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, 2006  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 000-51192  51149, INC. (Name of small business issuer in its charter)  DELAWARE(State or other jurisdiction of
incorporation or organization)
        (IRS Employer Identification No.)  3 Violet Lane San Carlos, California
        94070(Address of principal executive offices)
        (Zip Code)   (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. Yesx
        Noo  Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yesx
        Noo  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, 2006: $0      Aggregate market value of the voting common stock held by non-affiliates of the registrant as of January 31, 2006, was: $0



Number of shares of the registrants common stock outstanding as of May 15, 2006 was: 100,000




Transitional Small Business Disclosure Format:
        Yeso
        Nox

TABLE OF CONTENTS




PART I
        
        1ITEM 1.
        DESCRIPTION OF BUSINESS
        1ITEM 2.
        DESCRIPTION OF PROPERTY
        2ITEM 3.
        LEGAL PROCEEDINGS
        2ITEM 4.
        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
        2PART II
        
        2ITEM 5.
        MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
        2ITEM 6.
        MANAGEMENTS DISCUSSION OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
        4ITEM 7.
        FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
        5ITEM 8.
        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
        6ITEM 8A.
        CONTROLS AND PROCEDURES
        6PART III
        
        6ITEM 9.
        DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
        6ITEM 10.
        EXECUTIVE COMPENSATION
        7ITEM 11.
        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
        8ITEM 12.
        CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
        8PART IV
        
        8ITEM 13.
        EXHIBITS LIST AND REPORTS ON FORM 8-K
        8ITEM 14.
        PRINCIPAL ACCOUNTANT FEES AND SERVICES
        9SIGNATURES






i



PART I




ITEM 1.
        DESCRIPTION OF BUSINESS

General



51146, Inc. was incorporated on February 2, 2005 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. We have been in the developmental stage since inception and have no operations to date other than issuing shares to our original shareholder.



We will attempt to locate and negotiate with a business entity for the combination of that target company with us. 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 we will be successful in locating or negotiating with any target company.



We have 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.



Perceived Benefits



There are certain perceived benefits to being a reporting company with a class of publicly- traded securities. These are commonly thought to include the following:




-
        the ability to use registered securities to make acquisitions of assets or businesses;-
        increased visibility in the financial community;-
        the facilitation of borrowing from financial institutions;-
        improved trading efficiency;-
        shareholder liquidity;-
        greater ease in subsequently raising capital;-
        compensation of key employees through stock options for which there may be a market valuation;-
        enhanced corporate image;-
        a presence in the United States capital market.

Potential Target Companies



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




-
        a company for which a primary purpose of becoming public is the use of its securities for the acquisition of assets or businesses;-
        a company which is unable to find an underwriter of its securities or is unable to find an underwriter of securities on terms acceptable to it;-
        a company which wishes to become public with less dilution of its common stock than would occur upon an underwriting;



1



-
        a company which believes that it will be able to obtain investment capital on more favorable terms after it has become public;-
        a foreign company which may wish an initial entry into the United States securities market;-
        a special situation company, such as a company seeking a public market to satisfy redemption requirements under a qualified Employee Stock Option Plan;-
        a company seeking one or more of the other perceived benefits of becoming a public company.

A business combination with a target company will normally involve the transfer to the target company of the majority of our issued and outstanding common stock, and the substitution by the target company of its own management and board of directors.



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



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

We have no properties and at this time has no agreements to acquire any properties. 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.




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



2



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 is one holder 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.



Recent Sales of Unregistered Securities



On February 5, 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 February 3, 2006, Scott Raleigh transferred an aggregate of 100,000 shares to David N. Baker and Joseph Abrams pursuant to a stock purchase agreement and pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933.



On February 23, 2006, David N. Baker and Joseph Abrams transferred an aggregate of 100,000 shares to Rose Waste Systems, Inc. pursuant to a stock purchase agreement and pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933.



Equity Compensation Plan Information



The following table sets forth certain information as of May 15, 2006, with respect to compensation plans under which our equity securities are authorized for issuance:





3



(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.



Results of Operation



The Company did not have any operating income from inception (February 2, 2005) through January 31, 2006. From inception through the period ended January 31, 2006, the registrant recognized a net loss of $1,825. 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, 2006 the Company had no 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.



George Gistchel will supervise the search for target companies as potential candidates for a business combination. George Gistchel will pay as his own expenses any costs he incurs in supervising the search for a target company. George Gistchel 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. George



4



Gistchel controls us and therefore has the authority to enter into any agreement binding us. George Gistchel as our sole officer, director and only shareholder can authorize any such agreement binding us.




ITEM 7.
        FINANCIAL STATEMENTS


51149, INC.

(A DEVELOPMENT STAGE COMPANY)



FINANCIAL STATEMENTS









AS OF JANUARY 31, 2006





51149, INC.

(a development stage company)

Financial Statements Table of Contents








FINANCIAL STATEMENTS
        Page #




Independent Auditors Report
        1




Balance Sheet
        2




Statement of Operations and Retained Deficit
        3




Statement of Stockholders Equity
        4




Cash Flow Statement
        5




Notes to the Financial Statements
        6






5












REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To The Board of Directors

51149, INC.





We have audited the accompanying balance sheet of 51149, INC. (a development stage company), as of January 31, 2006, and the related statement of operations, equity and cash flows from inception (February 2, 2005) through January 31, 2006. 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 51149, INC., as of January 31, 2006, and the results of its operations and its cash flows from inception (February 2, 2005) through January 31, 2006 in conformity with U.S. generally accepted accounting principles.







Gately & Associates, LLC

Altamonte Springs, FL

March 12, 2006

















F-1







51149, INC.

(a development stage company)

BALANCE SHEET

As of January 31, 2006



ASSETS


CURRENT ASSETS
        
        January 31, 2006Cash
        $
        0TOTAL ASSETS
        $
        0LIABILITIES AND STOCKHOLDER'S EQUITYCURRENT LIABILITIESAccrued expenses
        $
        1,725TOTAL LIABILITIES
        
        1,725STOCKHOLDER'S EQUITYCommon Stock - par value $0.001;100,000,000 shares authorized;100,000 issued and outstanding
        
        100Additional paid in capital
        
        0Accumulated Deficit
        
        (1,825)Total stockholder's equity
        
        (1,725)TOTAL LIABILITIES AND EQUITY
        $
        0



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



F-2











51149, INC.

(a development stage company)

STATEMENT OF OPERATIONS

From inception (February 2, 2005) through January 31, 2006




From Inception to
January 31, 2006REVENUESales
        $
        0Cost of sales
        
        0GROSS PROFIT
        
        0GENERAL AND ADMINISTRATIVE EXPENSES
        
        1,825NET LOSS
        
        (1,825)ACCUMULATED DEFICIT, BEGINNING BALANCE
        
        (0)ACCUMULATED DEFICIT, ENDING BALANCE
        $
        (1,825)NET EARNINGS PER SHAREBasic Net Loss Per Share
        
        ($0.02)Basic Weighted AverageNumber of Common Shares Outstanding
        
        100,000



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



F-3











51149, INC.

(a development stage company)

STATEMENT OF STOCKHOLDERS EQUITY

From inception (February 2, 2005) through January 31, 2006






SHARES
        
        COMMON STOCK
        
        ACCUMULATED DEFICIT
        
        TOTALStock issued on acceptanceOf incorporation expensesFebruary 2, 2005
        100,000
        $
        100
        $
        0
        $
        100Net loss
        
        
        
        
        (1,825)
        
        (1,825)Total at January 31, 2006
        100,000
        $
        100
        $
        (1,825)
        $
        (1,725)





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



F-4













51149, INC.

(a development stage company)

STATEMENT OF CASH FLOWS

From inception (February 2) through January 31, 2006




CASH FLOWS FROM OPERATING ACTIVITIES
        
        From Inception to
January 31, 2006Net income (loss)
        $
        (1,825)Stock issued as compensation
        
        100Increases (Decrease) in accrued expenses
        
        1,725NET CASH PROVIDED OR (USED) IN OPERATIONS
        
        0CASH FLOWS FROM INVESTING ACTIVITIESNone
        
        0CASH FLOWS FROM FINANCING ACTIVITIESStock issued on incorporation expenses
        
        0CASH RECONCILIATIONNet increase (decrease) in cash
        
        0Beginning cash balance
        
        0CASH BALANCE AT END OF PERIOD
        $
        0



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



F-5









51149, INC.

(a development stage company)

NOTES TO FINANCIAL STATEMENTS




1.
        Summary of significant accounting policies:

Industry:



51149, 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.



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.



F-6





51149, INC.

(a development stage company)

NOTES TO FINANCIAL STATEMENTS



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.




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.



F-7



51149, INC.

(a development stage company)

NOTES TO FINANCIAL STATEMENTS






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.



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 on February 2, 2005 in acceptance of the incorporation expenses for the Company.




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 100,000 common shares of stock to its sole shareholder in acceptance of the incorporation expenses for 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.





F-8













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

Our accountant is Gately & Associates, LLC, CPAs, independent certified public accountants. We do not presently intend to change accountants. At no time has 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, 2006. 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.



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 AppointedGeorge Gitschel
        47
        President,
Chief Executive Officer,
Chief Financial Officer,
Director
        February 23, 2006

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:



GEORGE GITSCHELwas appointed as the Companys President, Chief Executive Officer, Chief Financial Officer and a member of the Board of Directors as of February 23, 2006. Since March 1987 he has been the President and sole shareholder of Rose Waste Systems, Inc in San Carlos, California. Rose Waste designs and sells waste/recyclable material handling systems to the commercial/industrial and government sectors. These systems are manufactured to Rose Waste specifications by several companies located throughout the world. In his capacity as the sole officer and director of Rose Waste, Mr. Gitschel is involved in all of the day to day operations of the Company and manages all aspects of the business. Mr. Gitschel received his Bachelor of Science with a degree in Marketing from the University of Santa Clara in 1981.





6



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.



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, 2006.



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 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.



7



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.



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 May 15, 2006 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 ClassGeorge Gitschel
        100,000
        100%

(1) George Gitschel is the Chief Executive Officer and sole shareholder of Rose Waste Systems, Inc., which purchased all of our
shares on February 23, 2006. As sole shareholder of Rose Waste Systems, Inc., George Gitschel has a pecuniary and beneficial interest
in the shares purchased by Rose Waste Systems, Inc.




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 February 7, 2006 (File No. 000-51192)
        2.1
        Stock Purchase Agreement dated February 3, 2006 between Scott Raleigh and David N. Baker and Joseph Abrams.Incorporated by reference to Exhibit 2.1 to Amendment to Form 8k filed on March 1, 2006 (File No. 000-51192)
        2.2
        Stock Purchase Agreement dated February 23, 2006 between Scott Raleigh and Rose Waste Systems, Inc.Incorporated by reference to Exhibit 3.1 to Form 10SB filed on March 8, 2005 (File No. 000-51192)
        3.1
        Certificate of Incorporation of 51149, Inc.Incorporated by reference to Exhibit 3.1 to Form 10SB filed on March 8, 2005 (File No. 000-51192)
        3.2
        By-Laws14
        Code of Ethics31.1
        Certification of George Gitschel 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 George Gitschel pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.




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ITEM 14.
        PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees



For the Companys fiscal year ended January 31, 2006, 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, 2006.



Tax Fees



For the Companys fiscal year ended January 31, 2006, 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, 2006.



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.






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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.



51149, INC.




By:
        /s/ George GitschelChief Executive Officer
Chief Financial Officer




Dated:
        May 15, 2006

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.




Name
        Title
        Date/s/ George Gitschel
George Gitschel
        Chief Executive Officer
Chief Financial Officer,
and Director
        May 15, 2006