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, 2006

                           Commission File #000-51184

                                   51144, INC.
             (Exact name of registrant as specified in its charter)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                      (IRS Employer Identification Number)

                           201 Post Street, Suite 1101
                             San Francisco, CA 94108
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (415) 394-3401
                            (ISSUER TELEPHONE NUMBER)

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)


                        600 California Street, 9th Floor
                         San Francisco, California 94018
              (Former name, former address and former fiscal year,
                         if changed since last report)

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 [   ]

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

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 April 21, 2006, was: $-0-

Number of shares of the registrant's common stock outstanding as of April 21,
2006 is: 100,000

We do not have a Transfer Agent.


<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

GENERAL

51144, 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 has 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;
*    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 her 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

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

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

None.

<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

As of April 21, 2006, there are two shareholders of record of our common stock.
Our shares of common stock have never been traded on any recognized stock
exchange.

DIVIDENDS

We do not intend to retain future earnings to support our growth. Any payment of
cash dividends in the future will be dependent upon: the amount of funds legally
available therefore; our earnings; financial condition; capital requirements;
and other factors which our Board of Directors deems relevant.

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

Plan of Operation
-----------------

We intend to enter into a business combination with a target company in exchange
for cash and/or our securities. As set forth herein, although we have not
engaged in any negotiations with any representative of any specific entity
regarding the possibility of a business combination with us we anticipate that
we will be able to complete a merger with Red Mile Entertainment, Inc.

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.

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.

Our Certificate of Incorporation provides that we may indemnify our officers
and/or directors for liabilities, which can include liabilities arising under
the securities laws. Therefore, our assets could be used or attached to satisfy
any liabilities subject to such indemnification.

Results of Operation
--------------------

We did not have any operating income from inception through January 31, 2006.
For the year ended January 31, 2006, we recognized a net loss of $1,825.
Expenses for the year were comprised of costs mainly associated with legal,
accounting and office.

Liquidity and Capital Resources
-------------------------------

At January 31, 2006, we had cash of $0. Therefore we currently have 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 plans may but do not currently
provide for experts to secure a successful acquisition or merger partner so that
it will be able to continue as a going concern. In the event such efforts are
unsuccessful, contingent plans have been arranged to provide that the current
Director of the Company is to fund required future filings under the 1934 Act,
and existing shareholders have expressed an interest in additional funding if
necessary to continue the Company as a going concern.

Plan of Operation
-----------------

During the next twelve months, the Company will actively seek out and
investigate possible business opportunities with the intent to acquire or merge
with one or more business ventures. In its search for business opportunities,
management will follow the procedures outlined in Item 1 above. Because the
Company has limited funds, it may be necessary for the sole officer and director
to either advance funds to the Company or to accrue expenses until such time as
a successful business consolidation can be made. The Company will not be make it
a condition that the target company must repay funds advanced by its officers
and directors. Management intends to hold expenses to a minimum and to obtain
services on a contingency basis when possible. Further, the Company's directors
will defer any compensation until such time as an acquisition or merger can be
accomplished and will strive to have the business opportunity provide their
remuneration. However, if the Company engages outside advisors or consultants in
its search for business opportunities, it may be necessary for the Company to
attempt to raise additional funds. As of the date hereof, the Company has not
made any arrangements or definitive agreements to use outside advisors or
consultants or to raise any capital. In the event the Company does need to raise
capital most likely the only method available to the Company would be the
private sale of its securities. Because of the nature of the Company as a
development stage company, it is unlikely that it could make a public sale of
securities or be able to borrow any significant sum from either a commercial or
private lender. There can be no assurance that the Company will able to obtain
additional funding when and if needed, or that such funding, if available, can
be obtained on terms acceptable to the Company.

The Company does not intend to use any employees, with the possible exception of
part-time clerical assistance on an as-needed basis. Outside advisors or
consultants will be used only if they can be obtained for minimal cost or on a
deferred payment basis. Management is convinced that it will be able to operate
in this manner and to continue its search for business opportunities during the
next twelve months.

Critical Accounting Policies

51144's financial statements and related public financial information are based
on the application of accounting principles generally accepted in the United
States ("GAAP"). GAAP requires the use of estimates; assumptions, judgments and
subjective interpretations of accounting principles that have an impact on the
assets, liabilities, revenue and expense amounts reported. These estimates can
also affect supplemental information contained in our external disclosures
including information regarding contingencies, risk and financial condition. We
believe our use if estimates and underlying accounting assumptions adhere to
GAAP and are consistently and conservatively applied. We base our estimates on
historical experience and on various other assumptions that we believe to be
reasonable under the circumstances. Actual results may differ materially from
these estimates under different assumptions or conditions. We continue to
monitor significant estimates made during the preparation of our financial
statements.

Our significant accounting policies are summarized in Note 1 of our financial
statements. While all these significant accounting policies impact its financial
condition and results of operations, 51144's views certain of these policies as
critical. Policies determined to be critical are those policies that have the
most significant impact on 51144's consolidated financial statements and require
management to use a greater degree of judgment and estimates. Actual results may
differ from those estimates. Our management believes that given current facts
and circumstances, it is unlikely that applying any other reasonable judgments
or estimate methodologies would cause effect on our consolidated results of
operations, financial position or liquidity for the periods presented in this
report.




<PAGE>



ITEM 7. FINANCIAL STATEMENTS


Our financial statements, together with the report of auditors, are as follows:

                                   51144, INC.
                          (A DEVELOPMENT STAGE COMPANY)


                              FINANCIAL STATEMENTS






                             AS OF JANUARY 31, 2006



51144, 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




<PAGE>

          REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To The Board of Directors
51144, Inc.



We have audited the accompanying balance sheet of 51144, 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 51144, 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


<PAGE>

                                   51144, INC.
                          (a development stage company)
                                  BALANCE SHEET
                             As of January 31, 2006


                                     ASSETS


CURRENT ASSETS                                                January 31, 2006

        Cash                                                       $     0
                                                                   --------




                      TOTAL ASSETS                                 $     0
                                                                   ========

                 LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES

    Accrued expenses                                               $ 1,725
                                                                   --------

                      TOTAL LIABILITIES                              1,725

STOCKHOLDER'S EQUITY

  Common Stock - par value $0.001;
    100,000,000 shares authorized;
    100,000 issued and outstanding                                     100

  Additional paid in capital                                             0

  Accumulated 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

<PAGE>


                                   51144, INC.
                          (a development stage company)
                             STATEMENT OF OPERATIONS
           From inception (February 2, 2005) through January 31, 2006



                                                    From Inception to
                                                    January 31, 2006

     REVENUE

       Sales                                        $        0
       Cost of sales                                         0
                                                    -----------

     GROSS PROFIT                                            0

     GENERAL AND ADMINISTRATIVE EXPENSES                 1,825
                                                    -----------

     NET LOSS                                           (1,825)

     ACCUMULATED DEFICIT, BEGINNING BALANCE                 (0)
                                                    -----------

     ACCUMULATED DEFICIT, ENDING BALANCE            $   (1,825)
                                                    ===========


NET EARNINGS PER SHARE

     Basic Net Loss Per Share                           ($0.02)

     Basic Weighted Average
     Number of Common Shares Outstanding               100,000






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


                                       F-3



<PAGE>

<TABLE>

                                   51144, INC.
                         (a development stage company)
                STATEMENT OF STOCKHOLDER'S EQUITY From inception
                  (February 2, 2005) through January 31, 2006

<CAPTION>

                              SHARES          COMMON STOCK     ACCUMULATED DEFICIT       TOTAL
                           -------------      -------------     -----------------     ------------
<S>                             <C>             <C>              <C>                   <C>
Stock issued on acceptance
   Of incorporation expenses
   February 2, 2005             100,000         $      100       $             0       $       100

Net loss                                                                  (1,825)           (1,825)
                            ------------       ------------      ----------------      ------------

Total at January 31, 2006       100,000         $      100       $        (1,825)      $    (1,725)
                            ============       ============      ================      ============


</TABLE>




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

                                       F-4



<PAGE>

<TABLE>

                                   51144, INC.
                          (a development stage company)
                             STATEMENT OF CASH FLOWS
              From inception (February 2) through January 31, 2006

<CAPTION>

                                                                          From Inception to
CASH FLOWS FROM OPERATING ACTIVITIES                                      January 31, 2006

<S>                                                                              <C>
             Net income (loss)                                                   $(1,825)

             Stock issued as compensation                                            100
             Increases (Decrease) in accrued expenses                              1,725
                                                                                 --------

NET CASH PROVIDED OR (USED) IN OPERATIONS                                              0

CASH FLOWS FROM INVESTING ACTIVITIES

        None                                                                           0

CASH FLOWS FROM FINANCING ACTIVITIES

        Stock issued on incorporation expenses                                         0

CASH RECONCILIATION

        Net increase (decrease) in cash                                                0
        Beginning cash balance                                                         0
                                                                                 --------

CASH BALANCE AT END OF PERIOD                                                    $     0
                                                                                 ========

</TABLE>




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


                                       F-5



<PAGE>


                                   51144, INC.
                          (a development stage company)
                          NOTES TO FINANCIAL STATEMENTS

1.   Summary of significant accounting policies:
     ------------------------------------------

Industry:
--------

51144, 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.

<PAGE>

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.

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.

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.

<PAGE>

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.

<PAGE>


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

None.

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.








<PAGE>




                                    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 April 21, 2006, 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 are filled by a
majority vote of the remaining directors. The officers serve at the will of the
Board of Directors.


Name                               Age            Positions and Offices Held

David Baker                        34            President/CEO/CFO/Director

BUSINESS EXPERIENCE

Set forth below is the name of our director and officer, all positions and
offices with us held, the period during which he has served as such, and the
business experience during at least the last five years:

David N. Baker was appointed as the Company's President, Chief Executive
Officer, Chief Financial Officer and a member of the Board of Directors as of
October 18, 2005. Mr. Baker is currently the founder and Chairman, Chief
Executive Officer, President, and Secretary of Core Holdings, Inc. Since 2003,
Mr. Baker has also been the managing principal of Core Fund Management, L.P.,
the general partner of Core Fund, L.P., a hedge fund focusing on small- and
micro-capitalization equities. In 2001 and 2002, Mr. Baker was a proprietary
trader and portfolio manager with Electronic Trading Group and First New York
Securities. From 1998 to 2001, Mr. Baker was the founder, chief executive
officer, and chairman of SectorBase, LLC, a sector-specific quantitative and
qualitative securities database that was acquired by an affiliate of Preferred
Trade. From 1994 to 1999, Mr. Baker was the president and portfolio manager of
DNB Capital Management, Inc. and DNB Fund Partners, L.P., respectively. In 1989,
Mr. Baker earned a B.A. from the University of Colorado and in 1992 received a
J.D. with a focus on securities from Golden Gate University School of Law.


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 her ability or integrity
during the past five years.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

We have not filed a Form 5 for the year ending 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

Our officer and director does not receive any compensation for her services
rendered to us, has not received such compensation in the past, and is not
accruing any compensation pursuant to any agreement with us. However, our
officer and director anticipates receiving benefits as a beneficial shareholder
of us and, possibly, in other ways.

No retirement, pension, profit sharing, stock option or insurance programs or
other similar programs have been adopted by us for the benefit of our employees.

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.

Name                    Number of Total Shares             % of Shareholdings
----                    ----------------------             ------------------

David Baker                     50,000                             50%
Joseph Abrams                   50,000                             50%

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.

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 and Reports on Form 8-K:

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.

(a)      Exhibits:

         EXHIBIT INDEX

3.1      Articles of Incorporation (1)

3.3      By-laws  (1)

(1) Incorporated by reference to our Form 10-SB (SEC File No. 000-51184).

(b)      Reports of Form 8-K filed in fourth quarter of the fiscal year:

         On October 19, 2005, the Company filed an 8K based on change in
         control.


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

For the Company's fiscal year ended January 31, 2006, we were billed
approximately $1,850 for professional services rendered for the audit and 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 billed $0 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.

<PAGE>



                                   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.

                              51144, INC.

                               By: /s/ David Baker
                              --------------------------
                                       David Baker
                                       President, CEO, CFO and Director

Dated: April 24, 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/ David Baker              President, CE, CFO           April 24, 2006
---------------------        and Director
    David Baker