**SECURITIES
      AND EXCHANGE COMMISSION**


WASHINGTON,
      D.C. 20549




**FORM
      10-KSB**




**Annual
      Report Under Section 13 or 15(d) of the**


**SECURITIES
      EXCHANGE ACT OF 1934**




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


**ACT
      OF 1934**




For
      Fiscal Year Ended


January
      31, 2007




*Commission
      File #000-51191*




**DEWPOINT
      ENVIRONMENTAL, INC.**


(Exact
      name of registrant as specified in its charter)




**Delaware**


(State
      or
      other jurisdiction of incorporation or organization)




20-5132901


(IRS
      Employer Identification Number)




100
      Congress Avenue, Suite 2000


Austin,
      Texas 78701


(Address
      of principal executive offices )(Zip Code)




512-649-5550


(Registrant's
      telephone no., including area code)




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




Title
      of
      each class Name of each exchange on which registered




**Securities
      registered pursuant to Section 12(g) of the Act:**




**Common
      Stock, $0.001 par value**


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


Yes
      [X]
      No [ ]





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. [ ]




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


Yes
      [X]
      No [ ]




Revenues
      for year ended January 31, 2007: $-0-




Aggregate
      market value of the voting common stock held by non-affiliates of the registrant
      as of May 1, 2006, was: $-0-




State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date. As of May 1, 2007, there were 100,000 shares
      of the issuer's $.001 par value common stock issued and
      outstanding.





Documents
      incorporated by reference. There are no annual reports to security holders,
      proxy information statements, or any prospectus filed pursuant to Rule 424
      of
      the Securities Act of 1933 incorporated herein by reference.





Transitional
      Small Business Disclosure format (check one):
           
     [  ] Yes    
     [ x ] No







1


**PART
      I**




**ITEM
      1. DESCRIPTION OF BUSINESS**




**GENERAL**





Dewpoint
      Environmental, Inc. (formerly 51148, Inc.) was incorporated in the State of
      Delaware as of February 2, 2005. We were formed with plans to locate and
      negotiate with a business entity for the combination of that target company
      with
      and into us. Such a combination normally takes 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. We were formed to provide a method
      for a foreign or domestic private company to become a reporting company under
      the Securities Exchange Act of 1934, as amended.





Effective
      June 9, 2006, Jon R. Hall purchased all of our issued and outstanding common
      stock from Scott Raleigh, our sole officer, director and shareholder at the
      time, for $28,000 in cash. In connection with that transaction, Mr. Hall became
      our sole officer, director and stockholder. Mr. Hall is also the President,
      Chief Executive Officer and controlling shareholder of Dewpoint Environmental,
      Inc., a Texas corporation that operates in the solid waste industry. Mr. Hall
      purchased all of our issued and outstanding common stock with the intention
      to
      combine Dewpoint Environmental (Texas) with us. Recently, Mr. Hall has
      determined that such a combination is no longer in the best interests of the
      corporations, and is considering selling his shares in us or seeking another
      business combination.




We
      were
      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; and




·
            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;




·
            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;






2






·
            a
                special situation company, such as a company seeking a public market
                to
                satisfy redemption requirements under a qualified Employee Stock
                Option
                Plan; or




·
            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 our activities, without compensation. The president anticipates that
      our
      business plan can be implemented by his devoting very little time to our
      business affairs 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 Dewpoint Environmental (Texas) at no cost to us.
      Dewpoint Environmental (Texas) has agreed to continue this arrangement until
      we
      complete an acquisition or merger.




**ITEM
      3. LEGAL PROCEEDINGS**




There
      is
      no litigation pending or threatened by or against us.




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




None.







3


**PART
      II**




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




**Market
      Information.** 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.





**Recent
      Sales of Unregistered Securities.** There is
      one holder of our common stock. The issued and outstanding shares of our common
      stock were issued to our founder upon our incorporation, for $100 in cash,
      in
      accordance with the exemptions from registration afforded by Section 4(2) of
      the
      Securities Act of 1933.





**Dividends.** There
      have been no cash dividends declared on our common stock. Dividends are declared
      at the sole discretion of our Board of Directors. Each holder of our common
      stock is entitled to a pro rata share of cash distributions made to
      stockholders, including dividend payments.





**Equity
      Compensation Plans.** We have
      no securities authorized for issuance under any equity compensation
      plans.





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




**Plan
      of Operation**




Effective
      June 9, 2006, Jon R. Hall purchased all of our issued and outstanding common
      stock with the intention to combine Dewpoint Environmental (Texas) with us.
      Recently, Mr. Hall has determined that such a combination is no longer in the
      best interests of the corporations, and is considering selling his shares in
      us
      or seeking another business combination. However, if we cannot effect another
      combination, we may have to raise funds from a private offering of our
      securities under Rule 506 of Regulation D. There is no assurance that we would
      obtain any such equity funding.




**Results
      of Operation**




We
      did
      not have any operating income from inception through January 31, 2007. From
      inception through the period ended January 31, 2007, the registrant recognized
      a
      net loss of $3,200. 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, 2007, the Company had no capital resources and will rely upon the
      issuance of common stock and additional capital contributions from stockholders
      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.






4




Jon
      R.
      Hall will supervise the search for target companies as potential candidates
      for
      a business combination. Mr. Hall will pay as his own expenses any costs he
      incurs in supervising the search for a target company. Mr. Hall may enter into
      agreements with other consultants to assist in locating a target company and
      may
      share stock received or cash resulting from the sale of our securities with
      such
      other consultants. Mr. Hall controls us and therefore has the authority to
      enter
      into any agreement binding us. Mr. Hall as our sole officer, director and only
      stockholder can authorize any such agreement binding us. Mr. Hall
      may sell all of his shares of our common stock to another person or entity,
      and
      resign as our sole officer and director, who will then supervise the search
      for
      target companies.




**ITEM
      7. FINANCIAL STATEMENTS**




The
      financial statements required by Item 7 are presented in the following
      order:






**DEWPOINT
      ENVIRONMENTAL, INC.**


(a
      development stage company)





Table
      of
      Contents








PageAudited
                Financial StatementsReport of Independent Certified Public Accountants
            F-1Balance Sheets
            F-2Statements of Operations
            F-3Statements
              of
              Stockholder Equity
            F-4Statements
                of Cash Flows
            F-5Notes to Financial Statements
            F-6


5


**Gately
        & Associates, LLC**
 **Altamonte
        Springs, FL**
 
 
 
 **REPORT
        OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT**
  
  To
        the
        Board of Directors and shareholder
 Dewpoint
        Environmental, Inc.
 
 
  We
        have audited the accompanying balance sheets of Dewpoint Environmental, Inc.
        of
        January 31, 2007 and 2006 and the related statements of operations, statements
        of stockholder equity and cash flows for the year ended January 31, 2007
        and
        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 the audit.
  We
        conducted the audit in accordance with U.S. generally accepted auditing
        standards. These 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 the 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 as of January 31, 2007 and 2006,
        and the statements of income, stockholder equity and cash flows for the year
        then ended in conformity with U.S. generally accepted accounting principles.
 
 
 
 
 Gately
        & Associates, LLC
 Altamonte
        Springs, FL
 May
        30,
        2007
 
 
 
 
 F-1











**Dewpoint
                  Environmental, Inc.****(a
                  development stage company)****BALANCE
                  SHEET****As
                  of January 31, 2007 and 2006****ASSETS****CURRENT
                  ASSETS**
              
              **1/31/2007**
              
              **1/31/2006**Cash
              
              $
              -
              
              $
              -Total
                  Current Assets
              
              
              -
              
              
              -**TOTAL
                  ASSETS**
              
              $
              -
              
              $
              -**LIABILITIES
                  AND STOCKHOLDERS' EQUITY****CURRENT
                  LIABILITIES**Accrued
                  Expenses
              
              $
              3,800
              
              $
              2,125Total
                  Current Liabilities
              
              
              3,800
              
              
              2,125**TOTAL
                  LIABILITIES**
              
              
              3,800
              
              
              2,125**STOCKHOLDERS'
                  EQUITY**Common
                  Stock - Par value $0.0001;Authorized:
                  100,000,000Issued
                  and Outstanding: 100,000
              
              
              100
              
              
              100Additional
                  Paid-In Capital
              
              
              -
              
              
              -Accumulated
                  Deficit
              
              
              (3,900
              )
              
              (2,225
              )Total
                  Stockholders' Equity
              
              
              (3,800
              )
              
              (2,125
              )**TOTAL
                  LIABILITIES AND EQUITY**
              
              $
              -
              
              $
              -




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




F-2









**Dewpoint
                  Environmental, Inc.****(a
                  development stage company)****STATEMENT
                  OF OPERATIONS****For
                  the twelve months ending January 31, 2007 and 11 months ending
                  January 31,
                  2006****from
                  inception (February 2, 2005) through January 31,
                  2007****12
                  MONTHS**
              
              **11
                  MONTHS****ENDING**
              
              **ENDING**
              
              **FROM****1/31/2007**
              
              **1/31/2006**
              
              **INCEPTION****REVENUE**
              
              $
              -
              
              $
              -
              
              $
              -**COST
                  OF SERVICES**
              
              
              -
              
              
              -
              
              
              -**GROSS
                  PROFIT OR (LOSS)**
              
              
              -
              
              
              -
              
              
              -**GENERAL
                  AND ADMINISTRATIVE EXPENSES**
              
              
              1,675
              
              
              2,225
              
              
              3,900**NET
                  INCOME (LOSS)**
              
              
              (1,675
              )
              
              (2,225
              )
              
              (3,900
              )**ACCUMULATED
                  DEFICIT, BEGINNING BALANCE**
              
              
              (2,225
              )
              
              -
              
              
              -**ACCUMULATED
                  DEFICIT, ENDING BALANCE**
              
              $
              (3,900
              )
              $
              (2,225
              )
              $
              (3,900
              )**Earnings
                  (loss) per share**
              
              
              (Less
                  than
                  0.01
              )
              
              (Less
                  than
                  0.01
              )**Weighted
                  average number of common shares**
              
              
              100,000
              
              
              100,000




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







F-3









**Dewpoint
                  Environmental, Inc.****(a
                  development stage company)****STATEMENT
                  OF STOCKHOLDERS' EQUITY****From
                  inception (February 2, 2005) through January 31,
                  2007****COMMON**
              
              **ACCUM.**
              
              **TOTAL****SHARES**
              
              **STOCK**
              
              **DEFICIT**
              
              **EQUITY**Stock
                  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
              )Net
                  Loss
              
              
              -
              
              
              -
              
              
              (1,675
              )
              
              (1,675
              )Total,
                  January 31, 2007
              
              
              100,000
              
              $
              100
              
              $
              (3,900
              )
              $
              (3,800
              )








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







F-4









**Dewpoint
                  Environmental, Inc.****(a
                  development stage company)****STATEMENTS
                  OF CASH FLOWS****For
                  the twelve months ending January 31, 2007 and 11 months ending
                  January 31,
                  2006****from
                  inception (February 2, 2005) through January 31,
                  2007****12
                  MONTHS**
              
              **11
                  MONTHS****ENDING**
              
              **ENDING**
              
              **FROM****CASH
                  FLOWS FROM OPERATING ACTIVITIES**
              
              **1/31/2007**
              
              **1/31/2006**
              
              **INCEPTION**Net
                  income (loss)
              
              $
              (1,675
              )
              $
              (2,225
              )
              $
              (3,900
              )Stock
                  issued as compensation
              
              
              
              
              
              100
              
              
              100Increase
                  (Decrease) in Accrued Expenses
              
              
              1,675
              
              
              2,125
              
              
              3,800Total
                  adjustments to net income
              
              
              1,675
              
              
              2,225
              
              
              3,900Net
                  cash provided by (used in) operating activities
              
              
              -
              
              
              -
              
              
              -**CASH
                  FLOWS FROM INVESTING ACTIVITIES**None
              
              
              -
              
              
              -
              
              
              -Net
                  cash flows provided by (used in) investing activities
              
              
              -
              
              
              -
              
              
              -**CASH
                  FLOWS FROM FINANCING ACTIVITIES**None
              
              
              -
              
              
              -
              
              
              --
              
              
              -
              
              
              -**CASH
                  RECONCILIATION**Net
                  increase (decrease) in cash
              
              
              -
              
              
              -
              
              
              -Cash
                  - beginning balance
              
              
              -
              
              
              -
              
              
              -**CASH
                  BALANCE - END OF PERIOD**
              
              $
              -
              
              $
              -
              
              $
              -




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







F-5







**DEWPOINT
        ENVIRONMENTAL, INC.**
 **(formerly
        51148, Inc.)**
 **(a
        development stage company)**
 **NOTES
        TO FINANCIAL STATEMENTS**
  **1.
        Summary of significant accounting policies:**
  Industry:
  Dewpoint
        Environmental, Inc. (formerly 51148, Inc.) was incorporated in the State
        of
        Delaware as of February 2, 2005. We were formed with plans to locate and
        negotiate with a business entity for the combination of that target company
        with
        and into us. Such a combination normally takes 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. We were formed to provide a method
        for a foreign or domestic private company to become a reporting company under
        the Securities Exchange Act of 1934, as amended.
  Effective
        June 9, 2006, Jon R. Hall purchased all of our issued and outstanding common
        stock from Scott Raleigh, our sole officer, director and shareholder, for
        $28,000 in cash. In connection with that transaction, Mr. Hall became our
        sole
        officer, director and stockholder. Mr. Hall is also the President, Chief
        Executive Officer and controlling shareholder of Dewpoint Environmental,
        Inc., a
        Texas corporation that operates in the solid waste industry. Mr. Hall purchased
        all of our issued and outstanding common stock with the intention to combine
        that Texas corporation with us. Recently, Mr. Hall has determined that such a combination is no longer in
        the
        best interests of the corporations, and is considering selling his shares
        in us
        or seeking another business combination.
 
 We
        have
        adopted our fiscal year end to be January 31.
  Results
        of Operations and Ongoing Entity:
  We
        are
        considered to be an ongoing entity for accounting purposes; however, there
        is
        substantial doubt as to our ability to continue as a going concern. Our
        stockholders have funded, and we believe will continue to fund, any shortfalls
        in our cash flow on a day to day basis during the time period in which we
        are in
        the development stage.
  Liquidity
        and Capital Resources:
  In
        addition to the stockholder funding of our capital shortfalls, we anticipate
        obtaining cash and cash equivalents held by Dewpoint Environmental, Inc.
        (Texas)
        in our business combination with that company. We may also obtain additional
        funding after that business combination from outside investors.
  Cash
        and Cash Equivalents:
  We
        consider cash on hand and amounts on deposit with financial institutions
        that
        have original maturities of three months or less to be cash and cash
        equivalents.
  Basis
        of Accounting:
  Our
        financial statements are prepared in accordance with U.S. generally accepted
        accounting principles.
  F-6
   
 
   **DEWPOINT
        ENVIRONMENTAL, INC.**
 **(formerly
        51148, Inc.)**
 **(a
        development stage company)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 Income
        Taxes:
  We
        utilize 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, we have not 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:
  Our
        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 us 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 that potentially expose us to concentrations of credit risk consist
        principally of operating demand deposit accounts. Our policy is to place
        our
        operating demand deposit accounts with high credit quality financial
        institutions. At this time, we have no deposits that are at risk.
 
 **2.
        Related Party Transactions and Going Concern** :
  Our
        financial statements have been presented on the basis that we are a going
        concern in the development stage, which contemplates the realization of assets
        and the satisfaction of liabilities in the normal course of business. We
        have
        identified the business in which we wish to engage, through a business
        combination with Dewpoint Environmental (Texas). However, we do not have
        any
        definitive agreement relating to any such business combination.
  Our
        stockholders have funded, and we believe will continue to fund, our activities
        until we can complete a business combination with Dewpoint Environmental
        (Texas). There is a possibility that we will not be successful in completing
        that business combination.
 
 **3.
        Accounts Receivable and Customer Deposits:**
  Accounts
        receivable and customer deposits do not exist at this time and therefore
        we have
        no allowances accounted for or disclosures made.
 
  F-7
   
  **DEWPOINT
        ENVIRONMENTAL, INC.**
 **(formerly
        51148, Inc.)**
 **(a
        development stage company)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 **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 any such estimates at this
        time.
  **5.
        Revenue and Cost Recognition:**
  We
        use
        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 incurred during
        the developmental stage of our business.
 
 **7.
        Operating Lease Agreements:**
  We
        have
        no operating lease agreements at this time.
  **8.
        Stockholder’s Equity** :
  Our
        preferred stock consists of 50,000,000 shares authorized, at a par value
        of
        $0.001, of which none are issued or outstanding at this time.
  Our
        common stock consists of 100,000,000 shares authorized, at a par value of
        $0.001, of which 100,000 shares are issued and outstanding.
  **9.
        Required Cash Flow Disclosure for Interest and Taxes
        Paid:**
  We
        have
        paid no amounts for federal income taxes and interest. On February 2, 2005,
        we
        issued 100,000 shares of our common stock to our then sole stockholder in
        exchange for his acceptance of our incorporation expenses.
  **10.
        Income Taxes:**
 
 The
        Company has a net operating loss for the years ending January 31, 2006 and
        2007
        of $1,675 and $2,225, respectively. These net operating losses may be carried
        forward for 20 years from the year of loss to offset future operating income.
        The Company’s management has decided to create an allowance for the deferred tax
        asset value derived from these losses.
 
 F-8
 
 
  
  **DEWPOINT
        ENVIRONMENTAL, INC.**
 **(formerly
        51148, Inc.)**
 **(a
        development stage company)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 
 
 
 
 **11.
        Earnings Per Share:**
  Basic
        earnings per share (“EPS”) is computed by dividing earnings available to common
        stockholders by the weighted-average number of shares of common stock
        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-9













**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 disagreement 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.** Our
      principal executive officer and principal financial officer evaluated our
      disclosure controls and procedures (as defined in rule 13a-14(c) and 15d-14(c)
      under the Securities Exchange Act of 1934, as amended) as of a date within
      90
      days before the filing of this annual report (the Evaluation Date). Based on
      that evaluation, our principal executive officer and principal financial officer
      concluded that, as of the Evaluation Date, the disclosure controls and
      procedures in place were adequate to ensure that information required to be
      disclosed by us, including our consolidated subsidiaries, in reports that we
      file or submit under the Exchange Act, is recorded, processed, summarized and
      reported on a timely basis in accordance with applicable rules and regulations.
      Although our principal executive officer and principal financial officer
      believes our existing disclosure controls and procedures are adequate to enable
      us to comply with our disclosure obligations, we intend to formalize and
      document the procedures already in place and establish a disclosure
      committee.




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


6




**PART
      III**




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





Our
      directors and officers, as of May 22, 2007, are set forth below. The directors
      hold office for their respective term and until their successors are duly
      elected and qualified. Vacancies in the existing board of directors are filled
      by a majority vote of the remaining directors. The officers serve at the will
      of
      the board of directors.





**Name**
            **Age**
            **Position**Jon
                R. Hall
            60
            President,
                Chief Executive Officer, Chief Financial Officer, Secretary and
                Director




**Business
      Experience**




JON
      R.
      HALL. Mr. Hall, age 60, is currently the President and Chief Executive Officer
      of Dewpoint Environmental, Inc., a Texas corporation that intends to operate
      in
      the solid waste industry. Mr. Hall began his career in the solid waste industry
      over 30 years ago with Browning-Ferris Industries, Inc. In 1989, Mr. Hall joined
      Republic Waste Industries, where he served as Executive Vice President for
      Mergers & Acquisitions. After selling controlling interest to another
      investment group in 1991, Mr. Hall helped form TransAmerican Waste Industries,
      Inc. Mr. Hall served as the President of TransAmerican Waste Industries, Inc.
      until 1994. Since leaving TransAmerican Waste in 1994, Mr. Hall has provided
      consulting services to a variety of companies in the solid waste industry,
      as
      well as companies in other industries.was a stockbroker in Canada from 1966
      until 2002.




**Certain
      Legal Proceedings**




No
      director, nominee for director, or executive officer 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 Securities Exchange Act of 1934, as amended, requires our
      directors, officers and persons who beneficially own more than ten percent
      of a
      registered class of our equity securities, to file reports of ownership and
      changes in ownership with the SEC on a timely basis. Directors, officers and
      greater than ten percent beneficial owners are required by the SEC’s regulations
      to furnish us with copies of all Section 16(a) forms they file.





Based
      solely on a review of copies of such forms furnished to us and certain of our
      internal records, we believe that during the year ended January 31, 2007, all
      Section 16(a) filing requirements applicable to our directors, officers and
      greater than ten percent beneficial owners were satisfied on a timely
      basis.




**ITEM
      10. EXECUTIVE COMPENSATION**




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 current sole
      officer and director may receive benefits from his ownership of our common
      stock. We do not have any employment agreements.




No
      retirement, pension, profit sharing, stock option or insurance programs or
      other
      long-term incentive plans have been adopted by us for the benefit of our
      employees. We have
      not granted any long-term compensation to any of our executive
      officers.




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




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





**Beneficial
                Owner**
            **Number
                of Shares**
              **Beneficially
                Owned**
            **Percentage
                of**
              **Common
                Stock**Jon
                R. Hall
            100,000
            100.0%




7








**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.**




We
      currently use the offices of Dewpoint Environmental (Texas) at no cost to us.
      Dewpoint Environmental (Texas) has agreed to continue this arrangement until
      we
      complete an acquisition or merger. Our sole
      stockholder, Jon Hall, is the President and Chief Executive Officer of Dewpoint
      Environmental (Texas).




**ITEM
      13. EXHIBITS AND REPORTS ON FORM 8-K**




(a)
      The
      following documents are filed as part of this report:




1.
      Financial statements; see index to financial statements and schedules in Item
      7
      herein.




2.
      Financial statement schedules; see index to financial statements and schedules
      in Item 7 herein.




3.
      Exhibits:




The
      following exhibits are filed with this Form 10-KSB and are identified by the
      numbers indicated; see index to exhibits immediately following financial
      statements and schedules of this report.




**Exhibit
      Index**





3.1
            Restated
                Articles of Incorporation*3.2
            Bylaws**14
            Code
                of Ethics***31
            Rule
                13a-14(a)/15d-14(a) Certification of Chief Executive Officer and
                Chief
                Financial Officer32
            Section
                906 Certification by Chief Executive Officer and Chief Financial
                Officer*
            Included
                in Current Report on Form 8-K filed on June 30, 2006**
            Included
                in the Form 10-SB filed on March 8, 2005***
            Included
                in Annual Report on Form 10-KSB filed on March 13,
                2006




**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**




**Audit
      Fees**




For
      the
      Company's fiscal year ended January 31, 2007, we were billed approximately
      $1,500 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, 2007.




**Tax
      Fees**




For
      the
      Company's fiscal year ended January 31, 2007, 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, 2007.




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.







8


**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.




**DEWPOINT
      ENVIRONMENTAL, INC.**





By:  /s/
      JON R. HALL


Jon
      R.
      Hall


President,
      Chief Executive Officer,


Chief
      Financial Officer and Director


Date:
      May
      31, 2007





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/
                JON R. HALL
            President,
                Chief Executive Officer,
            May
                31, 2007Jon
                R. Hall
            Chief
                Financial Officer and Director
              (Principal
                Executive and Financial Officer)






9