SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-KSB





(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, 2008





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





For the
transition period from ___________ to ___________





Commission
File number 000-51186





51147,
INC.


(Name of
small business issuer in its charter)





DELAWARE(State
      or other jurisdiction ofincorporation
      or organization)
            (IRS
      Employer Identification No.)





520
      S. Snowmass Circle, Superior, Colorado
            80027(Address
      of principal executive offices)
            (Zip
      Code)





(303)
956-5821


(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 $.001
              (Title
      of class)






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 he
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.




Yes
      x
            No
      o





Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act.




Yes
      x
            No
      o





Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of the registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.  o





Revenues
for year ended January 31, 2008: $0





Aggregate
market value of the voting common stock held by non-affiliates of the registrant
as of January 31, 2008, was: $0





Number of
shares of the registrant’s common stock outstanding as of April 30, 2008 was:
23,440,000





Transitional
      Small Business Disclosure Format:
            Yes
      o
            No
      x





TABLE
OF CONTENTS







Page


PART I


ITEM 1.
            DESCRIPTION
      OF BUSINESS
            3


ITEM 2.
            DESCRIPTION
      OF PROPERTY
            5


ITEM 3.
            LEGAL
      PROCEEDINGS
            5


ITEM 4.
            SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
            5


PART
II


ITEM
      5.
            MARKET FOR
      COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
            5


ITEM 6.
            MANAGEMENT'S
      DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
            6


ITEM 7.
            FINANCIAL
      STATEMENTS
            7


ITEM 8.
            CHANGES IN
      AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
            9


ITEM 8A.
            CONTROLS
      AND PROCEDURES
            9


PART
III


ITEM
      9.
            DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE WITH SECTION
      16(A) OF THE EXCHANGE ACT
            10


ITEM
      10.
            EXECUTIVE
      COMPENSATION
            11


ITEM 11.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
    MANAGEMENT
            12


ITEM 12.
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS.
            12


PART
IV


ITEM 14.
            PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
            12




SIGNATURES
              
              
              14


2




PART
I





ITEM
      1.
            DESCRIPTION
      OF BUSINESS





General





51147,
Inc. (the “Company”), was incorporated in the state of Delaware as of February
2, 2005. It was incorporated in order to locate and negotiate with a business
entity for the combination of that target company with The Company. The Company
will leverage the talents of its sole executive and will implement its Plan as a
business partner with an active company in the Services, Manufacturing,
Financial or Public Relations market, i.e. assisting it clients in their IPO and
other types of fund raising activities (the “Affiliated
Partner(s)”).





In doing
so, the Company will not need
to merge into nor will it be required to acquire clients or services in
order to engage in active business. The Company will establish its initial
offices in Hong Kong and/or Shenzhen, China--expand into emerging markets in
Asia.





The
comprehensive scope of the Company’s professional services (the “Plan of
Operations”) will include:





l
            Professional
      strategic analysis and
recommendation;


l
            Professional
      legal or human resources provision;


l
            Professional
      Strategic corporate consulting;


l
            Formulation
      of overall corporate growth or IPO
strategy;


l
            Execution
      of investor relations campaigns;


l
            Formulation
      of media promotion strategy;


l
            Road
      show organization;


l
            Formulation
      of contingency liquidation
solutions;


l
            Preparation
      of corporate promotional materials.





Michael
Zahorik is the sole officer and director, and has an operational background in
the legal, securities, financial and corporate industries. Mr. Zahorik has been
actively consulting in Asia since 1989 and is managing director of Zahorik
Professional Group. Mr. Zahorik has extensive knowledge, contacts and a
professional network in the corporate and financial services industry within
Hong Kong, Mainland China and other emerging markets, including, Macau,
Malaysia, Philippines, Singapore, Thailand and Vietnam (collectively, but not
exclusively, the “Emerging Markets”).




The
financial statements included elsewhere in this prospectus have been prepared in
conformity with generally accepted accounting principles in the United States,
which contemplates continuation as a going concern.  However, we have not
generated any operating revenue, expect to generate operating losses during some
or all of our planned development stages, and have a negative cash flow from
operations, which raises substantial doubt about our ability to continue as a
going concern. In view of these matters, our ability to continue as a going
concern is dependent upon our ability to meet our financial requirements, raise
additional capital, and the success of our future operations.





II.           Plan
of Operations





During
the next thirty six 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:





Stage
1 - Market Research, Corporate Formation, Public Listing and Client Services
(present)





We are
presently in our first stage of the Plan. This phase is estimated to be
completed in the next 3-6 months. During this time, we are establishing our
corporate existence as a publicly held corporation, including preparation and
filing of SB-2 and 15C-211, raising founder capital, and undertaking certain
market research to identify a lack of service or consulting need (the
“Identified Services”) in the Emerging Markets and entering into client
agreements. Travel, legal and accounting expenses have been estimated at
$15,000-20,000 for this Stage.





We expect
to operate at a loss during Stage 1 as there will be no revenues to the Company.
During this stage, office space, equipment, and administrative services has been
provided by ZPG at no direct cost to the Company. No salaried employees have
been engaged, and only certain expenses will be paid by the Company or
reimbursed during Stages 1 and 2. Mr. Zahorik will be the Company’s only
officer, and he will provide the resources (principally, Company shares) to
execute our Plans in this stage. Mr. Zahorik may engage the services of others
trades and professionals in furtherance of the Plan of Operations. The Company
Board has authorized shares of the Company to be issues in lieu of salaried
compensation and advanced Company expenses.




3




Stage
2 - Identification of Service Partner Affiliation (6-12 months)





Simultaneously
with the latter events of Stage 1, we have initiated discussions with numerous
potential service Affiliated Partner(s) participating in the Identified
Services.  In this Stage 2, we intend to enter into affiliation
agreements to provide the Company’s unique services to the clients of the
Affiliated Partner(s) or Company clients.





We expect
to operate at a loss during Stage 2. Mr. Zahorik will utilize substantially
Company shares to fund the merger transaction. During this stage, we will incur
on-going accounting and legal regulatory expenses for quarterly and annual
governmental filings. Travel and legal, accounting and corporate regulatory
expenses are estimated at $20,000-25,000.





Stage
3 – Expansion of Services and Geographic Coverage (12-36 months)




Contingent
on the successful completion of Stages 1 and 2, and a proposed capital raise to
finance Stage 3, we plan to aggressively expand our operation and business. This
phase of development is planned to be completed in 12 to 36 months. Assuming
appropriate financing is available, the Company will then expand its service
offerings and geographic coverage through establishment of new offices,
partnerships, affiliations and/or acquisition of companies offering the
Identified Services within the Emerging Markets (the “Expansion”). We intend to
establish the Identified Services with management capable of executing our Plan
of Operations.





Stage 3
is designed to begin leveraging the existing client’s of the Affiliated
Partner(s) and establishing cash flow and operating profit. In Stage 3, we will
integrate much of the Affiliated Partner(s) infrastructure and operating
synergies in order to expedite and reduce duplicate structure. In doing so, we
will recognize revenue and other attract modest levels of revenue and new
business resulting from the Expansion. Stage 3, travel and legal, accounting and
corporate regulatory expenses have been budgeted at $60,000, and expenses
related to Expansion costs are estimated at $58,000, for a total of
$138,000.





During
Stage 3, office space, equipment, and administrative services and expenses will
principally be provided by the Company from core operations. To the extent
fiscally reasonable, certain travel, legal and accounting expenses will be paid,
or reimbursed from advance. Mr. Zahorik and/or trades or professionals may be
formally engaged in furtherance of the Plan of Operations. Under this
arrangement, Mr. Zahorik may engage the services of others trades and
professionals in furtherance of the Plan of Operations and will seek the Company
Board’s approval to issue Company shares as partial compensation.





The
Company anticipates certain capital requirements related to Expansion. Without
the capital, anticipated Expansion will be delayed or may not take place
significantly and the Company will have to expand through organic growth or
acquisition or other reasonable means. Capital requirements (exclusive of
capital requirements of Target) are estimated to be approximately $ 110,000 and
would be allocated as follows:





Stage
      3 Expansion Capital RequirementsComputing
      &
              Comm.
            
            
            Registration
      Licenses & Permits
            
            
            Office
              Equip.
            
            
            Local
              Consultancy
            
            
            IP
      &
              IntangiblesChina
      (3)
            
            $
            15,000
            
            
            $
            2,500
            
            
            $
            2,500
            
            
            $
            2,500
            
            
            $
            10,500Singapore
      (1)
            
            
            10,000
            
            
            
            2,500
            
            
            
            2,500
            
            
            
            2,500
            
            
            
            7,500Vietnam
      (1)
            
            
            7,500
            
            
            
            2,500
            
            
            
            2,500
            
            
            
            2,500
            
            
            
            5,000Thailand
      (1)
            
            
            7,500
            
            
            
            1,500
            
            
            
            2,500
            
            
            
            1,500
            
            
            
            2,500Malaysia
      (1)
            
            
            7,500
            
            
            
            1,500
            
            
            
            2,500
            
            
            
            1,500
            
            
            
            2,500Philippines
      (1)
            
            
            7,500
            
            
            
            1,500
            
            
            
            2,500
            
            
            
            1,500
            
            
            
            2,500Total
            
            $
            50,000
            
            
            $
            12,000
            
            
            $
            15
      ,000
            
            
            $
            12,000
            
            
            $
            30,500







4




Employees





We have
no full time employees. Our president has agreed to allocate a portion of his
time to the activities of the Company, without compensation. The president
anticipates that our business plan can be implemented by his devoting no more
than 10 hours per month to the business affairs of the Company and,
consequently, conflicts of interest may arise with respect to the limited time
commitment by such officer.





ITEM
      2.
            DESCRIPTION
      OF PROPERTY





Our
business office is located at 520 S. Snowmass Circle, Superior, Colorado
80027





ITEM
      3.
            LEGAL
      PROCEEDINGS





We are
not presently parties to any litigation, nor to our knowledge and belief is any
litigation threatened or contemplated.





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





None.





PART
II





ITEM
      5.
            MARKET
      FOR COMMON EQUITY AND RELATED STOCKHOLDER
  MATTERS





No Public Market for Common
Stock





There is
no trading market for our Common Stock at present and there has been no trading
market to date. There is no assurance that a trading market will ever develop
or, if such a market does develop, that it will continue.





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





Holders





There are
45 shareholders of our Common Stock. The issued and outstanding shares of our
Common Stock were issued in accordance with the exemptions from registration
afforded by Section 4(2) of the Securities Act of 1933.





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.




5




Recent Sales of Unregistered
Securities





On
February 2, 2005, we issued 100,000 shares to Scott Raleigh for services
rendered as our founder. Such shares were issued in reliance on an exemption
from registration under Section 4(2) of the Securities Act of 1933. These shares
of our common stock qualified for exemption under Section 4(2) of the Securities
Act of 1933 since the issuance shares by us did not involve a public offering.
The offering was not a “public offering” as defined in Section 4(2) due to the
insubstantial number of persons involved in the deal, size of the offering, and
manner of the offering and number of shares offered. We did not undertake an
offering in which we sold a high number of shares to a high number of investors.
In addition, Scott Raleigh had the necessary investment intent as required by
Section 4(2) since he agreed to and received a share certificate bearing a
legend stating that such shares are restricted pursuant to Rule 144 of the 1933
Securities Act. This restriction ensures that these shares would not be
immediately redistributed into the market and therefore not be part of a “public
offering.” Based on an analysis of the above factors, we have met the
requirements to qualify for exemption under Section 4(2) of the Securities Act
of 1933 for this transaction.





On
November 7, 2006, Scott Raleigh transferred an aggregate of 100,000 shares to
Michael A. Zahorik pursuant to a stock purchase agreement and pursuant to an
exemption from registration under Section 4(2) of the Securities Act of
1933.





On June
30, 2007, the Company issued 275,000 shares at $0.01 per share to its President
in acceptance of travel and administrative expenses paid on behalf of the
Company.





On August
15, 2007, the Company issued 1,250,000 shares at $0.01 per share to its
President in acceptance of travel and administrative expenses paid on behalf of
the Company.





Equity Compensation Plan
Information





The
following table sets forth certain information as of January 31, 2008, with
respect to compensation plans under which our equity securities are authorized
for issuance:





(a)
            
            (b)
            
            (c)Number
      of securities to be issued upon exercise of outstanding options, warrants
      and rights
            
            Weighted-average
      exercise price of outstanding options, warrants and rights
            
            Number
      of securities remaining available for future issuance under equity
      compensation plans (excluding securities reflected in column
      (a))Equity
      compensation
            NonePlans
      approved bySecurity
      holdersEquity
      compensation
            NonePlans
      not approvedBy
      security holdersTotal





ITEM
      6.
            MANAGEMENT'S
      DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS





Plan of
Operation





The
Registrant is continuing its efforts to locate a merger Candidate for the
purpose of a merger. It is possible that the registrant will be successful in
locating such a merger candidate and closing such merger. However, if the
registrant cannot effect a non-cash acquisition, the registrant may have to
raise funds from a private offering of its securities under Rule 506 of
Regulation D. There is no assurance the registrant would obtain any such equity
funding.




6




Results of
Operation





The
Company did not have any operating income from inception (February 2, 2005)
through January 31, 2008.  For the year ended January 31, 2008, the
registrant recognized a net loss of $204,937.  Some general and
administrative expenses from inception were accrued. Expenses from inception
were comprised of costs mainly associated with legal, accounting and
office.





Liquidity and Capital
Resources





At
January 31, 2008 the Company had some capital resources and will rely upon the
issuance of common stock and additional capital contributions from shareholders
to fund administrative expenses pending acquisition of an operating
company.





Management
anticipates seeking out a target company through solicitation. Such solicitation
may include newspaper or magazine advertisements, mailings and other
distributions to law firms, accounting firms, investment bankers, financial
advisors and similar persons, the use of one or more World Wide Web sites and
similar methods. No estimate can be made as to the number of persons who will be
contacted or solicited. Management may engage in such solicitation directly or
may employ one or more other entities to conduct or assist in such solicitation.
Management and its affiliates will pay referral fees to consultants and others
who refer target businesses for mergers into public companies in which
management and its affiliates have an interest. Payments are made if a business
combination occurs, and may consist of cash or a portion of the stock in the
Company retained by management and its affiliates, or both.





Michael
A. Zahorik will supervise the search for target companies as potential
candidates for a business combination. Michael A. Zahorik will pay as his own
expenses any costs he incurs in supervising the search for a target company.
Michael A. Zahorik may enter into agreements with other consultants to assist in
locating a target company and may share stock received by it or cash resulting
from the sale of its securities with such other consultants. Michael A. Zahorik
controls us and therefore has the authority to enter into any agreement binding
us. Michael A. Zahorik as our sole officer, director and only shareholder can
authorize any such agreement binding us.





ITEM
      7.
            FINANCIAL
      STATEMENTS






7


51147,
INC.
 (A
DEVELOPMENT STAGE COMPANY)
 FINANCIAL
STATEMENTS
        AS
OF JANUARY 31, 2008
 
 
 
 
 51147,
INC.
 (a
development stage company)
 Financial
Statements Table of Contents
 
 
 
  FINANCIAL
      STATEMENTS
                  Page
    #Balance
      Sheet
                  F-3Statement of
      Operations and Retained Deficit
                  F-4Statement of
      Stockholders Equity
                  F-5Cash Flow
      Statement
                  F-6Notes to the
      Financial Statements
                  F-7
  
 F-1
 
 
 
 
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
 
 
 
 To The
Board of Directors
 51147,
INC.
 
 
 
 We have
audited the accompanying balance sheet of 51147, INC. (a development stage
company), as of January 31, 2008, and the related statement of operations,
equity and cash flows from inception (February 2, 2005) through January 31,
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 audit.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audit provides a reasonable basis
for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of 51147, Inc., as of January 31,
2008, and the results of its operations and its cash flows from inception
(February 2, 2005) through January 31, 2008 in conformity with U.S. generally
accepted accounting principles.
 
 
 
 
 
 Gately
& Associates, LLC
 Altamonte
Springs, FL
 March 12,
2008
  F-2
 51147,
Inc.
 (a
development stage company)
 BALANCE
SHEET
 As
of January 31, 2008 and January 31, 2007
  ASSETSCURRENT
      ASSETS
                
                
                1/31/2008
                
                
                1/31/2007Cash
                
                
                $
                43,163
                
                
                $
                -Total
      Current Assets
                
                
                43,163
                
                
                
                -TOTAL
      ASSETS
                
                $
                43,163
                
                
                $
                -LIABILITIES AND
      STOCKHOLDER'S EQUITYCURRENT
      LIABILITIESAccrued
      Expenses
                
                $
                6,625
                
                
                $
                4,125Total
      Current Liabilities
                
                
                6,625
                
                
                
                4,125TOTAL
      LIABILITIES
                
                
                6,625
                
                
                
                4,125STOCKHOLDER'S
      EQUITYCommon
      Stock - Par value $0.001;Authorized:
      100,000,000Issued
      and Outstanding: 23,445,000 and 1,625,000
                
                
                23,445
                
                
                
                1,625Additional
      Paid-In Capital
                
                
                237,505
                
                
                
                13,725Accumulated
      Deficit
                
                
                (224,412
                )
                
                
                (19,475
                )Total
      Stockholder's Equity
                
                
                36,538
                
                
                
                (4,125
                )TOTAL
      LIABILITIES AND EQUITY
                
                $
                43,163
                
                
                $
                -
   The
accompanying notes are an integral part of these financial
statements.
    F-3
  51147,
Inc.
 (a
development stage company)
  STATEMENT
OF OPERATIONS
 For
the twelve months ending January 31, 2008 and 2007, and
 from
inception (February 2, 2005) through January 31, 2008
 12
      MONTHS
                  
                  
                  12
      MONTHSENDING
                  
                  
                  ENDING
                  
                  
                  FROM1/31/2008
                  
                  
                  1/31/2007
                  
                  
                  INCEPTIONREVENUE
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -COST OF
      SERVICES
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -GROSS PROFIT OR
      (LOSS)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -GENERAL AND
      ADMINISTRATIVE EXPENSES
                  
                  
                  204,937
                  
                  
                  
                  17,250
                  
                  
                  
                  224,412NET INCOME
      (LOSS)
                  
                  
                  (204,937
                  )
                  
                  
                  (17,250
                  )
                  
                  
                  (224,412
                  )ACCUMULATED DEFICIT,
      BEGINNING BALANCE
                  
                  
                  (19,475
                  )
                  
                  
                  (2,225
                  )
                  
                  
                  -ACCUMULATED DEFICIT,
      ENDING BALANCE
                  
                  $
                  (224,412
                  )
                  
                  $
                  (19,475
                  )
                  
                  $
                  (224,412
                  )Earnings (loss) per
      share
                  
                  $
                  (0.03
                  )
                  
                  $
                  (0.02
                  )Weighted average
      number of common shares
                  
                  
                  6,973,219
                  
                  
                  
                  818,151
   The
accompanying notes are an integral part of these financial
statements.
   F-4
  51147,
Inc.
 (a
development stage company)
 STATEMENT
OF STOCKHOLDERS' EQUITY
 From
inception (February 2, 2005) through January 31, 2008
 COMMON
                  
                  
                  PAID
                  
                  
                  ACCUM.
                  
                  
                  TOTALSHARES
                  
                  
                  STOCK
                  
                  
                  IN
      CAPITAL
                  
                  
                  DEFICIT
                  
                  
                  EQUITYStock
      Issued on acceptanceof
      incorporation expensesFebruary
      2, 2005
                  
                  
                  100,000
                  
                  
                  $
                  100
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  100Net
      Loss
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (2,225
                  )
                  
                  
                  (2,225
                  )Total,
      January 31, 2006
                  
                  
                  100,000
                  
                  
                  
                  100
                  
                  
                  
                  -
                  
                  
                  
                  (2,225
                  )
                  
                  
                  (2,125
                  )Stock
      Issued on acceptance
                  
                  
                  275,000
                  
                  
                  
                  275
                  
                  
                  
                  2,475
                  
                  
                  
                  -
                  
                  
                  
                  2,750of
      expenses paidJuly
      30, 2006Stock
      Issued on acceptance
                  
                  
                  1,250,000
                  
                  
                  
                  1,250
                  
                  
                  
                  11,250
                  
                  
                  
                  -
                  
                  
                  
                  12,500of
      expenses paidAugust
      15, 2006Net
      Loss
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (17,250
                  )
                  
                  
                  (17,250
                  )Total,
      January 31, 2007
                  
                  
                  1,625,000
                  
                  
                  $
                  1,625
                  
                  
                  $
                  13,725
                  
                  
                  $
                  (19,475
                  )
                  
                  $
                  (4,125
                  )Capital
      Contributed
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  100
                  
                  
                  
                  -
                  
                  
                  
                  100Stock
      issued as compensationon
      November 1, 2007 at $0.001per
      share
                  
                  
                  20,000,000
                  
                  
                  
                  20,000
                  
                  
                  
                  180,000
                  
                  
                  
                  -
                  
                  
                  
                  200,000Stock
      issued for cash onNovember
      13, 2007 at $0.025 pershare
      on private placement
                  
                  
                  1,000,000
                  
                  
                  
                  1,000
                  
                  
                  
                  24,000
                  
                  
                  
                  -
                  
                  
                  
                  25,000Stock
      issued for cash onNovember
      23, 2007 at $0.025 pershare
      on private placement
                  
                  
                  600,000
                  
                  
                  
                  600
                  
                  
                  
                  14,400
                  
                  
                  
                  -
                  
                  
                  
                  15,000Stock
      issued for cash onNovember
      29, 2007 at $0.025 pershare
      on private placement
                  
                  
                  180,000
                  
                  
                  
                  180
                  
                  
                  
                  4,320
                  
                  
                  
                  -
                  
                  
                  
                  4,500Stock
      issued for cash onJanuary
      22, 2008 at $0.025 pershare
      on private placement
                  
                  
                  40,000
                  
                  
                  
                  40
                  
                  
                  
                  960
                  
                  
                  
                  -
                  
                  
                  
                  1,000Net
      Loss
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (204,937
                  )
                  
                  
                  (204,937
                  )Total,
      January 31, 2008
                  
                  
                  23,445,000
                  
                  
                  $
                  23,445
                  
                  
                  $
                  237,505
                  
                  
                  $
                  (224,412
                  )
                  
                  $
                  36,538
  The
accompanying notes are an integral part of these financial
statements.
   F-5
  51147,
Inc.
 (a
development stage company)
 STATEMENTS
OF CASH FLOWS
 For
the twelve months ending January 31, 2008 and 2007, and
 from
inception (February 2, 2005) through January 31, 2008
 12
      MONTHS
                    
                    
                    12
      MONTHSENDING
                    
                    
                    ENDING
                    
                    
                    FROMCASH FLOWS FROM
      OPERATING ACTIVITIES
                    
                    1/31/2008
                    
                    
                    1/31/2007
                    
                    
                    INCEPTIONNet
      income (loss)
                    
                    $
                    (204,937
                    )
                    
                    $
                    (17,250
                    )
                    
                    $
                    (224,412
                    )Stock
      issued as compensation
                    
                    
                    200,000
                    
                    
                    
                    15,250
                    
                    
                    
                    215,350Increase
      (Decrease) in Accrued Expenses
                    
                    
                    2,500
                    
                    
                    
                    2,000
                    
                    
                    
                    6,625Total
      adjustments to net income
                    
                    
                    202,500
                    
                    
                    
                    17,250
                    
                    
                    
                    221,975Net
      cash provided by (used in) operating activities
                    
                    
                    (2,437
                    )
                    
                    
                    -
                    
                    
                    
                    (2,437
                    )CASH FLOWS FROM
      INVESTING ACTIVITIESNone
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Net
      cash flows provided by (used in) investing
    activities
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -CASH FLOWS FROM
      FINANCING ACTIVITIESProceeds
      from capital contributions
                    
                    
                    100
                    
                    
                    
                    
                    
                    
                    
                    100Proceeds
      from stock issuance
                    
                    
                    45,500
                    
                    
                    
                    -
                    
                    
                    
                    45,500Net
      cash flows provided by (used in) financing
    activities
                    
                    
                    45,600
                    
                    
                    
                    -
                    
                    
                    
                    45,600CASH
      RECONCILIATIONNet
      increase (decrease) in cash
                    
                    
                    43,163
                    
                    
                    
                    -
                    
                    
                    
                    43,163Cash
      - beginning balance
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -CASH BALANCE - END OF
      PERIOD
                    
                    $
                    43,163
                    
                    
                    $
                    -
                    
                    
                    $
                    43,163
   The
accompanying notes are an integral part of these financial
statements.
     F-6
   51147,
Inc.
 (a
development stage company)
 NOTES
TO FINANCIAL STATEMENTS
 
 1.   Summary of significant accounting
policies:
  
 Industry:
  51147,
Inc. (the Company), a Company incorporated in the state of Delaware
as of February 2, 2005 plans to locate and negotiate with a business entity
for the combination of that target company with The Company. The combination
will normally take the form of a merger, stock-for-stock exchange or stock-
for-assets exchange. In most instances the target company will wish to structure
the business combination to be within the definition of a tax-free reorganization
under Section 351 or Section 368 of the Internal Revenue Code of 1986, as
amended. No assurances can be given that The Company will be successful in
locating or negotiating with any target company.
 
 The
Company has been formed to provide a method for a foreign or domestic private
company to become a reporting ("public") company whose securities are qualified
for trading in the United States secondary market.
 
 The
Company has adopted its fiscal year end to be January 31.
 
 Results of Operations and Ongoing
Entity:
  The
Company is considered to be an ongoing entity for accounting purposes; however, there is
substantial doubt as to the Company’s ability to continue as a going concern.
The Company's shareholders fund any shortfalls in The Company's cash flow on a day
to day basis during the time period that The Company is in the development stage.
 
 Liquidity
and Capital Resources:
  In
addition to the stockholder funding capital shortfalls; The Company anticipates
interested investors that intend to fund the Company's
growth once a business is located.
 
 Cash and Cash
Equivalents:
 
 The
Company considers cash on hand and amounts on deposit with financial institutions
which have original maturities of three months or less to be cash and cash
equivalents.
 
 Basis of Accounting:
 
 The
Company's financial statements are prepared in accordance with U.S. generally accepted
accounting principles.
   
 F-7
 
 
 Income
Taxes:
  The
Company utilizes the asset and liability method to measure and record deferred
income tax assets and  liabilities. Deferred tax assets and liabilities
reflect the future income tax effects of temporary differences between
the financial statement carrying amounts of existing assets and liabilities
and their respective tax bases and are measured using enacted tax rates
that apply to taxable income in the years in which those temporary differences
are expected to be recovered or settled. Deferred tax assets are reduced
by a valuation allowance when in the opinion of management, it is more likely
than not that some portion or all of the deferred tax assets will not be realized.
At this time, The Company has set up an allowance for deferred taxes as there
is no company history to indicate the usage of deferred tax assets and liabilities.
 
 Fair
Value of Financial Instruments:
 
 The
Company's financial instruments may include cash and cash equivalents, short-term
investments, accounts receivable, accounts payable and liabilities to banks
and shareholders. The carrying amount of long-term debt to banks approximates
fair value based on interest rates that are currently available to The
Company for issuance of debt with similar terms and remaining maturities. The
carrying amounts of other financial instruments approximate their fair value
because of short-term maturities.
 
 Concentrations
of Credit Risk:
 
 Financial
instruments which potentially expose The Company to concentrations of credit
risk consist principally of operating demand deposit accounts. The Company's
policy is to place its operating demand deposit accounts with high credit
quality financial institutions. At this time The Company has no deposits that are
at risk.
 
 2.   Related Party Transactions and Going
Concern:
 
 
 The
Company's financial statements have been presented on the basis that it is a going
concern in the development stage, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business. At this time
The Company has not identified the business that it wishes to engage in.
 
 The
Company's shareholders fund The Company's activities while The Company takes steps to
locate and negotiate with a business entity for combination; however, there can
be no assurance these activities will be successful.
 
 On June
30, 2006, the Company issued 275,000 shares at $0.01 per share to its President
in acceptance of travel and administrative expenses paid on behalf of the
Company. (note 8)
 
 On August
15, 2006, the Company issued 1,250,000 shares at $0.01 per share to its President
in acceptance of travel and administrative expenses paid on behalf of the
Company. (note 8)
 
 On
November 1, 2007, the Company issued 3,000,000 shares of common stock as
compensation to an officer of the Company for a value of $30,000 or $0.01 per
share. (note 8)
 
 On
November 1, 2007, the Company issued 700,000 shares at $0.01 per share to
related party in acceptance of third party contract services. (note
8)
   F-8
 
 
 3.   Accounts Receivable and Customer
Deposits:
  
 Accounts
receivable and Customer deposits do not exist at this time and therefore
have no allowances accounted for or disclosures made.
 
 4.   Use of Estimates:
 
 Management
uses estimates and assumptions in preparing these financial statements
in accordance with generally accepted accounting principles. Those estimates
and assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenue and
expenses. Management has no reason to make estimates at this time.
 
 5.   Revenue and Cost
Recognition:
 
 The
Company uses the accrual basis of accounting in accordance with generally accepted
accounting principles for financial statement reporting.
 
 6.  Accrued
Expenses:
 
 Accrued
expenses consist of accrued legal, accounting and office costs during this
stage of the business.
  7.   Operating Lease
Agreements:
 
 The
Company has no agreements at this time.
 
 8.   Stockholder's Equity:
 
 Preferred
stock includes 50,000,000 shares authorized at a par value of $0.001, of which
none are issued or outstanding.
 
 On
February 2, 2005, common stock includes 100,000,000 shares authorized at a par
value of $0.001, of which 100,000 have been issued for the amount of $100 in
acceptance of the incorporation expenses for the Company.
 
 On July
30, 2006, the Company issued 275,000 shares of common stock at $0.01 for a value
of $2,750.  The shares were issued to a related party in acceptance of
expenses paid on behalf of the Company. (note 2)
 
 On August
15, 2006, the Company issued 1,250,000 shares of common stock at $0.01 for a
value of $12,500.  The shares were issued to a related party in
acceptance of expenses paid on behalf of the Company. (note 2)
   F-9
   On
November 1, 2007, the Company issued 3,700,000 shares of common stock at $0.01
for a value of $37,000. The shares were issued to related parties for
compensation or third party contract services. (note 2)
 
 On
November 1, 2007, the Company issued 16,300,000 shares of common stock at $0.01
for a value of $163,000. The shares were issued for compensation and third party
contract services.
 
 On
November 13, 2007, the Company undertook a Section 4(2) registration under the
Securities Act of 1933 to raise $25,000 in the issuance of 1,000,000 shares of
common stock at $0.025 per share.  The Company’s management considers
this offering to be exempt under the Securities Act of 1933.
 
 On
November 23, 2007, the Company undertook a Section 4(2) registration under the
Securities Act of 1933 to raise $14,500 in the issuance of 600,000 shares of
common stock at $0.025 per share.  The Company’s management considers
this offering to be exempt under the Securities Act of 1933.
 
 On
November 29, 2007, the Company undertook a Section 4(2) registration under the
Securities Act of 1933 to raise $4,500 in the issuance of 180,000 shares of
common stock at $0.025 per share.  The Company’s management considers
this offering to be exempt under the Securities Act of 1933.
 
 On
January 22, 2007, the Company undertook a Section 4(2) registration under the
Securities Act of 1933 to raise $1,000 in the issuance of 40,000 shares of
common stock at $0.025 per share.  The Company’s management considers
this offering to be exempt under the Securities Act of 1933.
 
 
 9.   Required Cash Flow Disclosure for Interest
and Taxes Paid:
 
 The
company has paid no amounts for federal income taxes and interest. The Company
issued 4,625,000 common shares of stock to its sole officer in acceptance
of the expenses paid on behalf of the Company.
 
 10.  Earnings Per Share:
  Basic
earnings per share ("EPS") is computed by dividing earnings available to common
shareholders by the weighted-average number of common shares outstanding for the
period as required by the Financial Accounting Standards Board (FASB) under
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per Shares".
Diluted EPS reflects the potential dilution of securities that could share in
the earnings.
 
 11. INCOME TAXES:
  The
Company has a net operating loss carryforward of $224,412 that will expire 20
years after the years generated.  The loss generated for the year
2005, 2006 and 2007 was $2,225, $17,250 and $204,937, respectively.
 
 The
Company has available net operating loss carry-forwards for financial statement
and federal income tax purposes. These loss carry-forwards expire if not used
within 20 years from the year generated. The Company's management has decided a
valuation allowance is necessary to reduce any tax benefits because the
available benefits are more likely than not to expire before they can be
used.
   F-10
  
 The
Company's management determines if a valuation allowance is necessary to reduce
any tax benefits when the available benefits are more likely than not to expire
before they can be used.  The tax based net operating losses create
tax benefits in the amount of $44,883 from inception through January 31,
2008.
 
 Deferred
income taxes reflect the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial statement purposes and
the amounts used for income tax purposes. Significant components of the
Company's deferred tax liabilities and assets as of January 31, 2008 are as
follows:
  Deferred tax
      assets:Federal net
      operating loss
                  
                  $
                  33,662State net
      operating loss
                  
                  
                  11,221Total Deferred
      Tax Asset
                  
                  
                  44,883Less valuation
      allowance
                  
                  
                  (44,883
                  )0
 
 
 The
reconciliation of the effective income tax rate to the federal statutory rate is
as follows:
 
  Federal income
      tax rate
                  
                  
                  15.0
                  %State tax, net
      of federal benefit
                  
                  
                  5.0
                  %Increase in
      valuation allowance
                  
                  
                  (20.0
                  %)Effective
      income tax rate
                  
                  
                  0.0
                  %
  
 F-11
  
 
 Item
2. Management's Discussion and Analysis of Financial Conditions and Results of
Operations
  
 Plan
of Operation
  The
Registrant is continuing its efforts to locate a merger Candidate for the purpose
of a merger. It is possible that the registrant will be successful in locating
such a merger candidate and closing such merger. However, if the registrant
cannot effect a non-cash acquisition, the registrant may have to raise
funds from a private offering of its securities under Rule 506 of Regulation
D. There is no assurance the registrant would obtain any such equity funding.
 
 Results
of Operation
  The
Company did not have any operating income from inception through
January 31, 2008. For the year ended January 31, 2008, the registrant
recognized a net loss of $204,937. Some general and administrative expenses
during the year were accrued. Expenses for the year were comprised
of costs mainly associated with legal, accounting, and office.
  
 Liquidity
and Capital Resources
  At
January 31, 2008, the Company had some capital resources, but will rely upon the
issuance of common stock and additional capital contributions from shareholders
to fund administrative expenses pending acquisition of an operating company.
 
 Item
3. Controls and Procedures
  (a)  Evaluation
of disclosure controls and procedures.
 
 Our Chief
Executive Officer and Chief Financial Officer (collectively the "Certifying
Officers") maintain a system of disclosure controls and procedures that is
designed to provide reasonable assurance that information, which is required
to be disclosed, is accumulated and communicated to management timely. Under the
supervision and with the participation of management, the Certifying Officers
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)] under the
Exchange Act) within 90 days prior to the filing date of this report. Based
upon that evaluation, the Certifying Officers concluded that our disclosure
controls and procedures are effective in timely alerting them to material
information relative to our company required to be disclosed in our periodic
filings with the SEC.
 
 (b)  Changes
in internal controls.
 
 Our
Certifying Officer has indicated that there were no significant changes in our
internal controls or other factors that could significantly affect such controls
subsequent to the date of his evaluation, and there were no such control
actions with regard to significant deficiencies and material
weaknesses.


8





ITEM
      8.
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE





Our
accountant, Gately & Associates, LLC, is an independent certified public
accountant. 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
      8A.
            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,
2008.  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 and forms and that our disclosure and
controls are designed to ensure that information required to be disclosed by us
in the reports that we file or submit under the Exchange Act is accumulated and
communicated to our management, including our principal executive and principal
financial officers, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.





Changes in internal
controls





We have
not made any changes to our internal controls subsequent to the Evaluation Date.
We have not identified any deficiencies or material weaknesses or other factors
that could significantly affect these controls, and therefore, no corrective
action was taken.




9




PART
III





ITEM
      9.
            DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE WITH SECTION
      16(A) OF THE EXCHANGE ACT





The
directors and executive officers of the Company are:





Name
            Age
            Position
            Date AppointedMichael
      A. Zahorik
            
            President,
              Chief
      Executive Officer,
              Chief
      Financial Officer,
              Director
            November
      7, 2005





Set forth
below is a brief description of the background and business experience of our
executive officers and directors for the past five years. Below is a brief
biography of our sole officer and director:





MICHAEL A. ZAHORIK was
appointed as the Company’s President, Chief Executive Officer, Chief Financial
officer and a member of the Board of Directors as of November 7, 2005. Michael
Zahorik is also president of Zahorik Professional Group (“ZPG”), which is a
consulting group of financial and legal professionals. Mr. Zahorik has extensive
experience in the areas of securities, corporate and business litigation and
transactions and has advised management and boards of directors through numerous
successful public and private transactions.





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.





Certain Legal
Proceedings




No
director, nominee for director, or executive officer of the Company has appeared
as a party in any legal proceeding material to an evaluation of his ability or
integrity during the past five years.




10




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,
2008.





Code of
Ethics





The
company has adopted a Code of Ethics applicable to its Chief Executive Officer
and Chief Financial Officer. This Code of Ethics is filed herewith as an
exhibit.





Item
9A.      Controls and
Procedures




Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer (“CEO”) and Chief
Accounting Officer (“CAO”) (the Company’s principal financial and accounting
officer), of the effectiveness of the Company’s disclosure controls and
procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the
end of the period covered by this report. Based upon that evaluation, the
Company’s CEO and CAO concluded that the Company’s disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that the Company files or submits under the Exchange
Act, is recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to the Company’s management, including the Company’s CEO and
CAO, as appropriate, to allow timely decisions regarding required
disclosure.








Management’s Report on
Internal Controls over Financial Reporting





Internal
control over financial reporting is a process to provide reasonable assurance
regarding the reliability of consolidated financial reporting and the
preparation of financial statements for external purposes in accordance with
U.S. generally accepted accounting principles.  There has been no change in
the Company’s internal control over financial reporting during the year ended
December 31, 2007 that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial
reporting.




The
Company’s management, including the Company’s CEO and CAO, does not expect that
the Company’s disclosure controls and procedures or the Company’s internal
controls will prevent all errors and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design
of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no evaluation of the
controls can provide absolute assurance that all control issues and instances of
fraud, if any, within the Company have been detected.





Management
conducted an evaluation of the effectiveness of our internal control over
financial reporting based on the framework in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on this evaluation, management concluded that the
company’s internal control over financial reporting was effective as of January
31, 2008.








ITEM
      10.
            EXECUTIVE
      COMPENSATION





Compensation of Executive
Officers





Our
officers and directors do not receive any compensation for services rendered to
us, have not received such compensation in the past, and are not accruing any
compensation pursuant to any agreement with us. However, our officers and
directors anticipate receiving benefits as beneficial shareholders of us and,
possibly, in other ways.





Compensation of
Directors





Directors
are permitted to receive fixed fees and other compensation for their services as
directors. The Board of Directors has the authority to fix the compensation of
directors. No amounts have been paid to, or accrued to, directors in such
capacity.




11




Employment
Agreements





We do not
have any employment agreements in place with our sole officer and
director.





ITEM
      11.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
  MANAGEMENT





The
following table sets forth the number and percentage of shares of our common
stock owned as of April 30, 2008 by all persons (i) known to us who own more
than 5% of the outstanding number of such shares, (ii) by all of our directors,
and (iii) by all officers and directors of us as a group.  Unless
otherwise indicated, each of the stockholders has sole voting and investment
power with respect to the shares beneficially owned.





Name of Beneficial Owner
            
            Amount and Nature
              of Beneficial Ownership
            
            
            Percentage of ClassMichael
      A. Zahorik  (1)
            
            
            4,370,000
            
            
            
            18.21
            %China
      Aim Enterprises Ltd
            
            
            6,000,000
            
            
            
            25.17
            %Falcon
      Investment Holdings Ltd
            
            
            4,040,000
            
            
            
            17.06
            %





ITEM
      12.
            CERTAIN
      RELATIONSHIPS AND RELATED
TRANSACTIONS.





We
currently use the offices of management at no cost to us. Management has agreed
to continue this arrangement until we complete an acquisition or
merger.






PART
IV





ITEM
13.                      EXHIBITS





Method of Filing
            Exhibit Number
            Exhibit TitleIncorporated
      by reference to Exhibit 2.1 to Amendment to Form 8k filed on November 15,
      2006 (File No. 000-51190)
            2.1
            Stock
      Purchase Agreement dated February 3, 2006 between Scott Raleigh and
      Michael A. ZahorikIncorporated
      by reference to Exhibit 3.1 to Form 10SB filed on March 8, 2005 (File No.
      000-51190)
            3.1
            Certificate
      of Incorporation of 51147, Inc.Incorporated
      by reference to Exhibit 3.1 to Form 10SB filed on March 8, 2005 (File No.
      000-51190)
            3.2
            By-Laws14
            Code
      of Ethics31.1
            Certification
      of Michael A. Zahorik pursuant to 18 U.S.C. Section 1350 as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002.32.1
            Certification
      of Michael A. Zahorik pursuant to 18 U.S.C. Section 1350 as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.





ITEM
      14.
            PRINCIPAL
      ACCOUNTANT FEES AND SERVICES




12




Audit
Fees





For the
Company's fiscal year ended January 31, 2008, we were billed approximately
$500.00 for professional services rendered for the audit of our financial
statements. We were not billed for the review of financial statements included
in our periodic and other reports filed with the Securities and Exchange
Commission for our year ended January 31, 2008.





Tax Fees





For the
Company's fiscal year ended January 31, 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, 2008.





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.


13


SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, there unto duly authorized.






51147, INC.April
      30, 2008
              By:
              /s/ Michael
      A. ZahorikChief Executive
      OfficerChief
      Financial Officer




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.




April
      30, 2008
              By:
              /s/ Michael A.
      ZahorikMichael
      A. ZahorikChief
      Financial Officer,and
      Director