**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**Form
      10-KSB**





[X]
            Annual
                Report under Section 13 or 15(d) of the Securities Exchange Act of
                1934For
                the fiscal year endedDecember
                31, 2006[
                ]
            Transition
                Report under Section 13 or 15(d) of the Securities Exchange Act of
                1934For
                the Transition Period from __________ to _____________Commission
                File Number 333-124460**INTELLIGENTIAS,
                INC.**(Name
                of small business issuer in its charter)**Nevada**
            **20-1703887**(State
                or other jurisdiction of incorporation or organization)
            (I.R.S.
                employer identification no.)303
                Twin Dolphin Drive, 6thFloor,
              Redwood
                City, CA
            **94065**(Address
                of principal executive offices)
            (Zip
                code)Issuer’s
                telephone number: (650)
                632-4526Securities
                registered under Section 12(b) of the Exchange Act:
                NoneSecurities
                registered under Section 12(g) of the Exchange Act:
                None








Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act [  ]





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 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. [X] Yes  [  ] No





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant's knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. [X]





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





The
      issuer's revenue for its most recent fiscal year was $0.





The
      Company’s common stock is quoted on the Over-the-Counter Bulletin Board under
      the trading symbol “ITLI.” The aggregate market value of the voting and
      non-voting common equity held by non-affiliates based upon a price per share
      of
      $1.60, which was the closing price on April 5, 2007, is
      $15,696,000.





The
      number of shares outstanding of each of the issuer's classes of common equity,
      as of December 31, 2006, was 86,360,000.





Transitional
      Small Business Disclosure Format (Check one): Yes [  ]  No
      [X]








**DOCUMENTS
      INCORPORATED BY REFERENCE**





None













**INTELLIGENTIAS,
      INC.**


**FORM
      10-KSB**


**FISCAL
      YEAR ENDED DECEMBER 31, 2006**








**FORWARD
      LOOKING STATEMENTS**





This
      annual report contains forward-looking statements about our business, financial
      condition and prospects that reflect our management’s assumptions and beliefs
      based on information currently available. We can give no assurance that the
      expectations indicated by such forward-looking statements will be realized.
      If
      any of our assumptions should prove incorrect, or if any of the risks and
      uncertainties underlying such expectations should materialize, Our actual
      results may differ materially from those indicated by the forward-looking
      statements.





The
      key
      factors that are not within our control and that may have a direct bearing
      on
      operating results include, but are not limited to, acceptance of our services,
      our ability to expand our customer base, management’s ability to raise capital
      in the future, the retention of key employees and changes in the regulation
      of
      our industry.





There
      may
      be other risks and circumstances that management may be unable to predict.
      When
      used in this report, words such as *"believes,"*  *"expects,"
      "intends,"*  *"plans,"*  *"anticipates,"*  *"estimates"* and
      similar expressions are intended to identify and qualify forward-looking
      statements, although there may be certain forward-looking statements not
      accompanied by such expressions.








**TABLE
      OF CONTENTS**





PART
      I                      
      4


ITEM
      1.
      DESCRIPTION OF BUSINESS              
4


ITEM
      2.
      DESCRIPTION OF PROPERTY             
6


ITEM
      3.
      LEGAL PROCEEDINGS               
6


ITEM
      4.
      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS            6


PART
      II                      6


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


SMALL
      BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES          
6


ITEM
      6.
      MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.       
9


ITEM
      7.
      FINANCIAL STATEMENTS                         
      11


ITEM
      8.
      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING


AND
      FINANCIAL
      DISCLOSURE                                                       
      26


ITEM
      8A.
      CONTROLS AND PROCEDURES              
      26


ITEM
      8B.
      OTHER INFORMATION                   
      26


PART
      III                       
      26


ITEM
      9.
      DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND


CORPORATE
      GOVERNANCE; COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT       
      26


ITEM
      10.
      EXECUTIVE COMPENSATION                  
      28


ITEM
      11.
      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


AND
      RELATED STOCKHOLDER MATTERS            29


ITEM
      12.
      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR


INDEPENDENCE                 
      30


ITEM
      13.
      EXHIBITS                 
30


ITEM
      14.
      PRINCIPAL ACCOUNTANT FEES AND SERVICES          
31


SIGNATURES                    32














**PART
      I**




**ITEM
      1.****DESCRIPTION
      OF BUSINESS**





**Business
      Development and Summary**





Intelligentias,
      Inc. (the “Company,” “we” or “us”) is a development stage company which was
      originally incorporated in the State of Nevada on October 1, 2004, as
      Merchandise Creations, Inc. It acted principally as a promotional and marketing
      company specializing in delivering, promoting, and selling custom designed
      merchandise for bands and artists in the music industry (the “Merchandise
      Distribution Business”).





On
      December 7, 2006, the Company entered into a Limited Assets Purchase Agreement
      by and among the Company, SysteamUS, Inc. and Systeam Italy SpA, whereby the
      Company acquired certain intellectual property associated with SysteamUS’
security software for $5,850,000. Concurrently with the purchase, the Company
      discontinued its Merchandise Distribution Business and changed its focus to
      providing homeland security, data retention and tracking software and services
      to law enforcement agencies, telecommunications companies and Internet service
      providers.





On
      December 11, 2006, the Company effected a 20-for-1 forward stock split of its
      common stock, each having a par value of $0.0001 per share. All share and per
      share amounts have been retroactively restated to reflect this
      split.





On
      December 15, 2006, the Company amended its articles of incorporation to change
      its name from Merchandise Creations, Inc. to Intelligentias, Inc. In accordance
      with Statement of Financial Accounting Standards ("SFAS") No. 144
      "Accounting for the Impairment or Disposal of Long-Lived Assets", the operating
      results and assets and liabilities related to the Merchandise Distribution
      Business have been reflected as discontinued operations in the accompanying
      financial statements. Unless otherwise noted, amounts in these notes to the
      financial statements excluded amounts attributable to discontinued
      operations.





**Business
      of Issuer**





***Principal
      Services and Principal Markets***




As
      noted
      above, December 2006 we acquired intellectual property from SysteamUS, including
      software that captures and analyzes phone and internet traffic data in real
      time.





***Industry
      background***





After
      the
      terrorist attacks of September 11, 2001 in New York and Washington, D.C., March
      2004 in Madrid, and July 2005 in London, the European Union saw the need to
      create a framework harmonizing, across the member states, the obligations of
      telecommunications companies and Internet service providers (operators) to
      retain certain traffic data and make it available to the authorities for the
      purpose of investigating, detecting and prosecuting serious crimes. The E.U.
      Directive, which must be enacted by E.U. member states at least partially by
      September 2007, is expected to have a significant impact on telecommunication
      companies and Internet service providers.




Although
      most service providers and operators are currently able to fulfill requests
      from
      law enforcement agencies, the systems they have in place are not able to comply
      with the requirements of the E.U. Directive on data retention. These systems
      cannot accommodate the amount of data to be stored, their mediation and data
      retrieval systems are not secure enough, and/or the data may not be readily
      available









online
      to
      satisfy pressing law enforcement inquiries. Service providers will be obligated
      to improve their data retention policies.




These
      obligations will extend, or have already extended in some countries, to service
      providers offering access to electronic communication networks, including
      Internet cafés, public libraries, Wi-Fi hotspot providers and hotels, among
      others. The systems to be deployed will have to be state-of-the-art, in terms
      of
      security, protection and timely response. Data must be securely stored and
      protected from accidental or unlawful access or destruction and, at the same
      time, be readily available for access and transmission to the law enforcement
      agencies. Furthermore, in the case of large operators or service providers
      with
      operations in multiple countries that centralize their data retention systems,
      these systems must be compliant with the legislation of the countries where
      the
      company operates. The E.U. Directive may be enforced differently in each
      country.




The
      cost
      of implementing such systems is expected to be high. Costs related to increasing
      storage capacity, making the data available online, integrating systems and
      software, and adding solutions that filter and retain Internet access and
      traffic data, may be significant. In addition, providing the required speed
      and
      analysis power will add to the cost of implementing a compliant system. Finally,
      there will be consulting costs associated with aggregating a comprehensive
      solution, especially for large and multi-country operations.




We
      believe that the intellectual property we acquired adheres to the European
      Union
      data directives and we intend to provide it to Systeam Italy SpA and other
      companies subject to receiving a royalty from their sales to end users.




***Dependence
      on Major Customers***





The
      intellectual property we own underlies data retention and software products
      being used by service providers including Telecom Italia, Telecom Italia Mobile,
      Fastweb, Ferrovie Dello Stato, the Italian Ministry of Defense and 3 Mobile
      Media Company. Telecommunication companies use our software to keep track of
      the
      telephone calls made by their customers, Internet service providers use it
      to
      keep track of the websites visited by their subscribers, businesses use it
      to
      detect security breaches and malicious behavior, and law enforcement agencies
      use it to detect criminal activities and aid in the prosecution of perpetrators.
      This software is successfully capturing and storing billions of data
      transactions every day and is sold through network equipment providers and
      systems integrators including Italtel, IBM, Elsag, Kapsch, Unisys, Reksoft,
      Nokia, Lucent, Alcatel, Sony Ericcson and Nortel and in connection with
      strategic alliances with some of the world’s best known technology providers,
      including SS8, Penlink, BEA, Sunrise Telecom, MicroStrategy, Business Objects
      and Oracle.




To
      date,
      the software has been sold primarily to telecommunications companies, Internet
      service providers, large businesses and law enforcement agencies, primarily
      in
      the European Union. As more stringent data retention laws become effective
      in
      the United States, Latin America and throughout Asia, customers will be targeted
      with similar profiles in these regions with strong emerging demand. Under the
      EU
      Data Retention Directive, discussed below, communications traffic and location
      data generated by approximately 500 million people will need to be retained.
      The
      U.K.-based Internet Services Provider Association (“ISPA”) estimates the costs
      (of complying with the E.U. Directive) of storing the terabytes of extra data
      and implementing a quick retrieval system will approximate $63 million in the
      first year, and $16 million each subsequent year, for a large Internet service
      provider with 1 to 2 million customers.





***Government
      Regulation***





In
      response to the terrorist events of 9-11, the London and Madrid train bombings
      and other malicious events, governments around the world are passing legislation
      that will aid law enforcement agencies in their fight against criminals,
      pedophiles and terrorists.





For
      example:





1.
            On
                May 3, 2006, the European Union passed the E.U. Data Retention Directive
                that requires all













service
      providers to retain the telephone and web surfing records of their customers-
      all 25 member states must be in at least partial compliance by September 15,
      2007.





2.
            On
                February 6, 2007, a bill was introduced in the U.S. Congress entitled
                the
                “Safety Act” which proposed to require every ISP in the U.S. to track
                their customers' online activities to aid police in future investigations.





3.
            Similarly,
                in 1994, the U.S., Congress passed the Communications Assistance
                for Law
                Enforcement Act (“CALEA”) to aid law enforcement in its efforts to conduct
                surveillance of citizens via digital telephone networks. The Act
                requires
                telephone companies to make it possible for law enforcement agencies
                to
                tap any phone conversations carried out over its networks, as well
                as
                making call detail records (“CDRs”) available on demand. Telco carriers
                must be in compliance by May 14, 2007. Currently, CALEA does not
                define
                the retention period, but it is likely to be 6 to 12
                months.





4.
            On
                December 1, 2006, the U.S. Supreme Court approved certain revisions
                to the
                Federal Rules of Civil Procedure addressing preservation and discovery
                of
                data in electronic media, sometimes known as e-discovery.  As a
                result, electronically stored information is no longer automatically
                excluded from discovery requests.





***Employees***





As
      of
      April 5, 2007, we had four (4) employees.





**ITEM
      2. DESCRIPTION OF PROPERTY**





We
      lease
      approximately 1,000 square feet of space in San Francisco, California. We pay
      approximately $3,000 per month in rent under this lease, which expires in August
      2007.




**ITEM
      3. LEGAL PROCEEDINGS**





The
      Company is not a party to any pending or threatened legal
      proceedings.





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





On
      December 15, 2006, a majority of the shareholders agreed to amended the
      Company’s articles of incorporation to change its name from Merchandise
      Creations, Inc. to Intelligentias, Inc.





**PART
      II**





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





**Market
      information**





Our
      common stock is quoted on the Over the Counter Bulletin Board under the symbol
      “ITLI.” The high and low closing prices of our common stock for the periods
      indicated are set forth below. These closing prices do not reflect retail
      mark-up, markdown or commissions.
















**2006**
            **High**
            **Low**




First
              Quarter
            -
            -Second
                Quarter
            -
            -Third
                Quarter
            -
            -Fourth
                Quarter
            $1.04
            -**2005**
            **High**
            **Low**First
                Quarter
            -
            -Second
                Quarter
            -
            -Third
                Quarter
            -
            -Fourth
                Quarter
            -
            -





**Shares
      Available Under Rule 144**





We
      have
      86,360,000 shares of common stock outstanding, of which 11,860,000 shares are
      freely tradable and the remaining shares may be sold in the future under Rule
      144. In general, under Rule 144 as currently in effect, a person, or
      persons whose shares are aggregated, who owns shares that were purchased from
      us, or any affiliate, at least one year previously, including a person who
      may
      be deemed our affiliate, is entitled to sell within any three month period,
      a
      number of shares that does not exceed the greater of:





1.
            1%
                of the then outstanding shares of our common stock; or





2.
            The
                average weekly trading volume of our common stock during the four
                calendar
                weeks preceding the date on which notice of the sale is filed with
                the
                Securities and Exchange Commission.





Sales
      under Rule 144 are also subject to manner of sale provisions, notice
      requirements and the availability of current public information about us. Any
      person who is not deemed to have been our affiliate at any time during the
      90 days preceding a sale, and who owns shares within the definition of
“restricted securities” under Rule 144 under the Securities Act that were
      purchased from us, or any affiliate, at least two years previously, is entitled
      to sell such shares under Rule 144(k) without regard to the volume
      limitations, manner of sale provisions, public information requirements or
      notice requirements.





Future
      sales of restricted common stock under Rule 144 or otherwise could
      negatively impact the market price of our common stock. We are unable to
      estimate the number of shares that may be sold in the future by our stockholders
      or the effect, if any, that sales of shares by such stockholders will have
      on
      the market price of our common stock prevailing from time to time. Sales of
      substantial amounts of our common stock by stockholders could adversely affect
      prevailing market prices.





**Holders**





As
      of
      December 31, 2006, we had 86,360,000 shares of common stock issued and
      outstanding held by 29 shareholders of record. Our transfer agent is Holladay
      Stock Transfer, Inc., 2939 N. 67th Place, Suite C, Scottsdale, AZ 85251, and
      phone: (480) 481-3940, fax: (480) 481-3941.





**Dividends**





The
      Company has never declared or paid any cash dividends on its common stock.
      For
      the foreseeable future, the Company intends to retain any earnings to finance
      the development and expansion of its business, and it does not anticipate paying
      any cash dividends on its common stock. Any future determination to pay
      dividends will be at the discretion of the Board of Directors and will be
      dependent upon then existing conditions, including the Company’s financial
      condition and results of operations, capital requirements, contractual
      restrictions, business prospects and other factors that the board of directors
      considers relevant.





**Securities
      Authorized for Issuance Under Equity Compensation Plans**





The
      following table provides the following information as of December 31, 2006,
      for
      equity compensation
      plans previously approved by security holders, as well as those not previously
      approved by security holders:














1.
            The
                number of securities to be issued upon the exercise of outstanding
                options, warrants and rights;


2.
            The
                weighted-average exercise price of the outstanding options, warrants
                and
                rights; and


3.
            Other
                than securities to be issued upon the exercise of the outstanding
                options,
                warrants and rights, the number of securities remaining available
                for
                future issuance under the plan.





Plan
                Category
            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))(a)
            (b)
            (c)Equity
                compensation plans approved by security holders
            -
            -
            -Equity
                compensation plans not approved by security holders
            -
            -
            -Total
            -
            -
            -




**Recent
      Sales of Unregistered Securities**





In
      November 2004, we issued 200,000,000 shares of our Common Stock as founders'
      shares to Robert B. Turner, our sole officer and director at the time of the
      transaction, for cash in the amount of $10,000. We believe that this transaction
      is exempt from the registration provisions of Section 5 of the Securities Act
      as
      such exemption is provided under Section 4(2) because:





1.
            This
                issuance did not involve underwriters, underwriting discounts or
                commissions;





2.
            Restrictive
                legends are placed on all certificates
                issued;





3.
            The
                distribution did not involve general solicitation or advertising;
                and





4.
            The
                distribution was made only to insiders, accredited investors or investors
                who were sophisticated enough to evaluate the risks of the investment.
                All
                sophisticated investors were given access to all information about
                our
                business and the opportunity to ask questions and receive answers
                about
                our business from our management prior to making any investment
                decision.





**Sales
      to Regulation D**





In
      March
      2005, we completed an offering of our common stock to private investors. We
      issued 11,860,000 shares of common stock for cash at $0.0025 per share to 28
      shareholders. The shares bear a restrictive transfer legend. This March 2005
      transaction (a) involved no general solicitation, (b) involved less than 35
      non-accredited purchasers, and (c) relied on a detailed disclosure document
      to
      communicate to the investors all material facts about us, including an audited
      balance sheet and reviewed statements of income, changes in stockholders’ equity
      and cash flows. Each purchaser was given the opportunity to ask questions of
      us.
      Thus, we believe that the offering was exempt from registration under Regulation
      D, Rule 505
      of
      the Securities Act of 1933, as amended.












**Sales
      of Securities**




On
      December 7, 2006, we conducted a private offering of debt securities, whereby
      we
      raised $8,000,000 in debt financing from Vision Opportunity Master Fund, a
      non-affiliated entity. The terms of the Notes provided that they were due on
      or
      before December 7, 2009, bore an interest rate of 5% per annum, payable in
      cash
      quarterly, commencing on March 1, 2007 and on the first business day of each
      subsequent three-month period and contained no prepayment penalty. At any time,
      the Note was convertible into such number of shares of our common stock as
      is
      determined by dividing that portion of the outstanding principal balance under
      the Note as of such date that Vision elects to convert by the conversion price
      of $0.44.




In
      connection with the December 7, 2006 debt offering, Vision was issued warrants
      to purchase up to 9,000,000 shares of our common stock, of which 6,750,000
      warrants are immediately exercisable and the remaining 2,250,000 warrants are
      exercisable following the date that the Note is fully converted or prepaid.
      The
      warrants expire in December 2011.




On
      December 15, 2006, we repurchased 125,500,000 shares of common stock from our
      founder for consideration of $20,000.





On
      March
      16, 2007, the Company issued to Vision 1,750,000 restricted shares of common
      stock in consideration of Vision agreeing to convert the Notes into shares
      of
      common stock prior to the maturity date of the Note. The Note was fully
      converted by Vision on March 19, 2007 into 18,181,818 shares of common stock.
      In
      March 2007, Vision exercised 3,000,000 warrants.





**ITEM
      6. MANAGEMENT’S DISCUSSION AND** **ANALYSIS
      OR PLAN OF OPERATION.**




*Overview*




We
      were
      originally incorporated in the State of Nevada on October 1, 2004, under the
      name Merchandise Creations, Inc. On December 9, 2006, we entered into and closed
      a Limited Assets Purchase Agreement with SysteamUS, Inc., a California
      corporation, pursuant to which we acquired all of SysteamUS’ right, title and
      interest in and to certain of its assets associated with SysteamUS’ security
      business. This intellectual property consists of items such as source codes,
      patents, trade marks, service marks, copy rights, documentation, technical
      specifications and security software. The aggregate purchase price of the
      Purchase Agreement was $5,850,000 in cash. This allocation of the purchase
      price
      is subject to refinement.




As
      a
      result of the Purchase Agreement, our board of directors made a decision to
      change our business focus from merchandising activities toward developing the
      security software purchased from SysteamUS. To reflect the shift in our stated
      business objectives, on December 15, 2006, we filed an amendment to our Articles
      of Incorporation, changing our name from Merchandise Creations, Inc. to
      Intelligentias, Inc. Additionally, we determined that our existing remaining
      inventory was not complementary to expected ongoing operations and should be
      divested. Due to the change in business, year to year comparisons are not
      significant, are not a reliable indicator of future prospects, and accordingly
      are not presented in this annual report.




Our
      business objective is to provide homeland security, data retention and tracking
      software and services to law enforcement agencies, telecommunications companies
      and Internet service providers. We are a development stage company and have
      realized only minimal revenues. In the years ended December 31, 2006 and 2005,
      we did not generate any revenues related to our current business objective.
      Our
      management cannot predict when, if at all, we will begin to generate
      revenues.




*Results
      of Operations - Years ended December 31, 2006 and 2005*




*Selling,
      General and Administrative*













For
      the
      year ended December 31, 2006, selling, general and administrative expenses
      were
      $599,597, consisting mainly of $587,627 of professional fees attributable to
      our
      acquisition of assets from SysteamUS. Other costs of $5,000 and $451 were
      incurred for advertising and commission costs, respectively.




*Amortization*




Amortization
      expense of $130,239 for the year ended December 31, 2006 was recognized as
      a
      result of the acquisition of $5,850,000 in intellectual property from SysteamUS
      and $400,000 in website development costs.




*Other
      Income and Expenses*




For
      the
      year ended December 31, 2006 and from the period from our inception to December
      31, 2006, we recognized interest expense in the amount of $26,301 and $51,852
      in
      amortization expense relative to the warrant and beneficial conversion feature
      associated with the convertible long-term debt. As we continue to pursue our
      data retention and security operations, we may issue additional debt securities
      to provide for our costs of operations. Any further debt issuances will increase
      the amount of interest we expense. In 2006, we recognized $3,733 in interest
      income earned from the $1,000,000 loan made to a related party in
      December.




*Loss
      from Continuing Operations*




Without
      any source of revenues and given that our total operating expenses during the
      year ended December 31, 2006 were $729,836, as well as other expenses of
      $74,420, we incurred a loss from continuing operations of $804,256.




*Discontinued
      Operations*




As
      a
      result of the Purchase Agreement, our board of directors made a decision to
      change our business focus from merchandising activities toward developing the
      security software purchased from SysteamUS and determined that our existing
      remaining inventory was not complementary to expected ongoing operations and
      should be divested. During the year ended December 31, 2006, we recognized
      a net
      loss on discontinued operations in the amount of $24,605, consisting of $19,999
      in advertising costs incurred prior to the Purchase Agreement and $5,158 in
      inventory impairment due to obsolescence offset by $552 in gross profit on
      sales. In the prior year ended December 31, 2005, we realized a net loss from
      discontinued operations of $17,872 consisting of professional fees of $12,692,
      advertising costs of $2,729, commission expenses of $3,531, and general and
      administrative expenses of $4,567, offset by a gain of $5,647.




*Net
      Loss*




Our
      net
      loss for the year ended December 31, 2006 was $828,861, which resulted in a
      net
      loss per share of $0.00. During the year ended December 31, 2005, we incurred
      a
      net loss of $17,872, or $0.00 per share. Our accumulated deficit since inception
      is $849,124.




*Liquidity
      and Capital Resources*




Our
      operating cash outflows were $1,470,258 for the year ended December 31, 2006,
      as
      compared to $7,258 for the year ended December 31, 2005, an increase of
      $1,463,000.   Most of the increase is attributable to the $1,000,000 loan
      to a related party.




Investing
      cash outflows were $6,250,000 for the year ended December 31, 2006 consisting
      entirely of purchases of intangible assets including $5,850,000 in intellectual
      property acquired from SysteamUS in conjunction with the Purchase Agreement
      and
      $400,000 in website development costs.




Financing
      cash inflows totaled $7,980,000 for the year ended December 31, 2006 as compared
      to $29,650 for the year ended December 31, 2005.  In 2006, cash inflows
      consisted primarily of $8,000,000 in













proceeds
      from the convertible long-term debt offset by $20,000 in outflows from the
      repurchase of common stock.




Since
      our
      incorporation, we have raised capital through private sales of our common equity
      and debt securities. In October 2004, we issued 200,000,000 shares of our common
      stock at $0.001 per share to Robert Turner, the then sole officer and director,
      for $10,000. Additionally, in March 2005, we sold an aggregate of 11,860,000
      shares of our common stock to unrelated third parties for cash proceeds of
      $29,650.




On
      December 7, 2006, we conducted a private offering of debt securities, whereby
      we
      raised $8,000,000 in debt financing from Vision Opportunity Master Fund Ltd.,
      a
      non-affiliated entity. The notes are due on or before December 7, 2009, bear
      an
      interest rate of 5% per annum, payable in cash quarterly, commencing on March
      1,
      2007 and on the first business day of each subsequent three-month period and
      contain no prepayment penalty. The Note is secured by our right, title and
      interest in, to and under and all hereinafter acquired accounts receivable,
      personal and fixed property and all general intangibles. At any time, the Note
      is convertible, in whole or in part, at the sole option and discretion of
      Vision, into such number of shares of our common stock as is determined by
      dividing that portion of the outstanding principal balance under the Note as
      of
      such date that Vision elects to convert by the Conversion Price of $0.44,
      provided, however, that the Conversion Price shall be subject to adjustment
      as
      described in the Note. On March 16, 2007, the Company issued to Vision 1,750,000
      restricted shares of common stock in consideration of Vision agreeing to convert
      the Notes into shares of common stock prior to the maturity date of the Note.
      The Note was fully converted by the Investor on March 19, 2007 into 18,181,818
      shares of common stock.




In
      connection with the December 7, 2006 debt offering, Vision was issued warrants
      to purchase up to 9,000,000 shares of our common stock, of which 6,750,000
      warrants are immediately exercisable and the remaining 2,250,000 warrants are
      exercisable following the date that the Note is fully converted or prepaid.
      The
      warrants expire in December 2011. A discount of $8,000,000 was attributed to
      the
      value of the note, which amount is being amortized over a period of 36 months.
      As of December 31, 2006, a total of $51,673 has been amortized and recorded
      as
      interest expense.





In
      March
      2007, Vision exercised 3,000,000 warrants.




In
      order
      to support our planned ongoing operations for the next 12 months, we must
      generate revenue and cash flow. If we do not generate sufficient cash flow
      to
      support our operations over the next 12 months, we may need to raise additional
      capital by issuing additional equity or debt securities in exchange for cash
      in
      order to continue as a going concern. There are no formal or informal agreements
      to obtain such financing. We can not assure you that any financing can be
      obtained or, if obtained, that it will be on reasonable terms. Without
      realization of additional capital, it would be unlikely for us to continue
      as a
      going concern. Our principal accountants have expressed substantial doubt about
      our ability to continue as a going concern because we have limited operations
      and have not fully commenced planned principal operations.





We
      do not
      have any off-balance sheet arrangements. See Summary of Significant Accounting
      Policies in Note 3.





We
      currently do not own any significant plant or equipment that we would seek
      to
      sell in the near future.


We
      have
      not paid for expenses on behalf of any of our directors.


We
      currently do not have any material contracts and/or affiliations with third
      parties.





**ITEM
      7** **.
      FINANCIAL STATEMENTS**





Financial
      information required in response to this Item of Form 10-KSB is set forth at
      pages F-1 to F-11 of this report.












PAGEReport
                of Independent Registered Public Accounting Firm
            F1Balance
                Sheets
            F2Statements
                of Operations
            F3Statement
                of Changes in Stockholders’ Equity
            F4Statements
                of Cash Flows
            F5Notes
                to the Financial Statements
            F6












































**INTELLIGENTIAS,
      INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**





**FINANCIAL
      STATEMENTS**





**DECEMBER
      31, 2006 AND 2005**






























**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





Board
      of
      Directors and Stockholders


Intelligentias,
      Inc.


303
      Twin
      Dolphin Drive, 6 th Floor


Redwood
      City, CA 94101





We
      have
      audited the accompanying balance sheets of Intelligentias, Inc., (formerly
      Merchandise Creations, Inc.) (the “Company”), a development stage company, as of
      December 31, 2006 and 2005, and the related statements of operations,
      stockholders’ equity, and cash flows for the years ended December 31, 2006 and
      2005 with cumulative totals since the Company’s inception, October 1, 2004 for
      the statements of operations, changes in stockholders’ equity and cash flows.
      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 audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audits to obtain reasonable assurance about whether the
      financial statements are free of material misstatement. The Company is not
      required to have, nor were we engaged to perform, an audit of its internal
      control over financial reporting. Our audits included consideration of internal
      control over financial reporting as a basis for designing audit procedures
      that
      are appropriate in the circumstances, but not for the purpose of expressing
      an
      opinion on the effectiveness of the Company’s internal control over financial
      reporting. Accordingly, we express no such opinion. An audit also includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements, assessing the accounting principles used and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audits provide a
      reasonable basis for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Intelligentias, Inc., (formerly
      Merchandise Creations, Inc.) a development stage company, as of December 31,
      2006 and 2005, and the results of its operations and its cash flows for the
      years ended December 31, 2006 and 2005 with cumulative totals since inception,
      October 1, 2004 for the statements of operations, changes in stockholders’
equity and cash flows in conformity with accounting principles generally
      accepted in the United States of America.





The
      accompanying financial statements have been prepared assuming the Company will
      continue as a going concern. As discussed in Note 2 to the financial statements,
      the Company is currently in the development stage. They have incurred losses
      since inception. If the Company fails to generate sufficient cash from
      operations it will need to raise additional equity or borrow additional funds
      to
      achieve its objectives. There is no guarantee the Company will be able to
      generate revenue or raise capital to support current operations. These matters
      raise substantial doubt about the Company’s ability to continue as a going
      concern. Management’s plan in regard to these matters is also described in Note
      2. The financial statements do not include any adjustments that might result
      from the outcome of this uncertainty.





/s/
      BAGELL, JOSEPHS, LEVINE & COMPANY, L.L.C.


Bagell,
      Josephs, Levine & Company, L.L.C.


Gibbsboro,
      NJ 08026





March
      26,
      2007













**INTELLIGENTIAS,
                  INC.****(formerly
                  Merchandise Creations, Inc.)****(A
                  DEVELOPMENT STAGE COMPANY)****BALANCE
                  SHEETS****DECEMBER
                  31, 2006 AND 2005****2006**
              
              **2005****ASSETS**Cash
                  and cash equivalents
              
              $
              270,527
              
              $
              10,785Interest
                  receivable from related party
              
              
              3,733
              
              
              -Due
                  from related party
              
              
              1,000,000
              
              
              -Current
                  assets of discontinued operations
              
              
              -
              
              
              9,048Total
                  current assets
              
              
              1,274,260
              
              
              19,833Intangible
                  assets, net
              
              
              6,119,761
              
              
              -**TOTAL
                  ASSETS**
              
              $
              7,394,021
              
              $
              19,833**LIABILITIES
                  AND STOCKHOLDERS' EQUITY****LIABILITIES**Accounts payable
              
              $
              125,343
              
              $
              -Accrued
                  interest
              
              
              26,301
              
              
              -Convertible long-term debt, net of discount
              
              
              51,852
              
              
              -Current liabilities of discontinued operations
              
              
              19,999
              
              
              446Total
                  current liabilities
              
              
              223,495
              
              
              446Total
                  liabilities
              
              
              223,495
              
              
              446**STOCKHOLDERS'
                  EQUITY**Common stock, $0.0001 par value; 300,000,000 shares authorized;86,360,000 and 211,860,000 shares issued and outstanding
              
              
              8,636
              
              
              21,186Preferred stock, $0.0001 par value; 200,000,000 shares authorized;0 and 0 shares issued and outstanding
              
              
              -
              
              
              -Additional paid-in capital
              
              
              8,011,014
              
              
              18,464Deficit accumulated during the development stage
              
              
              (849,124
              )
              
              (20,263
              )Total
                  stockholders' equity
              
              
              7,170,526
              
              
              19,387**TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY**
              
              $
              7,394,021
              
              $
              19,833







See
      accompanying notes to financial statements.













**INTELLIGENTIAS,
                  INC.****(formerly
                  Merchandise Creations, Inc.)****(A
                  DEVELOPMENT STAGE COMPANY)****STATEMENTS
                  OF OPERATIONS****FOR
                  THE YEARS ENDED DECEMBER 31, 2006 AND 2005****(WITH
                  CUMULATVE TOTALS SINCE INCEPTION)****Cumulative
                  Totals****October
                  1, 2004 through****2006**
              
              **2005**
              
              **December
                  31, 2006****REVENUES**
              
              $
              -
              
              $
              -
              
              $
              -**OPERATING
                  EXPENSES**Selling, general and administrative
              
              
              599,597
              
              
              -
              
              
              599,597Amortization
              
              
              130,239
              
              
              -
              
              
              130,239Total
                  operating expenses
              
              
              729,836
              
              
              -
              
              
              729,836**OPERATING
                  (LOSS)**
              
              
              (729,836
              )
              
              -
              
              
              (729,836
              )**OTHER
                  INCOME (EXPENSE)**Interest expense
              
              
              (78,153
              )
              
              -
              
              
              (78,153
              )Interest income
              
              
              3,733
              
              
              -
              
              
              3,733Total
                  other (expenses)
              
              
              (74,420
              )
              
              -
              
              
              (74,420
              )**LOSS
                  FROM CONTINUING OPERATIONS BEFORE****PROVISION FOR INCOME TAXES**
              
              
              (804,256
              )
              
              -
              
              
              (804,256
              )Provision for income taxes
              
              
              -
              
              
              -
              
              
              -**LOSS
                  FROM CONTINUING OPERATIONS**
              
              
              (804,256
              )
              
              -
              
              
              (804,256
              )**LOSS
                  FROM DISCONTINUED OPERATIONS**
              
              
              (24,605
              )
              
              (17,872
              )
              
              (44,868
              )**NET
                  LOSS APPLICABLE TO COMMON SHARES**
              
              $
              (828,861
              )
              $
              (17,872
              )
              $
              (849,124
              )**NET
                  LOSS PER COMMON SHARE - BASIC & DILUTED:****LOSS PER SHARE - CONTINUING OPERATIONS**
              
              $
              -
              
              $
              -**LOSS PER SHARE - DISCONTINUED OPERATIONS**
              
              
              -
              
              
              -**NET
                  LOSS PER COMMON SHARE**
              
              $
              -
              
              $
              -**WEIGHTED
                  AVERAGE COMMON SHARES OUTSTANDING****BASIC & DILUTED**
              
              
              206,227,123
              
              
              209,390,521






See
      accompanying notes to financial statements.











**INTELLIGENTIAS,
                  INC.****(formerly
                  Merchandise Creations, Inc.)****(A
                  DEVELOPMENT STAGE COMPANY)****STATEMENT
                  OF CHANGES IN STOCKHOLDERS' EQUITY****FROM
                  OCTOBER 1, 2004 (INCEPTION) THROUGH DECEMBER 31,
                  2006****Deficit****Accumulated****During
                  the****Common
                  Stock**
              
              
              
              **Additional**
              
              **Development****Description**
              
              **Shares**
              
              **Amount**
              
              **Paid
                  - In Capital**
              
              **Stage**
              
              **Total**Balance,
                  October 1, 2004
              
              
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Issuance
                  of common stock for cash to Founder
              
              
              200,000,000
              
              
              20,000
              
              
              (10,000
              )
              
              -
              
              
              10,000Net
                  loss for the period October 1, 2004through December 31, 2004
              
              
              -
              
              
              -
              
              
              -
              
              
              (2,391
              )
              
              (2,391
              )**Balance,
                  December 31, 2004**
              
              
              200,000,000
              
              
              20,000
              
              
              (10,000
              )
              
              (2,391
              )
              
              7,609Issuance
                  of common stock for cash
              
              
              11,860,000
              
              
              1,186
              
              
              28,464
              
              
              -
              
              
              29,650Net
                  loss for the year ended December 31, 2005
              
              
              -
              
              
              -
              
              
              -
              
              
              (17,872
              )
              
              (17,872
              )**Balance,
                  December 31, 2005**
              
              
              211,860,000
              
              
              21,186
              
              
              18,464
              
              
              (20,263
              )
              
              19,387Beneficial
                  conversion feature of convertible long-term debt
              
              
              -
              
              
              -
              
              
              4,808,415
              
              
              -
              
              
              4,808,415Warrants
                  issued in conjunction with convertible long-term debt
              
              
              
              
              
              
              
              
              3,191,585
              
              
              
              
              
              3,191,585Repurchase
                  and retirement of common stock
              
              
              (125,500,000
              )
              
              (12,550
              )
              
              (7,450
              )
              
              
              
              
              (20,000
              )Net
                  loss for the year ended December 31, 2006
              
              
              -
              
              
              -
              
              
              -
              
              
              (828,861
              )
              
              (828,861
              )**Balance,
                  December 31, 2006**
              
              
              86,360,000
              
              $
              8,636
              
              $
              8,011,014
              
              $
              (849,124
              )
              $
              7,170,526
 ****







See
      accompanying notes to financial statements.












**INTELLIGENTIAS,
                  INC.****(formerly
                  Merchandise Creations, Inc.)****(A
                  DEVELOPMENT STAGE COMPANY)****STATEMENTS
                  OF CASH FLOWS****FOR
                  THE YEARS ENDED DECEMBER 31, 2006 AND 2005****(WITH
                  CUMULATVE TOTALS SINCE INCEPTION)****Cumulative
                  Totals****October
                  1, 2004 through****2006**
              
              **2005**
              
              **December
                  31, 2006****CASH
                  FLOWS FROM OPERATING ACTIVITIES**Net (loss)
              
              $
              (828,861
              )
              $
              (17,872
              )
              $
              (849,124
              )Adjustments to reconcile net (loss) to net cashused in operating activitiesAmortization
              
              
              130,239
              
              
              -
              
              
              130,239Changes in assets and liabilities:Net assets and liabilities of discontinued operations
              
              
              28,601
              
              
              (7,258
              )
              
              19,999Interest receivable from related party
              
              
              (3,733
              )
              
              -
              
              
              (3,733
              )Receivable from related party
              
              
              (1,000,000
              )
              
              -
              
              
              (1,000,000
              )Accounts payable
              
              
              125,343
              
              
              -
              
              
              125,343Accrued interest
              
              
              26,301
              
              
              -
              
              
              26,301Discount on notes payable
              
              
              51,852
              
              
              -
              
              
              51,852Total adjustments
              
              
              (641,397
              )
              
              (7,258
              )
              
              (649,999
              )Net cash (used in) operating activities
              
              
              (1,470,258
              )
              
              (25,130
              )
              
              (1,499,123
              )**CASH
                  FLOWS FROM INVESTING ACTIVITIES**Acquisitions of intangible assets
              
              
              (6,250,000
              )
              
              -
              
              
              (6,250,000
              )Net cash (used in) investing activities
              
              
              (6,250,000
              )
              
              -
              
              
              (6,250,000
              )**CASH
                  FLOWS FROM FINANCING ACTIVITIES**Proceeds from note payable
              
              
              8,000,000
              
              
              -
              
              
              8,000,000Repurchase of common stock
              
              
              (20,000
              )
              
              -
              
              
              (20,000
              )Issuance of common stock
              
              
              -
              
              
              29,650
              
              
              39,650Net cash provided by financing activities
              
              
              7,980,000
              
              
              29,650
              
              
              8,019,650**NET
                  INCREASE IN CASH**
              
              
              259,742
              
              
              4,520
              
              
              270,527**CASH
                  AND CASH EQUIVALENTS -****BEGINNING OF YEAR**
              
              
              10,785
              
              
              6,265
              
              
              -**CASH
                  AND CASH EQUIVALENTS -****END OF YEAR**
              
              $
              270,527
              
              $
              10,785
              
              $
              270,527**SUPPLEMENTAL
                  SCHEDULE OF CASH****PAID DURING THE YEAR FOR:**Interest
              
              $
              -
              
              $
              -Income taxes
              
              $
              -
              
              $
              -






See
      accompanying notes to financial statements.








INTELLIGENTIAS,
      INC


(formerly
      MERCHANDISE CREATIONS, INC.)


(A
      DEVELOPMENT STAGE COMPANY)


NOTES
      TO
      FINANCIAL STATEMENTS








**NOTE
      1 - BACKGROUND AND BASIS OF PRESENTATION**





Intelligentias,
      Inc. (the “Company”) is a development stage company which was originally
      incorporated in the State of Nevada on October 1, 2004, as Merchandise
      Creations, Inc. as a promotional and marketing company specializing in
      delivering, promoting, and selling custom designed merchandise for bands and
      artists in the music industry (the “Merchandise Distribution
      Business”).





On
      December 7, 2006, the Company entered into a Limited Assets Purchase Agreement
      by and between the Company, SysteamUS, Inc. and Systeam Italy, SpA, whereby
      the
      Company acquired certain intellectual property associated with SysteamUS’
security software for $5,850,000. Concurrently with the purchase, the Company
      discontinued its Merchandise Distribution Business and changed its focus to
      providing homeland security, data retention and tracking software and services
      to law enforcement agencies, telecommunications companies and Internet service
      providers.





On
      December 15, 2006, the Company amended its articles of incorporation to change
      its name from Merchandise Creations, Inc. to Intelligentias, Inc. In accordance
      with Statement of Financial Accounting Standards ("SFAS") No. 144
      "Accounting for the Impairment or Disposal of Long-Lived Assets," the operating
      results and assets and liabilities related to the Merchandise Distribution
      Business have been reflected as discontinued operations in the accompanying
      financial statements. Unless otherwise noted, amounts in these notes to the
      financial statements excluded amounts attributable to discontinued operations.





**NOTE
      2 - GOING CONCERN**





The
      accompanying financial statements have been prepared assuming the Company will
      continue as a going concern.  The Company is in the development stage and
      has incurred losses from continuing operations and operational cash outflows
      since inception, and does not have historical revenues from continuing
      operations. All
      losses accumulated since the inception of business have been considered as
      part
      of development stage activities.





The
      Company’s ability to service its long-term debt, and to fund working capital,
      capital expenditures and business development efforts will depend on its ability
      to generate cash from operating activities which is subject to, among other
      things, its future operating performance, as well as to general economic,
      financial, competitive, legislative, regulatory and other conditions, some
      of
      which may be beyond its control. If the Company fails to generate sufficient
      cash from operations, it will need to raise additional equity or borrow
      additional funds to achieve its objectives. There can be no assurance that
      the
      Company will generate sufficient revenues or that equity or borrowings will
      be
      available or, if available, will be at rates or prices acceptable to the
      Company. These conditions raise substantial doubt about the Company’s ability to
      continue as a going concern. The financial statements do not include any
      adjustments that might result from the outcome of these
      uncertainties.





**NOTE
      3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**




***Development
      Stage Company***





The
      Company is considered to be in the development stage as defined in Statement
      of
      Financial Accounting Standards (SFAS) No. 7, “Accounting and Reporting by
      Development Stage Enterprises”. The Company has devoted substantially all of its
      efforts to business planning and development. Additionally, the Company has
      allocated a substantial portion of its time and investment to bringing its
      product to the market, and to raising capital.















***Use
      of Estimates***


Preparation
      of the financial statements in conformity with accounting principles generally
      accepted in the United States of America requires management to make estimates
      and assumptions that affect the reported amounts of assets and liabilities
      and
      disclosures of contingent assets and liabilities at the date of the financial
      statements and the reported amounts of revenues and expenses during the
      reporting period. Significant estimates have been used by management in
      conjunction with the measurement of the valuation allowance relating to deferred
      tax assets and future cash flows associated with long-lived assets. Actual
      results could differ from those estimates.





***Cash
      and Cash Equivalents***





For
      financial statement presentation purposes, the Company considers short-term,
      highly liquid investments with original maturities of three months or less
      to be
      cash and cash equivalents.





The
      Company maintains cash and cash equivalent balances at financial institutions
      that are insured by the Federal Deposit Insurance Corporation up to $100,000.
      Deposits with these banks may exceed the amount of insurance provided on such
      deposits; however, these deposits typically may be redeemed upon demand and,
      therefore, bear minimal risk.





***Intangible
      Assets***





Intangible
      assets consist of values assigned to intellectual property and Internet website
      development costs. Both the intellectual property and Internet website
      development costs are being amortized on a straight-line basis over their
      estimated economic useful lives of 3 years and are stated at cost less
      accumulated amortization. Intangibles are regularly reviewed for impairment
      to
      determine if facts or circumstances suggest that the carrying value of these
      assets may not be recoverable.





***Contingencies***





The
      Company is not currently a party to any pending or threatened legal proceedings.
      Based on information currently available, management is not aware of any matters
      that would have a material adverse effect on the Company’s financial condition,
      results of operations or cash flows.





***Fair
      Value of Financial Instruments***





The
      carrying amounts of the Company’s financial instruments, including cash and cash
      equivalents, accounts payable, accrued expenses and note payable approximate
      their fair values based on their short-term nature.





***Income
      Taxes***





The
      Company has adopted the provisions of SFAS No. 109, *“Accounting
      for Income Taxes"* which
      requires recognition of deferred tax liabilities and assets for the expected
      future tax consequences of events that have been included in the financial
      statements or tax returns.  Under this method, deferred tax liabilities and
      assets are determined based on the difference between the financial statement
      and tax basis of assets and liabilities using enacted tax rates in effect for
      the year in which the differences are expected to reverse.  A valuation
      allowance is provided for those deferred tax assets for which the related
      benefits will likely not be realized.





***Loss
      per Common Share***





Loss
      per
      common share has been computed using the weighted average number of common
      shares outstanding during each period. Except where the result would be
      anti-dilutive to income from continuing operations, diluted earnings per share
      has been computed assuming the conversion of the convertible long-term debt
      and
      the elimination of the related interest expense, and the exercise of stock
      warrants. For the year ended December 31, 2006, the assumed conversion of
      convertible long-term debt and the exercise of stock warrants are anti-dilutive
      due to the Company’s net loss and were excluded in determining diluted loss per
      share.













***Reclassifications***




Certain
      prior period amounts have been reclassified to conform to current presentation
      to take effect for the disposal of its operating business.




***Advertising
      Costs***





Advertising
      and promotions costs are expensed as incurred. The Company incurred advertising
      costs of $24,999 and $2,729 for the years ended December 31, 2006 and 2005,
      respectively, which have been included in loss from discontinued
      operations.





***Recent
      Accounting Pronouncements***





In
      December 2004, the FASB issued Financial Accounting Standards No. 123 (revised
      2004) (“FAS 123R”), Share-Based Payments, FAS 123R replaces FAS No. 123,
      Accounting for Stock-Based Compensation, and supersedes APB Opinion No. 25,
      Accounting for Stock Issued to Employees. FAS 123R requires compensation
      expense, measured as the fair value at the grant date, related to share-based
      payment transactions to be recognized in the financial statements over the
      period that an employee provides service in exchange for the award. FAS 123R
      is
      effective January 1, 2006. The implementation of this standard did not have
      a
      material impact on the Company’s financial position, results of operations or
      cash flows.





In
      December 2004, FASB issued Financial Accounting Standards No. 153, Exchanges
      of
      Non-monetary Assets, an amendment of APB Opinion No. 29, Accounting for
      Non-monetary Transactions ("FAS 153"). This statement amends APB Opinion 29
      to
      eliminate the exception for non-monetary exchanges of similar productive assets
      and replaces it with a general exception for exchanges of non-monetary assets
      that do not have commercial substance. Under FAS 153, if a non-monetary exchange
      of similar productive assets meets a commercial-substance criterion and fair
      value is determinable, the transaction must be accounted for at fair value
      resulting in recognition of any gain or loss. FAS 153 is effective for
      non-monetary transactions in fiscal periods that begin after June 15, 2005.
      The
      implementation of this standard did not have a material impact on the Company’s
      financial position, results of operations or cash flows.





In
      May 2005, the Financial Accounting Standards Board (“FASB”) issued
      Statement of Financial Accounting Standards (“SFAS”) No. 154, “Accounting
      Changes and Error Corrections”. SFAS No. 154 replaces Accounting Principles
      Board (“APB”) No. 20, “Accounting Changes” and SFAS No. 3, “Reporting
      Accounting Changes in Interim Financial Statements” and establishes
      retrospective application as the required method for reporting a change in
      accounting principle. SFAS No. 154 provides guidance for determining
      whether retrospective application of a change in accounting principle is
      impracticable and for reporting a change when retrospective application is
      impracticable. The reporting of a correction of an error by restating previously
      issued financial statements is also addressed. SFAS No. 154 is effective
      for accounting changes and corrections of errors made in fiscal years beginning
      after December 15, 2005. The adoption of SFAS No. 154 did not have an
      impact on the Company's financial condition or results of
      operations.





In
      February 2006, the Financial Accounting Standards Board (FASB) issued statement
      155, *Accounting
      for Certain Hybrid Financial Instruments - an amendment of FASB Statements
      no.
      133 and 140* . This
      statement resolves issues addressed in Statement 133 Implementation Issue no.
      D1
“Application of Statement 133 to Beneficial Interests in Securitized Financial
      Assets.” This implementation guidance indicated that entities could continue to
      apply guidance related to accounting for beneficial interests in paragraphs
      14
      and 362 of Statement 140, which indicate that any security that can be
      contractually prepaid or otherwise settled in such a way that the holder of
      the
      security would not recover substantially all of its recorded investment should
      be subsequently measured like investments in debt securities classified as
      available for sale or trading, and may not be classified as held to maturity.
      Also, Implementation issue D1 indicated that holders of beneficial interests
      in
      securitized financial assets that are not subject to paragraphs 14 and 362
      of
      Statement 140 are not required to apply Statement 133 to those beneficial
      interests, pending further guidance. Statement 155 eliminates the exemption
      from
      Statement 133 for interests in securitized financial assets. It also allows
      the
      preparer to elect fair value measurement at acquisition, at issuance or when
      a
      previously recognized financial instrument is subject to a remeasurement event.
      SFAS 155 is effective for all financial
      instruments acquired or issued after the beginning of the fiscal year that
      begins after September 15 2006. We do not expect the adoption of this statement
      will have a material impact on our results of operations or financial
      position.














In
      March
      2006, the FASB issued statement 156, *Accounting
      for Servicing of Financial Assets - an amendment of FASB Statement No.
      140* . Under
      statement 140, servicing assets and servicing liabilities are amortized over
      the
      expected period of estimated net servicing income or loss and assessed for
      impairment or increased obligation at each reporting date. This statement
      requires that all separately recognized servicing assets and servicing
      liabilities be initially measured at fair value, if practicable. Subsequent
      measurement of servicing assets and servicing liabilities at fair value is
      permitted, but not required. If derivatives are used to mitigate risks inherent
      in servicing assets and servicing liabilities, those derivatives must be
      accounted for at fair value. Servicing assets and servicing liabilities
      subsequently measured at fair value must be presented separately in the
      statement of financial position and there are additional disclosures for all
      separately recognized servicing assets and servicing liabilities. SFAS 156
      is
      effective for transactions entered into after the first fiscal year that begins
      after September 15 2006. We do not expect the adoption of this statement will
      have a material impact on our results of operations or financial
      position.





In
      September of 2006, the FASB issued SFAS No. 157 “Fair Value Measurements”
(SFAS No. 157). SFAS No. 157 establishes a framework for measuring
      fair value under generally accepted accounting procedures and expands
      disclosures on fair value measurements. This statement applies under previously
      established valuation pronouncements and does not require the changing of any
      fair value measurements, though it may cause some valuation procedures to
      change. Under SFAS No. 157, fair value is established by the price that
      would be received to sell the item or the amount to be paid to transfer the
      liability of the asset as opposed to the price to be paid for the asset or
      received to transfer the liability. Further, it defines fair value as a market
      specific valuation as opposed to an entity specific valuation, though the
      statement does recognize that there may be instances when the low amount of
      market activity for a particular item or liability may challenge an entity’s
      ability to establish a market amount. In the instances that the item is
      restricted, this pronouncement states that the owner of the asset or liability
      should take into consideration what affects the restriction would have if viewed
      from the perspective of the buyer or assumer of the liability. This statement
      is
      effective for all assets valued in financial statements for fiscal years
      beginning after November 15, 2007. The Company is currently evaluating the
      impact of SFAS No. 157 to its financial position and result of operations.





In
      September of 2006, the FASB issued SFAS No. 158 “Employer’s Accounting for
      Defined Benefit Pension and Other Postretirement Plans” (SFAS No. 158).
      SFAS No. 158 requires companies to recognize the funded status of a benefit
      plan (difference between plan assets at fair value and the benefit obligation)
      in the statement of financial position as well as to list in other comprehensive
      income, net of tax, the gains and losses and prior service costs or credit
      that
      were accrued during the financial period but were not recognized as part of
      the
      net periodic benefit cost under SFAS No. 87 “Employer’s Accounting for
      Pension” or SFAS No. 106 “Employer’s Accounting for Postretirement Benefits
      Other Than Pensions”. It also requires all benefit plans (postretirement or
      otherwise) to be valued at the end of each fiscal year. Companies must disclose
      in the notes to financial statements any delayed gain or loss related to net
      periodic benefit cost. SFAS No. 158 is effective for fiscal years ending
      after December 15, 2006 and does not impact the Company's financial
      condition or results of operations.





In
      July
      2006, the FASB issued FASB Interpretation No. 48 “Accounting for Uncertain
      Tax Positions” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty
      in income taxes recognized in an enterprise’s financial statements in accordance
      with FASB Statement No. 109 “Accounting for Income Taxes”. It prescribes a
      recognition threshold and measurement attribute for the financial statement
      recognition and measurement of a tax position taken or expected to be taken
      in a
      tax return. FIN 48 also provides guidance on derecognition, classification,
      interest and penalties, accounting in interim periods, disclosure, and
      transition. FIN 48 is effective for fiscal years beginning after
      December 15, 2006. The Company is currently evaluating the impact of FIN 48
      to its financial position and results of operations.





**NOTE
      4 - INTANGIBLE ASSETS**





Intangible
      assets consist of the cost to acquire certain intellectual property associated
      with Systeam US’ security software for $5,850,000 described in Note 1 and the
      cost to develop the Company’s Internet web site.




Intangible
      assets were as follows at December 31, 2006:










Original
                  Cost
              
              Accumulated
                  Amortization
              
              Carrying
                  Value
              
              Useful
                  Life (Years)Intellectual
                  property
              
              $
              5,850,000
              
              $
              (125,806
              )
              $
              5,724,194
              
              
              3Website
              
              
              400,000
              
              
              (4,433
              )
              
              395,567
              
              
              3Total
                  intangibles
              
              $
              6,250,000
              
              $
              (130,239
              )
              $
              6,119,761
  Amortization
          expense amounted to $130,239 and $0 for the years ended December 31, 2006
          and
          2005, respectively, and is expected to be as follows over the next five
          years:
  Intellectual
                property
              
              
              Website2007
              
              $
              1,950,000
              
              $
              133,3322008
              
              
              1,950,000
              
              
              133,3322009
              
              
              1,824,194
              
              
              128,9032010
              
              
              -
              
              
              -2011
              
              
              -
              
              
              -Total
                  estimated amortization expense
              
              $
              5,724,194
              
              $
              395,567






**NOTE
      5 - CONVERTIBLE LONG-TERM DEBT AND WARRANTS**





On
      December 7, 2006, the Company completed an $8,000,000 private offering of
      convertible long-term debt (the “Notes”). The Notes are due on December 7, 2009,
      bear interest at a rate of 5% per annum, payable in cash beginning on March
      1,
      2007 and on the first business day of each subsequent three-month period and
      contain no prepayment penalty. The Note is secured by the Company’s right, title
      and interest in current and future accounts receivable, personal and fixed
      property and intangibles.





At
      any
      time, the Note is convertible, in whole or in part, at the option of the holder,
      into such number of shares of common stock of the Company as is determined
      by
      dividing that portion of the outstanding principal balance under the Note as
      of
      such date that the holder elects to convert by the conversion price of $0.44,
      provided, however, that the conversion price shall be subject to adjustment
      as
      described in the Note agreement. This Note was converted on March 19, 2007
      (See
      Note 10).





In
      connection with the issuance of the Notes, the Company issued the Note holder
      warrants (the “Warrants”) to purchase up to 9,000,000 shares of the Company’s
      common stock with an exercise price of $0.01, of which 6,750,000 warrants are
      immediately exercisable and the remaining 2,250,000 warrants are exercisable
      following the date that the Note is fully converted or prepaid. The Warrants
      expire in December 2011. The
      Company allocated the $8,000,000 proceeds to the debt and related Warrants
      based
      on their respective fair values. The
      aggregate fair value of the Warrants equals $5,310,000 based on the
      Black-Scholes pricing model using the following assumptions: 5% risk free rate,
      100% volatility and expected life of the warrants of 30 months. This amount
      has
      been recorded as a discount on the Note with an offset to additional paid-in
      capital - warrants in the accompanying balance sheet. The
      Company then computed the effective conversion price of the notes, noting that
      the notes contain a beneficial conversion feature (“BCF”) in accordance with the
      provisions of EITF 98-5, *Accounting
      for Convertible Securities with Beneficial Conversion Features or Contingently
      Adjustable Conversion Ratios* and
      00-27, *Application
      of Issue No. 98-5 to Certain Convertible Instruments* .
       The beneficial conversion feature of $2,690,000 has been recorded as a
      discount on the Note with an offset to additional paid-in capital - BCF in
      the
      accompanying balance sheet. The Warrant and BCF related discounts
      are being
      amortized over a period of 36 months. As of December 31, 2006, a total of
      $51,852 has been amortized and recorded as interest expense. In connection
      with
      the issuance of the Notes, the Company entered into a registration rights
      agreement with the Note holder pursuant to which the Company agreed to file
      a
      registration statement with the Securities and Exchange Commission covering
      the
      resale of the securities underlying the Note and Warrants. In the event that
      the
      Company fails to file a registration statement within 60 days or fails to meet
      specified deadlines with respect to causing the registration statement to be
      declared effective,
      the Company is obligated to pay an amount in cash as liquidated damages equal
      to
      1.5% of the amount of the holder’s initial investment in the Notes up to an
      aggregate of ten percent of the amount of the holder’s initial











investment.
      In accordance with the provisions of EITF 00-19, *Accounting
      for Derivative Financial Instruments Indexed to, and Potentially Settled in,
      a
      Company's Own Stock* ,
      and
      EITF 05-04, *The
      Effect of a Liquidated Damages Clause on a Freestanding Financial Instrument
      Subject to EITF Issue No. 00-19* ,
      (under
      which it elected to consider the warrants and registration rights on a combined
      basis and analyzed under EITF 00-19 consistent with view A of EITF 05-04),
      the
      Company has determined that these securities meet the criteria for
      classification as stockholders’ equity in the accompanying consolidated balance
      sheet since the maximum potential liquidated damages penalty payable by the
      Company in cash is less than a reasonable estimate of the difference in fair
      value between registered and unregistered shares of our common
      stock





**NOTE
      6 - STOCKHOLDERS’ EQUITY**





On
      October 1, 2004, the Company was formed with one class of common stock, par
      value $0.001. The Company was authorized to issue to up 100,000,000 shares
      of
      common stock. On November 14, 2006, the Company amended its articles of
      incorporation to increase the authorized capital stock and decrease par value
      from 100,000,000 shares of common stock, $0.001 par value, to 500,000,000 shares
      of capital stock, $0.0001 par value, consisting of 300,000,000 shares of common
      stock, $0.0001 par value, and 200,000,000 shares of undesignated preferred
      stock, $0.0001 par value.




In
      October 2004, the Company issued 200,000,000 shares of common stock to its
      founder for cash of $10,000.





In
      March
      2005, the Company issued, via a private placement, 11,860,000 shares of its
      common stock for cash of $29,650.





On
      December 11, 2006, the Company effected a 20-for-1 forward stock split of its
      common stock. Par value of the stock decreased from $0.001 per share to $0.0001
      per share. All share and per share amounts have been retroactively restated
      to
      reflect this split.





On
      December 15, 2006, the Company repurchased 125,500,000 of common stock from
      its
      founder for consideration of $20,000 and immediately retired the
      shares.





**NOTE
      7 - PROVISION FOR INCOME TAXES**





Deferred
      income taxes are determined using the liability method for the temporary
      differences between the financial reporting basis and income tax basis of the
      Company’s assets and liabilities. Deferred income taxes will be measured based
      on the tax rates expected to be in effect when the temporary differences are
      included in the Company’s tax return. Deferred tax assets and liabilities are
      recognized based on anticipated future tax consequences attributable to
      differences between financial statement carrying amounts of assets and
      liabilities and their respective tax bases.





At
      December 31, 2006 and 2005, deferred tax assets consist of the
      following:


2006
              
              2005Net
                  operating loss carry forwards
              
              $
              339,649
              
              $
              (7,148
              )Less:
                  valuation allowance
              
              
              (339,649
              )
              
              7,148$
              -
              
              $
              -







At
      December 31, 2006 and 2005, the Company had accumulated deficits during the
      development stage of $849,124 and $20,263, respectively, available to offset
      future taxable income through 2020. The Company established valuation allowances
      equal to the full amount of the deferred tax assets due to the uncertainty
      of
      the utilization of the operating losses in future periods.





The
      Company’s effective tax rate of 0% differs from federal and state statutory
      rates due to the effect of the valuation
      allowance that has been established for all deferred tax
      assets.












**NOTE
      8 - RELATED PARTY TRANSACTIONS**





As
      described in Note 1, “Background and Basis of Presentation”, on December 7,
      2006, certain transactions were effected pursuant to an agreement among the
      Company, SysteamUS, Inc. and Systeam Italy, SpA. In December 2006, the Company
      loaned a total of $1,000,000 to Systeam Italy SpA (the “Systeam Loans”). The
      Systeam Loans bear interest at 7.0% per annum and mature in December 2007.
      Interest income for the year ended December 31, 2006 was $3,733.





In
      the
      first quarter of 2007, the Company obtained debt financing from various related
      parties totaling $600,000 which bears interest at 10% per annum. On the earlier
      of one year or the closing of any future financing all principal and unpaid
      accrued interest on the loans will be immediately payable.





**NOTE
      9 - DISCONTINUED OPERATIONS**





As
      a
      result of the Purchase Agreement, the Company’s board of directors made a
      decision to change the business focus from merchandising activities toward
      developing the security software purchased from SysteamUS and determined that
      the existing remaining inventory was not complementary to expected ongoing
      operations and should be divested. During the year ended December 31, 2006,
      the
      Company recognized a net loss on discontinued operations in the amount of
      $24,605, consisting of $19,999 in advertising costs incurred prior to the
      Purchase Agreement and $5,158 in inventory impairment due to obsolescence,
      offset by $552 in gross profit on sales. In the prior year ended December 31,
      2005, the Company realized a net loss from discontinued operations of $17,872
      consisting of professional fees of $12,692, advertising costs of $2,729,
      commission expenses of $3,531, and general and administrative expenses of
      $4,567, offset by a gain of $5,647.





**NOTE
      10 - SUBSEQUENT EVENTS**





On
      March
      16, 2007, the Company issued to the Noteholder 1,750,000 restricted shares
      of
      common stock in consideration of the holder agreeing to convert the Notes into
      shares of common stock prior to the maturity date of the Note. The Note was
      fully converted by the Investor on March 19, 2007 into 18,181,818 shares of
      common stock.





In
      March
      2007, the Noteholder exercised 3,000,000 warrants.























**ITEM
      8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS** **ON ACCOUNTING AND**


**FINANCIAL
      DISCLOSURE**





We
      have
      had no disagreements with our independent accountants.




**ITEM
      8A. CONTROLS AND PROCEDURES**





The
      Company maintains a set of disclosure controls and procedures designed to ensure
      that information required to be disclosed by the Company in the reports filed
      under the Securities Exchange Act, is recorded, processed, summarized and
      reported within the time periods specified by the SEC’s rules and forms.
      Disclosure controls are also designed with the objective of ensuring that this
      information is accumulated and communicated to the Company’s management,
      including the Company’s chief executive officer and chief financial officer, as
      appropriate, to allow timely decisions regarding required
      disclosure.





Based
      upon their evaluation as of the end of the period covered by this report, the
      Company’s chief executive officer and chief financial officer concluded that,
      the Company’s disclosure controls and procedures are not effective to ensure
      that information required to be included in the Company’s periodic SEC filings
      is recorded, processed, summarized, and reported within the time periods
      specified in the SEC rules and forms.





The
      Company’s board of directors was advised by Bagell, Josephs, Levine &
Company, L.L.C., the Company’s independent registered public accounting firm,
      that during their performance of audit procedures for 2006, Bagell, Josephs,
      Levine & Company, L.L.C. identified a material weakness as defined in Public
      Company Accounting Oversight Board Standard No. 2 in the Company’s internal
      control over financial reporting.





This
      deficiency consisted primarily of inadequate staffing and supervision that
      could
      lead to the untimely identification and resolution of accounting and disclosure
      matters and failure to perform timely and effective reviews. However, the size
      of the Company prevents it from being able to employ sufficient resources to
      enable it to have adequate segregation of duties within its internal control
      system. Management is required to apply its judgment in evaluating the
      cost-benefit relationship of possible controls and procedures.





**ITEM
      8B. OTHER INFORMATION**





None.





**PART
      III**





**ITEM
      9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS** **,
      CONTROL PERSONS AND** **CORPORATE
      GOVERNANCE; COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT**





Our
      Directors are elected by the stockholders to a term of one year and serve until
      their successor is elected and qualified. Each of the officers is appointed
      by
      the Board of Directors to a term of one year and serves until his successor
      is
      duly elected and qualified, or until he is removed from office. The Board of
      Directors has no nominating, audit or compensation committees.





The
      names
      and ages of our directors and executive officers and their positions are as
      follows:





**Name**
            
            **Age**
            
            **Position**Ian
                Rice
            
            67
            
            Chief
                Executive Officer and DirectorLuigi
                Caramico(1)
            
            42
            
            President
                and DirectorMario
                Mené(1)
            
            42
            
            Chief
                Technical Officer and DirectorRobert
                Turner
            
            45
            
            Secretary
                and TreasurerRoyston
                Hoggarth(2)
            
            44
            
            Director













(1)Appointed
                as director on March 16, 2007.(2)Appointed
                as director on April 2, 2007.





**Ian
      Rice,** Chairman
      and Chief Executive Officer: For twenty five years, Ian has been involved in
      the
      funding, development and management of early stage companies. Since November
      1985, he has been a consultant to Sigma Limited S.A., a Swiss investment firm
      that concentrates on development phase technology companies. He was a founder
      of
      Oxley Energy Inc. in December 2003. Oxley is a natural gas exploration and
      production company with assets in Texas and South Africa. Mr. Rice was Chairman
      of Wall Street Strategies Corporation in New York, a distributor of financial
      advice, from June 1999 to November 2000. From June 1997 to August 2001, Mr.
      Rice
      was Chairman of Ikon Ventures an Italian manufacturer of environmentally
      friendly chemicals for the detergent industry. Mr. Rice was a founder and a
      director of the Irish company, Navan Resources PLC, from 1987 until 1993. From
      1979 to 1983, Mr. Rice was President of the Carlton Football Club. Carlton
      won
      the Australian Rules Football Premiership in 1981 and 1982. In 1972, he founded
      Dairy Bell Ice Cream, a national manufacturer and distributor of ice cream
      in
      Australia. He was Chairman until 1980. From 1969 to 1972, Mr. Rice was a major
      franchisee of Kentucky Fried Chicken in Australia. Overall he has had commercial
      experience in twenty-one countries.





**Luigi
      Caramico** ,
      President and Director: From 2003 to 2006 was the President, CEO and Cofounder
      of SysteamUS, Inc. the holding company of Systeam Italy SpA. From 1998 to 2003
      he was Chief Technical Officer and Board Member of Systeam SpA. Luigi has
      expertise in advertising systems, DVD technologies, broadband and digital video
      processing. Luigi successfully patented a VOD video server and a DVD archiving
      system. In 1995 Luigi joined Stream SpA, a leading Italian pay-tv company.
      There
      he was responsible for a joint project with Microsoft for the localization
      and
      implementation of the Microsoft Interactive TV Platform (MiTV) working out
      of
      the Redmond (WA) Microsoft Campus. In 1984, he was co-founder partner and
      technical director of Studio Sistemi Grafici srl, a computer graphics company
      that created onscreen highlights and statistics for the Sunday afternoon Soccer
      games, and other programs for the Italian Broadcasting Company's. (RAI1, La7
      formerly Tele Montecarlo). He was born in 1965 and he is member of IEEE and
      New
      York Academy of Sciences.





**Mario
      Mené** ,
      Chief
      Technical Officer and Director: From 2001 to 2002 Mario was technology advisor
      for Acantho SpA one of the leading IPTV broadband network operators in Italy,
      where he co-created its Business and Operations Plan. From 1999 to 2000, he
      was
      Chief Technology Officer and Board Member of SysteamUS Inc. In 1999 Mario was
      DVB area manager in Systeam, for the design and integration of Digital
      Television Systems. He coordinated Systeam's participation at the European
      pool
      for the delivery of DVD authoring systems to VideoCentro, an Italian based
      company. He designed the satellite platform for the delivery of Digital
      Television services for Stream, the second largest Italian pay-tv operator.
      Additionally Mario participated in the creation of the Conditional Access System
      for Digital Television coordinating the Systeam workgroup in Irdeto/Mindport
      (Netherlands). Mr. Menè was born in 1965 and obtained a degree cum laude in
      Electronic Engineering from the University of Rome "La Sapienza". He was
      Research Assistant at University of Adelaide, Australia and ENEA, the Italian
      National Agency for New Technologies, Energy and Environment.




**Robert
      B. Turner** ,
      Secretary and Treasurer: From 2002 through 2005, Mr. Turner was a co-owner
      of
      Film Creations & Distribution, a partnership with accounts nationwide that
      produces videos for various events in Austin, Texas, where he was in charge
      of
      new product acquisitions and is responsible for the planning and implementation
      of all sales initiatives directed to both wholesale and retail customers. From
      2000 to 2002, he was the Senior Account Manager for Universal Music & Video
      Distribution in Dallas, Texas, where he provided service and support of
      Universal’s products to Blockbuster Entertainment. From 1997 to 2000, Mr. Turner
      was the Southwest Regional Sales Manager for Trimark Pictures in their Dallas,
      Texas office, where he was responsible for the planning and implementation
      of
      all sales activities, directed to both wholesale and retail customers, in the
      southwest states of Texas, New Mexico, Arizona, Utah, Colorado, and Oklahoma.
      Mr. Turner is currently employed by US Food Service.





**Royston
      Hoggarth** ,
      Director: Mr. Hoggarth is currently Chairman of iPSL, a Joint Venture between
      Lloyds, HSBC, Barclays and Unisys where he manages all of the Company’s cheque
      processing operations for the U.K. and Ireland. He is also Chairman of IGM
      Telecom, a Chinese mobile value added service provider specializing in
      delivering mobile instant messaging. Mr. Hoggarth also holds Non-Executive
      Director positions at Intercede PLC and Swyx GmbH. From 2003 through 2004,
      Mr.
      Hoggarth was Chief Executive Officer of Cable & Wireless UK, Europe and U.S.
      From 2001 through 2003, he was Chief Executive Officer of Logica’s International
      business overseeing the Middle East, India, South East Asia, Australia and
      Americas regions for three years after serving as Supervisory Managing Director
      for Logica Mobile Networks. Prior to his tenure at Logica PLC, he held various
      roles at IBM from 1985 through 1996, including General Manager of Retail
      Solutions, Executive Assistant to the Chairman as well as positions in the
      Sales, Engineering, and Research and Development departments.











**Family
      Relationships**





None.





**Board
      Committees**





We
      currently have no audit compensation or nominating committee or other board
      committee performing equivalent functions. Currently, all members of our board
      of directors participate in discussions concerning compensational
      matters.





**Involvement
      in Certain Legal Proceedings**





No
      director, officer, significant employee or consultant has been convicted in
      a
      criminal proceeding, exclusive of traffic violations.





No
      bankruptcy petitions have been filed by or against any business or property
      of
      any director, officer, significant employee or consultant of the Company nor
      has
      any bankruptcy petition been filed against a partnership or business association
      where these persons were general partners or executive officers.





No
      director, officer, significant employee or consultant has been permanently
      or
      temporarily enjoined, barred, suspended or otherwise limited from involvement
      in
      any type of business, securities or banking activities.





No
      director, officer or significant employee has been convicted of violating a
      federal or state securities or commodities law.





**Section
      16(a) Beneficial Ownership Reporting Compliance**





We
      do not
      have securities registered under Section 12 of the Exchange Act and,
      accordingly, our directors, executive officers and affiliates are not required
      to file reports under Section 16(a) of the Exchange Act.





**Code
      of Ethics**





We
      have
      not adopted a Code of Business Conduct and Ethics that applies to our principal
      executive officer, principal financial officer, principal accounting officer
      or
      controller, or persons performing similar functions in that our officers and
      directors serve in all the above capacities.





**ITEM
      10. EXECUTIVE COMPENSATION**





Summary
      Table





The
      following table sets forth, for the three most recent completed fiscal years,
      the cash compensation paid by the Company, as well as certain other compensation
      paid with respect to those years, to the Chief Executive Officer and, to the
      extent  applicable,
      each of the three other most highly compensated executive officers of the
      Company in all capacities in which they served:











Summary
                Compensation TableAnnual
                Compensation
            
            Long-Term
                Compensation-------------------------------
            
            ----------------------------------------------------------Name
                and
              Principal
                Position
            Year
            Salary
                ($)
            Bonus
                ($)
            Other
                Annual Compensation ($)
            Restricted
                Stock Awards ($)
            Securities
                Underlying Options (#)
            LTIP
                Payouts ($)
            All
                Other Compensation ($)Ian
                Rice
            2006
            -
            -
            -
            -
            -
            -
            -





CEO
            2005
            -
            -
            -
            -
            -
            -
            -2004
            -
            -
            -
            -
            -
            -
            -Luigi
                Caramico
            2006
            -
            -
            -
            -
            -
            -
            -President
            2005
            -
            -
            -
            -
            -
            -
            -2004
            -
            -
            -
            -
            -
            -
            -Mario
                Mené
            2006
            -
            -
            -
            -
            -
            -
            -CTO
            2005
            -
            -
            -
            -
            -
            -
            -2004
            -
            -
            -
            -
            -
            -
            -Robert
                Turner
            2006
            -
            -
            -
            -
            -
            -
            -Secretary/Treasurer
            2005
            -
            -
            -
            -
            -
            -
            -2004
            -
            -
            -
            -
            -
            -
            -





**Director
      Compensation**





We
      have
      no formal or informal arrangements or agreements to compensate our directors
      for
      services provided as directors of our company.





**Employment
      Contracts and Officers' Compensation**




Effective
      December 15, 2006, the Company entered into a consultancy agreement with Ian
      Rice in which he agreed to serve as the Chief Executive Officer. Ian Rice also
      agreed to serve, if elected, as the Chairman of the Board of Directors of the
      Company.  Under
      the
      agreement he will receive compensation of approximately $240,000.




We
      have
      no post-termination or change in control obligations.





**Equity
      Awards in 2006**





We
      currently do not have existing or proposed option/SAR grants.





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





**Security
      Ownership of Certain Beneficial Owners and Management**





The
      following table sets forth as of April 5, 2007 certain information regarding
      the
      beneficial ownership of our common stock by:





1.
            Each
                person who is known us to be the beneficial owner of more than 5%
                of the
                common stock,





2.
            Each
                of our directors and executive officers
                and





3.
            All
                of our directors and executive officers as a
                group.





Except
      as
      otherwise indicated, the persons or entities listed below have sole voting
      and
      investment power with respect to all shares of common stock beneficially owned
      by them, except to the extent such power may be shared with a spouse. No change
      in control is currently being contemplated.





Title
                Of Class
            
            Name,
                Title and Address of Beneficial Owner of Shares
            
            Amount
                of Beneficial Ownership
            
            Percent
                of Class(1)




Common
            
            Lusk
                Family Trust
            
            30,700,000
            
            38.35%Common
            
            Vision
                Opportunity Master Fund, Ltd.
            
            32,931,818
            
            32.77%Common
            
            Robert
                B. Turner, Secretary and Treasurer
            
            11,500,000
            
            14.36%Common
            
            Kattegat,
                Ltd.
            
            9,000,000
            
            11.24%Common
            
            Ian
                Rice, Chairman and Chief Executive Officer
            
            4,300,000
            
            5.37%All
                Directors and Officers as a group
            
            15,800,000
            
            15.72%




Notes:





1.
            Percent
                of class is based upon an aggregate of 100,491,818 shares issued
                and
                outstanding as of April 5, 2007.




**Change
      in Control**





No
      arrangements exist that may result in a change of control of Intelligentias,
      Inc.





**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS** **,AND
      DIRECTOR INDEPENDENCE**





In
      November 2004, the Company issued 200,000,000 shares of common stock to Robert
      B. Turner, the then sole officer and director, in exchange for cash in the
      amount of $10,000.




On
      December 7, 2006, we conducted a private offering of debt securities, whereby
      we
      raised $8,000,000 in debt financing from Vision Opportunity Master Fund Ltd.,
      a
      non-affiliated entity. The notes are due on or before December 7, 2009, bear
      an
      interest rate of 5% per annum, payable in cash quarterly, commencing on March
      1,
      2007 and on the first business day of each subsequent three-month period and
      contain no prepayment penalty. At any time, the Note is convertible into such
      number of shares of our common stock as is determined by dividing that portion
      of the outstanding principal balance under the Note as of such date that Vision
      elects to convert by the Conversion Price of $0.44. In connection with the
      December 7, 2006 debt offering, Vision was issued warrants to purchase up to
      9,000,000 shares of our common stock, of which 6,750,000 warrants are
      immediately exercisable and the remaining 2,250,000 warrants are exercisable
      following the date that the Note is fully converted or prepaid. The warrants
      expire in December 2011.





On
      March
      16, 2007, the Company issued to Vision 1,750,000 restricted shares of common
      stock in consideration of the holder agreeing to convert the Notes into shares
      of common stock prior to the maturity date of the Note. The Note was fully
      converted by the Investor on March 19, 2007 into 18,181,818 shares of common
      stock. In March 2007, Vision exercised 3,000,000 warrants.




The
      Board
      of Directors has determined that Royston  Hoggarth  is
      the
      only member of the Board of Directors that qualifies as  an
      independent director under NASDAQ’s definition of independence.





**ITEM
      13. EXHIBITS**





**Exhibit
                Number**
            **Name
                and/or Identification of Exhibit**2
            Plan
                of Purchase, Sale, Reorganization, Arrangement, Liquidation or
                Successiona.
                Limited Assets Purchase Agreement(1)3
            Articles
                of Incorporation & By-Lawsa.
                Articles of Incorporation filed on October 1, 2004(2)








b.
                Amendment to Articles of Incorporation filed on December 15, 2006(3)c.
                Bylaws adopted on October 5, 2004(2)10
            Material
                Contractsa.
                Note and Warrant Purchase Agreement(5)b.
                Letter Agreement(5)c.
                Form of Convertible Note(5)d.
                Registration Rights Agreement(5)e.
                Escrow Agreement(4)f.
                Form of Series A Warrant(5)g.
                Note Conversion Letter Agreement(6)31
            Rule
                13a-14(a)/15d-14(a) Certifications32
            Certification
                under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section
                1350)Notes:(1)
            Incorporated
                by reference herein filed as an exhibit to the Current Report on
                Form 8-K,
                previously filed on December 14, 2006.(2)
            Incorporated
                by reference herein filed as an exhibit to the Registration Statement
                on
                Form SB-2, as amended, initially filed with the SEC on March 29,
                2005.(3)
            Incorporated
                by reference herein filed as an exhibit to the Current Report on
                Form 8-K,
                previously filed with the SEC on December 21, 2006.(4)
            Incorporated
                by reference herein filed as an exhibit to the Current Report on
                Form 8-K,
                previously filed on December 12, 2006.(5)
            Incorporated
                by reference herein filed as an exhibit to the Current Report on
                Form 8-K,
                previously filed on December 19, 2006.(6)
            Incorporated
                by reference herein filed as an exhibit to the Current Report on
                Form 8-K,
                previously filed on March 21, 2007.





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





The
      following table sets forth fees billed to us by our independent auditors for
      the
      years ended December
      31, 2006 and December
      31, 2005 for (i)
      services rendered for the audit of our annual financial statements and the
      review of our quarterly financial statements, (ii) services rendered that are
      reasonably related to the performance of the audit or review of our financial
      statements that are not reported as Audit Fees, and (iii) services rendered
      in
      connection with tax preparation, compliance, advice and assistance.





SERVICES
            2006
            2005Audit
                fees
            $7,273.75
            $3,250.00Audit-related
                fees
            101.25
            476.25Tax
                fees
            275.00
            250.00All
                other fees
            -
            -**Total
                fees**
            $7,650.00
            $3,976.25













**SIGNATURES**





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





Dated:
      April 13, 2007 INTELLIGENTIAS,
      INC.





By:
            /s/ Ian
                RiceIan RiceChief Executive Officer and Chairman of the Board of
                Directors(principal executive officer)By:
            /s/ Robert
                TurnerRobert TurnerSecretary and Treasurer(principal financial and accounting
                officer)





In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the registrant and in the capacities and on
      the
      dates indicated.





INTELLIGENTIAS,
                INC.Signature
            Title
            Date/s/
                Ian Rice
            Chief
                Executive Officer and
            April
                13, 2007Ian
                Rice
            Chairman
                of the Board of Directors(Principal
                Executive Officer)/s/
                Luigi Caramico
            President
                and Director
            April
                13, 2007Luigi
                Caramico/s/
                Mario Mené
            Chief
                Technology Officer and Director
            April
                13, 2007Mario
                Mené/s/
                Robert Turner
            Secretary
                and Treasurer
            April
                13, 2007Robert
                Turner
            (Principal
                Financial and Accounting Officer)/s/
                Royston Hoggarth
            Director
            April
                13, 2007Royston
                Hoggarth