UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





(Mark
One)




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




For
the fiscal year ended January 31, 2009




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




For the
transition period from ___________ to ___________




Commission File No.
000-51879





SWAP-A-DEBT,
INC.


(Name
of small business issuer in its charter)




DELAWARE
              59-2754843(State
      or other jurisdiction of
                incorporation
      or organization)
              (IRS
      Employer Identification No.)940
      Lincoln Road, Suite 220
                Miami,
      FL
              33139(Address
      of principal executive offices)
              (Zip
      Code)




(305)
394-8345


(Registrant’s
telephone number, including area code)




Securities
      registered under Section 12(b) of the Exchange Act:Title
      of each class registered:
              Name
      of each exchange on which registered:None
              NoneSecurities
      registered under Section 12(g) of the Exchange Act:Common
      Stock, par value $0.001
                (Title
      of class)




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




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




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




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





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









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




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




The
aggregate market value of the registrant’s voting common stock held by
non-affiliates as of January 31, 2009 based upon the closing price reported for
such date on the OTC Bulletin Board was $982,500.





As of
April 15, 2009, the registrant had 49,500,000 shares issued and
outstanding.





Documents Incorporated by
Reference: None.














TABLE
OF CONTENTS





PAGEPART
      IITEM
      1.
                                  
                                  Business
                                  
                                  1ITEM
      1A.
                                  
                                  Risk Factors
                                  
                                  7ITEM
      2.
                                  
                                  Properties
                                  
                                  7ITEM
      3.
                                  
                                  Legal
      Proceedings
                                  
                                  7ITEM
      4.
                                  
                                  Submission of Matters to a Vote of
      Security Holders
                                  
                                  7PART
      IIITEM
      5.
                                  
                                  Market for Registrant’s Common
      Equity, Related Stockholder Matters and Issuer Purchases of Equity
      Securities
                                  
                                  8ITEM
      6.
                                  
                                  Selected Financial
      Data
                                  
                                  9ITEM
      7.
                                  
                                  Management’s Discussion
      and Analysis of Financial Condition and Results of
      Operation
                                  
                                  9ITEM
      7A.
                                  
                                  Quantitative and Qualitative
      Disclosures About Market
      Risk
                                  
                                  13ITEM
      8.
                                  
                                  Financial Statements and
      Supplementary Data
                                  
                                  F-ITEM
      9.
                                  
                                  Changes in and Disagreements with
      Accountants on Accounting and Financial
    Disclosure
                                  
                                  14ITEM
      9A(T).
                                  
                                  Controls and
      Procedures
                                  
                                  14PART
      IIIITEM
      10.
                                  
                                  Directors, Executive Officers and
      Corporate Governance
                                  
                                  14ITEM
      11.
                                  
                                  Executive
      Compensation
                                  
                                  16ITEM
      12.
                                  
                                  Security Ownership of Certain
      Beneficial Owners and Management and Related Stockholder Matters
                                  
                                  17ITEM
      13.
                                  
                                  Certain Relationships and Related
      Transactions, and Director Independence
                                  
                                  18ITEM
      14.
                                  
                                  Principal Accounting Fees and
      Services
                                  
                                  18PART
      IVITEM
      15.
                                  
                                  Exhibits, Financial Statement
      Schedules
                                  
                                  19SIGNATURES














PART
I







ITEM
1.      BUSINESS




Our
History





We were
incorporated in Delaware under the name Windsor Capital Corp. on June 24, 1988
by International Asset Management Group, Inc. (“IAMG”), the promoter and parent
of our company.  Our initial business plan was to provide a vehicle to
raise capital and seek business opportunities. On January 17, 1989, we issued
64,817 shares of our common stock and 64,817 warrants to IAMG for $125,000. The
warrants are exercisable at $192.85 per share for a period of three
years.





In
February 1989, we completed an initial public offering for 6,482 units at a
purchase price of $38.57 per unit, which included 6,482 shares of common stock
and 6,482 Class A common stock purchase warrants.





On May 9,
1995, we changed our name to Innovative Health Systems, Inc. On July 13, 1995,
we changed our name to Windsor Capital Corp.





We
entered into an Agreement and Plan of Merger dated December 18, 1997 with IAMG,
and Woodfield Enterprises, Inc., a Florida corporation (“Woodfield”), in which
we issued 86,854 shares of our common stock, par value $0.001 per share to the
former shareholders of Woodfield, in a private transaction pursuant to Section
4(2) of the Securities Act of 1933, as amended. After the transaction, Woodfield
was acquired into our company. Also, pursuant to the terms of the agreement,
IAMG cancelled 62,224 shares of common stock and 64,817 warrants.





On
January 30, 1998, pursuant to an Agreement and Plan of Merger dated January 29,
1998, we acquired all of the business and assets of Boynton Tobacconists, Inc.,
a privately-held Florida corporation ("Boynton"), and assumed all of Boynton's
liabilities. Pursuant to the merger, 22,950 shares of our common stock, par
value $0.001 per share, were issued to the former shareholder of Boynton, Mr.
Joel A. Wolk, in a private transaction pursuant to Section 4(2) of the
Securities Act of 1933, as amended. Additional shares of our common stock, up to
a maximum of 2,288, were issued to Mr. Wolk based on a final valuation of
certain assets and liabilities of Boynton as of January 30,
1998.





On March
7, 2001, we completed our 1-for-3.85704 reverse stock split of our common
stock.





On March
7, 2001, WCC Acquisition Corp. (“WCC”), our wholly-owned subsidiary, acquired
Energy Control Technology, Inc., a privately-held Delaware corporation (“ECT”)
pursuant to an Agreement and Plan of merger dated as of December 15, 2000. In
connection with the merger, 466,630 shares of our common stock, par value $.001
per share, were issued to the former shareholders of ECT in a private
transaction pursuant to Section 4(2) of the Securities Act of 1933, as amended.
Upon the merger of ECT into WCC, WCC changed its name to Energy Control Systems,
Inc. ("ECS"), and we changed our name to Energy Control Technology, Inc. Our
business was changed to development and marketing of proprietary motor control
software focused initially on the agricultural irrigation market.





On
September 26, 2005, we changed our name to 5fifty5.com, Inc.





On August
8, 2005, we entered into an Agreement for the Purchase of Preferred Stock with
Edward C. DeFeudis. Pursuant to the agreement, we would issue to Mr. DeFeudis
3,750,000 shares of preferred stock in exchange for $37,500. Rather than issuing
the 3,750,000 shares of our preferred stock, we issued to Mr. DeFeudis
1,875,000 shares of common stock pursuant to a letter of issuance of common
stock dated January 25, 2008.





On
January 31, 2008, we changed our name to Swap-A-Debt, Inc. On February 26, 2008,
we completed our 1-for-20 reverse stock split.





On
February 26, 2008, we acquired all the right, title and interest in and to www.swapadebt.com, a
person-to-person lending website from Spider Investments, LLC, a Florida limited
liability company, pursuant to a purchase agreement (the “Purchase Agreement”).
As consideration, we issued to Spider Investment of 22,200,000 shares of our
common stock, and we also issued an additional 15,000,000 shares of our common
stock to Situation X, LLC, a Delaware limited liability company, in connection
with services rendered and to be rendered by Marco Garibaldi with respect to the
business of our company. As a result of the transaction, Edward C. DeFeudis held
24,675,000 shares of our common stock, as a beneficial owner of Spider
Investment and Lion Equity Corp., which represent 49.84% of all our issued and
outstanding common stock. Marco Garibaldi held 15,000,000 shares of our common
stock, which represent 30.30% of all our issued and outstanding common
stock.  Based upon same, we became an Internet person-to-person
lending service. The website is in construction and is 95% complete (for further
details please refer to page 1 “Our Corporate Information”
section).




1




All
information set forth herein gives effect to a 1-for-3.85704 reverse stock split
on March 7, 2001 and a 1-for-20 reverse stock split of our common stock on
February 26, 2008.





Business
Overview




We
are a U.S. development stage company in the peer-to-peer (P2P) lending
space. Our mission is to establish the most efficient Internet non-institutional
lending organization with more services than present privately held competitors.
We have not generated any revenues since 2005.





The CEO
of our company is Marco Garibaldi. Mr. Garibaldi was a computer programmer by
trade with over 30 years of extensive experience in a host of industries
including computer programming, Internet, entertainment, and business
advisory.





Mr.
Garibaldi started his career at Burroughs and Sperry. He later founded
InterComm, Inc, which was a think-tank that developed such fundamental Internet
services such as, the online shopping cart, online bookstore and the auction
server.




Our
management is a shareholder of another company that has generated no or
minimal revenues. Specifically, Edward C. Defeudis is a shareholder of Kraig
Biocraft Laboratories, Inc.:





Kraig
Biocraft Laboratories, Inc. (“Kraig Biocraft”) was incorporated under the laws
of the State of Wyoming on April 25, 2006. The Company was organized to develop
high strength, protein based fiber, using recombinant DNA technology, for
commercial applications in the textile and specialty fiber industries. Edward C.
Defeudis, our President, Chief Financial Officer, Principal Accounting Officer
and sole director, beneficially owns approximately 4,675,000 shares of common
stock, or approximately 9.3% of the issued and outstanding shares of Kraig
Biocraft. Other than the above stated, Mr. Defeudis was not and is not
involved in any business management or decision-making of Kraig
Biocraft.




Market
Summary





Person-to-person
lending or peer-to-peer lending or social lending is, in its broadest sense, the
name given to a certain breed of financial transactions (primarily lending and
borrowing), which occurs directly between individuals (peers) without the
intermediation/participation of a traditional financial institution. The biggest
enabling technology for person-to- person lending has been the Internet, where
person-to-person lending appears in two primary variations: an “online
marketplace” model and a “family and friends” model.





The
marketplace model enables peer lenders to locate peer borrowers and vice-versa.
This model connects borrowers with lenders through an auction-like process in
which the lender willing to provide the lowest interest rate “wins” the
borrower’s loan. We have created a new version of this model by uniquely
matching a borrower and a lending not utilizing an auction. Think of it as a
Match.com for finance.





The
“family and friend” model forgoes the auction-like process entirely and
concentrates on borrowers and lenders who already know each other. This model
emphasizes online collaboration, loan formalization and servicing.




Traditionally,
lending institutions have benefited from scale and diversification. By pooling
the available money supply and lending it out again, the impact of any one
default is made trivial in light of the timely payment of the vast majority of
the notes outstanding. The downside of this is that it has generated greater
transaction overhead and removed community loyalty.





Person-to-person
or peer-to-peer lending models attempt to reintroduce the social components that
are lost in traditional centralized banking models, while maintaining a mixed
quantitative/qualitative balance of diversification- as opposed to the purely
quantitative diversification available through institutional
lending.





Peer-to-peer
lending eliminates the overhead and inefficiencies of traditional banks and
creates a “virtuous cycle” of lenders getting better returns and borrowers
getting not only better interest rates but also the loan itself. It is the only
time that individuals directly control their own funds, as opposed to the
traditional banking/lending models which pool all funds together and completely
remove individuals from decision making.





Business
Concept





Our
business concept is starkly simple. Swapadebt.com will be an on-line site for
borrower’s who want to borrow $1,000 to $25,000 and for lenders who can make
educated decisions on credit scores, intended use etc., to receive a higher rate
of interest than available at traditional financial institutions. This will all
be facilitated with an Internet website and a highly efficient back office
system to completely automate a process that has become ever more cumbersome at
brick and mortar banks.




2




There
will be a charge of $25 for a credit review and assignment of a credit
rating and we will receive a profit of $13 from this fee.





We will
profit throughout the entire process. This initial fee is the first of a
continuous flow of incremental profit we will receive on each transaction. 
We believe that we will be different from all other sites in that we will offer
a credit fixing service to help borrowers increase their credit rating in order
to reduce their interest payments not only for the immediate loan but all things
going forward.




We have
secured an arrangement with a credit agency to supply this service and will
receive 30% of the fees charged. The fees will range from $200 to $2000 based on
the amount of service provided.





We will
receive a 1% annual servicing fee on loan amounts outstanding and we
will receive a transaction fee of between 1% to 3% based on loan size and
credit rating. The minimum fee is $80.





At
this time we do not intend to use any of our own money for any loans
and are merely acting as an on-line facilitator. We will also provide collection
services using outside accredited companies.





Mechanics of our
business





Our plan
is to match appropriate borrowers with lenders who are willing to accept the
borrower’s credit profile. As the first step in the loan application process,
all participants to our online lending community will be required to register
with and undergo a personal verification process prior to applying for a loan as
a borrower or making a loan as a lender. As part of this process, both borrowers
and lenders will log onto our web site and fill out an online application with
certain personal information, including their driver’s license and social
security number. This private information is then encrypted and electronically
transmitted to a verification source in order to confirm an applicant’s proper
identity, and that they “are who they say they are.” This identify verification
process is completely automated via computer systems and encryption
technology.




Additionally,
as a required component of the application process, the official credit scores
of each would-be borrower are sourced automatically from the main consumer
credit rating agencies, namely Trans Union LLC, Equifax Inc. and Experian. In
order to gain access to an individual credit score, we have contracted with each
of these U.S. national consumer credit rating agencies to provide this data to
the company. These credit ratings then become an essential part of a borrower’s
personal loan application and profile within our network.





By
including an individual’s credit rating within their loan profile, and making
these ratings highly visible and accessible to the our community of online
lenders, we believe borrowers with a responsible financial history, and the
corresponding good credit rating to show for it, will be better rewarded by
lenders willing accept lower interest rates than for borrowers with a less solid
financial background and a poor credit rating. This notion goes back to our core
philosophy of building peer-to-peer lending around a community with an “honors
and reward system” of sorts when, before the time of paper currency and modern
banks, individuals lent essential goods such as livestock and grains to one
another within their communities. Within these ancient societies, the timely,
effective pay-back of items borrowed was considered essential to maintaining
one’s reputation, and with it, access to future borrowing opportunities of
goods, support and acceptance within the community. In effect, one’s reputation
as a borrower during this time translated into a modern day credit rating which,
good or bad, brings rewards or punishments in the form of a market clearing
interest rate on an individual’s personal loan.





Once
identity is verified and the credit scores obtained, participants will be able
to proceed with the process. Specifically, lender’s will create a personal
profile of sorts on our website outlining their borrowing requirements, anywhere
from $1,000 to $25,000, intended use of funds, time-to-payback and desired rate
of interest on the loan, that is, the desired maximum interest rate level they
would like to pay to secure the funds. This information will be used by our
proprietary matching system to pair a borrower with a corresponding lender who
has specified reciprocating criterion. Additionally, a borrower will include
their bank account information as the savings or checking account they would
ultimately like to use for the deposits and withdrawals of the
loan.





Once
submitted, a potential buyer’s loan-request and profile will go into our
searchable data base of borrowers where online lenders will be able
to  access the profiles and select those candidates to whom they wish
to make a loan. Finally, each borrower will be assigned a Swap-A-Debt account
whereby they can log-on to our website and access the status of their loan
application, including lender responses to fund their particular personal
loan.





For
registering lenders, on the other hand, once their personal identification has
been established, their next step is to determine the amount of funds they would
like to submit and, ultimately invest, in the Swap-A-Debt loan program. For this
purpose, we have arranged for Bank of America (“BoA”) to function as the
company’s third party bank, as we does not ourselves hold or maintain any funds
submitted by would-be-lenders participating in our online community. Rather, we
have established a corporate trust account with Bank of America, a renowned and
trusted third party financial institution, to function as escrow agent. Thus,
all funds submitted by lenders to the Swap-A-Debt program will be deposited with
Bank of America until the lender is ready to make a loan to a chosen
borrower.




3





To
actually submit funds for participation in our loan program, lenders can elect
to have money wired directly from their bank accounts to the trust account
maintained by us at Bank of America or, make others arrangements to send a check
or have their credit cards charged with amounts deposited into the Swap-A-Debt
escrow account. Lenders will also have to specify a personal checking, savings
or other appropriate account to which they would like the funds from the loan
payback to be deposited.





Once a
lender has submitted his/her funds, these funds will be “on-hand” and ready to
be dispersed to borrowers in the Swap-A-Debt loan program. At this stage,
lenders will be able to go to our online community database and, as part of the
“peer-to-peer” process, will search and select a buyer profile of their liking
by choosing a candidate who matches their requirements for loan amount, credit
rating and loan interest rate, among others. Alternatively, as part of this
process, lenders will also be able to set up Swap-A-Debt profile or of
their own, stipulating their criterion as lenders for the type of borrower group
on which they want to focus, such as “only AA borrowers,” or “borrowers of all
credit ratings willing to pay a certain percentage,” or any combination of
distinguishing traits as listed in the borrowers’ Swap-A-Debt profiles.
Then, as part of our automatic matching process, only those borrowers meeting a
lender’s specified characteristics will appear in the lender’s Swap-A-Debt
account.




Next, by
clicking on a chosen buyer profile, the lender will authorize a stipulated
amount to be automatically transferred from his/her funds on hand at BoA into
the borrower’s checking/savings actual account. At this point, the loan
transaction is complete.





Finally,
as part of the payback process, the borrower will receive a friendly email
reminder from us prior to his/her monthly due date. Upon receiving the reminder,
the borrower will have to log onto his/her Swap-A-Debt account and click on the
“make payment” function, upon which the appropriate amount of payment funds will
be wire transferred from the borrower’s account to the lender’s specified
account.





Alternatively,
a borrower will also be able to arrange for automatic withdrawal in order
to make the necessary loan payments. Failure to make a loan payment will result
in email notifications from us that a payment is late and must be made until
finally, a final notice is sent warning of being turned over to a collection
agency. If a borrower still fails to act, the loan will be turned over to a
collection agency to process the remainder of the loan and we are no longer
involved.





Although
we were declined by the Bank of America, we do not believe this has any affect
on our monetary transfers since we already have another party
involved.




Revenue
Model





We are a
development stage company and we have not generated any revenue since 2005. We
anticipate earning revenues in the form of fees for the services it provides. In
particular, this revenue stream comes from three main sources in the
borrow-and-lend transaction process.





Our main
revenue stream will come from fees earned on loans made, where we collect a
minimum fee of $80.00 assessed to the borrower on all loans including those as
low as $1,000. From the point of this minimum fee level, we will apply a
corresponding graded fee structure between 1.0% to 3.0%, based on loan size and
credit rating, to all borrowings as they increase progressively in amount,
charging as much as 3.0% on loans in the $25,000 range. For loans above a
certain level, the charge will be split evenly between the borrower and lender
participants. Furthermore, we will receive a 1.0% annual servicing fee from
borrowers on loan amounts outstanding.




We will
also earn revenue from a unique service offering it provides for “fixing” a
borrower’s credit profile and thus, their credit rating. This has the benefit to
the borrower of reducing total loan-related interest payments both for funding
obtained through the Swap-A-Debt program as well as for funding and credit
related events going forward. Specifically, we have aligned ourselves and
contracted with a U.S. nationwide credit organization dedicated to improving the
credit scores of individual borrowers by working with creditors and other
parties.





Would-be
borrowers to us will have the opportunity to “click-on” our website
requesting this service, in which case we will automatically fill out all the
necessary paperwork with information submitted by the applicant, including their
obtained current credit score, and submit it electronically to their partner
organization that specializes in restoring an individual’s credit. At this
point, the credit-fixing agency will work directly with the borrower to resolve
their credit rating issues. Thus, accessing this credit-fixing service via us
saves potential borrowers both time and effort in filling out the necessary hard
copy paper work, an electronic copy of which we retain on file from our partner
organization.






4




As part
of this service, borrowers will have access to a credit-fixing organization that
has been vetted and endorsed by our company and provides a money-back guarantee
should an individual’s particular credit score fail to be fixed. Under this
arrangement, we will receive a referral fee percentage from the fees charged by
the credit-fixing agency to the end user/borrower. We estimate the fees
charged by the credit agency will range from $200 to $2,000 and more, based on
the level of services required to satisfactorily improve a potential borrower’s
credit profile. Finally, once an individual’s credit rating has been improved,
the credit-fixing agency will notify us, and we will update the borrower’s
profile on our site to reflect the now more favorable credit
rating.




Finally,
our third revenue stream will come from charging would-be borrowers a fee to get
their credit ratings from the three U.S. national consumer credit rating
agencies. As part of our application process, these credit ratings must be
obtained on each respective borrower for inclusion in their personal loan
profile kept on file with us.  In order to access individual credit ratings
from these third party providers, however, we will have to pay a fee, which we
will in turn pass onto borrowers at a higher rate. As part of our service
offering to customers, this information will also be made available to
the borrower applicant who is able to securely access it, print it out or use it
anytime by accessing their Swap-A-Debt profile. Comparatively, gaining
access to an individual’s official credit scores from these three bureaus can
normally cost borrowers even more when done outside of requesting this
information in conjunction with Swap-A-Debt. Additionally, in order to procure
this information, an individual must be willing to invest the time and effort
necessary to sign-up and pay at each of these three companies,
respectively.




In
addition to these potential revenue streams, we are currently developing
additional financial related services for our online borrowing and lending
platform, which we intend to make available going forward.




Customer
Base





Our
business will target the underserved niche sector of small loan lending in the
financial community by specializing in loans that range from $25,000 and
below.





Historically,
procuring a loan in the $1,000 to $25,000 category has often proven
substantially difficult for many borrowers, as most banks and financial
institutions simply to not cater to personal loan levels this low. In fact, most
traditional lending institutions and professional financial brokers draw the
“cut off” point at a minimum level, below which it is simply not economically
profitable for these organizations to service given the time and resources
required to execute these loan transactions. Additionally, many customers of the
small loan market may have poor or non-existent credit scores and/or borrowing
profiles that simply are not compelling enough for traditional lenders to take
interest. For this reason, many small-loan seekers often face few alternatives
such as turning to friends and family or other more costly sources, such as
payday advances or credit card cash advances, to meet their financing needs, or
else they simply do without.





While the
Swap-A-Debt program will be open to all would-be borrowers, as there are no
minimum criteria, we believe an individual’s credit rating and other important
personal borrowing characteristics are likely to play a key role for lenders in
selecting a particular borrower’s loan profile.




We
currently anticipate our customer base as borrowers seeking access to a loan
level between $1,000 and $25,000, with the average loan likely to be between
$5,000 and $20,000, although loan amounts above and below these ranges are also
possible. Likewise, we anticipate that our lender profiles are likely to
encompass individual lenders of all sorts seeking returns on their investment in
the approximate average range of 10.0% to 16.0%.




Benefits to the Parties
Involved





Benefits
to Borrowers





We are
creating our peer-to-peer lending community to address the needs of small
loan borrowers with few alternatives in the current financial market place.
Several key advantages to borrowers that will be participating in our online
lending program will include the following once our website is
completed:




·
            We
      anticipate they will have access to needed funds in the small loan range
      of $1,000 to $25,000





·
            We
      anticipate that they will have the ability to pay a comparatively
      favorable interest rate, typically ranging from an average of 10% to 16+%,
      relative to the higher rates often charged by alternative sources such as
      25+% for cash advances, credit card changes and payday advances, among
      others





·
            We
      anticipate that our clients will have the ability to independently source
      funding from an anonymous third party lender, rather than face the
      potentially awkward experience of having to approach family and friends
      for money





·
            We
      expect our clients to have the convenience of an online
      “banking-like” experience, whereby the borrower can apply for a loan
      online and monitor the results of their application and “lender hits”
      anytime, anywhere online.




5





Benefits
to Lenders





Likewise,
we believe our lending program will offer several advantages and incentives for
lenders to participate in our peer-to-peer community as below.





·
            Compared
      to the estimated return typically earned on cash deposits, which can range
      from 2.0% and below, we will be able to offer lenders the chance to
      participate in an investment opportunity with average returns as high as
      10% to 16+% on loans made.





·
            As
      part of the features of our online lending program, lenders will be able
      to diversify their investments in a portfolio of loans by electing to
      disperse their funds amongst one or several different borrowers.
      Additionally, a single lender will be able to choose to provide just a
      fraction of a borrower’s requested amount, with the remainder coming from
      other participating lenders in the online community. By choosing to
      practice lending diversification, lenders should better be able to
      insulate their returns from the default of any one/few borrowers while
      still earnings superior returns.





·
            The
      convenience of an online “investing” experience, whereby the lender can
      create his/her own portfolio of borrower
loans.




Credit
Rating Services





Borrowers
who come to our website will need to pull their credit report to show to their
prospective Lender.  This is a critical step that provides the Lender the
ability to ascertain the risk associated with the Borrower. Therefore, we have
applied for credit reporting services with:  Credit America USA, LLC in
Glendale, California to assist our clients with getting their credit reports
Credit America is a registered member of the National Credit Reporting
Association and follows the guidelines of the Fair Credit Reporting
Act.  We will be paying $12 for an individual credit report and $14
for a joint credit report pulled from Credit America and will charge the client
$25 for the report regardless of individual or joint.





In some
cases, after borrowers have pulled their credit report, they will find that
their credit score is poor and will look for a way to overcome this
predicament.  We feel that providing a way to fix their credit will be a
useful solution for many of our potential borrowers. Therefore, we have allowed
a credit repair company to advertise on our website called RX Credit Doctors in
Woodland Hills, California. Credit Doctors, Inc. is a credit repair company that
has been in business since 1983.  We will receive a fee from Credit
Doctors of thirty (30%) percent of the fees that Credit Doctor receives for each
borrower that uses this service.





We do not
have a written agreement with either company to provide these services but do
have a verbal understanding with both entities to provide these
services.





Competition





Competitors
are listed as follows:





Prosper
was the first on-line peer-to-peer matchmaker which started in February 2006 and
has over 600,000 users, over 10,000 deals and loans over $200 million. They
were initially funded and founded by Chris Larson who founded E-Loan before
Prosper.




In April
2007, Ebay moved into peer-to-peer lending space with the purchase of
pre-launch, San Francisco based MicroPlace.





Circle
lending started in October 2007 and sold a majority stake in the company to
Richard Branson’s Virgin USA, re-branding itself as Virgin money. The site
manages more than $200 million in loans between friends and family.





The
Online Banking Report predicts that within five years, the total market for P2P
lending in the U.S. could surpass 1,000,000 loans annually.





Resources
Requirements





The
resources and necessary know-how to create a successful online community for the
purpose of conducting financial transactions, including the borrowing and
lending of funds, are extensive. In addition to technical programming skills,
the builder must have a thorough understanding of the complex laws and
requirements of United States, on a state by state basis, that regulate the
online banking industry and dictate its permissible transactions. Effectively,
all code must be written to comply with virtually hundreds of laws at every
stage and consideration of the transaction process, including the requirements
of the Securities and Exchange Commission, the Department of Homeland Security
and federal and state laws, among others. Failure to identify and comply with
all of these laws as part of peer-to-peer provider’s business plan can delay,
halt or even close down an operator’s efforts.




6





We have
invested many thousands of man-hours, and the expertise equivalent of over one
hundred years in the programming industry via 16 high level programmers to
complete our fully automated Internet website. These efforts were undertaken to
ensure all code comprising our platform is logically written to comply with the
laws of United States. Furthermore, while we believe our website provides an
easy-to-use platform for users, the actual technical framework behind our site
is extremely sophisticated. We believe this level of complexity limits the
ability of new players to easily enter the market.





Otherwise,
we will utilize the proceeds of the investment to bring on senior management to
the company. Because of the high automation of our website the personnel
requirements for us are relatively modest. We will also embark on a major
marketing campaign to expand our client base and we are  in
discussions with major marketing companies to execute this program.




Potential
Future Business





We
believe we will be the only online peer-to-peer lending platform for the
underserved, small loan market of sub-$25,000 that offers an array of additional
credit and financing services to potential borrowers. We do not intend to use
any of our own funds for making loans to would-be borrowers; rather the entire
amount of funds invested in loans will be sourced from other lender participants
in our online platform. Going forward, we may choose to pursue a “hybrid model”
whereby loans to individual borrowers are sourced in part from the peer-to-peer
lending community and in part directly from our own corporate
funds.




We
believe this hybrid model would be unique to the industry as, at present, the
industry of online lending is comprised of players participating either solely
as a banking organizations with the deployment of their own funds/customer
deposits, or as a peer-to-peer operation where no “house” funds are
involved.




Additionally,
going forward, we envision extending our lending services small businesses
seeking up to approximately $10 million in funding.





Employees





As of
March 10, 2009, we have two full-time employees, Marco Garibaldi and Edward
DeFeudis. Marco Garibaldi is the CEO and Co-Founder, and Edward DeFeudis is the
President and Co-Founder. Mr. Garibaldi and Mr. DeFeudis each spend in excess of
50 hours per working on behalf of the company. As we launch and begin to
generate revenue, we will look to raise capital and hire 9 additional staff
members over the next 12 months.





ITEM
1A.   RISK FACTORS





Not
applicable to smaller reporting companies.





ITEM
2.      PROPERTIES





Our
principal executive office is located at 940 Lincoln Rd. Suite 220 Miami, FL
33137.  We pay rent of $850 per month to occupy this
location.





ITEM
3.     LEGAL PROCEEDINGS





From time
to time, we may become involved in various lawsuits and legal proceedings, which
arise, in the ordinary course of business. However, litigation is subject to
inherent uncertainties, and an adverse result in these or other matters may
arise from time to time that may harm our business. We are currently not aware
of any such legal proceedings or claims that we believe will have a material
adverse effect on our business, financial condition or operating
results.





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





None.





7







PART
II





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





Market
Information





Our
common stock is quoted on the Pink Sheets, a quotation service for OTC
securities, under the symbol “SWPD.PK.” Pink Sheets is a centralized quotation
service that collects and publishes market maker quotes for OTC securities in
real-time. Our listing status on the Pink Sheets is dependent on market makers’
willingness to provide the service of accepting trades to buyers and sellers of
the stock. Quotes for OTC securities reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not necessarily represent actual
transactions. Unlike securities traded on a stock exchange, such as the New York
Stock Exchange, issuers of securities traded on the Pink Sheets do not have to
meet any specific quantitative and qualitative listing and maintenance
standards.




Our stock
has been thinly traded. The following table sets forth the high and low sales
price per share of our common stock, as reported by the Pink Sheets LLC, for the
periods through January 31, 2009, after giving effect to a 1-for-20 reverse
stock split of our common stock on February 26, 2008:




High
                            
                            
                            Low2008January
      24, 2008 to February 25, 2008
                            
                            $
                            0.10
                            
                            
                            $
                            0.20February
      26, 2008
                            1:20
      Stock SplitFebruary
      26, 2008 to March 31, 2008
                            
                            $
                            2.00
                            
                            
                            $
                            2.00Second
      Quarter
                            
                            $
                            1.55
                            
                            
                            $
                            0.25Third
      Quarter
                            
                            $
                            1.01
                            
                            
                            $
                            0.25Fourth
      Quarter
                            
                            $
                            0.25
                            
                            
                            $
                            0.10





Holders





As of
April 15, 2009, there were approximately 356 shareholders of our common
stock and each shareholder of our common stock is entitled to one vote for each
share on all matters submitted to a stockholder vote.





Holders
of common stock do not have cumulative voting rights.





Therefore,
holders of a majority of the shares of common stock voting for the election of
directors can elect all of the directors. Holders of our common stock
representing a majority of the voting power of our capital stock issued and
outstanding and entitled to vote, represented in person or by proxy, are
necessary to constitute a quorum at any meeting of our stockholders. A vote by
the holders of a majority of our outstanding shares is required to effectuate
certain fundamental corporate changes such as liquidation, merger or an
amendment to our Articles of Incorporation.





Although
there are no provisions in our charter or by-laws that may delay, defer or
prevent a change in control, we are authorized, without shareholder approval, to
issue shares of preferred stock that may contain rights or restrictions that
could have this effect.




Holders
of common stock are entitled to share in all dividends that the board of
directors, in its discretion, declares from legally available funds. In the
event of liquidation, dissolution or winding up, each outstanding share entitles
its holder to participate pro rata in all assets that remain after payment of
liabilities and after providing for each class of stock, if any, having
preference over the common stock. Holders of our common stock have no
pre-emptive rights, no conversion rights and there are no redemption provisions
applicable to our common stock.





Dividends





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





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




8





Penny
Stock Considerations





Broker-dealer
practices in connection with transactions in “penny stocks” are regulated by
certain penny stock rules adopted by the Securities and Exchange Commission.
Penny stocks generally are equity securities with a price of less than $5.00
(other than securities registered on certain national securities exchanges or
quoted on the NASDAQ system). Penny stock rules require a broker-dealer, prior
to a transaction in a penny stock not otherwise exempt from the rules, to
deliver a standardized risk disclosure document that provides information about
penny stocks and the risks in the penny stock market. The broker-dealer also
must provide the customer with current bid and offer quotations for the penny
stock, the compensation of the broker-dealer and its salesperson in the
transaction, and monthly account statements showing the market value of each
penny stock held in the customer’s account. The broker-dealer must also make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser’s written agreement to the transaction.
These requirements may have the effect of reducing the level of trading
activity, if any, in the secondary market for a security that becomes subject to
the penny stock rules.




ITEM
6.      SELECTED FIANANCIAL
DATA




Not
applicable because we are a smaller reporting company.





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





The
following discussion should be read in conjunction with the Consolidated
Financial Statements and Notes thereto appearing elsewhere in this Form 10-K.
The following discussion contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 relating to future events or our future performance. Actual
results may materially differ from those projected in the forward-looking
statements as a result of certain risks and uncertainties set forth in this
prospectus. Although management believes that the assumptions made and
expectations reflected in the forward-looking statements are reasonable, there
is no assurance that the underlying assumptions will, in fact, prove to be
correct or that actual results will not be different from expectations expressed
in this report.





Overview
of Our Performance and Operations





Our
business





We
are a development stage company in the peer-to-peer (P2P) lending space and
we have not generated any revenue since 2005. Our mission is to create the
most efficient non-institutional, Internet-based lending community of individual
borrowers and lenders that come together to make personal loans in which both
parties benefit.  Our target market is personal loans ranging from
$1,000-$25,000.




9





Peer-to-peer
lending is one of the fastest growing sectors of the financial services
industry.  While the market for such lending is currently relatively
small, and with only approximately $650 million borrowed and lent during all of
2007, the market is already experiencing significant growth and is projected to
boom over the coming years reaching nearly $6 billion in loans by
2010.





While the
popularity and the ubiquity of the Internet are certainly major factors driving
the peer-to-peer lending market forward, there are also very clearly major macro
and micro economic factors propelling this business forward.  As a
result of an overheated housing sector, and other economic factors, financial
institutions have significantly tightened credit standards making it difficult
for many consumers to acquire non-collateralized personal loans.  Such
loans that are available have become considerably more expensive over the past
year.  These financial market conditions have created an opportunity
for individual lenders to step in and fill the small loan lending gap, fuelling
the current hyper-growth we are currently experiencing in the peer-to-peer
lending market.





Peer-to-peer
lending offers significant benefits to both borrowers and
lenders.  Through peer-to-peer lending borrowers are able to access
funds at rates that typically range from 10% to 16%, which compare very
favorably to credit card advances, which are often over 25% annually or
short-term consumer loans, which are often made at over 100% interest per
year.  Peer to peer lenders also realize significant potential
benefits.  Compared to the estimated return typically earned on cash
deposits, which can range from 2% and below, peer-to-peer lending offers lenders
a chance to participate in investment opportunities with much higher
returns.  Peer-to-peer lending also offers socially positive benefits
to lenders that many find attractive.





Via our
website, we are going to provide screening and credit checks on borrowers and
allows lenders to select the types of borrowers they wish to consider for loans.
The process of credit, background and identity checks, processing of the loan
applications, the matching of borrowers and lenders, the tracking of loan
payments, and other related functions are handled on a completely automated
basis allowing us to incur extremely low overhead costs, likely resulting in
meaningful operating margins.





Based on
our revenue model, we intend to earn revenue from the fees for the services it
provides which are typically 1% to 3% based on the size and the credit rating of
the borrower. Additionally, we will charge a 1% annual servicing fee from the
borrower on all outstanding balances. While these fees constitute the initial
revenue model, we believe it is highly likely the company will develop
additional streams in the very near future with website advertising, credit card
and auto loan origination and/or referral fees likely showing the most realistic
near-term potentials.





We had no
operations during the fiscal year ended January 31, 2009 and 2008. Our expenses
during that time incurred general and administrative expenses in the amount of
$528,842 and $236,862, respectively. These expenses occurred developing our Web
technology and establishing the necessary infrastructure to launch its services.
The losses during those two years included accrued officers’ salaries in the
amount of $0 and $431,583, which were forgiven during the quarter ended April
30, 2008 resulting in a gain in the amount of $431,583.





Our
auditors have raised substantial doubt as to our ability to continue as a “Going
Concern” as we have generated no revenue since 2005 and have accumulated losses
of $5,267,564 at January 31, 2009 and $5,091,647 thru January 31, 2008. Our
continued existence is dependent on our ability to generate sufficient cash flow
from operations to support its daily operations, as well as, to provide
sufficient resources to retire existing liabilities and obligations on a timely
basis.





On
February 26, 2008, we effectuated a 1:20 reverse split.  Additionally,
we purchased the domain names and business plan of “Swap-A-Debt, Inc.” in
exchange for 22,200,000 post-split shares.  On April 18, 2008, the
three holders of the Convertible Notes Payable amounting to $1,130,000 converted
their notes into 9,040,000 shares of Common Stock in full satisfaction of the
debt outstanding.





PLAN
OF OPERATION





During
the next twelve months, we expect to take the following steps in connection with
the further development of our business and the implementation of our plan of
operations:





1)
            We
      are a development stage company and plan to work with Hadlock and
      Associates of Natick MA to remain compliant to facilitate consumer loans
      in all 50 states and obtain licenses where
  required;





2)
            We
      will establish a marketing relationship with a Search Engine Optimization
      company to give us maximum Web
exposure;





3)
            We
      will also continue to establish and maintain our relationships with
      realtors, accountants, attorneys, etc they can help to send us business;
      and





4)
            We
      will continue to pursue a major funding through a hedge fund or broker
      dealer to enable us to accelerate our business
  plan.




10




Over the
next 12 months, we anticipate our expenses could range from $300,000 to
$3,600,000, depending upon financing and the acceleration of our business
plan.





If we do
not obtain additional funding, we will continue to operate on a reduced budget
until such time as more capital is raised. Under this reduced budget, our
expenses may be $300,000 for the next 12 months. We believe that we could
operate with our current cash on hand while satisfying any shortfall in cash
flow with income that will be generated after the launch of our
website.





If we
obtain a large financing in the future, we would accelerate our business plan
and hire up to 9 more staff members, increase our office space and operations,
and increase our advertising and marketing budget, all of which would directly
affect the performance of the company.





RESULTS
OF OPERATIONS





As of the
year ended January 31, 2009, we had cash on hand of $72,060 and our total assets
were $194,072 while our total liabilities consisted of an Outstanding Line of
Credit in the amount of $100,000, accrued interest of $12,740 and a short-term
convertible note payable in the amount of $250,000 due on April 30,
2009.  With the continued losses and a resulting accumulated deficit
of $5,267,564, we have negative shareholder’s equity in the amount of
$168,668.





We are
currently operating at a loss and we have a net loss of $175,917 for the year
ended January 31, 2009. Our auditor has expressed doubt as to whether we will be
able to continue to operate as a “going concern” due to the fact that the
company has not had revenue since 2005 and will need to raise capital to further
its operations. We do not expect to be able to satisfy our cash requirements to
continue to operate over the next twelve months unless we obtain additional
funding or our revenues significantly improve. If the market does not begin to
improve, we will need to raise additional funds to continue to operate as a
“going concern.” There is no guarantee that we will be able to raise additional
funds and if we are unsuccessful in raising the funds, we may be forced to close
our business operations.





Over the
next twelve months, we do not plan to purchase or sell any product or
significant equipment. We do not own any products or equipment and we do not
rely on any equipment or expensive product to operate in the Person-to-Person
Lending Market. Therefore, it is not anticipated that we would have any
significant cost associated with a new product or service.





LIQUIDITY
AND CAPITAL RESOURCES





As of
January 31, 2009, we had cash of $72,060.  However, due to the current
instability of the credit market and our limited history with no revenue, we may
require additional funds to continue to operate. We will continue to operate on
a reduced budget until such time as more capital is raised.  We have
no written agreement with Mr. DeFeudis to legally insure that he will provide
the funding for our operations.  Although we have no commitments for
capital, other than verbal assurances from Mr. DeFeudis, we may raise additional
funds through:





-
            public
      offerings of equity, securities convertible into equity or
      debt,





-
            private
      offerings of securities or debt, or other
  sources.





During
this offering, the Company has agreed to bear the expenses of the registration
of the shares, including legal and accounting fees, and such expenses are
estimated to be approximately $25,000. As to the following serious
conditions:





1)
            As
      of January 31, 2009, we had cash of
$72,060;





2)
            We
      received an aggregate of $850,000 from the sale of three promissory notes
      in 2008;





3)
            Our
      auditor had determined that based on our financial condition there is
      substantial doubt as to whether we can continue to operate as a going
      concern.




11





On August
29, 2008, the Company received additional outside funding in the amount of
$250,000 in the form of a short-term 12% convertible promissory note, payable
December 29, 2008.




At this
time, Mr. DeFeudis has not identified any sources of additional financing. Upon
developing a trading market for the common stock he intends to seek additional
sources of financing through hedge funds and/or licensed broker-dealers,
however, given our precarious financial condition and our lack of business, a
trading market may not develop in the foreseeable future.





We have
no written agreement with Mr. DeFeudis to legally insure that he will provide
the funding for our operations. Although we have no commitments for capital,
other than verbal assurances from Mr. DeFeudis, we may attempt to raise
additional funds through public offerings of equity, securities convertible into
equity or debt, and private offerings of securities or debt, as our previous
efforts raised $850,000. Given our history of raising money, there is no
guarantee that we will be successful in obtaining funds through public or
private offerings in order to fund our operations. Our investors should assume
that any additional funding will cause substantial dilution to current
stockholders. In addition, we may not be able to raise additional funds on
favorable terms, if at all.





To date,
we have been able to secure $850,000 that we raised through two convertible
promissory notes in January 2008 for $300,000 each and one convertible
promissory note for $250,000 in August 2008. Since August, we have not been able
to raise any additional capital. We may also rely on sources to borrow funds in
the form of loans.





Even if
we do not raise additional capital, we believe that we will be able to continue
operations for twelve months based on the funding currently provided and
revenues that we anticipate generating in the near future. Our investors should
assume that any additional funding may cause substantial dilution to current
stockholders. In addition, we may not be able to raise additional funds on
favorable terms, if at all.





Off
Balance Sheet Arrangements





Under SEC
regulations, we are required to disclose our off-balance sheet arrangements that
have or are reasonably likely to have a current or future effect on our
financial condition, such as changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or capital
resources that are material to investors. An off-balance sheet arrangement means
a transaction, agreement or contractual arrangement to which any entity that is
not consolidated with us is a party, under which we have:





-
            Any
      obligation under certain guarantee contracts;-
            Any
      retained or contingent interest in assets transferred to an unconsolidated
      entity or similar arrangement that serves as credit, liquidity or market
      risk support to that entity for such
assets;





-
            Any
      obligation under a contract that would be accounted for as a derivative
      instrument, except that it is both indexed to our stock and classified in
      stockholder’s equity in our statement of financial position;
      and-
            Any
      obligation arising out of a material variable interest held by us in an
      unconsolidated entity that provides financing, liquidity, market risk or
      credit risk support to us, or engages in leasing, hedging or research and
      development services with us.





We do not
have any off-balance sheet arrangements that we are required to disclose
pursuant to these regulations. In the ordinary course of business, we enter into
operating lease commitments, purchase commitments and other contractual
obligations. These transactions are recognized in our financial statements in
accordance with generally accepted accounting principles in the United
States.





We do not
have any off-balance sheet arrangements, financings, or other relationships with
unconsolidated entities or other persons, also known as “special purpose
entities” (SPEs).





Critical
Accounting Policies





The
discussion and analysis of our financial condition and results of operations are
based upon our consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States.
The preparation of these consolidated financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and
liabilities. On an on-going basis, we evaluate our estimates based on historical
experience and on various other assumptions that are believed to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.





A summary
of significant accounting policies is included in Note 3 to the audited
financial statements for the year ended January 31, 2008. Management believes
that the application of these policies on a consistent basis enables us to
provide useful and reliable financial information about our Company's operating
results and financial condition.




12





Recently
Issued Accounting Pronouncements





On June
5, 2003, the United States Securities and Exchange Commission (“SEC”) adopted
final rules under Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”),
as amended by SEC Release No. 33-8934 on June 26, 2008. Commencing with its
annual report for the year ending January 31, 2010, we will be required to
include a report of management on its internal control over financial reporting.
The internal control report must include a statement





·
            Of
      management’s responsibility for establishing and maintaining adequate
      internal control over its financial
reporting;





·
            Of
      management’s assessment of the effectiveness of its internal control over
      financial reporting as of year end;
and





·
            Of
      the framework used by management to evaluate the effectiveness of our
      internal control over financial
reporting.





Furthermore,
in the following year, it is required to file the auditor’s attestation report
separately on our internal control over financial reporting on whether it
believes that we have maintained, in all material respects, effective internal
control over financial reporting.





On
September 15, 2006, the Financial Accounting Standards Board (“FASB”) issued
FASB Statement No. 157 “Fair
Value Measurements” (“SFAS No. 157”). SFAS No. 157 defines fair value,
establishes a framework for measuring fair value and expands disclosures about
fair value measurements. SFAS No. 157 is effective as of the beginning of the
first fiscal year beginning after November 15, 2007. We do not anticipate that
the adoption of this statement will have a material effect on our financial
condition and results of operations.





On
February 15, 2007, the FASB issued FASB Statement No. 159“The Fair Value Option for
Financial Assets and Financial Liabilities: Including an amendment of FASB
Statement No. 115” (“SFAS No. 159”). SFAS No. 159 permits all entities to
elect to measure many financial instruments and certain other items at fair
value with changes in fair value reported in earnings. SFAS No. 159 is effective
as of the beginning of the first fiscal year that begins after November 15,
2007, with earlier adoption permitted. We do not anticipate that the adoption of
this statement will have a material effect on our financial condition and
results of operations.





In June
2007, the Emerging Issues Task Force of the FASB issued EITF Issue No. 07-3
“Accounting for Nonrefundable
Advance Payments for Goods or Services to be Used in Future Research and
Development Activities” (“EITF Issue No. 07-3”) which is effective for
fiscal years beginning after December 15, 2007. EITF Issue No. 07-3 requires
that nonrefundable advance payments for future research and development
activities be deferred and capitalized. Such amounts will be recognized as an
expense as the goods are delivered or the related services are performed. We do
not expect the adoption of EITF Issue No. 07-3 to have a material impact on our
financial results.





In
December 2007, the FASB issued FASB Statement No. 141 (Revised 2007)“Business Combinations”
(“SFAS No. 141(R)”), which requires us to record fair value estimates of
contingent consideration and certain other potential liabilities during the
original purchase price allocation, expense acquisition costs as incurred and
does not permit certain restructuring activities previously allowed under
Emerging Issues Task Force Issue No. 95-3 to be recorded as a component of
purchase accounting. SFAS No. 141(R) applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15, 2008, except
for the presentation and disclosure requirements, which shall be applied
retrospectively for all periods presented. We will adopt this standard at the
beginning of our year ending December 31, 2008 for all prospective business
acquisitions. We have not determined the effect that the adoption of SFAS No.
141(R) will have on our financial results .





In
December 2007, the FASB issued FASB Statement No. 160“Noncontrolling Interests in
Consolidated Financial Statements - an amendment of ARB No. 51” (“SFAS
No. 160”), which causes noncontrolling interests in subsidiaries to be included
in the equity section of the balance sheet. SFAS No. 160 applies prospectively
to business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after December
15, 2008, except for the presentation and disclosure requirements, which shall
be applied retrospectively for all periods presented. We will adopt this
standard at the beginning of our year ending December 31, 2008 for all
prospective business acquisitions. We have not determined the effect that the
adoption of SFAS No. 160 will have on our financial results.





In March
2008, the FASB issued FASB Statement No. 161“Disclosures about Derivative
Instruments and Hedging Activities an amendment of FASB Statement No.
133” (“SFAS No. 161”), which changes the disclosure requirements for
derivative instruments and hedging activities. Pursuant to SFAS No.161, Entities
are required to provide enhanced disclosures about (a) how and why an entity
uses derivative instruments, (b) how derivative instruments and related hedged
items are accounted for under Statement 133 and its related interpretations, and
(c) how derivative instruments and related hedged items affect an entity’s
financial position, financial performance, and cash flows. SFAS No. 161 is
effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008 with early application encouraged. SFAS No.
161 encourages but does not require disclosures for earlier periods presented
for comparative purposes at initial adoption. In years after initial adoption,
this Statement requires comparative disclosures only for periods subsequent to
initial adoption. We will adopt this standard at the beginning of our year
ending December 31, 2008. We do not expect the adoption of SFAS No. 161 to have
a material impact on our financial results.




We do not
believe that any other recently issued, but not yet effective accounting
pronouncements, if adopted, would have a material effect on the accompanying
consolidated financial statements.





ITEM
7A.  QUANTITIATIVE AND QUALITATIVE DISCLOUSURES ABOUT
MARKET RISK





Not
applicable because we are a smaller reporting company.




13






ITEM
8.      FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA.








Swap-A-Debt, Inc.Index
      to Financial StatementsJanuary
      31, 2009 and 2008PageNumberReport
      of Independent Registered Public Accounting Firm
                                F-1Financial
      Statements:Balance
      Sheets as of January 31, 2009 and 2008
                                F-2Statements
      of Operations for the years ended
                                F-3January
      31, 2009 and 2008Statement
      of Changes in Shareholders' Deficitfor
      the years ended January 31, 2009 and 2008
                                F-4Statement
      of Cash Flows for the years ended
                                F-5January
      31, 2009 and 2008Notes
      to Financial Statements




REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    To the
Board of Directors
 Swap-A-Debt,
Inc. (fka 5fifty5.com, Inc.)
 Miami,
FL
  We have
audited the accompanying balance sheets of Swap-A-Debt, Inc. (fka 5fifty5.com,
Inc.) as of January 31, 2009 and 2008, and the related statements of operations,
changes in stockholders’ deficit, and cash flows for the years ended January 31,
2009 and 2008.  These financial statements are the responsibility of
the Company’s management. Our responsibility is to express an opinion on these
financial statements based on our audits.
  We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
  In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Swap-A-Debt, Inc. as of January 31,
2009 and 2008, and the results of its operations and its cash flows for the
years then ended 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 no revenue, significant assets or cash flows that
raise substantial doubt about the Company’s ability to continue as a going
concern.  Management’s plans regarding these matters are described in
Note 2. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
  /s/
PS Stephenson & Co., P.C.
  Wharton,
Texas
 April 3,
2009
     F-1


Swap-A-Debt,
      Inc.Balance
      SheetsJanuary
      31, 2009 and 2008Assets
                            
                            2009
                            
                            
                            2008Current
      assetsCash
      and cash equivalents
                            
                            $
                            72,060
                            
                            
                            $
                            384,360Total
      current assets
                            
                            
                            72,060
                            
                            
                            
                            384,360Property
      and equipmentOffice
      equipment
                            
                            
                            5,297
                            
                            
                            
                            5,297Computer
      equipment
                            
                            
                            3,010
                            
                            
                            
                            3,010Total
      property and equipment
                            
                            
                            8,307
                            
                            
                            
                            8,307Accumulated
      depreciation
                            
                            
                            (7,048
                            )
                            
                            
                            (4,980
                            )Property
      and equipment, net
                            
                            
                            1,259
                            
                            
                            
                            3,327Other
      assetsDomain
      names
                            
                            
                            28,000
                            
                            
                            
                            -Software
      development costs
                            
                            
                            92,753
                            
                            
                            
                            106,711Total
      assets
                            
                            $
                            194,072
                            
                            
                            $
                            494,398Liabilities
      and Shareholders' DeficitLiabilitiesLine
      of credit
                            
                            $
                            100,000
                            
                            
                            $
                            100,000Accrued
      salaries
                            
                            
                            -
                            
                            
                            
                            431,583Accrued
      interest
                            
                            
                            12,740
                            
                            
                            
                            -Convertible
      notes payable
                            
                            
                            250,000
                            
                            
                            
                            1,130,000Total
      liabilities
                            
                            
                            362,740
                            
                            
                            
                            1,661,583Stockholders'
      equity (deficit)Preferred
      stock - par value $0.01; 10,000,000 shares authorized;none
      issued and outstanding
                            
                            
                            -
                            
                            
                            
                            -Common
      stock; par value $0.001; 70,000,000 shares authorized;49,500,000
      and 63,751,456 shares issued and outstanding, respectively
                            
                            
                            49,500
                            
                            
                            
                            63,752Additional
      paid-in capital
                            
                            
                            5,049,396
                            
                            
                            
                            3,860,710Accumulated
      deficit
                            
                            
                            (5,267,564
                            )
                            
                            
                            (5,091,647
                            )Total
      stockholders' deficit
                            
                            
                            (168,668
                            )
                            
                            
                            (1,167,185
                            )Total
      liabilities and stockholders' equity
                            
                            $
                            194,072
                            
                            
                            $
                            494,398





The
accompanying notes are an integral part of these financial
statements.
 F-2




Swap-A-DebtStatements
      of OperationsFor
      the Years Ended January 31, 2009 and 20082009
                                        
                                        
                                        2008Revenues
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        -Operating
      expensesSelling,
      general and administrative expenses
                                        
                                        
                                        528,842
                                        
                                        
                                        
                                        236,862Research
      and development costs
                                        
                                        
                                        61,435
                                        
                                        
                                        
                                        28,000Total
      operating expenses
                                        
                                        
                                        590,277
                                        
                                        
                                        
                                        264,862Income
      (loss) from operations
                                        
                                        
                                        (590,277
                                        )
                                        
                                        
                                        (264,862
                                        )Other
      income (expense)Interest
      income
                                        
                                        
                                        -
                                        
                                        
                                        
                                        144Gain
      from extinguishment of officer accrued salaries
                                        
                                        
                                        431,583
                                        
                                        
                                        
                                        -Gain
      on sale of marketable securities
                                        
                                        
                                        375
                                        
                                        
                                        
                                        -Interest
      expense
                                        
                                        
                                        (17,598
                                        )
                                        
                                        
                                        (10,947
                                        )Total
      other income (expense)
                                        
                                        
                                        414,360
                                        
                                        
                                        
                                        (10,803
                                        )Income
      (loss) before provision for income taxes
                                        
                                        
                                        (175,917
                                        )
                                        
                                        
                                        (275,665
                                        )Provision
      for income taxes
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Net
      income (loss)
                                        
                                        $
                                        (175,917
                                        )
                                        
                                        $
                                        (275,665
                                        )Basic
      and fully diluted earnings (loss) per common share:Earnings
      (loss) per common share
                                        
                                        $
                                        (0.004
                                        )
                                        
                                        $
                                        (0.004
                                        )Basic
      and fully diluted weighted average common shares
    outstanding
                                        
                                        
                                        44,085,744
                                        
                                        
                                        
                                        63,751,456







The
accompanying notes are an integral part of these financial
statements.
 F-3






Swap-A-Debt,
      Inc.Statement
      of Changes in Stockholders' DeficitFor
      the Years Ended January 31, 2009 and 2008AdditionalPreferred
      Stock
                                
                                
                                Common
      Stock
                                
                                
                                Paid
      In
                                
                                
                                AccumulatedShares
                                
                                
                                Amount
                                
                                
                                Shares
                                
                                
                                Amount
                                
                                
                                Capital
                                
                                
                                Deficit
                                
                                
                                TotalBalance
      at January 31, 2007
                                
                                
                                -
                                
                                
                                $
                                -
                                
                                
                                
                                26,251,456
                                
                                
                                $
                                26,252
                                
                                
                                $
                                3,860,710
                                
                                
                                $
                                (4,815,982
                                )
                                
                                $
                                (929,020
                                )Issuance
      of common stockin
      lieu of issuance of preferred stock
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                37,500,000
                                
                                
                                
                                37,500
                                
                                
                                
                                -
                                
                                
                                
                                
                                
                                
                                
                                37,500Net
      income (loss)
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (275,665
                                )
                                
                                
                                (275,665
                                )Balance
      at January 31, 2008
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                63,751,456
                                
                                
                                
                                63,752
                                
                                
                                
                                3,860,710
                                
                                
                                
                                (5,091,647
                                )
                                
                                
                                (1,167,185
                                )Reverse
      stock split
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                (60,563,798
                                )
                                
                                
                                (60,564
                                )
                                
                                
                                60,564
                                
                                
                                
                                
                                
                                
                                
                                -Shares
      issued for purchaseof
      Domain Name
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                22,200,000
                                
                                
                                
                                22,200
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                22,200Shares
      issued for services
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                15,072,342
                                
                                
                                
                                15,072
                                
                                
                                
                                7,162
                                
                                
                                
                                
                                
                                
                                
                                22,234Shares
      issued for debt conversions
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                9,040,000
                                
                                
                                
                                9,040
                                
                                
                                
                                1,120,960
                                
                                
                                
                                
                                
                                
                                
                                1,130,000Net
      income (loss)
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (175,917
                                )
                                
                                
                                (175,917
                                )Balance
      at January 31, 2009
                                
                                
                                -
                                
                                
                                $
                                -
                                
                                
                                
                                49,500,000
                                
                                
                                $
                                49,500
                                
                                
                                $
                                5,049,396
                                
                                
                                $
                                (5,267,564
                                )
                                
                                $
                                (168,668
                                )


The
accompanying notes are an integral part of these financial
statements.
 F-4




Swap-A-Debt,
      Inc.Statements
      of Cash FlowsFor
      the Years Ended January 31, 2009 and 20082009
                              
                              
                              2008Cash
      Flows Provided From (Used By) Operating ActivitiesNet
      income (loss)
                              
                              $
                              (175,917
                              )
                              
                              $
                              (275,665
                              )Adjustments
      to reconcile net income (loss) to net cashprovided
      from (used by) operating activities:Depreciation
      and amortization
                              
                              
                              42,220
                              
                              
                              
                              41,012Gain
      on sale of marketable securities
                              
                              
                              (375
                              )Common
      stock issued for services
                              
                              
                              22,234Increase
      (decrease) in accrued interest
                              
                              
                              12,740Increase
      (decrease) in accrued salaries
                              
                              
                              (431,583
                              )
                              
                              
                              166,583Net
      cash provided from (used by) operating activities
                              
                              
                              (530,681
                              )
                              
                              
                              (68,070
                              )Cash
      Flows Provided From (Used By) Investing ActivitiesPurchase
      of marektable securities
                              
                              
                              (5,625
                              )
                              
                              
                              -Proceeds
      from sale of marketable securities
                              
                              
                              6,000
                              
                              
                              
                              -Purchase
      of Domain Names
                              
                              
                              (5,800
                              )
                              
                              
                              -Investment
      in software development
                              
                              
                              (26,194
                              )
                              
                              
                              (28,000
                              )Net
      cash provided from (used by) investing activities
                              
                              
                              (31,619
                              )
                              
                              
                              (28,000
                              )Cash
      Flows Provided From (Used By) Financing ActivitiesBorrowings
      from line of credit, net
                              
                              
                              -
                              
                              
                              
                              1,694Bank
      overdraft
                              
                              
                              -
                              
                              
                              
                              (240
                              )Proceeds
      from officer's loan
                              
                              
                              -
                              
                              
                              
                              29,000Payments
      on officer's loan
                              
                              
                              -
                              
                              
                              
                              (150,024
                              )Proceeds
      from issuance of convertible notes payable
                              
                              
                              250,000
                              
                              
                              
                              600,000Net
      cash provided from (used by) financing activities
                              
                              
                              250,000
                              
                              
                              
                              480,430Net
      increase (decrease) in cash and cash equivalents
                              
                              
                              (312,300
                              )
                              
                              
                              384,360Cash
      and cash equivalents, beginning of year
                              
                              
                              384,360
                              
                              
                              
                              -Cash
      and cash equivalents, end of year
                              
                              $
                              72,060
                              
                              
                              $
                              384,360Supplemental
      disclosureInterest
      paid during the period
                              
                              $
                              4,858
                              
                              
                              $
                              10,947Non-cash
      transactions:Issuance
      of common stock for debt conversions
                              
                              $
                              1,130,000
                              
                              
                              $
                              -








The
accompanying notes are an integral part of these financial
statements.
 F-5




Swap-A-Debt,
Inc.


Notes
to Financial Statements


January
31, 2009 and 2008





1. Organization,
Description of Business, and Basis of Accounting




Swap-A-Debt,
Inc. (the “Company”) was originally incorporated on June 24, 1988 under the laws
of the State of Delaware as Windsor Capital Corp.  Between March 2001
and January 2008, the Company amended and restated its Articles of Incorporation
and changed its corporate name to Energy Control Technology, Inc., 5Fifty5.com,
inc., and finally, Swap-A-Debt, Inc.




The
Company owns a patent-pending proximity advertising service to be used primarily
in rental cars and taxicabs.  This service will be capable of issuing
advertisements and product coupons to consumers within a specified distance from
the advertiser’s location.




The
Company follows the accrual basis of accounting in accordance with accounting
principles generally accepted in the United States of America and has a fiscal
year-end of January 31.




2. Going
Concern Uncertainty




The
Company has had no revenue or significant assets since 2005.  At
January 31, 2009 and 2008, the Company had accumulated losses of $5,293,758 and
$5,091,647, respectively.  These conditions raise substantial doubt
about the Company’s ability to continue as a going concern. The financial
statements do not include any adjustments relating to the recoverability and
classification of recorded asset amounts or the amount of liabilities that might
be necessary should the Company be unable to continue as a going
concern.




The
Company’s continued existence is dependent upon its ability to generate
sufficient cash flows from operations to support its daily operations as well as
provide sufficient resources to retire existing liabilities and obligations on a
timely basis.




It is the
intent of management and significant stockholders to provide sufficient working
capital necessary to support and preserve the integrity of the corporate
entity.  However, no formal commitments or arrangements to advance or
loan funds to the Company or repay any such advances or loans
exist.




3. Summary
of Significant Accounting Policies




Cash
and Cash Equivalents




For
Statement of Cash Flows purposes, the Company considers all cash on hand and in
banks, certificates of deposit and other highly-liquid investments with
maturities of three months or less, when purchased, to be cash and cash
equivalents.




Income
Taxes




The
Company uses the asset and liability method of accounting for income taxes. At
January 31, 2009 and 2008, respectively, the deferred tax asset and deferred tax
liability accounts, as recorded when material to the financial statements, are
entirely the result of temporary differences.  Temporary differences
represent differences in the recognition of assets and liabilities for tax and
financial reporting purposes, primarily accumulated depreciation and
amortization.  As of January 31, 2009 and 2008, the deferred tax asset
related to the Company's net operating loss carryforward is fully
reserved.  Due to the provisions of Internal Revenue Code Section 338,
the Company may have no net operating loss carryforwards available to offset
financial statement or tax return taxable income in future periods as a result
of a change in control involving 50 percentage points or more of the issued and
outstanding securities of the Company.






F-6




Swap-A-Debt,
Inc.


Notes
to Financial Statements


January
31, 2009 and 2008









Property
and Equipment




Property
and equipment are stated at cost. Depreciation has been calculated over the
estimated useful lives of the assets ranging from 3 to 5 years.  The
cost of maintenance and repairs is expensed as incurred. Depreciation and
amortization expense for the years ended January 31, 2009 and 2008 was $2,068
and $1,660, respectively.




Earnings
(Loss) per Share




Basic
earnings (loss) per share is computed by dividing the net income (loss)
available to common shareholders by the weighted-average number of common shares
outstanding during the respective period presented in our accompanying financial
statements.




Fully
diluted earnings (loss) per share is computed similar to basic income (loss) per
share except that the denominator is increased to include the number of common
stock equivalents (primarily outstanding options and warrants).




Common
stock equivalents represent the dilutive effect of the assumed exercise of
outstanding stock options and warrants, using the treasury stock method, at
either the beginning of the respective period presented or the date of issuance,
whichever is later, and only if the common stock equivalents are considered
dilutive based upon the Company's net income (loss) position at the calculation
date.




As of
January 31, 2009 and 2008, the Company's has no issued and outstanding warrants
or options.




Research
& Development




The
Company’s policy is to expense any research and development costs as they are
incurred. The Company incurred research and development costs of $87,629 and
$56,000 during the years ended January 31, 2009 and 2008,
respectively.




Internally
Developed Software Costs




The
Company develops software that is utilized to meet the Company’s internal needs
and applies Statement of Position 98-1, Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use, and Statement of Financial
Accounting Standards No. 86, Accounting for the Costs of Computer
Software to Be Sold, Leased, or Otherwise Marketed, in determining the
costs to be capitalized as internally developed software costs and the expected
useful life of the software assets.




At
January 31, 2009 and 2008, the Company had unamortized software costs of $92,753
and $106,711.  Developed software costs are being amortized over 5
years using the straight-line method. Amortization expense during the years
ended January 31, 2009 and 2008 was $40,152 and $39,352,
respectively,  During the years ended January 31, 20009 and 2008, the
company capitalized $26,194 and $28,000, respectively, of software costs
incurred in developing and modifying the software.




Concentrations
of Risk




Cash
and Cash Equivalents




The
Company maintains cash balances at financial institutions insured up to $100,000
by the Federal Deposit Insurance Corporation. Balances exceeded these insured
amounts during the year.






F-7




Swap-A-Debt,
Inc.


Notes
to Financial Statements


January
31, 2009 and 2008









Stock
Based Compensation




The
Company recognizes stock-based compensation in accordance with the fair value
recognition provisions of SFAS No. 123(R), “Share-Based Payment.” SFAS
No. 123(R) generally requires share-based payments to employees, including
grants of employee stock options and other equity awards, to be recognized in
the statement of operations based on their fair values. Thus, the Company
records compensation expense for all share-based awards granted, based on the
grant date fair value estimated in accordance with the provisions of SFAS
123(R). The Company adopted SFAS 123(R) using the modified prospective method,
which requires that compensation expense for the portion of awards for which the
requisite service has not yet been rendered and that are outstanding as of the
adoption date be recorded over the remaining service period. Prior to the
adoption of SFAS No. 123(R), the Company had no share-based compensation
arrangements. Accordingly, no prior periods have been restated, the impact of
SFAS 123(R) is not presented, and no pro forma amounts are presented had the
Company recognized stock-based compensation in accordance with SFAS No.
123(R).




Stock-based
compensation expense recognized during the period is based on the value of the
stock-based payment awards that is ultimately expected to vest. SFAS 123(R)
requires forfeitures to be estimated at the time of grant and revised, if
necessary, in subsequent periods if actual forfeitures differ from those
estimates.




Use
of Estimates




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




4. Accrued
Officer Salaries




On April
30, 2008, the Company’s majority shareholder and key officer forgave the accrued
salaries aggregating $431,583 due to him.  Accordingly, the Company
recorded a gain on the debt forgiveness of $431,583 during the year ended
January 31, 2009.




5. Officer
Loan Payable




As of
January 31, 2007, the Company’s sole officer had advanced the Company
$121,024.  During the year ended January 31, 2008, the officer
advanced an additional $29,000.  In January 2008, the Company repaid
the officer loan payable in full.




6. Line
of Credit




On June
13, 2006, the Company was approved for a line of credit agreement with a bank
for $100,000.  The line of credit bears interest at Prime, as defined
in the agreement, with interest payments due monthly.  The line of
credit is personally guaranteed by the Company’s sole officer.  At
January 31, 2009 and 2008, the Company owed $100,000 and $100,000,
respectively.




F-8




Swap-A-Debt,
Inc.


Notes
to Financial Statements


January
31, 2009 and 2008






7. Preferred
Stock Purchase Agreement




In August
2005, the Company entered into a Stock Purchase Agreement with the current
officer whereby the Company would sell 3,750,000 shares of Preferred Stock, Par
$0.01, for cash of $37,500, of which the proceeds would be used to settle
outstanding debts of the Company.  In connection with the agreement,
the former management of the Company resigned and the current officer assumed
management responsibilities of the Company.  In January 2008, the
Company and the officer agreed the Company would issue 37,500,000 shares of
Common Stock, Par $0.001, in lieu of the 3,750,000 Preferred Shares in full
satisfaction of the Company’s obligations under the Stock Purchase
Agreement.




8. Convertible
Notes Payable




Convertible
notes payable consist of the following at January 31, 2009 and
2008:




2009
                                          
                                          
                                          2008Convertible
      note payable to an individual date August 29, 2008,interest
      at 12%, due on or before April 18, 2008, convertibleinto
      shares of common stock at a conversion price equal tothe
      10 day average closing  price multiplied by 0.80
                                          
                                          $
                                          250,000
                                          
                                          
                                          $
                                          -Convertible
      note payable to an individual date January 18, 2008,interest
      at 9%, due on or before April 18, 2008, convertibleinto
      shares of common stock at a conversion price equal tothe
      10 day average closing  price multiplied by 0.50
                                          
                                          
                                          -
                                          
                                          
                                          
                                          300,000Convertible
      note payable to an individual date January 18, 2008,interest
      at 9%, due on or before April 18, 2008, convertibleinto
      shares of common stock at a conversion price equal tothe
      10 day average closing  price multiplied by 0.50
                                          
                                          
                                          -
                                          
                                          
                                          
                                          300,000Convertible
      note payable to an individual date January 18, 2008,with
      no specified interest or due date, convertible into sharesof
      common stock at a conversion price equal to the 10 dayaverage
      closing  price multiplied by 0.50
                                          
                                          
                                          -
                                          
                                          
                                          
                                          530,000Total
                                          
                                          $
                                          250,000
                                          
                                          
                                          $
                                          1,130,000





On August
29, 2008, the Company issued a short-term convertible promissory note for
$250,000.  The note accrues interest at 12% per annum, and all
outstanding principal and accrued interest is due on March 29,
2009.  The note is convertible into common shares of the Company at a
conversion rate equal to 80% of the average closing price of the common stock
ten trading days prior to the conversion notice.





F-9




Swap-A-Debt,
Inc.


Notes
to Financial Statements


January
31, 2009 and 2008









9. Common
Stock Transactions




On
February 26, 2008 the Company effectuated a 1:20 reverse-split. Upon completion
of the reverse split, the Company had 3,187,658 shares issued and outstanding,
after consideration of fractional shares.




On
February 26, 2008, the Company purchased the domain name and business plan of
“Swap-A-Debt, Inc.” in exchange for 22,200,000 post-split shares of restricted
common stock. The purchase was value at $22,200.




On
February 26, 2008, the Company issued 15,000,000 post-split shares of restricted
common stock in consideration of services rendered.  The value of the
services was $15,000.




On April
18, 2008, the Company issued 9,040,000 shares of common stock in full
satisfaction of $1,130,000 in convertible notes payable outstanding (Note
5).





During
the third quarter 2008, the Company issued 72,342 common shares in consideration
for services rendered.  The value of the services was
$7,234.





10. Related
Party Transactions




In
January 2008, the Company issued 37,500,000 shares of common stock to the
Company’s sole officer (Note 6).




On April
30, 2008, the Company’s majority shareholder and key officer forgave the accrued
salaries aggregating $431,583 due to him.  Accordingly, the company
recorded a gain on the debt forgiveness during the quarter ended April 30,
2008.




During
the year ended January 31, 2008, the Company’s sole officer has advanced funds
to the Company as part of an Officer Loan Payable (Note 5).  The
advances were repaid in full during the year ended January 31,
2008.




11. Income
Taxes




The
Company has net operating loss carryforwards that were derived solely from
operating losses for the year ended January 31, 2009 and 2008 in the amounts of
$477,776 and $275,665, respectively.  These amounts can be carried
forward to offset future taxable income for a period of 20 years for each tax
year’s loss.  No provision was made for federal income taxes as the
Company has significant net operating losses.




The
operating losses derive a deferred tax asset of $162,444 and $92,726 at January
31, 2009 and 2008, respectively.  At January 31, 2009 and 2008, the
Company has established a valuation allowance equal to the deferred tax assets
as there is no assurance that the Company will generate future taxable income to
utilize these assets.




12. Contingent
Liabilities





The
Company is subject to litigation, primarily as a result of customer claims, in
the ordinary conduct of its operations.  As of January 31, 2009, the
Company had no knowledge of any legal proceedings, which, by themselves, or in
the aggregate, would not be covered by insurance or could be expected to have a
material adverse effect on the Company.








F-10




Swap-A-Debt,
Inc.


Notes
to Financial Statements


January
31, 2009 and 2008





13. Key
Operating Officer





At
January 31, 2009, the Company had two officers.  This puts the Company
at a high degree of risk if they were no longer able to function in that
capacity.





14. Selected
Quarterly Financial Results (unaudited)





January
      31, 2009First
                  
                  
                  Second
                  
                  
                  Third
                  
                  
                  FourthQuarter
                  
                  
                  Quarter
                  
                  
                  Quarter
                  
                  
                  QuarterRevenues
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Operating
      income (loss)
                  
                  
                  (91,806
                  )
                  
                  
                  (170,297
                  )
                  
                  
                  (217,758
                  )
                  
                  
                  (110,416
                  )Other
      income (loss)
                  
                  
                  430,500
                  
                  
                  
                  (971
                  )
                  
                  
                  (6,435
                  )
                  
                  
                  (8,734
                  )Net
      income (loss)
                  
                  $
                  338,694
                  
                  
                  $
                  (171,268
                  )
                  
                  $
                  (224,193
                  )
                  
                  $
                  (119,150
                  )Net
      loss per common shareBasic
      and diluted
                  
                  $
                  0.011
                  
                  
                  $
                  (0.003
                  )
                  
                  $
                  (0.005
                  )
                  
                  $
                  (0.002
                  )





January
      31, 2008First
                  
                  
                  Second
                  
                  
                  Third
                  
                  
                  FourthQuarter
                  
                  
                  Quarter
                  
                  
                  Quarter
                  
                  
                  QuarterRevenues
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Operating
      income (loss)
                  
                  
                  (55,243
                  )
                  
                  
                  (55,340
                  )
                  
                  
                  (55,340
                  )
                  
                  
                  (98,939
                  )Other
      income (loss)
                  
                  
                  (694
                  )
                  
                  
                  (694
                  )
                  
                  
                  (694
                  )
                  
                  
                  (8,721
                  )Net
      income (loss)
                  
                  $
                  (55,937
                  )
                  
                  $
                  (56,034
                  )
                  
                  $
                  (56,034
                  )
                  
                  $
                  (107,660
                  )Net
      loss per common shareBasic
      and diluted
                  
                  $
                  (0.002
                  )
                  
                  $
                  (0.002
                  )
                  
                  $
                  (0.002
                  )
                  
                  $
                  (0.002
                  )








F-11




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





Our
accountant is PS Stephenson & Co., P.C., independent certified public
accountants. We do not presently intend to change accountants. At no time have
there been any disagreements with such accountants regarding any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure.





ITEM
9A(T).  CONTROLS AND PROCEDURES





Evaluation
of disclosure controls and procedures




Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
Exchange Act of 1934, as amended (Exchange Act), as of January 31, 2009. Based
on this evaluation, our principal executive officer and principal financial
officers have concluded that our disclosure controls and procedures are
effective to ensure that information required to be disclosed by us in the
reports we file or submit under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in the Securities and
Exchange Commission’s rules.





MANAGEMENT’S
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING





The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting for the
Company.  Our internal control system was designed to, in general,
provide reasonable assurance to the Company’s management and board regarding the
preparation and fair presentation of published financial statements, but because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
 
 Our
management assessed the effectiveness of the Company’s internal control over
financial reporting as of January 31, 2009.  The framework used by
management in making that assessment was the criteria set forth in the document
entitled “ Internal Control – Integrated Framework” issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on that assessment,
our management has determined that as of January 31, 2009, the Company’s
internal control over financial reporting was effective for the purposes for
which it is intended.
 
 This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company's registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only management's report
in this annual report.
  Changes
in Internal Control over Financial Reporting
 
 No change
in our system of internal control over financial reporting occurred during the
period covered by this report, fourth quarter of the fiscal year ended January
31, 2009 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.








PART
III





ITEM
10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE





We have
two Directors and Officers as follows:




NAME
                  POSITION
                  AGEMarco
      Garibaldi
                  Chief
      Executive Officer
                  53Edward
      C. Defeudis
                  President,
      Chief Financial Officer,
                    Principal
      Accounting Officer,
                    and
      Chairman of the Board of Directors
                  36





14





The
business background descriptions of the officers and directors:




Edward C.
Defeudis, our Chairman of the Board of Directors and director, holds
office until the next annual meeting of the shareholders of our company, and
until his successor has been qualified after being elected or appointed.
Officers serve at the discretion of the board of directors.  The following
sets forth biographical information regarding the above Officers and
Director.




Marco Garibaldi, Chief
Executive Officer





Mr.
Garibaldi became our CEO since February 26, 2008. He is also serving as Manager
of Situation X, LLC. Mr. Garibaldi has extensive experience as an entrepreneur
and manager overseeing the development and growth of innovative emerging
companies. He is also a computer programmer by trade with over 30 years of
extensive experience in a variety of sectors including computer programming, the
Internet, entertainment and the business advisory industry.





He began
his career at Burroughs and Sperry, which in 1986, became Unisys Corp. and later
founded a think-tank corporation called InterComm, Inc. While at InterComm,
Inc., Mr. Garibaldi was responsible for introducing a host of essential on-line
applications widely used today and familiar to most Internet users.
Specifically, his contributions are credited with the development of the online
shopping cart, the online bookstore and the auction server, each of which
represents a fundamental component of the current Internet commerce environment.
Currently, while seeing the underserved need in the microfinance lending
industry, Mr. Garibaldi has dedicated his extensive technical skills and
creative ingenuity to establishing Swap-A-Debt, an online peer-to-peer lending
community designed to bring lenders and borrowers together to pursue new
opportunities in this largely untapped market space of
micro-lending.





Edward C. DeFeudis,
President, Chief Financial Officer, Principal Accounting Officer and Chairman of
the Board of Directors





Mr.
DeFeudis is our President, Chief Financial Officer, Principal Accounting
Officer and Chairman of our Board of Directors since August 2005 and he is
mainly responsible for all start-up activities from business plan through
execution. He is the Manager of Spider Investments, LLC, as well as the
President of Lion Equity Holding Corp., which provides investment banking
consulting business services, since 1999.  From March 2004 to February
2006, he served as President and Chief Executive Officer of Ringo, Inc. Mr.
DeFeudis also served as Financial Advisor for several financial institutions
such as Paragon Capital, Merrill Lynch, Oppenheimer Securities, and
Euro-Atlantic Securities from 1996 to 1999.




Mr.
DeFeudis graduated from University of New Hampshire in 1995 with a BA degree in
Political Science.





There are
no agreements or understandings for the officer or director to resign at the
request of another person and the above-named officer and director is not acting
on behalf of nor will act at the direction of any other person.





The
director and executive officer have not been involved in: (a) bankruptcy; (b)
criminal proceeding; or (c) any other legal proceeding.





Term of
Office




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




All
officers and directors listed above will remain in office until the next annual
meeting of our stockholders, and until their successors have been duly elected
and qualified. There are no agreements with respect to the election of
Directors. We have not compensated our Directors for service on our Board of
Directors, any committee thereof, or reimbursed for expenses incurred for
attendance at meetings of our Board of Directors and/or any committee of our
Board of Directors. Officers are appointed annually by our Board of Directors
and each Executive Officer serves at the discretion of our Board of Directors.
We do not have any standing committees. Our Board of Directors may in the future
determine to pay Directors’ fees and reimburse Directors for expenses related to
their activities.




None of
our Officers and/or Directors have filed any bankruptcy petition, been convicted
of or been the subject of any criminal proceedings or the subject of any order,
judgment or decree involving the violation of any state or federal securities
laws within the past five (5) years.




Audit
Committee




We do not
have a standing audit committee of the Board of Directors. Management has
determined not to establish an audit committee at present because of our limited
resources and limited operating activities do not warrant the formation of an
audit committee or the expense of doing so. We do not have a financial expert
serving on the Board of Directors or employed as an officer based on
management’s belief that the cost of obtaining the services of a person who
meets the criteria for a financial expert under Item 401(e) of Regulation S-B is
beyond its limited financial resources and the financial skills of such an
expert are simply not required or necessary for us to maintain effective
internal controls and procedures for financial reporting in light of the limited
scope and simplicity of accounting issues raised in its financial statements at
this stage of its development.




15




Involvement in Certain Legal
Proceedings





To our
knowledge, during the past five (5) years, none of our directors, executive
officers, promoters, control persons, or nominees has been:





            the
      subject of any bankruptcy petition filed by or against any business of
      which such person was a general partner or executive officer either at the
      time of the bankruptcy or within two years prior to that
    time;





            convicted
      in a criminal proceeding or is subject to a pending criminal proceeding
      (excluding traffic violations and other minor
  offenses);





            subject
      to any order, judgment, or decree, not subsequently reversed, suspended or
      vacated, of any court of competent jurisdiction, permanently or
      temporarily enjoining, barring, suspending or otherwise limiting his
      involvement in any type of business, securities or banking activities;
      or





            found
      by a court of competent jurisdiction (in a civil action), the Commission
      or the Commodity Futures Trading Commission to have violated a federal or
      state securities or commodities
law.





Compliance With Section
16(A) Of The Exchange Act.




Section
16(a) of the Exchange Act requires the Company’s officers and directors, and
persons who beneficially own more than 10% of a registered class of the
Company’s equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and are required to
furnish copies to the Company. To the best of the Company’s knowledge, any
reports required to be filed were timely filed in fiscal year ended January 31,
2009.




Auditors; Code of Ethics;
Financial Expert





We
currently do not have a code of ethics that applies to our officers, employees
and directors, including our Chief Executive Officer, Chief Financial Officer
and senior executives.




Potential Conflicts of
Interest





We are
not aware of any current or potential conflicts of interest with any of our
executives or directors.








ITEM
11.   EXECUTIVE COMPENSATION





Compensation of Executive
Officers





The
following summary compensation table sets forth all compensation awarded to,
earned by, or paid to the named executive officers paid by us during the fiscal
years ended January 31, 2009 and 2008 in all capacities for the accounts of our
executives, including the Chief Executive Officer (CEO) and Chief Financial
Officer (CFO):





SUMMARY
COMPENSATION TABLE





Name
      and Principal Position
                Year
                
                Salary
                  ($)
                
                
                Bonus
                  ($)
                
                
                Stock
      Awards
                  ($)
                
                Option
      Awards
                  ($)
                
                
                Non-Equity
      Incentive Plan Compensation ($)
                
                
                Non-Qualified
      Deferred Compensation Earnings
                  ($)
                
                
                All
      Other Compensation
                  ($)
                
                
                Totals
                  ($)Marco
      Garibaldi (1)
                  President,
      Chief
                  Executive
      Officer,
                2009
                
                $
                0
                
                
                
                0
                
                
                
                15,000
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                80,000
                
                
                $
                95,0002008
                
                $
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                $
                0Edward
      C. DeFeudis,
                2009
                
                $
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                90,000
                
                
                $
                90,000President,
                  Chief
      Financial Officer,
                2008
                
                $
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                $
                0




16




(1)  Pursuant
to a Purchase Agreement dated February 26, 2008, Situation X, LLC was granted
15,000,000 shares of our common stock in connection with services rendered and
to be rendered by Marco Garibaldi with respect to our business. Mr. Garibaldi is
the beneficial owner of Situation X, LLC. Mr. Garibaldi was also granted $80,000
as consulting fee for his services to Situation X, LLC.




ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT





The
following table sets forth each person known by us to be the beneficial owner of
five percent or more of the Company's Common Stock, all directors individually
and all directors and officers of the Company as a group. Except as noted, each
person has sole voting and investment power with respect to the shares
shown.





Amount
      and Nature
                                      of
      Beneficial OwnershipName
      and Address of Beneficial Owners (1) (2)
                                    
                                    #
      of Shares
                                    
                                    
                                    %
      of Class (7)Edward
      C. DeFeudis
                                      C/O
      1001 BRICKELL BAY DR, SUITE 1804
                                      MIAMI,
      FL 33131 (3)
                                    
                                    
                                    24,675,000
                                    
                                    
                                    
                                    49.84
                                    %Spider
      Investments, LLC
                                      C/O
      1001 BRICKELL BAY DR, SUITE 1804
                                      MIAMI,
      FL 33131 (4)
                                    
                                    
                                    22,200,000
                                    
                                    
                                    
                                    44.84
                                    %Marco
      Garibaldi
                                      9200
      SUNSET BLVD #625
                                      LOS
      ANGELES, CA 90069 (5)
                                    
                                    
                                    15,000,000
                                    
                                    
                                    
                                    30.30
                                    %Situation
      X, LLC
                                      C/O
      MARCO GARIBALDI
                                      9200
      SUNSET BLVD #625
                                      LOS
      ANGELES, CA 90069 (5)
                                    
                                    
                                    15,000,000
                                    
                                    
                                    
                                    30.30
                                    %Robert
      S Pearson
                                      1422
      BURTONWOOD DR
                                      GATONIA,
      NC 28054 (6)
                                    
                                    
                                    4,240,000
                                    
                                    
                                    
                                    8.56
                                    %All
      named executive officers and our sole director as a group
                                      (two
      (2) persons)
                                    
                                    39,675,000
                                    
                                    
                                    
                                    80.15
                                    %




(1)
              Pursuant
      to Rule 13d-3 under the Exchange Act, a person has beneficial ownership of
      any securities as to which such person, directly or indirectly, through
      any contract, arrangement, undertaking, relationship or otherwise has or
      shares voting power and/or investment power or as to which such person has
      the right to acquire such voting and/or investment power within 60
      days.(2)
              Unless
      otherwise stated, each beneficial owner has sole power to vote and dispose
      of the shares.(3)
              The
      number of shares beneficially owned by Mr. DeFeudis includes 1,875,000
      shares of common stock issued on January 2008, 600,000 shares of
      common stock owned by Lion Equity Holding Corp. and 22,200,000 shares
      issued to Spider Investment LLC pursuant to a Purchase
      Agreement.(4)
              On
      February 26, 2008, we acquired all the right, title and interest in
      www.swapadebt.com, a person-to-person lending website, in exchange for the
      issuance of 22,200,000 shares of our common stock to Spider Investments,
      LLC, pursuant to a Purchase Agreement.(5)
              Pursuant
      to a Purchase Agreement, in connection with the services rendered and to
      be rendered by Marco Garibaldi with respect to our business, we issued
      15,000,000 shares of our common stock to Situation X, LLC, a Delaware
      limited liability company.  Marco Garibaldi is the beneficial
      owner of Situation X, LLC.(6)
              On
      August 2004, we issued to Robert Alick a 9% convertible promissory note at
      an amount of $537,500 for the services and monies rendered from January 2,
      2001 to August 1, 2004, executed by Energy Control Systems, Corp. On
      September 2, 2004, Mr. Alick assigned the note to Joe Meuse. On August 15,
      2005, Mr. Meuse assigned it to Erin Reusch. On November 4, 2005, Ms.
      Reusch exercised $7,500 of the note for the issuance of 758,713 shares of
      our common stock and assigned the balance to Robert S. Pearson on January
      15, 2008, which was $530,000. On April 18, 2008, Mr. Pearson exercised the
      note at conversion price of $0.125 per share, and was issued 4,240,000
      shares of our common stock.




17


On
      August 29, 2008, we entered into a 12% convertible promissory note with
      Robert S. Pearson. The maturity date of the contract shall be December 29,
      2008. The conversion price shall be equal to the average closing bid price
      of the common stock (as reported by Bloomberg L.P.) on the Pink Sheets OTC
      market for the 10 trading days prior to the date of the conversion notice
      multiplied by .80, provided that the conversion notice is submitted to our
      company before 6:00 p.m., New York, New York time on such conversion
      date.  However, the conversion price shall not exceed $1.00. The
      shares which shall be issued by us if this convertible note is converted
      into shares of our common stock are not being registered pursuant to this
      Registration Statement and Prospectus.(7)
              Applicable
      percentage of ownership is based on 49,500,000 shares of common stock
      outstanding as of April 14,
2009.





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




We
currently use the offices of management at no cost to us.





ITEM
14.   PRINCIPAL ACCOUNTING FEES AND
SERVICES





(1)
Audit Fees





Audit
Fees




For the
Company’s fiscal year ended January 31, 2009, we were billed approximately
$10,500 for professional services rendered for the audit and review of our
financial statements. That total amount consisted of $10,500 for the auditing
and review of the financial statements for the fiscal year 2008.




Audit Related
Fees
 
 There
were no fees for audit related services for the years ended January 31, 2009 and
2008.
  Tax Fees
  For the
Company’s fiscal years ended January 31, 2009 and 2008, we were not billed for
professional services rendered for tax compliance, tax advice, and tax
planning.




All Other
Fees




The
Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal year ended January 31, 2009.


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.




The
Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal year ended December 31, 2008 and
2007.




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




-approved
by our audit committee; or




-entered
into pursuant to pre-approval policies and procedures established by the audit
committee, provided the policies and procedures are detailed as to the
particular  service,  the  audit committee is
informed of each service, and such policies and procedures do not include
delegation of the audit committee's responsibilities to management.




We do not
have an audit committee.  Our entire board of directors pre-approves
all services provided by our independent auditors. The pre-approval process has
just been implemented in response to the new rules. Therefore, our board of
directors does  not have  records of  what
percentage of the above fees were pre-approved.  However, all of the
above services and fees were reviewed and approved by the entire board of
directors either before or after the respective services were
rendered.




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.






18




PART IV






ITEM  15.
 EXHIBITS LIST AND REPORTS ON FORM 8-K




a)
Documents filed as part of this Annual Report
  1.
Financial Statements
  2.
Financial Statement Schedules
  3.
Exhibits
 
 Exhibit
                                                  
                                                  
                                                  
                                                  FiledIndex
                                                  
                                                  Description of Document
                                                  
                                                  Herewith
                                                  
                                                  Incorporated by Reference To:2.1
                                                  
                                                  Purchase
      Agreement between Swap-A-Debt, Inc. and Spider Investments, LLC, dated
      February 26, 2008.
                                                  
                                                  
                                                  
                                                  Exhibit
      2.1 to the Registrant’s Registration Statement Form S-1 filed on October
      2, 2008.2.2
                                                  
                                                  Agreement
      and Plan of Merger by and among Windsor Capital Corp., WCC Acquisition
      Corp., and Energy Control Technology, Inc., dated March 7,
      2001.
                                                  
                                                  
                                                  
                                                  Exhibit
      2.1 to the Registrant’s Current Report Form 8-K filed on March 22,
      2001.2.3
                                                  
                                                  Agreement
      and Plan of Merger by and among Windsor Capital Corp., Woodfield
      Enterprises, Inc. and Internetional Asset Management Group, Inc., dated
      December 18, 1997.
                                                  
                                                  
                                                  
                                                  Exhibit
      2.1 to the Registrant’s Current Report Form 8-K filed on February 13,
      1998.2.4
                                                  
                                                  Agreement
      and Plan of Merger between Windsor Capital Corp. and Boynton Tobacconists,
      Inc., dated March 7, 2001.
                                                  
                                                  
                                                  
                                                  Exhibit
      2.1 to the Registrant’s Current Report Form 8-K filed on January 14,
      1998.3.1
                                                  
                                                  Articles
      of Incorporation of the Registrant as filed with the Secretary of State of
      Delaware.
                                                  
                                                  
                                                  
                                                  Exhibit
      3.1 to the Registrant’s Registration Statement Form S-1 filed on October
      2, 20083.2
                                                  
                                                  Bylaws
      of the Registrant.
                                                  
                                                  
                                                  
                                                  Exhibit
      3.2 to the Registrant’s Registration Statement Form S-1 filed on October
      2, 2008.4.1
                                                  
                                                  12%
      Convertible Promissory Note between Swap-A-Debt, Inc. and Robert S.
      Pearson, dated August 29, 2008.
                                                  
                                                  
                                                  
                                                  Exhibit
      4.1 to the Registrant’s Registration Statement Form S-1 filed on October
      2, 2008.4.2
                                                  
                                                  9%
      Convertible Promissory Note between Swap-A-Debt, Inc. and Sarah Catherine
      Huempfner, dated January 18, 2008.
                                                  
                                                  
                                                  
                                                  Exhibit
      4.2 to the Registrant’s Registration Statement Form S-1 filed on October
      2, 2008.4.3
                                                  
                                                  9%
      Convertible Promissory Note between Swap-A-Debt, Inc. and Jane Elizabeth
      Pearson, dated January 18, 2008.
                                                  
                                                  
                                                  
                                                  Exhibit
      4.3 to the Registrant’s Registration Statement Form S-1 filed on October
      2, 200810.1
                                                  
                                                  Assignment
      of Convertible Note between Robert Alick and Joe Meuse, dated September 2,
      2004.
                                                  
                                                  
                                                  
                                                  Exhibit
      10.1 to the Registrant’s Registration Statement Form S-1 filed on October
      2, 200810.2
                                                  
                                                  Assignment
      of Convertible Note between Joe Meuse and Erin Reusch, dated August 15,
      2005.
                                                  
                                                  
                                                  
                                                  Exhibit
      10.2 to the Registrant’s Registration Statement Form S-1 filed on October
      2, 200810.3
                                                  
                                                  Assignment
      of Convertible Note between Erin Reusch and Robert S. Pearson, dated
      January 15, 2008.
                                                  
                                                  
                                                  
                                                  Exhibit
      10.3 to the Registrant’s Registration Statement Form S-1 filed on October
      2, 2008.
   19
     10.4
                                          
                                          Letter
      of Issuance of Common Stock between Swap-A-Debt, Inc. and Edward C.
      DeFeudis, dated January 25, 2008.
                                          
                                          
                                          
                                          Exhibit
      10.4 to the Registrant’s Registration Statement Form S-1 filed on October
      2, 2008.10.5
                                          
                                          Agreement
      for the Purchase of Preferred Stock between 5fifth5.com, Inc. and Edward
      C. DeFeudis, dated August 8, 2005.
                                          
                                          
                                          
                                          Exhibit
      10.5 to the Registrant’s Registration Statement Form S-1 filed on October
      2, 2008.10.6
                                          
                                          Sudjam
      Production Specifications Agreement
                                          
                                          
                                          
                                          Exhibit
      10.6 to the Registrant’s Registration Statement Form S-1/A filed on
      February 12, 2009.24
                                          
                                          Power
      of Attorney (included on the signature page).31.1
                                          
                                          Rule 13a-14(a)/ 15d-14(a) Certification of Chief
      Executive Officer
                                          
                                          ü31.2
                                          
                                          Rule
      13a-14(a)/ 15d-14(a) Certification of Chief Financial
    Officer
                                          
                                          ü32.1
                                          
                                          Section 1350 Certification of Chief Executive
      Officer
                                          
                                          ü32.2
                                          
                                          Section 1350 Certification of Chief Financial
      Officer
                                          
                                          ü








20








SIGNATURES





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




SWAP-A-DEBT,
      INC.Date:
      April 15, 2009
                      By:
                      /s/ Edward
      C. DeFeudisEdward
      C. DeFeudis
                        President,
      Chief Financial Officer,
                        Principal
      Accounting Officer
                        and
      Chairman of the Board








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.




Signature
                        
                        Title
                        
                        Date/s/
      Edward C.
      DeFeudis
                        
                        President,
      Chief Financial Officer, Principal Accounting Officer and Chairman of the
      Board
                        
                        April
      15, 2009Edward
      C. DeFeudis/s/
      Marco
      Garibaldi
                        
                        Chief
      Executive Officer
                        
                        April
      15, 2009Marco
      Garibaldi







21