficially more than five percent of
any class of our common stock, or any member of the immediate family of any of
the foregoing persons, had an interest.


29


Promoters
and Certain Control Persons





See the
heading “Transactions with Related Persons” above.





Parents
of the Smaller Reporting Company





We have
no parents.





Director
Independence





We do not
have any independent directors serving on our Board of Directors.





ITEM
14:  PRINCIPAL ACCOUNTING FEES AND SERVICES





The
following is a summary of the fees billed to us by our principal accountants
during the fiscal years ended December 31, 2009 and 2008:





Fee
      Category
            
            
            
            
            
            2009
            
            
            
            
            
            2008Audit
      Fees
            
            
            
            $
            
            
            5,769
            
            
            
            $
            
            
            9,784Audit-related
      Fees
            
            
            
            $
            
            
            0
            
            
            
            $
            
            
            0Tax
      Fees
            
            
            
            $
            
            
            400
            
            
            
            $
            
            
            390All
      Other Fees
            
            
            
            $
            
            
            0
            
            
            
            $
            
            
            0Total
      Fees
            
            
            
            $
            
            
            6,169
            
            
            
            $
            
            
            10,174





Audit Fees -Consists of fees
for professional services rendered by our principal accountants for the audit of
our annual financial statements and review of the financial statements included
in our Forms 10-Q or services that are normally provided by our principal
accountants in connection with statutory and regulatory filings or
engagements.





Audit-related Fees - Consists
of fees for assurance and related services by our principal accountants that are
reasonably related to the performance of the audit or review of our financial
statements and are not reported under “Audit fees.”





Tax Fees - Consists of fees
for professional services rendered by our principal accountants for tax
compliance, tax advice and tax planning.





All Other Fees - Consists of
fees for products and services provided by our principal accountants, other than
the services reported under “Audit fees,” “Audit-related fees,” and “Tax fees”
above.





Policy
on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of
Independent Auditors





We have
not adopted an Audit Committee; therefore, there is no Audit Committee policy in
this regard. However, we do require approval in advance of the performance of
professional services to be provided to us by our principal accountant.
Additionally, all services rendered by our principal accountant are performed
pursuant to a written engagement letter between us and the principal
accountant.





PART
IV





ITEM
15:  EXHIBITS, FINANCIAL STATEMENT SCHEDULES





(a)(1)(2)         Financial
Statements.  See the audited financial statements for the year ended
December 31, 2009 contained in Item 8 above which are incorporated herein by
this reference.





(a)(3)              Exhibits.  The
following exhibits are filed as part of this Annual Report:


30




No.
            Description3.1
            Restated Articles of
      Incorporation(3)3.2
            Bylaws(1)14.1
            Code of
      Ethics(2)20.1
            Form 8-K – Current
      Report filed on or about May 5, 2000.(4)20.1
            Form 8-K – Current
      Report filed on or about January 20, 2009, announcing the resignation of
      Thomas J. Howells as Secretary, Treasurer and director and the election of
      Jason Jenson to the vacated position.(4)20.1
            Form 10 –
      Registration statement on Form 10- registering the Company’s $0.001 par
      value common stock under Section 12(g) of the Exchange
Act.(4)31.1
            Certification of
      Principal Executive Officer as adopted pursuant to section 302 of the
      Sarbanes-Oxley Act of 2002*31.2
            Certification of
      Principal Financial Officer as adopted pursuant to section 302 of the
      Sarbanes-Oxley Act of 2002*32.2
            Certification of
      Principal Executive and Financial Officer pursuant to 18 U.S.C section
      1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002*





(1)  Filed
with our initial Form 10 and incorporated herein by reference.


(2)  Filed
with our initial Form 10-KSB for December 31, 2006, and incorporated herein by
reference.


(3)  Filed
with our initial Form 10-KSB for December 31, 2007, and incorporated herein by
reference.


(4)  Incorporated
herein by reference.





*Filed
herewith.





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.





TC
X CALIBUR, INC.





Date:
            03/19/10
            
            By:
            /s/Travis
      T. JensonTravis
      T. Jenson, President and Director








Pursuant
to the requirements of the Securities Exchange Act of 1934 this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.





TC
X CALIBUR, INC.





Date:
            03/19/10
            
            By:
            /s/Travis
      T. JensonTravis
      T. Jenson, President and DirectorDate:
            03/19/10
            
            By:
            /s/Jason
      JensonSecretary/Treasurer





31