U.S.
      Securities and Exchange Commission


Washington,
      D.C. 20549





**FORM
      10-KSB**





(Mark
      One)


x
      ANNUAL REPORT UNDER
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For
      the
      fiscal year ended December 31, 2007.


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


For
      the
      transition period from _____ to
      _____


Commission
      file number




NNRF,
      INC.


(Name
      of
      Small Business Issuer in its Charter)


Nevada
              
              98-0216309(State
                  of Incorporation)
              
              (IRS
                  Employer Identification No.)1574
                  Gulf Rd., #242, Point Roberts, WA
              
              98281(Address
                  of principal executive offices)
              
              (Zip
                  Code)




Issuer’s
      telephone number ( 604 ) 943 - 0706




Securities
      Registered Pursuant of Section 12(b) of the Act: None





Securities
      Registered Pursuant of Section 12(g) of the Act: Common Stock, $0.001 Par
      Value





Indicate
      by check mark of the registrant is not required to file reports pursuant to
      Section 13 or 15(d) of the Act. Yes o No x





Indicate
      by check mark whether the issuer (1) filed all reports required to be filed
      by
      Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
      12 months (or for such shorter period that the registrant was required to file
      such reports), and (2) has been subject to such filing requirements for the
      past
      90 days. Yes x No o





Indicate
      by check mark if disclosure of delinquent filers in response to Item 405 of
      Regulation S-K (229.405)is not contained herein, and will not 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-K or any
      amendment of this Form 10-K. o





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





State
      the
      aggregate market value of voting stock held by non-affiliates computed by
      reference to the price at which the common equity was sold, or the average
      bid
      and asked price of such common equity, as of a specified date within the past
      60
      days. $23,587,107 (based upon $0.66 per share as of April 8, 2008).





State
      the
      number of shares outstanding of each of the issuer’s classes of common stock, as
      of the latest practicable date.





Common
      Stock, $0.001 par value, 47,973,240 shares outstanding as of April 8, 2008,
      which includes 669,144 shares held in escrow.





**DOCUMENTS
      INCORPORATED BY REFERENCE**





None.





Transitional
      Small Business Disclosure Format (check one) Yes o No x








**NNRF,
      Inc.**


**FORM
      10-KSB**


**December
      31, 2007**





**TABLE
      OF CONTENTS**


**Page****PART
                  I****ITEM
                  1.**
              
              **Description
                  of Business**
              1**ITEM
                  2.**
              
              **Description
                  of Property**
              10**0ITEM
                  3.**
              
              **Legal
                  Proceedings**
              10**ITEM
                  4.**
              
              **Submission
                  of Matters to a Vote of Security Holders**
              11**PART
                  II****ITEM
                  5.**
              
              **Market
                  for Common Equity, Related Stockholder Matters and Small**
              11**Business
                  Issuer Purchases of Equity Securities****ITEM
                  6.**
              
              **Management's
                  Discussion and Analysis or Plan of Operation**
              16**ITEM
                  7.**
              
              **Financial
                  Statements and Supplementary Data**
              F-1**ITEM
                  8.**
              
              **Changes
                  In and Disagreements With Accounting and Financial
                  Disclosure**
              25**ITEM
                  8A(T)**
              
              **Controls
                  and Procedures**
              25**ITEM
                  8B.**
              
              **Other
                  Information**
              26**PART
                  III****ITEM
                  9.**
              
              **Directors,
                  Executive Officers, Promoters, Control Persons and Corporate**
              26**Governance;
                  Compliance with Section 16(a) of the Exchange Act****ITEM
                  10.**
              
              **Executive
                  Compensation**
              30**ITEM
                  11.**
              
              **Security
                  Ownership of Certain Beneficial Owners and Management and Related
                  Stockholder Matters**
              32**ITEM
                  12.**
              
              **Certain
                  Relationships and Related Transactions and Director
                  Independence**
              33**ITEM
                  13.**
              
              **Exhibits**
              34**ITEM
                  14.**
              
              **Principal
                  Accounting Fees and Services**
              37**SIGNATURES****EXHIBIT
                  INDEX**









**PART
      I**




**Item
      1.** **Description of Business.**





FORWARD-LOOKING
      STATEMENT NOTICE:





Certain
      information included herein contains statements that may be considered
      forward-looking statements within the meaning of Section 27A of the Securities
      Act and Section 21E of the Securities Exchange Act of 1934, or the Exchange
      Act, such as statements relating to plans for product development, product
      placement, capital spending and financing sources. Such forward-looking
      information involves important risks and uncertainties that could significantly
      affect anticipated results in the future and, accordingly, such results may
      differ from those expressed in any forward-looking statements made herein.
      These
      risks and uncertainties include, but are not limited to, relatively limited
      operating history, history of operating losses, the inability to obtain
      additional capital, the failure to successfully expand our operations, the
      legal
      and regulatory requirements related to our industry and the countries within
      which we operate, the inability to enter into strategic partnerships with state
      and private owned entities, the loss of key personnel, adverse economic
      conditions, adverse currency rate fluctuations, the inability to protect our
      proprietary information against unauthorized use by third parties, the control
      of our common stock by our management, the classification of our common stock
      as
“penny stock,” the absence of any right to dividends, the costs associated with
      the issuance of and the rights granted to additional securities, the
      unpredictability of the trading of our common stock and the ability of our
      Board
      of Directors to issue up to 10,000,000 shares, $0.001 par value, of Class A
      and
      Class B preferred stock, collectively.





**Historical
      Summary**





Nucon,
      Inc. was organized on August 25, 2005 under the laws of the State of Nevada.
      On
      May 23, 2006, Stafford Energy, Inc., a Nevada corporation (“Stafford”), acquired
      100% of the issued and outstanding capital stock of Nucon, Inc., a Nevada
      corporation, in exchange for 22,500,000 shares of common stock pursuant to
      that
      certain merger and share exchange agreement (“Merger Agreement”). At the
      closing, Stafford amended its articles of incorporation and changed its name
      to
      Nucon-RF, Inc. (“Nucon”), and its two wholly-owned subsidiaries, Abucco
      Technologies, Inc., a Canadian corporation (“Abucco”), and Stafford Energy
      Canada, Ltd., a Canadian corporation (“Stafford Canada”), became wholly owned
      subsidiaries of Nucon. Nucon, Inc., a Nevada corporation, remains a wholly
      owned
      subsidiary of Nucon. On July 19, 2007, we amended our articles of incorporation
      to change our name to “NNRF, Inc.”.





As
      the
      shares of Stafford common stock issued to Nucon shareholders in the merger
      transaction represented a controlling interest, the transaction has been
      accounted for as a recapitalization, or reverse merger, with Nucon being
      considered the acquirer. The recapitalization has been accounted for at
      historical cost.





Abucco
      Technologies Inc. and Stafford Energy Canada, Ltd have been inactive since
      December 31, 2006. The Company intends to divest itself of, or dissolve, both
      subsidiaries in 2008.





In
      addition to the two foregoing subsidiaries, the Company incorporated OOO
      Nucon-RUS (“Nucon-RUS”), a limited liability company formed under the laws of
      the Russian Federation (“RF”) in 2007. Nucon-RUS is a wholly owned subsidiary of
      Nucon. In January 2007, Nucon became fully accredited to do business in the
      RF
      by the Russian Ministry of Justice.





1




Overview





NNRF
      provides technologies, either owned or licensed, that are intended for use
      in
      nuclear facilities, nuclear and hazardous waste management, and the public
      health sector.





NNRF
      has
      made investments in, and anticipates making further investments in, strategic
      businesses that either operate or intend to operate in the nuclear, automotive
      and aviation industries in Russia. In addition, the Company has, and will
      continue to, either develop and market, or license and market, internationally,
      technologies related to the nuclear industry.   NNRF has invested in
      companies currently operating in the nuclear and automotive industries in Russia
      and has entered into a joint venture with a Russian company, the Engineering
      Center for Nuclear Containers, to design and develop containers for
      transportation and long term storage of high level radioactive waste. Further,
      the Company presently has technologies that it has either licensed or acquired
      in the areas of nuclear safety and remediation, wastewater treatment, and power
      quality. NNRF has, and will continue to, market and either distribute to
      resellers or sell the products and services related to the foregoing
      technologies in various international markets. During 2007, NNRF concentrated
      its international marketing efforts in Europe. NNRF has offices in Moscow,
      Russia and Munich, Germany.





NNRF’s
      has relationships, through its investment in ATOLL (defined below with which
      it
      participates in management decisions), with Rosenergoatom, the operating utility
      of Russia’s nuclear civil facilities; and has direct relationships with
      Atomstroyexport, established by the Russian government to promote the export
      of
      Russian construction, operation and modernization of nuclear power plants
      abroad; the International Center for Environmental Sciences of the Federal
      Agency of Nuclear Energy (“ICES”), an agency that is focused on nuclear waste
      decontamination matters in Russia; the Russian based Engineering Center for
      Nuclear Containers; and Stroikomplektinvest, a construction supply distributor
      serving as NNRF’s marketing partner for power quality equipment in the Republic
      of Tatarstan.




NNRF
      began its operations in November 2005 and has accomplished the initial stages
      of
      its business strategy. With several key strategic alliances established as
      noted
      above, NNRF has the present capability of providing product, technological
      and
      technical service support addressing radioactive waste, wastewater and power
      quality challenges, and energy efficiency, shielding, transport and storage
      requirements, and plant equipment protection. NNRF also has in-house expertise
      in radiological protection and radiological waste management. In addition,
      with
      NNRF’s acquisition of 50% of ZAO Electro Machinery Building Plant ATOLL
      (“ATOLL”), NNRF, via ATOLL, is manufacturing and supplying parts and equipment
      for new and existing nuclear facilities in the RF. In accordance with Russian
      law, 26% of the shares of ATOLL are held and managed by Nucon-RUS, a
      wholly-owned subsidiary of NNRF. The remaining 24% of the shares are held by
      NNRF.





NNRF
      owns, has licensed, or distributes the following technologies:




1.
       FEECOM/BIECOM - is a non-toxic polymer-based shielding material that can
      be molded as needed into various forms, including bricks and plates, containers
      or plaster on fixed walls. This material which encapsulates and shields nuclear
      radiation could replace the toxic lead walls currently used in nuclear reactors
      and x-ray rooms around the world. NNRF previously acquired the FEECOM/BIECOM
      technology from Dr. Hans-Jürgen Engelmann in consideration for options to
      purchase 150,000 shares of common stock, exercisable for a period of ten (10)
      years at $0.75 per share. In addition, Dr. Engelmann will receive a royalty
      equal to 2.5% of the gross revenues relating to the sale of FEECOM/BIECOM to
      third parties. A patent application has been filed with the European Patent
      Office for this technology.




2




2.  Bicoflex -
      is a
      flexible mixture of silicone and bismuth powder material that provides radiation
      shielding. The product can be manufactured in various forms including aprons,
      mats, curtains and garments. Bicoflex is produced by NNRF in Hannover, Germany
      and has been fully tested and proven to effectively block radiation. Quality
      assurance is tested by the Fachhoschule Hannover University of Applied Sciences
      in its special department for radioecology and nuclear safety.





3.  Radseal
      -
      Manufactured in Germany, this radioactive two-part geopolymer has been fully
      tested by a European-based nuclear research center and has been cleared by
      the
      customs department in Russia for importation into Russia. NNRF plans to offer
      Radseal for use as dust suppression in contaminated areas in former nuclear
      facilities in the RF and other international markets.





4.  Trumem
      -
      NNRF has entered into a Cooperation Agreement with ASPECT, a Russian research,
      production and marketing entity engaged in the development, introduction and
      transfer of innovative high-tech technologies and projects, to jointly engage
      in
      the implementation and commercialization of complex technologies and equipment
      of a gradient-porous metal-ceramic membrane known as Trumem. Trumem is a
      high-output, long-lasting, inexpensive and compact purification unit for all
      types of liquid wastes, including radioactive wastes. The principal application
      of Trumem will involve the rehabilitation of water basins which have become
      contaminated with liquid radioactive wastes. NNRF’s Chief Scientific Officer,
      Dr. Valery Lebedev, co-invented Trumem. This technology may provide the basis
      for a technological breakthrough in solving the current problems of radioactive
      liquid wastes. Trumem is patent protected in Russia and the European Union.




To
      accomplish its objectives, NNRF’s strategy consists of the
      following:




·
            Maintain
                and establish further key alliances with government funding agencies
                and
                other international groups responsible for nuclear waste
                remediation;





·
            Enter
                into strategic relationships and acquire an interest in companies
                which
                supply products and services to agencies responsible for nuclear
                markets;
                and





·
            Identify,
                develop and acquire innovative, proprietary technologies which have
                international environmental and economic
                applications.





**Acquisition
      of 50% of ATOLL**





In
      March
      2007, NNRF completed the acquisition of 50% of the issued and outstanding stock
      of ATOLL, a private joint stock Russian company. NNRF owns 24% of ATOLL and
      Nucon-RUS, a wholly-owned subsidiary of NNRF, owns 26% of ATOLL. In November
      2007, two members of NNRF management were appointed to the board of directors
      of
      ATOLL. Additionally, the Director of Strategic Development of ATOLL, has taken
      a
      management position with NNRF assisting in overseeing operations in Russia.





ATOLL’s
      headquarters are located in Moscow, Russia, and its production facilities are
      located in St. Petersburg, Moscow, and near the city of Kirov, Russia. ATOLL
      is
      a manufacturer and supplier of spare parts for existing nuclear power plants,
      products for the modernization of nuclear power plants. and equipment for
      facilities currently under construction, among other things.




3




The
      original terms of the acquisition agreement with ATOLL provided that NNRF pay
      $4,290,000 to ATOLL and issue ATOLL 2,000,000 shares of NNRF common stock.
      The
      original agreement was subsequently modified to reflect the following: (i)
      two
      closings, the first of which was completed in the fourth quarter of 2006 when
      NNRF paid $1,166,250 in consideration for 13.25% of the issued and outstanding
      capital stock of ATOLL, and the second of which occurred in March 2007 and
      consisted of NNRF acquiring an additional 36.75% of ATOLL for $1,000,000 and
      the
      issuance of 4,000,000 shares of common stock; and (ii) certain real estate
      interests of ATOLL were spun-out of ATOLL for the benefit of ATOLL stockholders,
      not including NNRF. As a result, NNRF has no real estate holdings, either on
      its
      own or through its 50% ownership in ATOLL. In the future, NNRF will provide
      ATOLL the sum of $2,000,000 for the purchase of new equipment to meet expected
      increases in demand for ATOLL products.





The
      primary purchaser of equipment for nuclear power plants in Russia is
      Rosenergoatom, with whom ATOLL has an established relationship to provide
      technologies, services and equipment as discussed below.





During
      the third and fourth quarter of 2007, ATOLL moved a portion of its production
      facilities from St. Petersburg into a facility owned by Velcont located in
      the
      Kirov region of Russia. This relocation is intended to improve production
      efficiencies and reduce overall production costs. The Kirov region is more
      closely located to customers and material suppliers than St. Petersburg,
      Russia.





The
      business model of ATOLL is to supply spare parts for existing nuclear power
      plants, supply products for the modernization of nuclear power plants, supply
      equipment for facilities currently under construction, and supply its storage
      container products to the Federal dry storage facility currently under
      construction in Zelesnogorsk, Krasnoyarsk region in Siberia. The Chief
      Scientific Officer of NNRF, Professor Dr. Valery Lebedev, from 1989-1999 was
      the
      General Director of the Mining Chemical Combine in Zelesnogorsk, in which the
      dry storage facility will become a separate business unit, served as the Deputy
      Minister of the Ministry of Atomic Energy (1999-2002), and formerly served
      as an
      advisor to the Minister of Atomic Energy of the RF.





The
      ATOLL
      manufacturing process utilizes advanced computer numerically controlled (“CNC”)
      machinery. The products manufactured at the ATOLL facility include spare parts
      for the entire nuclear cycle, including spare parts and mechanisms for nuclear
      power plants, and handling equipment for nuclear waste containers designed
      for
      long term storage of radioactive wastes and spent fuel. The foregoing
      manufacturing capabilities have applicability in the foreign markets of China
      and India, among other countries utilizing Russian designed nuclear
      reactors.





ATOLL
      has
      approximately 120 employees consisting of engineers, nuclear industry
      specialists, technical experts in nuclear equipment design and construction,
      and
      skilled manufacturing operators of CNC based machinery. The technical level
      of
      the ATOLL employee base has established ATOLL as a designated supplier to
      facilities operated by Rosenergoatom, the operator of all 31 nuclear reactors
      in
      the RF.





ATOLL
      has
      its own construction design division and develops all of its own drawings and
      technical specifications for the manufacturing cycle. ATOLL has established
      its
      production as the technical standard for spare parts and mechanisms for the
      WWER-440 and WWER-1000 nuclear reactors presently in operation and under
      construction in both the RF and certain foreign markets. The drawings and
      technical specifications for the spare parts and mechanisms of the foregoing
      nuclear reactors are the proprietary intellectual property of
      ATOLL.




4




ATOLL
      has
      existing and prior foreign trade contracts with operators of nuclear power
      plants outside of the RF (e.g., Ukraine and Bulgaria), and exports spare parts
      for WWER-440 and WWER-1000 nuclear reactors to each of these countries. ATOLL
      also has technical support and production capacity to support sales to other
      export markets. NNRF believes that marketing opportunities exist which may
      result in increases in sales to these foreign markets and other markets. The
      WWER-440 and WWER-1000 nuclear reactors are the latest designs from Russia.





The
      WWER-440 and WWER-1000 nuclear reactors, similar to all reactors worldwide,
      require continuous replacement of their operating parts due to strict safety
      standards established by the nuclear industry. Government mandated requirements
      establish consistent and long term contracts for the production output of ATOLL
      in the RF, existing foreign markets and, potentially, future markets such as
      China and India. ATOLL currently has booked advance sales through the year
      2010.





NNRF
      believes the ATOLL acquisition offers opportunities for cash dividends and
      opens
      up future market opportunities for the technical innovations, acquired and
      licensed technologies, and further acquisitions currently in the due diligence
      phase or under investigation by NNRF There can be no assurance that ATOLL will
      operate profitably.




**Acquisition
      of 25.5% of JSC Electroprivod and Velcont**





NNRF
      has
      executed agreements and has commenced the acquisition of 25.5% of JSC
      Electroprivod and 25.5% of Velcont for the collective sum of $8,000,000. Each
      of
      the acquisitions will be made together with management of ATOLL, who will
      purchase an equal share of JSC Electroprivod and Velcont, and collectively
      the
      parties will own 51% of each entity upon the closing. To date, NNRF has acquired
      3.3% of Velcont in consideration for $525,000.





Velcont
      is located in the city of Kirov-Chepetsk, Russia, and JSC Electroprivod is
      located in the city of Kirov, Russia. JSC Electroprivod intends to relocate
      certain aspects of its manufacturing to the Velcont facility. This relocation
      is
      intended to result in higher levels of efficiency and may result in substantial
      cost savings.





Velcont
      is fully licensed by the Federal Ministry of Atomic Energy of the Russian
      Federation (“Minatom”) for the production of nuclear power plant equipment and
      holds other licenses for the production of equipment and microelectronics for
      the aeronautical and automotive industries. Presently, Velcont has approximately
      500,000 square feet of production facilities and employs approximately 1,200
      skilled workers.





JSC
      Electroprivod is a scientific and technical complex and a leading designer
      of
      micro-electronic equipment in the RF and is licensed by the Federal Ministry
      of
      Nuclear Energy of the RF and other federal ministries. Over the last 50 years,
      JSC Electroprivod has designed and developed over 1,500 products used in the
      Russian and the CIS aeronautical and automotive industries. More than 200 of
      these items are currently being manufactured at factories in the cities of
      Kirov, Kirovo-Chepetsk, Kizlyar, Kursk, Saratov and Tyumen.


****


**Alliances
      and Strategic Partnerships**





In
      addition to the ATOLL 50% acquisition, and the ongoing acquisition of interests
      in JSC Electroprivod and Velcont, since its inception, NNRF has focused on
      procuring key strategic partnerships and alliances principally in the RF and
      acquiring or licensing key technologies. A description of the current alliances
      and strategic partnerships of NNRF follows.





5




*Rosenergoatom*





NNRF
      has
      a working relationship with Rosenergoatom to co-lead an international consortium
      (“Consortium”) of European and Russian companies to provide equipment,
      technologies and services to Rosenergoatom. This working relationship is
      anticipated to be evidenced by a definitive agreement in the future upon further
      advancements of the Russian state entity, Atomprom, which controls all energy
      generating nuclear facilities in Russia.





Rosenergoatom
      is the operating utility of all nuclear power plants in the RF and is
      responsible for insuring nuclear and radiation safety in all phases of nuclear
      power plant operations in compliance with RF legislation as well as providing
      scientific and technical support. Rosenergoatom operates all ten (10)
      state-owned RF nuclear power plants consisting of 31 reactor
      units representing approximately 23,242-MW of installed electrical
      capacity. The foregoing represents approximately 18% of the RF power
      grid.





Increasing
      demands on technical safety regulations and radiation protection standards
      at
      the Russian nuclear energy facilities has caused ever increasing demands on
      equipment, plants and technologies for the construction, modernization and
      operation of the facilities operated by Rosenergoatom.





*Atomstroyexport*





Atomstroyexport
      (“ASE”) was established in 1998 by the Ministry of the Russian Federation for
      Atomic Energy in order to promote the export of Russian-made products for
      nuclear power projects abroad. ASE was created upon the merger of
      "Atomenergoexport" and "Zarubezhatomenergostroy." In the 25 years prior to
      the
      merger, the two Russian companies worked with foreign countries in the
      construction, operation and modernization of nuclear power plants.





ASE
      possesses the experience and engineering capabilities to operate in the global
      market. The nuclear power plants built for its customers in the former Soviet
      Union (“FSU”), China, India and other countries constitute a future market for
      NNRF technologies and services. The latest projects of ASE include construction
      of two nuclear power units (2000 MW total) in China, two nuclear power units
      of
      similar capacity in India, as well as other activities in Eastern Europe. There
      can be no assurance that NNRF and ASE will enter into a joint cooperation
      agreement for the Indian, and East European markets.





*Engineering
      Center for Nuclear Containers (ECNC)*





ECNC
      is a
      Moscow and St. Petersburg based company that designs and manufactures containers
      for the long term storage of nuclear and other types of waste. ECNC has worked
      with Minatom and provides waste storage containers fully licensed for the
      storage of radioactive and toxic waste.





*International
      Center for Environmental Sciences (ICES)*





ICES
      is
      located in Moscow and is a Russian State agency dealing with ecological security
      and environmental matters related to the handling (including transportation
      and
      storage) of radioactive and toxic waste in Russia. ICES is also actively
      involved in environmental issues concerning the dismantling of Russian nuclear
      powered submarines.





6


*TPA,
      Ltd.*





During
      2007, TPA became a department of Atomenergomash a Russian state entity. As
      a
      result of the restructuring of TPA, the relationship between the Company and
      TPA
      was terminated.




**Products
      and Technologies**




*FEECOM/BIECOM*





FEECOM/BIECOM
      is a polymer with a metal blocker additive which NNRF believes provides new
      methods in providing radiation safety. A distinctive feature of this new
      material is that it is possible to modify its protection and construction
      properties in different ways based upon the demands of each application. The
      shielding material also surpasses steel in withstanding corrosion attacks and
      can be modified with the same structural integrity as steel to be used as a
      construction material. The shielding materials are not toxic, can be
      manufactured in an environmentally friendly manner, and have excellent thermal
      stability.





The
      moldable nature of the new shielding material provides a significant number
      of
      applications for many general shielding devices. Variations in mould
      configurations for the product include bricks and plates, containers and plaster
      on fixed walls.





On
      March
      1, 2007, NNRF retained Fachhochschule Hannover (a German testing facility)
      to
      undertake the following independent tests on FEECOM/BIECOM: tensile tests;
      pressure tests; notched-bar impact-binding-tests; 240 hour salt spray tests
      as
      corrosion tests; determination of flash point; determination of combustibility;
      resistance to leaching in weak acid, in weak alkalis, and in normal tap water;
      sorption ability; and gas diffusion hydrogen. The purpose of the foregoing
      tests
      is to provide further independent determination of the efficacy and multi-uses
      of FEECOM/BIECOM.




NNRF
      is
      establishing a sale and marketing office in Lower Saxony (Germany). On May
      1,
      2007, NNRF retained Klaus Rose to serve as the sales and marketing manager
      of
      the Company’s shielding, decommissioning and recycling technology portfolio
      (i.e., FEECOM/BIECOM) to nuclear facilities and multi-national nuclear service
      companies. Mr. Rose has extensive experience in the nuclear shielding materials
      field. Mr. Rose’s consulting firm, RCE Rose Consulting & Engineering
      (“RCE”), has provided various on-site radiological shielding solutions,
      including dosimetry services, as well as nuclear power plant safety training
      programs to nuclear utility companies in the European Union. These companies
      include British Nuclear Fuel Corporation, Risley, U.K., Siemens KWU, Erlangen,
      ENSA, Santander, Spain and others. Prior to founding RCE, Mr. Rose held advanced
      positions at several European companies manufacturing products for use in
      nuclear power plants. Mr. Rose served in the capacities of project engineer,
      radiation protection officer, and marketing and sales manager while working
      at
      NOELL GmbH, NUKEM Group and VOEST ALPINE mce.





Dr.
      Engelmann, who serves as our Director of Project and Sales Division - Shielding
      and Encapsulation EU, will provide technical assistance to Mr. Rose. The goal
      for this marketing office in Western Europe is the development of new
      modifications of the shielding material, with a particular focus on applications
      targeted for German governmental funding from the State of Lower Saxony for
      further research and development, and manufacturing anticipated to be
      established in Lower Saxony, Germany.





7





*Bicoflex*





Bicoflex,
      formulated by NNRF, is a flexible mixture of silicone and bismuth powder
      material that provides radiation shielding. The product can be manufactured
      in
      various forms including aprons, mats, curtains and garments. Bicoflex is
      manufactured in Germany and has been fully tested and proven to effectively
      block radiation. In addition, in curtain form, the product can be used in
      geometrically challenging situations where FEECOM/BIECOM cannot be effectively
      used as a radiation blocker.





*Radseal*





Radseal
      is a radioactive two-part geopolymer that can be used for the containment and
      encapsulation of radioactive dust, radioactive sludge, broken fuel assembly
      elements and highly radioactive fuel pieces, and for general containment on
      radioactive floors and walls. Such containment, once complete, increases the
      safety for construction personnel to perform decontamination services. NNRF
      anticipates delivering an initial shipment of Radseal to Russia during 2008
      for
      field and demonstration testing in cooperation with ICES.





*Radioactive
      Waste Containers*





NNRF
      has
      entered into a joint venture agreement with Moscow-based Engineering Center
      for
      Nuclear Containers (“ECNC”) to design, develop and market containers which will
      hold high level radioactive waste generated by nuclear power plants and other
      radioactive waste producing operations. This joint venture is planned to be
      named the Nuclear Container Corporation (“NCC”). NNRF will own 50% of NCC. The
      goal at the conclusion of the design and development process will be the
      certification of the containers by the Russian Federal
      Service on Environmental, Technology and Nuclear Control
      Rostechnadzor for use
      in the RF and internationally. This certification will be conducted under the
      aegis of the International Atomic Energy Agency (“IAEA”). ECNC currently
      supplies containers in Russia which are designed for other radioactive
      waste.




*ASPECT*





In
      April
      2007, Nucon entered into an agreement with ASPECT, a Russian research,
      production and marketing center that develops, introduces and transfers
      innovative high-tech technologies and projects. ASPECT is the official managing
      company in the development of international and Russian environmental projects
      for the Federal Ministry of Nuclear Energy of the Russian Federation and
      Rosenergoatom, the operator of all Russian nuclear reactors, and includes the
      participation of all companies in the nuclear industry within the RF. ASPECT
      has
      decades of experience as a contractor in improving systems for the handling
      of
      radioactive waste and recycling at sites of the Federal Ministry of Nuclear
      Energy.





The
      agreement between ASPECT and NNRF is to engage in joint efforts to incorporate
      complex technologies and equipment in the form of a gradient-porous
      metal-ceramic membrane known as Trumem. NNRF will be responsible for
      establishing global strategic alliances to introduce and market the Trumem
      technology internationally.





*EP
      Waveform Correction Absorber*





The
      EP
      Waveform Correction Absorber is a high quality transient voltage surge
      suppression (“TVSS”) and high frequency noise filtering modular technology that
      is manufactured in the United States. The TVSS technology filters damaging
      power
      pollution being used by electrical equipment, thereby lowering operating costs
      and downtime and increasing productivity.





8




Poor
      power quality involves pollution on electrical lines resulting from high
      frequency induced electrical noise, switching transients, and nonlinear and
      unbalanced load reflections. Power surges, both voltage and current, are
      occurring continually in today’s power systems. Power surges may occur
      naturally, such as from lighting and static electricity, or are manmade, such
      as
      inductive surges from motors, transformers, solenoids, etc. This poor power
      quality can reduce operating efficiency and create excess heat that displaces
      normal power distribution and output. This in turn causes electrical systems
      and
      equipment to deteriorate and to malfunction, and is critical in microprocessor
      based manufacturing industries.





NNRF
      intends to market this product in Russia to users of expensive electrical
      equipment such as high output office printers, CT scanners, robots, offices
      with
      multiple computer installations and other users where power surges cause
      significant damage or pose significant danger to operations.





*Fire
      Resistant Cable - Fireproof Swelling Cable Cover*





Fire
      resistant cable and fireproof swelling cable cover technology is for use in
      nuclear and fossil fuel power plants and other high-impact utility industry
      applications. When exposed to fire and/or extreme heat, the
      cable expands and blocks off all connections through the chases where the
      cables go from room to room. The technology allows the electrical cable to
      withstand temperatures up to 1100 Celsius for 45 minutes and prevents the spread
      of fire which is critical in all power generation facilities. The fireproof
      swelling cable cover is non-toxic with high adhesive properties and has been
      approved for use by the fire authorities in Russia and is fully licensed. The
      proven technology has immediate applications in the nuclear power plants of
      Rosenergoatom and Atomstroyexport and other facilities in the RF.





NNRF
      has
      concluded negotiations to acquire this technology subject to completion of
      due
      diligence by NNRF which is expected to be completed in the last half of 2008.
      Representatives from Nucon-RUS will be meeting with management of Seversk
      (formerly known as Tomsk-7), Ministry of the Russian Federation for Atomic
      Energy, Russian Research Institute of Organic Materials, Bochvar Institute
      to
      finalize the terms of the agreement.




*Tri-Ion
      - Wasser Technik*





On
      December 12, 2005, NNRF entered into an agreement with the German company,
      Tri-Ion -Wasser Technik (“Tri-Ion”) to represent it in the RF. Tri-Ion
      specializes in cleaning water which contains heavy metals and other isotopes,
      and is licensed to operate in the food industry. The Russian industrial partner
      for hardware and pumps is Hydromshservice. NNRF intends to market Tri-Ion’s
      technologies and engineering services within the Russian and Ukrainian
      Vodokanals.





Tri-Ion
      specializes in cleaning water which contains heavy metals and other isotopes.
      It
      is licensed and permitted to work in the food industry. NNRF will receive
      approximately 15% of the revenues in consideration for these services. Tri-Ion
      is currently providing water cleaning services in Europe and South
      America.




9




**COMPETITION**





NNRF’s
      technologies may be subject to significantly greater competition from other
      companies, many of which have far greater intellectual, financial, marketing
      and
      other resources than NNRF. Other technologies may be developed that are superior
      or less expensive than those owned or licensed by NNRF. Alliances and
      partnerships may be subject to change.





**GOVERNMENT
      APPROVAL AND GOVERNMENT REGULATIONS**





The
      Company is required to comply with the following environmental regulations,
      presently consisting of (i) the Federal Nuclear and Radiation Safety Authority
      of the Russian Federation with respect to the Russian Federation, (ii) the
      EURATOM Treaty with respect to all European Union member countries, and (iii)
      the U.S. Nuclear Regulatory Commission Regulations Title 10, Code of Federal
      Regulations with respect to U.S. matters, the latter of which will apply only
      upon the placement of the Company’s products in the U.S., which is not
      applicable at this time. Each of the foregoing regulations generally requires
      testing and certification of the Company’s products by an independent third
      party prior to placement in nuclear or other facilities. In the event our
      products are not tested on a timely basis, or we experience a delay in
      receiving, or fail to receive, the necessary certifications, government
      approvals, permits, consents and clearances, our business and results of
      operations may be adversely affected. There can be no assurance that we will
      receive each of the foregoing on a timely basis.





At
      the
      present time, no further governmental approvals are required for the operation
      of our business. From time to time we do expect that we will have to obtain
      custom and other clearances to offer certain of our products and services in
      countries that we have not previously operated within.




**COSTS
      AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS**





The
      costs
      and effects of compliance with environmental laws are not anticipated to prevent
      the Company from achieving its business objectives nor have a materially adverse
      effect on its results of operations.





**EMPLOYEES**





We
      employ
      five (5) full-time employees and one
      (1) part time employee in our Moscow, Russia office, three (3) employees in
      Germany, and two (2) employees in North America. In addition, the Company
      utilizes a total of seven (7) consultants. The consultants provide public
      relation services, merger and acquisition advisory services, business
      development services, legal services, corporate and media awareness services,
      investment banking services, and sales and marketing services.





**Item
      2.**  **Description of Property.**





We
      lease
      approximately 800 square feet of office space in Moscow, Russia, located at 117393Moscow,
      20 Architect Vlassov’s st .
      The
      monthly lease rate is approximately $6,000 and the lease has a term of
      12-months, expiring on March 1, 2009.





We
      lease
      executive office space in Munich, Germany, located at Theresienstrasse 6-8,80333
      Munich, Germany. The lease is month-month and has a lease rate of approximately
      $3,000 per month.





**Item
      3.**  **Legal
      Proceedings.**





We
      are
      not involved in any litigation that we believe could have a materially adverse
      effect on our financial condition or results of operations. There is no action,
      suit, proceeding, formal inquiry or investigation before or by any court, public
      board, government agency, self-regulatory organization or body pending or,
      to
      the knowledge of the executive officers of the Company, or any of our
      subsidiaries, threatened against or affecting the Company, our common stock,
      any
      of our subsidiaries, or our officers or directors in their capacities with
      each,
      in which an adverse decision could have a material adverse effect.





10




**Item
      4.**  **Submission
      of Matters to a Vote of Security Holders.**





No
      matter
      was submitted to a vote of the security holders, through the solicitation of
      proxies or otherwise, during the fourth quarter of the fiscal year covered
      by
      this report.





**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 currently quoted on the Pink Sheets Electronic Interdealer
      Quotation and Trading System under the symbol “NNRI.PK.”




For
      the
      periods indicated, commencing with the date on which NNRF merged with Stafford
      Energy, Inc., May 23, 2006, and concluding on April 8, 2008, the following
      table
      sets forth the high and low bid prices per share of common stock, as reported
      by
      www.pinksheets.com. These prices represent inter-dealer quotations without
      retail markup, markdown, or commission and may not necessarily represent actual
      transactions.




**Periods**
            
            **High**
            
            **Low****Fiscal
                Year 2006**Second
                Quarter (May 23-June 2006)
            
            
            2.20
            
            
            1.01Third
                Quarter (July-September 2006)
            
            
            1.42
            
            
            0.70Fourth
                Quarter (October-December 2006)
            
            
            1.01
            
            
            0.60**Fiscal
                Year 2007**First
                Quarter (January-March 2007)
            
            
            1.79
            
            
            0.55Second
                Quarter (April-June 2007)
            
            
            8.96
            
            
            1.74Third
                Quarter (July 1 - September 30, 2007)
            
            
            5.35
            
            
            1.94Fourth
                Quarter (October 1 - December 31, 2007)
            
            
            2.74
            
            
            1.12**Fiscal
                Year 2008**First
                Quarter (January 1 - March 31, 2008)
            
            
            1.10
            
            
            0.44Second
                Quarter (April 1 - April 8, 2008)
            
            
            0.66
            
            
            0.42





On
      April
      8, 2008, the closing price of our common stock was $0.66.




11




***Holders
      of Record***





As
      of
      April 8, 2008, we had approximately 268 holders of record of our common stock.
      The number of record holders was determined from the records of our transfer
      agent and does not include beneficial owners of common stock whose shares are
      held in the names of various security brokers, dealers, and registered clearing
      agencies.





***Dividends***





There
      are
      no restrictions imposed on the Company which limit its ability to declare or
      pay
      dividends on its common stock, except for corporate state law limitations.
      No
      cash dividends have been declared or paid to date and none are expected to
      be
      paid in the foreseeable future.





***Recent
      Sales of Unregistered Securities***





In
      May
      2006, Stafford Energy, Inc. issued 3,000,000 shares of common stock to two
      individuals in consideration for the settlement of $3,000 owed to the
      individuals for mergers and acquisitions services provided to Stafford prior
      to
      the merger between it and the Company. The shares were valued at $1.05 per
      share, which was the fair value of the shares on the date of issuance and
      resulted in the recognition of $3,147,000 of compensation expense. The issuance
      of the above securities was effected in reliance on the exemptions for sales
      of
      securities not involving a public offering, as set forth in Section 4(2) of
      the
      Securities Act of 1933, as amended (the “Act”) and Rule 506 promulgated
      thereunder. Each offeree was provided access to the financial statements and
      any
      other information that they deemed relevant or necessary in making their
      respective decision to accept shares of common stock in exchange for the monies
      owed to them by them by the Company. Each offeree was deemed to have the
      financial or business experience necessary to evaluate the risks of the
      foregoing decision.





On
      May
      23, 2006, the Company issued 22,500,000 shares of common stock to forty-nine
      (49) individuals in exchange for 100% of the issued and outstanding common
      stock
      of Nucon, Inc., a Nevada corporation, in conjunction with the Merger and Plan
      of
      Share Exchange between Stafford Energy, Inc. and Nucon, Inc. The 22,500,000
      shares of common stock were valued at $5,000, or $0.00022 per share. The
      issuance of the above securities was effected in reliance on the exemptions
      for
      sales of securities not involving a public offering, as set forth in Section
      4(2) of the Act and Rule 506 promulgated thereunder. Each offeree was provided
      access to the financial statements and any other information of Stafford Energy,
      Inc. that they deemed relevant or necessary in making their respective decision
      to accept shares of common stock in exchange for their shares of common stock
      of
      Nucon, Inc. Each offeree was deemed to have the financial or business experience
      necessary to evaluate the risks associated with the share exchange.





On
      June
      1, 2006, the Company issued a total of 1,080,000 shares of common stock to
      five
      (5) consultants for services consisting of legal, accounting, marketing,
      strategic and financial consulting. The 1,080,000 shares of common stock were
      valued at $1,512,000, or $1.40 per share. The issuance of the above securities
      was effected in reliance on the exemptions for sales of securities not involving
      a public offering, as set forth in Section 4(2) of the Act and Rule 506
      promulgated thereunder. Each offeree was provided access to the Company’s
      financial statements and any other information that they deemed relevant or
      necessary in making their respective decision to accept shares of common stock
      in exchange for services. Each offeree was deemed to have the financial or
      business experience necessary to evaluate the risks of the foregoing decision.





During
      the period from inception through June 30, 2006, the Company received $342,128
      in loans from ten (10) individuals. The loans were non-interest bearing and
      were
      payable on demand. On July 1, 2006, the lenders made demand on the Company,
      and
      the Company agreed to the conversion of $342,128 of outstanding principal into
      4,593,073 shares of common stock, conversion of $0.07 per share. The issuance
      of
      the above securities was effected in reliance on the exemptions for sales of
      securities not involving a public offering, as set forth in Section 4(2) of
      the
      Act and Rule 506 promulgated thereunder. Each offeree was provided access to
      the
      Company’s financial statements and any other information that they deemed
      relevant or necessary in making their respective decision to accept shares
      of
      common stock in exchange for their outstanding loans. Each offeree was deemed
      to
      have the financial or business experience necessary to evaluate the risks of
      exchanging their outstanding notes for shares of common stock in the
      Company.





12




On
      July
      1, 2006, the Company sold 185,000 shares of common stock to ten (10) third
      parties in consideration for $138,750, or $0.75 per share. The issuance of
      the
      above securities was effected in reliance on the exemptions for sales of
      securities not involving a public offering, as set forth in Section 4(2) of
      the
      Act and Rule 506 promulgated thereunder. Each offeree was provided access to
      the
      Company’s financial statements and any other information that they deemed
      relevant or necessary in making their respective decision to purchase shares
      of
      common stock of the Company. Each offeree was deemed to have the financial
      or
      business experience necessary to evaluate the risks of their investment in
      the
      Company.





On
      September 10, 2006, the Company issued 400,000 common shares to a consultant
      for
      public relation services rendered to the Company. The 400,000 shares of common
      stock were valued at $556,000, or $1.39 per share. The issuance of the above
      securities was effected in reliance on the exemptions for sales of securities
      not involving a public offering, as set forth in Section 4(2) of the Act and
      Rule 506 promulgated thereunder. The offeree was provided access to the
      Company’s financial statements and any other information that they deemed
      relevant or necessary in making their respective decision to accept shares
      of
      common stock in exchange for services. The offeree was deemed to have the
      financial or business experience necessary to evaluate the risks of the
      foregoing decision.





During
      the period October 2006 through March 2007, the Company sold 274,167 shares
      of
      common stock to twenty-three (23) third parties in consideration for $205,755,
      or $0.75 per share. The issuance of the above securities was effected in
      reliance on the exemptions for sales of securities not involving a public
      offering, as set forth in Section 4(2) of the Act and Rule 506 promulgated
      thereunder. Each offeree was provided access to the Company’s financial
      statements and any other information that they deemed relevant or necessary
      in
      making their respective decision to purchase shares of common stock of the
      Company. Each offeree was deemed to have the financial or business experience
      necessary to evaluate the risks of their investment in the Company.





In
      December 2006, the Company issued 750,000 shares of common stock to a consultant
      for investor relations and merger and acquisition consulting services. The
      750,000 shares of common stock were valued at $562,500, or $0.75 per share.
      The
      issuance of the above securities was effected in reliance on the exemptions
      for
      sales of securities not involving a public offering, as set forth in Section
      4(2) of the Act and Rule 506 promulgated thereunder. The offeree was provided
      access to the Company’s financial statements and any other information that they
      deemed relevant or necessary in making their respective decision to accept
      shares of common stock in exchange for services. The offeree was deemed to
      have
      the financial or business experience necessary to evaluate the risks of the
      foregoing decision.





In
      December 2006, the Company issued a total of 432,000 shares of common stock
      to
      seven (7) individuals, consisting of members of management and certain key
      consultants, as partial payment for services rendered in 2006. The 432,000
      shares were valued at $324,000, or $0.75 per share. The issuance of the above
      securities was effected in reliance on the exemptions for sales of securities
      not involving a public offering, as set forth in Section 4(2) of the Act and
      Rule 506 promulgated thereunder. Each offeree was provided access to the
      Company’s financial statements and any other information that they deemed
      relevant or necessary in making their respective decision to accept shares
      of
      common stock in exchange for services. Each offeree was deemed to have the
      financial or business experience necessary to evaluate the risks of the
      foregoing decision.





13




On
      February 16, 2007, the Company issued the sum of 50,000 shares of common stock
      to a consultant for marketing and investor relations consulting services. The
      50,000 shares were valued at $39,500, or $0.79 per share. The issuance of the
      above securities was effected in reliance on the exemptions for sales of
      securities not involving a public offering, as set forth in Section 4(2) of
      the
      Act and Rule 506 promulgated thereunder. The offeree was provided access to
      the
      Company’s financial statements and any other information that they deemed
      relevant or necessary in making their respective decision to accept shares
      of
      common stock in exchange for services. The offeree was deemed to have the
      financial or business experience necessary to evaluate the risks of the
      foregoing decision.





During
      the period commencing in late July 2006 and concluding in March 2007, the
      Company issued 8% convertible promissory notes (“Notes”) in the collective
      original principal amount of $4,700,000 to seventy-four (74) third parties.
      The
      Notes have a term of two (2) years and bear simple interest at the rate of
      8%
      per annum, payable at maturity. The Notes were convertible as follows (i) at
      seventy-five ($0.75) cents per share at any time prior to the Company’s common
      stock being quoted on the OTCBB; (ii) for a period of ninety (90) days from
      the
      date the Company’s common stock is quoted on the OTCBB, at the lesser of a 25%
      discount to the closing price on the business day preceding the date of
      conversion or One ($1.00) Dollar with a floor of seventy-five ($0.75) cents;
      or
      (iii) thereafter, at the greater of a 25% discount to the closing price on
      the
      business day preceding the date of conversion or seventy-five ($0.75) cents.
      In
      addition, as of February 9, 2007, the Company has issued warrants to purchase
      2,350,000 shares of common stock, exercisable for a period of two (2) years
      at
      $1.50 per share (“Warrants”). The Notes and Warrants have been placed by Mercer
      Capital Ltd. (“Mercer”) on a best efforts basis. Mercer receives (i) a
      commission of ten (10%) percent and a non-accountable expense allowance of
      three
      (3%) percent on all Notes sold, and (ii) a warrant to purchase shares of common
      stock equal to ten (10%) percent of the common stock issuable upon conversion
      of
      the Notes (“Mercer Warrants”). The Mercer Warrants are exercisable on a cashless
      basis at the rate of $0.75 per share for a period of five (5) years. The Mercer
      Warrants consist of the right to purchase 861,667 shares on the above terms.
      In
      addition, Mercer was issued, in consideration for serving as the placement
      agent, warrants to purchase 500,000 shares of common stock, exercisable at
      $0.10
      per share, on a cashless basis, for a period of five (5) years. The issuance
      of
      the above securities was effected in reliance on the exemptions for sales of
      securities not involving a public offering, as set forth in Section 4(2) of
      the
      Act and Rule 506 promulgated thereunder. Each offeree was provided access to
      the
      Company’s financial statements and any other information that they deemed
      relevant or necessary in making their respective decision to purchase the Notes.
      Each offeree was deemed to have the financial or business experience necessary
      to evaluate the risks of their investment in the Company.





On
      May
      17, 2007, the Company issued 250,000 shares of common stock pursuant to a
      Business Advisory Agreement (“Advisory Agreement”). The Advisory Agreement
      provides that the third party will render financial and business advisory
      consulting advice, among other services. The 250,000 shares were valued at
      $1,362,500, or $5.45 per share.





On
      June
      18, 2007, 8% convertible notes, in the original principal amount of $4,700,000
      and accrued interest of $196,539, were converted into 6,528,719 shares of common
      stock, a conversion rate of $0.75 per share. On the date of conversion, the
      closing market price of the Company’s common stock was $5.35. Since the accrued
      interest was converted at a rate lower that the fair value, the Company recorded
      the per share difference of $4.60 (totaling $1,205,440) as additional expense.





14




On
      June
      19, 2007, the Company issued 50,000 shares of common stock to a third party
      to
      serve as an advisor on the foreign capital markets (i.e., the Middle East and
      Europe), waste management services and potential contracts in the Middle East
      and Europe, as well as strategic alliances. The 50,000 shares were valued at
      $257,500, or $5.15 per share.





On
      August
      27, 2007, the Company entered into a revolving credit facility agreement
      (“Credit Facility”) in the amount of $2,500,000, with Professional Offshore
      Opportunity Fund, Ltd.  (the “Lender”).  Under the terms of the Credit
      Facility, the Company may borrow up to $2,500,000 from Lender, with $500,000
      advanced on closing and additional amounts to be advanced in increments not
      to
      exceed $250,000, or more if the parties agree, in any thirty-day period, unless
      waived by Lender, in which case the loan amount could exceed $250,000 in that
      period. The Company is required to repay all principal and accrued but
      unpaid interest on amounts advanced pursuant to the Credit Facility no later
      than August 28, 2009. The initial $500,000 advance under the Credit Facility
      was
      made on September 6, 2007. The material terms of the Credit Facility are as
      follows: (i) the Company has arranged for restricted shares of common stock,
      held by third parties, to be pledged as collateral for the loans pursuant to
      a
      Pledge Agreement between Lender and such third parties; (ii) Lender may reduce
      the amount of the outstanding loans by retaining for its own account pledged
      stock, subject to the volume restrictions of Rule 144 (no more than 1% of the
      outstanding shares for a 90 day period.); (iii) the loans bear interest at
      the
      rate of 8% per annum; (iv) on each advance, the Company must repay any accrued
      but unpaid interest and Lender may withhold two months interest from any advance
      as prepaid interest; (v) the Company may prepay the principal and interest
      on
      the loan without penalty; (vi) Lender may withhold from any advance a retention
      fee equal to 5% of the amount loaned; (vi) in connection with the issuance
      of
      the loan, the Company provided Lender a commitment fee of $50,000 and common
      stock equal to $250,000 (the shares were valued at the closing price on
      September 6, 2007, or $2.97 per share, the date on which the first funding
      in
      the amount of $500,000 occurred under the Credit Facility. The foregoing equates
      to 84,746 shares of common stock. The shares of common stock include piggyback
      registration rights. In consideration for the pledge of a total of 1,842,859
      of
      restricted shares of common stock (“Pledged Shares”), held by third parties, as
      collateral against the Credit Facility, the Company entered into a Common Stock
      and Warrant Agreement with each of such third parties providing for the
      following consideration, collectively: (i) restricted shares of common stock
      in
      the amount of 2,763,489 shares (“Pledge Share Consideration”), or 150% of the
      amount of shares of common stock pledged; and (ii) warrants to purchase
      1,842,859 shares of common stock, exercisable for a period of two (2) years
      at
      $2.95 per share (“Pledge Warrant Consideration”), the closing price of the
      Company’s common stock on August 27, 2007. The Common Stock and Warrant
      Agreements provide that in the event Lender does not reduce the amount of the
      outstanding loans under the Credit Facility by retaining for its own account
      Pledged Shares, then the Pledge Share Consideration shall be reduced in
      proportion to the amount of Pledged Shares not retained for Lender’s account for
      the purpose of reducing the amount of the outstanding loans under the Credit
      Facility. In addition, the third parties received one (1) demand registration
      right. In November 2007, the Company issued the Lender an additional 500,000
      shares of common stock pursuant to the terms of the Credit Facility. The Company
      valued the shares of common stock at $935,000 based on the current fair value
      of
      the Company’s common stock on the date of issuance. The Company expensed the
      value of the common stock upon issuance.





During
      the fiscal year ended December 31, 2007, the Company received $1,282,000 in
      net
      proceeds pursuant to the Credit Facility, and issued 2,092,860 shares of common
      stock, collectively, to third parties in consideration for the pledges under
      the
      terms of the Credit Facility. In the three months ended March 31, 2008, the
      Company received $416,991 in net proceeds pursuant to the Credit Facility,
      and
      issued 669,144 shares of common stock, collectively, to third parties in
      consideration for the pledges under the terms of the Credit
      Facility.





15




The
      Company paid Newbridge Securities Corporation the sum of $100,000 and issued
      150,000 shares of restricted common stock in consideration for placing the
      Credit Facility.





***Securities
      Issued under Equity Compensation Plans***





The
      following table summarizes our equity compensation plan information as of
      December 31, 2007. Information is included for equity compensation plans not
      approved by our security holders.





**Equity
      Compensation Plan Information.**


**Plan Category**
              
              **Number of securitiesto be issued uponexercise ofoutstanding options, warrants and rights**
                **(a)**
              
              **Weighted-average****exercise price of outstanding options,warrants and rights**
                **(b)**
              
              **Number ofsecurities remainingavailable for futureissuance underequity compensationplans (excludingsecurities reflectedin column (a)**
                **(c)**Equity
                  compensation plans approved by security holders(1)
              
              
              -
              
              
              -
              
              
              -Equity
                  compensation plans not approved by security holders(2)
              
              
              5,821,667
              
              $
              0.75
              
              
              178,333Total
              
              
              5,821,667
              
              
              
              
              
              178,333





(1)
            As
                of December 31, 2007, the Company did not have any equity compensation
                plans that were approved by its
                stockholders.


(2)
            Includes
                the 2007 Stock Option and Incentive
                Plan.




***Repurchases
      of Equity Securities***




The
      Company did not repurchase any shares of its common stock during fiscal year
      2007 or fiscal year 2006.





**Item
      6.**  **Management’s Discussion and Analysis or Plan of Operation.**





Certain
      statements in this Form 10-KSB may constitute "forward-looking statements"
      within the meaning of the Private Securities Litigation Reform Act of 1995
      (the
      "Reform Act"). Such forward-looking statements involve known and unknown risks,
      uncertainties, and other factors which may cause the actual results, performance
      or achievements of the Company to be materially different from any future
      results, performance or achievements, expressed or implied by such
      forward-looking statements. Factors that could cause or contribute to such
      differences include, but are not limited to, those discussed herein.  The
      words "believe", "expect", "anticipate", "seek" and similar expressions identify
      forward-looking statements. Readers are cautioned not to place undue reliance
      on
      these forward-looking statements that speak only as of the date the statement
      was made.




16




***Plan
      of Operation***





NNRF
      has
      made investments in, and anticipates making further investments in, strategic
      businesses that either operate or intend to operate in the nuclear, automotive
      and aviation industries in Russia. In addition, the Company has, and will
      continue to, either develop and market, or license and market, internationally,
      technologies related to the nuclear industry.   NNRF has invested in
      companies currently operating in the nuclear and automotive industries in Russia
      and has entered into a joint venture with a Russian company, the Engineering
      Center for Nuclear Containers, to design and develop containers for
      transportation and long term storage of high level radioactive waste. Further,
      the Company presently has technologies that it has either licensed or acquired
      in the areas of nuclear safety and remediation, wastewater treatment, and power
      quality. NNRF has, and will continue to, market and either distribute to
      resellers or sell the products and services related to the foregoing
      technologies in various international markets. During 2007, NNRF concentrated
      its international sales and marketing efforts in Europe. NNRF has offices in
      Moscow, Russia and Munich, Germany.





Our
      current clients and partners include Rosenergoatom, the operating utility of
      Russia’s nuclear facilities; Atomstroyexport, established by the Russian
      government to promote the export of Russian construction, operation and
      modernization of nuclear power plants abroad; and Stroikomplektinvest, a
      construction supply distributor acting as NNRF’s marketing partner for power
      quality equipment in the Republic of Tatarstan.





During
      2007 we completed the purchase of 50% of ATOLL, a m anufacturer
      of spare parts for the entire nuclear cycle, including spare parts and
      mechanisms for nuclear power plants, and handling equipment for nuclear waste
      containers designed for long term storage of radioactive wastes and spent fuel.
      We anticipate that our 50% ownership in ATOLL will result in us booking revenues
      and profits in fiscal year 2008 based on the existing on-hand orders of ATOLL.
      We completed the due diligence phase of our proposed acquisitions of 25.5%
      of
      JSC Electroprivod and 25.5% of Velcont, and are currently considering other
      potential acquisitions in the RF.





In
      November 2007 we entered into a 50-50 joint venture with the Moscow based
      Engineering Center for Nuclear Containers to design and develop containers
      designed for the transportation and long term storage of high level radioactive
      waste.





Our
      scientific group developed our radiation blocking and shielding product line
      FEECOM/BIECOM and commenced limited commercial production of these products.
      In
      addition our group developed a unique flexible version of this product called
      Bicoflex. This product has specific applications for use in the manufacture
      of
      radiation garments and the Company has been in discussions with European
      manufacturers for the supply of this product. The users of these products are
      nuclear and medical facilities




The
      following discussion of our financial condition and results of operations should
      be read in conjunction with our consolidated financial statements and the notes
      to those statements included elsewhere in this statement. In addition to the
      historical consolidated financial information, the following discussion and
      analysis contains forward-looking statements that involve risks and
      uncertainties.





Our
      actual results may differ materially from those anticipated in these
      forward-looking statements as a result of certain factors, including those
      set
      forth under "Risk Factors" and elsewhere in this statement.





17




***Results
      of Operations for the Fiscal Year Ended December 31, 2007 and December 31,
      2006.***





*Revenues.* For
      the
      fiscal year ended December 31, 2007, revenues were $NIL as compared to $5,343
      at
      December 31, 2006. Cost of sales was $NIL during the year ended December 31,
      2007, and gross profit was $NIL during the period. Cost of sales was $1,615
      during the year ended December 31, 2006, and gross profit was $3,728 during
      the
      period.





*Operating
      Expenses* .
      During
      the fiscal year ended December 31, 2007, general and administrative expenses
      totaled $7,101,548 as compared to $7,153,429 for the period ended December
      31,
      2006. The general and administrative expenses during 2007 principally related
      to
      non-cash items consisting of the issuance of shares of common stock as payment
      for services of $3,230,225 and stock-based compensation related to the issuance
      of options of $3,492,566. Foreign currency exchange loss was $NIL during the
      fiscal year ended December 31, 2007 and $5,558 during the fiscal year ended
      December 31, 2006.





*Interest
      Expense* .
      Interest expense was $14,706,771 during the fiscal year ended December 31,
      2007.
      Interest expense was $5,072,484 during the fiscal year ended December 31, 2006.
      Significant items included interest expense for 2007 related to various non-cash
      items, including $4,847,482 in fair value of warrants issued to pledgees in
      connection with the credit facility provided by Professional Offshore
      Opportunity Fund, Ltd.; $3,325,299 in the excess of fair value of shares issued
      to pledgees in connection with the credit facility; and $3,671,644 in
      amortization of loan debt issuance costs.





*Equity
      Income from ATOLL.* During
      the fiscal years ended December 31, 2007 and 2006, income recognized from the
      Company’s investment in ATOLL was $5,662,717 and $39,780, respectively. The
      increase is related to the increased ownership in ATOLL and an increase in
      ATOLL’s net income.





*Net
      Loss* .
      For the
      fiscal year ended December 31, 2007, net loss was $16,145,602 as compared to
      net
      loss of $12,187,963 for the fiscal year ended December 31, 2006.





The
      foregoing revenues, operating expenses and net losses are not indicative of
      what
      future operating results are anticipated to be. Management for the Company
      believes that revenues should outpace operating expenses in 2008 and result
      in
      net income for fiscal year 2008.





***Liquidity
      and Capital Resources*** **.**





At
      December 31 2007, our principal source of liquidity consisted of $73,248 of
      cash, as compared to $130,249 of cash at December 31, 2006. As of December
      31,
      2007, we had working capital deficit of $58,085, as compared to a working
      capital deficit of $363,880 at December 31, 2006. In addition, our stockholders’
equity was $10,825,407 at December 31, 2007, as compared to $375,590 at December
      31, 2006.




Our
      operations used net cash of $2,215,946 during the twelve months ended December
      31, 2007, as compared to $893,863 during the twelve months ended December 31,
      2006.




Investing
      activities for the year ended December 31, 2007 used net cash of $1,523,142,
      as
      compared to cash used of $1,161,591 in the twelve months ended December 31,
      2006. The majority of the cash used in the fiscal year ended December 31, 2007
      related to the purchase of 36.75% of ATOLL and 3% of Velcont.




18




Financing
      activities provided $3,682,116 during the twelve months ended December 31,
      2007,
      as compared to $2,162,060 during the twelve months ended December 31, 2006.
      The
      majority of the financing provided during the fiscal year ended December 31,
      2007 related to proceeds from our private placement of 8% convertible promissory
      notes.




We
      will
      require additional capital in the future to possibly expand the manufacturing
      facilities of ATOLL, to make acquisitions, and for general working capital.
      We
      anticipate that we will require a minimum of $15,000,000 to fund the JSC
      Electroprivod and Velcont acquisitions, our investment in our container joint
      venture, and additional equipment for ATOLL. While we hope to achieve some,
      or
      all, of the foregoing through cash flow, there is no assurance that we will
      be
      successful in doing so. To the extent we are not, we will require additional
      capital to achieve our long-term business objectives. There can be no assurance
      that such financing will be available, or if available, on acceptable terms.
      If
      a future financing is procured in the form of equity, the shareholdings of
      the
      current stockholders of the Company will be diluted.




***Off
      Balance Sheet Arrangements***




We
      have
      no off-balance sheet arrangements.




***Qualitative
      and Quantitative Disclosures About Market Risk***




In
      the
      future, we anticipate deriving the large majority of our revenues from foreign
      markets, thereby subjecting us to potential foreign currency exposure risks.
      In
      addition, given that a significant portion of our current business is located
      in
      Russia, we are subject to potential uncertainty when doing business therein,
      including political, economic and other uncertainties, a major change in any
      of
      which could subject us to significant exposure.




***Going
      Concern Qualification***




The
      Company's independent auditors have included an explanatory paragraph in their
      report on the December 31, 2007 financial statements discussing issues which
      raise substantial doubt about the Company's ability to continue as a "going
      concern."  The going concern qualification is attributable to the Company's
      historical operating losses, the Company's lack of cash reserves and capital,
      and the amount of capital which the Company projects it needs to achieve
      profitable operations.





***Risk
      Factors***





*The
      Company is subject to a high degree of risk. The following risks, if any one
      or
      more occurs, could materially harm the business, financial condition or future
      results of operations of the Company. If that occurs, the trading price of
      the
      Company’s common stock could decline.*




***The
      Company has a limited operating history and has experienced operating losses
      since its inception.***





From
      inception through December 31, 2007, the Company has incurred a net loss of
      $28,587,870 and has generated minimal revenues. As a development stage entity,
      the Company may continue to incur losses until it is able to generate sufficient
      revenues and cash flows from its various business initiatives outlined herein,
      including receipt of cash dividends from ATOLL. If the Company is unable to
      generate sufficient revenues and cash flows to meet its costs of operations,
      it
      will be forced to raise additional capital in the form of debt or equity, which
      may or may not be available, the result of which would dilute the stockholders
      of the Company, and the Company could be forced to curtail or cease its business
      operations.





19




***The
      Company’s auditors have included a going concern risk in their
      opinion.***





The
      opinion of the Company’s auditors includes a going concern risk due to the
      Company being a development stage enterprise that has had nominal sales, has
      experienced losses from operations and has had negative cash flows from
      operating activities since inception through the twelve months ended December
      31, 2007. Accordingly, in the opinion of the Company’s auditors, the foregoing
      conditions raise substantial doubt about the Company’s ability to continue as a
      going concern.




***The
      Company’s capitalization is limited and will require additional
      funds.***





A
      limiting factor on the growth of the Company, including its ability to penetrate
      new markets, make acquisitions, attract new customers, and deliver products
      and
      services in the areas of nuclear facility construction and periodic replacement
      of equipment therein, remediation of nuclear and radioactive waste, wastewater
      treatment, and power quality, among others, is the limited capitalization of
      the
      Company compared to other companies in the industry. The Company believes that
      currently available capital resources will be sufficient to fund the Company
      for
      a short period of time, and the Company will require additional funding
      near-term and in the future to achieve all of its proposed objectives. Any
      delay
      in meeting the Company’s anticipated funding requirements will affect its
      ability to fully implement its business plan, and in the event the Company
      is
      unsuccessful in procuring the requisite additional equity or debt financing,
      the
      Company’s business, operating results and financial condition will be materially
      adversely affected.





***A
      change in the current political landscape or general economic conditions in
      the
      Russian Federation could have a major impact on the future success of the
      Company.***





The
      existing and future strategic and contractual relationships between the Company
      and governmental agencies in the Russian Federation are significantly dependent
      on the current political environment remaining status quo. Any change, elected
      or otherwise, in the political landscape in the Russian Federation could have
      a
      material adverse effect on the Company’s business, operating results and
      financial condition. In addition, the Company's business, earnings, asset values
      and prospects may be materially and adversely affected by developments with
      respect to inflation, interest rates, currency fluctuations, price and wage
      controls, exchange control regulations, taxation, expropriation, social
      instability, or other economic developments in or affecting the Russian
      Federation. The Company has no control over such conditions and developments,
      and can provide no assurance that such conditions and developments will not
      adversely affect the Company's future operations.





***If
      the Company fails to establish and maintain key alliances with Russian
      government agencies responsible for the nuclear waste remediation and power
      quality industries, among others, or enter into strategic relationships or
      acquire companies which supply products and services to such agencies, the
      Company’s growth will be limited.***





A
      key
      component of the Company’s business plan is (i) establishing and maintaining key
      alliances with Russian government agencies responsible for the construction
      and
      ongoing maintenance of the 31 nuclear reactors in the RF, waste remediation
      and
      power quality industries, (ii) entering into strategic relationships and
      acquiring companies, both Russian and foreign, which supply products and
      services to the Russian Federation government agencies responsible for the
      domestic and export nuclear markets, and (iii) identifying, developing and
      acquiring innovative, proprietary technologies which have environmental and
      economic applications for the Russian, European and Asian markets. The Company
      views each of the foregoing as critically important to its near, mid and
      long-term strategy, however there can be no assurance that the Company will
      achieve and maintain some, or all, of the foregoing. In the event the Company
      is
      unsuccessful, the Company’s overall business, financial condition and results of
      operations may be materially adversely affected.




20




***The
      Company’s future revenues are difficult to predict given that its various
      business initiatives are at an early stage.***





It
      is not
      feasible to predict with assurance the timing or the amount of revenues that
      the
      Company will receive from its various business initiatives. Any substantial
      delay in the introduction of products and services could result in significant
      delays in revenues and the need to raise additional capital through the issuance
      of additional equity or debt securities. In view of the emerging nature of
      certain of the technologies to be offered by the Company, there can be no
      assurance that the Company will capture market share and that revenues will
      be
      significant.








***The
      Company will rely upon various third party manufacturers to produce most of
      its
      products and, accordingly, will be subject to risks inherent in outsourcing
      manufacturing.***





Our
      future success will depend, in large part, on our manufacturers’ ability,
      including most importantly the Company’s we have invested in, or plan to invest
      in, our joint venture partners, to meet customers’ expectations with respect to
      volume, quality, consistency, and performance. Additionally, our manufacturing
      partners will be required to manufacture new and existing products with design
      improvements as developed by the Company or third party partners. Further,
      as we
      are, and will be, competing in a competitive marketplace comprised of numerous
      multi-billion dollar entities that manufacture products in-house, we will,
      from
      time to time, be subject to potential manufacturing delays and other matters
      outside of our direct control. Unless we acquire a manufacturing facility for
      each of our products, we will be reliant upon our manufacturing partners, each
      of which have other clients for which they manufacture products, to produce
      high
      quality products on what we anticipate will be a rapidly increasing production
      schedule.





***The
      Company will need to sell additional securities to finance future growth, which
      will dilute our stockholders’ equity interests.***




Our
      business strategy includes expansion through internal growth, acquiring
      complementary technologies and businesses, and the establishment of additional
      strategic alliances. To accomplish the foregoing, we will issue additional
      equity securities that will dilute our stockholders' stock ownership. We may
      also issue, as well as, assume debt and incur impairment losses related to
      goodwill and other tangible assets if we acquire another company, all of which
      could negatively impact our results of operations.




***There
      exists a risk of environmental liability and we presently lack environmental
      liability insurance.***





The
      Company's radioactive contaminant technology is subject to numerous federal
      and
      local laws and regulations relating to the storage, handling, emission,
      transportation and discharge of such materials, and the use of specialized
      technical equipment in the processing of such materials. There is always the
      risk that such materials might be mishandled, or that there might be equipment
      or technology failures, which could result in significant claims for personal
      injury, property damage, and clean-up or remediation. Any such claims against
      the Company could have a material adverse effect on the Company. The Company
      does not presently carry any environmental liability insurance, and may be
      required to obtain such insurance in the future in amounts that are not
      presently predictable. There can be no assurance that such insurance will
      provide coverage against all claims, and claims may be made against the Company
      (even if covered by insurance policies) for amounts substantially in excess
      of
      applicable policy limits. Any such event could have a material adverse effect
      on
      the Company. We cannot provide any assurance that we will be able to afford
      a
      sufficient level of environmental liability insurance, if it were offered to
      us.




21




***We
      may be subject to product liability claims relating to ATOLL in the future,
      and
      may not have sufficient product liability insurance to cover any claims, thereby
      potentially exposing us to substantial liabilities.***





As
      a 50%
      owner of ATOLL, the Company could become subject to product liability claims
      from consumers of ATOLL products. The Company’s two executive officers who serve
      on the board of directors of ATOLL intend to have ATOLL maintain adequate
      product liability insurance, but product liability insurance alone may not
      be
      sufficient to cover any potential product liability claim. Failure to maintain
      sufficient insurance coverage could have a material adverse effect on ATOLL’s
      business, and consequently the Company’s business, prospects and results of
      operations if claims are made that exceed the coverage ATOLL has in place or
      obtains in the future.





***Currency
      rate fluctuations may have an adverse effect on our business and results of
      operations.***





We
      expect
      to derive most, if not all, of our revenues from operations outside of the
      U.S.
      As a result, the majority of our revenues will typically be denominated in
      non-U.S. currencies, and our operating results may be affected by changes in
      the
      relative values of the applicable non-U.S. currencies and the U.S. dollar.
      We
      are not utilizing hedging instruments, nor do we anticipate doing so in the
      future.





***We
      are dependent on our key personnel and will have a need for additional
      personnel.***





The
      Company’s future performance will be substantially dependent on the continued
      services and on the performance of our management. In particular, Peter Goerke,
      Executive Vice President and Secretary, J.P. Todd Sinclair, Chief Financial
      Officer, Dr. Valery Lebedev, Chief Scientific Officer, and Dr. Hans-Jürgen
      Engelmann, Director of Project and Sales Division, Shielding and Encapsulation
      EU. The Company’s performance also depends on our ability to attract, retain and
      motivate additional key employees. The loss of the services of Messrs. Goerke,
      Sinclair, Lebedev, or Engelmann, or any other key personnel could have a
      material adverse effect on our business, prospects, financial condition and
      results of operations. We do not currently carry key man insurance on any of
      the
      foregoing parties. We anticipate doing so in the future with respect to certain
      members of management.





***The
      acquisition of 50% of ATOLL along with the various strategic partnerships and
      other business initiatives are anticipated to result in an increase in the
      demands on our management and our operating systems and internal
      controls.***





Messrs.
      Goerke and Sinclair are members of the board of directors of ATOLL and spend
      a
      measurable amount of time on ATOLL matters. The Company’s anticipated future
      growth will likely strain existing management resources and operational,
      financial, human and management information systems and controls, which may
      not
      be adequate to support our operations and will require us to develop further
      financial and management controls, reporting systems and procedures. There
      can
      be no assurance that we will be able to develop such controls, systems or
      procedures effectively, or on a timely basis. Our failure to do so could have
      a
      material adverse effect on our business, operating results and financial
      condition.





22




***We
      have issued stock options to all of our directors, officers, key employees
      and
      certain consultants, pursuant to our 2007 Stock Option and Incentive Plan,
      which
      will have a dilutive effect on our book value.***





We
      have
      implemented our 2007 Stock Option and Incentive Plan to provide a mechanism
      for
      issuance of stock options and restricted stock to our officers, directors,
      key
      employees and consultants. As of December 31, 2007, we have issued and
      outstanding options to purchase 5,821,667 shares of common stock. Because stock
      options granted under the Plan will generally only be exercised when the
      exercise price for such option is below the then market value of our common
      stock, the exercise of stock options will cause dilution to the book value
      per
      share of our common stock. The grant of restricted stock awards will have a
      similar dilutive effect on our book value. The 2007 Stock Option and Incentive
      Plan must still be approved by a majority of the stockholders of the Company
      at
      the next annual stockholders meeting.




***If
      we are unable to protect our proprietary information against unauthorized use
      by
      others, our competitive position could be harmed.***





Our
      proprietary information is critically important to our competitive position
      and
      is a significant aspect of the products we provide. If we are unable to protect
      our proprietary information against unauthorized use by others, our competitive
      position could be harmed. We generally enter into confidentiality and
      non-compete agreements with our employees and consultants, and control access
      to, and distribution of, our documentation and other proprietary information.
      Despite these precautions, we cannot assure you that these strategies will
      be
      adequate to prevent misappropriation of our proprietary information. Therefore,
      we could be required to expend significant amounts to defend our rights to
      proprietary information in the future if a breach were to occur. No assurance
      can be given that we will have the financial ability to defend and/or protect
      our proprietary rights.





***There
      is a limited market for the securities of the Company at this
      time.***





Our
      common stock currently trades on the Pink Sheets and there is a limited market.
      In addition, our common stock is considered a "penny stock" which subjects
      our
      shares to rules affecting their ability to be sold. ****** Under
      the penny stock regulations, a broker-dealer selling penny stocks to anyone
      other than an established customer or “accredited investor" (generally, an
      individual with a net worth in excess of $1,000,000 or annual income exceeding
      $200,000 or $300,000 together with his or her spouse) must make a special
      suitability determination for the purchaser and must receive the purchaser’s
      written consent to the transaction prior to the sale, unless the broker-dealer
      is otherwise exempt. In addition, unless the broker-dealer or the transaction
      is
      otherwise exempt, the penny stock regulations require the broker-dealer to
      (i)
      deliver, prior to any transaction involving a penny stock, a disclosure schedule
      relating to the penny stock, (ii) to disclose commissions payable to the
      broker-dealer and the registered representative and current quotations for
      the
      securities, (iii) send monthly statements disclosing recent price information
      with respect to the penny stock held in a customer's account and information
      with respect to the limited market in penny stocks.





***Sarbanes-Oxley
      Act of 2002.***





In
      future
      periods, we will be required to evaluate our internal controls under Section
      404
      of the Sarbanes-Oxley Act of 2002 (“SOX”), and any adverse results from such
      evaluation could result in a loss of investor confidence in our financial
      reports and have an adverse effect on the price of our shares of common stock.
      For the fiscal year ended December 31, 2007, we were not required to assess
      our
      system of internal controls. Pursuant to Section 404 of SOX, in the near future,
      smaller reporting companies, such as NNRF, Inc. will be required to furnish
      a
      report by management on our internal controls over financial reporting.
 This report will contain among other matters, an assessment of the
      effectiveness of our internal control over financial reporting, including a
      statement as to whether or not our internal control over financial reporting
      is
      effective.  This assessment must include disclosure of any material
      weaknesses in our internal control over financial reporting identified by our
      management.  This report must also contain a statement that our auditors
      have issued an attestation report on our management’s assessment of these
      internal controls.  Public Company Accounting Oversight Board Auditing
      Standard No. 2 provides the professional standards for auditors to attest to,
      and report on, our management’s assessment of the effectiveness of internal
      control over financial reporting under Section 404.





23




We
      cannot
      be certain that we will be able to complete our assessment, testing and any
      required remediation in a timely fashion.  During the evaluation and
      testing process, if we identify one or more material weaknesses in our internal
      control over financial reporting, we will be unable to assert that such internal
      control is effective.  If we are unable to assert that our internal control
      over financial reporting is effective (or if our auditors are unable to attest
      that our management’s report is fairly stated or they are unable to express an
      opinion on the effectiveness of our internal controls), we could lose investor
      confidence in the accuracy and completeness of our financial reports, which
      could have a material adverse effect on our stock price.





Failure
      to comply with the new rules may make it more difficult for us to obtain certain
      types of insurance, including director and officer liability insurance.  We
      may be forced to accept reduced policy limits and coverage and/or incur
      substantially higher costs to obtain the same or similar coverage.  The
      impact of these events could also make it more difficult for us to attract
      and
      retain qualified persons to serve on our board of directors, on committees
      of
      our board of directors, or as executive officers.





***We
      do not intend to pay dividends on our common stock in the foreseeable
      future.***





Our
      current plan is to reinvest all future earnings, if applicable, for working
      capital, future acquisitions, marketing and capital expenditures. Therefore,
      stockholders in the Company should not expect to receive dividends on their
      shares of common stock.





***The
      Company’s articles of incorporation, bylaws and state law contain provisions
      that preserve current management.***





Provisions
      of state law, the Company’s articles of incorporation and bylaws may discourage,
      delay or prevent a change in the Company’s management team that stockholders may
      consider favorable. These provisions include: authorizing the issuance of “blank
      check” preferred stock without any need for action by stockholders; permitting
      stockholder action by written consent; and establishing advance notice
      requirements for nominations for election to the board of directors or for
      proposing matters that can be acted on by stockholders at stockholder meetings.
      These provisions could allow the Company’s board of directors to affect the
      investor’s rights as a stockholder since the board of directors can make it more
      difficult for preferred stockholders, if applicable, or common stockholders
      to
      replace members of the board of directors. Because the board of directors is
      responsible for appointing the members of the management team, these provisions
      could in turn affect any attempt to replace the current or future management
      team.





24




**Item
      7. Financial Statements.**





**NNRF,
      INC. AND SUBSIDIARIES**


**(A
      Development Stage Company)**





**INDEX
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**Page**Report
                of Independent Registered Public Accounting Firm
            
            F-2Consolidated
                Balance Sheets
            
            F-3Consolidated
                Statements of Operations
            
            F-4Consolidated
                Statements of Stockholders’ Equity
            
            F-5Consolidated
                Statements of Cash Flows
            
            F-6Notes
                to Consolidated Financial Statements
            
            F-7




F-1




**HANSEN,
                BARNETT & MAXWELL, P.C.**
              A
                Professional Corporation
              CERTIFIED
                PUBLIC ACCOUNTANTS
              5
                Triad Center, Suite 750
              Salt
                Lake City, UT 84180-1128
              Phone:
                (801) 532-2200
              Fax:
                (801) 532-7944
              www.hbmcpas.com
            
            **Registered
                with the Public Company**
              **Accounting
                Oversight Board**





**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





To
      the
      Board of Directors and the Stockholders


NNRF,
      Inc.





We
      have
      audited the accompanying consolidated balance sheets of NNRF, Inc. and
      subsidiaries (a development stage company) as of December 31, 2007 and 2006
      and
      the related consolidated statements of operations, stockholders’ equity, and
      cash flows for the years then ended and for the period from August 25, 2005
      (date of inception) through December 31, 2007. 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 audits.





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 audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. The Company was 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 includes examining,
      on a test basis, evidence supporting the amounts and disclosures in the
      financial statements. An audit also includes assessing the accounting principles
      used and significant estimates made by management, as well as evaluating the
      overall financial statement presentation. We believe that our audits provide
      a
      reasonable basis for our opinion.





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the financial position of NNRF, Inc. and subsidiaries
      (a development stage company) as of December 31, 2007 and 2006 and the results
      of their operations and their cash flows for the years then ended and for
      the period from August 25, 2005 (date of inception) through December 31, 2007
      in
      conformity with accounting principles generally accepted in the United
      States.





The
      accompanying consolidated financial statements have been prepared assuming
      that
      the Company will continue as a going concern. As discussed in Note 2, the
      Company is a development stage enterprise that has had no sales from its planned
      operations, has experienced losses from operations and has had negative cash
      flows from operating activities since inception. These conditions raise
      substantial doubt about the Company’s ability to continue as a going concern.
      Management’s plans concerning these matters are also described in Note 2. The
      financial statements do not include any adjustments that might result from
      the
      outcome of this uncertainty.





**HANSEN,
      BARNETT & MAXWELL,
      P.C.**


Salt
      Lake
      City, Utah


April
      14,
      2008


F-2


**NNRF,
        Inc.**
 **CONSOLIDATED
        BALANCE SHEETS**
 
 **December 31,**
              
              **December 31,****2007**
              
              **2006****As Restated****ASSETS****Current
                  Assets**Cash
              
              $
              73,248
              
              $
              130,249Prepaid
                  expenses and other current assets
              
              
              276,059
              
              
              6,249**Total
                  Current Assets**
              
              
              349,307
              
              
              136,498Furniture
                  and Equipment, net of accumulated depreciation of $4,015 and $3,415
                  at
                  December 31, 2007 and 2006, respectively
              
              
              6,329
              
              
              9,442Deferred
                  loan costs, net of accumulated amortization of $66,579 at December
                  31,
                  2006
              
              
              -
              
              
              307,881Equity
                  method investment in ATOLL
              
              
              10,352,228
              
              
              1,206,030Investments,
                  at cost
              
              
              525,655
              
              
              -**Total
                  Assets**
              
              $
              11,233,519
              
              $
              1,659,851**LIABILITIES
                  AND STOCKHOLDERS' EQUITY (DEFICIT)****Current
                  Liabilities**Accounts
                  payable and accrued liabilities
              
              $
              136,413
              
              $
              133,128Management
                  fee payable
              
              
              230,816
              
              
              271,625Accrued
                  interest
              
              
              1,842
              
              
              56,584Shareholder
                  advances
              
              
              39,041
              
              
              39,041**Total
                  Current Liabilities**
              
              
              408,112
              
              
              500,378Long-Term
                  Convertible Notes Payable, net of unamortized discount of $1,165,617
                  at
                  December 31, 2006
              
              
              -
              
              
              783,883**Total
                  Liabilities**
              
              
              408,112
              
              
              1,284,261**Stockholders'
                  Equity**Class
                  A Preferred Stock - $0.001 par value; 5,000,000 shares authorized;
                  none
                  outstanding
              
              
              -
              
              
              -Class
                  B Preferred Stock - $0.001 par value; 5,000,000 shares authorized;
                  none
                  outstanding
              
              
              -
              
              
              -Common
                  stock - $0.001 par value; 100,000,000 shares authorized; 47,008,810
                  shares
                  and 33,529,406, shares issued and outstanding,
                  respectively
              
              
              47,009
              
              
              33,529Additional
                  paid-in capital
              
              
              39,052,399
              
              
              12,787,497Deficit
                  accumulated during the development stage
              
              
              (28,587,870
              )
              
              (12,442,268
              )Accumulated
                  other comprehensive loss
              
              
              313,869
              
              
              (3,168
              )**Total
                  Stockholders' Equity**
              
              
              10,825,407
              
              
              375,590**Total
                  Liabilities and Stockholders' Equity**
              
              $
              11,233,519
              
              $
              1,659,851
 The
          accompanying notes are an integral part of these consolidated financial
          statements
  F-3
  **NNRF,
        Inc.**
 **CONSOLIDATED
        STATEMENT OF OPERATIONS**
 
 **For the Period from****August 25, 2005****For the Year Ended**
              
              **(Date of Inception)****December 31,**
              
              **through****2007**
              
              **2006**
              
              **December 31, 2007****As Restated****Sales**
              
              $
              -
              
              $
              5,343
              
              $
              5,343**Cost
                  of Sales**
              
              
              -
              
              
              1,615
              
              
              1,615**Gross
                  Profit**
              
              
              -
              
              
              3,728
              
              
              3,728**Operating
                  Expenses**General
                  and administrative expenses
              
              
              7,101,548
              
              
              7,153,429
              
              
              14,508,995Foreign
                  currency exchange loss
              
              
              -
              
              
              5,558
              
              
              5,845**Total
                  Operating Expenses**
              
              
              7,101,548
              
              
              7,158,987
              
              
              14,514,840**Operating
                  Loss**
              
              
              (7,101,548
              )
              
              (7,155,259
              )
              
              (14,511,112
              )**Interest
                  expense**
              
              
              (14,706,771
              )
              
              (5,072,484
              )
              
              (19,779,255
              )**Equity
                  in income from ATOLL**
              
              
              5,662,717
              
              
              39,780
              
              
              5,702,497**Net
                  Loss**
              
              $
              (16,145,602
              )
              $
              (12,187,963
              )
              $
              (28,587,870
              )**Basic
                  and Diluted Loss per Share**
              
              $
              (0.39
              )
              $
              (0.44
              )**Basic
                  and Diluted Weighted-Average Common Shares
                  Outstanding**
              
              
              40,954,215
              
              
              27,693,415
 The
            accompanying notes are an integral part of these consolidated financial
            statements
 F-4
  **NNRF,
        Inc.**
 **CONSOLIDATED
        STATEMENTS OF STOCKHOLDERS' EQUITY**
 **For
          the period from April 25, 2005 (Date of Inception) through December 31,
          2005 and
          for the Years ended December 31, 2006 and 2007**
 **Deficit****Additional**
              
              **Accumulated**
              
              **Accumulated**
              
              **Total****Paid-in**
              
              **During the**
              
              **Other**
              
              **Stockholders'****Common Stock**
              
              **Capital**
              
              **Development**
              
              **Comprehensive**
              
              **Equity****Shares**
              
              **Amount**
              
              **(Deficit)**
              
              **Stage**
              
              **Loss**
              
              **(Deficit)****August
                  25, 2005 (Date of Inception)**
              
              
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Issuance
                  of common stock for cash:August
                  2005 - $0.0002 per share
              
              
              22,500,000
              
              
              22,500
              
              
              (17,500
              )
              
              -
              
              
              -
              
              
              5,000Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              (254,305
              )
              
              -
              
              
              (254,305
              )**Balance
                  - December 31, 2005**
              
              
              22,500,000
              
              
              22,500
              
              
              (17,500
              )
              
              (254,305
              )
              
              -
              
              
              (249,305
              )Net
                  loss (Restated)
              
              
              -
              
              
              -
              
              
              -
              
              
              (12,187,963
              )
              
              -
              
              
              (12,187,963
              )Foreign
                  currency translation adjustment
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (3,168
              )
              
              (3,168
              )**Comprehensive
                  Loss**
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (12,191,131
              )Acquisition
                  of Stafford - May 2006
              
              
              359,500
              
              
              359
              
              
              (136,542
              )
              
              -
              
              
              -
              
              
              (136,183
              )Issuance
                  of common stock for cash:July
                  2006 - $0.75 per share
              
              
              185,000
              
              
              185
              
              
              138,565
              
              
              -
              
              
              -
              
              
              138,750October
                  2006 - $0.75 per share
              
              
              128,500
              
              
              129
              
              
              95,996
              
              
              -
              
              
              -
              
              
              96,125December
                  2006 - $0.75 per share
              
              
              101,333
              
              
              101
              
              
              75,899
              
              
              -
              
              
              -
              
              
              76,000Issuance
                  of commons stock for conversion of liabilities:May
                  2006 - $1.05 per share
              
              
              2,857
              
              
              3
              
              
              2,997
              
              
              -
              
              
              -
              
              
              3,000July
                  2006 - $1.10 per share
              
              
              311,025
              
              
              311
              
              
              341,817
              
              
              -
              
              
              -
              
              
              342,128December
                  2006 - $0.75 per share
              
              
              432,000
              
              
              432
              
              
              323,568
              
              
              -
              
              
              -
              
              
              324,000Issuance
                  of common stock for payment of interest:July
                  2006 - $1.10 per share
              
              
              4,282,048
              
              
              4,282
              
              
              4,705,970
              
              
              -
              
              
              -
              
              
              4,710,252Issuance
                  of common stock for services:May
                  2006 - $1.05 per share
              
              
              2,997,143
              
              
              2,997
              
              
              3,144,003
              
              
              -
              
              
              -
              
              
              3,147,000July
                  2006 - $1.40 per share
              
              
              1,080,000
              
              
              1,080
              
              
              1,510,920
              
              
              -
              
              
              -
              
              
              1,512,000September
                  2006 - $1.39 per share
              
              
              400,000
              
              
              400
              
              
              555,600
              
              
              -
              
              
              -
              
              
              556,000December
                  2006 - $0.75 per share
              
              
              750,000
              
              
              750
              
              
              561,750
              
              
              -
              
              
              -
              
              
              562,500Value
                  of warrants issued to placement agent
              
              
              -
              
              
              -
              
              
              240,810
              
              
              -
              
              
              -
              
              
              240,810Beneficial
                  conversion feature and allocated value of warrants related to convertible
                  debt, net $161,220 in allocated offering costs
              
              
              -
              
              
              -
              
              
              1,243,644
              
              
              -
              
              
              -
              
              
              1,243,644**Balance
                  - December 31, 2006 (Restated)**
              
              
              33,529,406
              
              
              33,529
              
              
              12,787,497
              
              
              (12,442,268
              )
              
              (3,168
              )
              
              375,590Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              (16,145,602
              )
              
              -
              
              
              (16,145,602
              )Foreign
                  currency translation adjustment
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              317,037
              
              
              317,037**Comprehensive
                  Loss**
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (15,828,565
              )Issuance
                  of common stock for cash:January
                  2007 - $0.75 per share
              
              
              44,334
              
              
              44
              
              
              33,206
              
              
              -
              
              
              -
              
              
              33,250Issuance
                  of common stock for investment in ATOLL:March
                  2007 - $0.60 per share
              
              
              4,000,000
              
              
              4,000
              
              
              2,396,000
              
              
              -
              
              
              -
              
              
              2,400,000Issuance
                  of common stock for services:February
                  2007 - $0.79 per share
              
              
              50,000
              
              
              50
              
              
              39,450
              
              
              -
              
              
              -
              
              
              39,500March
                  2007 - $0.87 per share
              
              
              2,500
              
              
              3
              
              
              3,422
              
              
              -
              
              
              -
              
              
              3,425March
                  2007 - $1.79 per share
              
              
              20,000
              
              
              20
              
              
              35,780
              
              
              -
              
              
              -
              
              
              35,800May
                  2007 - $5.45 per share
              
              
              250,000
              
              
              250
              
              
              1,362,250
              
              
              -
              
              
              -
              
              
              1,362,500June
                  2007 - $5.15 per share
              
              
              50,000
              
              
              50
              
              
              257,450
              
              
              -
              
              
              -
              
              
              257,500August
                  2007 - $2.95 per share
              
              
              84,746
              
              
              85
              
              
              249,915
              
              
              -
              
              
              -
              
              
              250,000September
                  2007 - $2.31 per share
              
              
              150,000
              
              
              150
              
              
              346,350
              
              
              -
              
              
              -
              
              
              346,500November
                  2007 - $1.87 per share
              
              
              500,000
              
              
              500
              
              
              934,500
              
              
              -
              
              
              -
              
              
              935,000Issuance
                  of common stock for conversion of convertible debt and accrued
                  interest
              
              
              6,528,719
              
              
              6,529
              
              
              6,095,450
              
              
              -
              
              
              -
              
              
              6,101,979Issuance
                  of common stock in satisfaction of credit facility:September
                  2007 - $3.22 per share
              
              
              571,989
              
              
              572
              
              
              1,841,233
              
              
              -
              
              
              -
              
              
              1,841,805November
                  2007 - $2.71 per share
              
              
              688,664
              
              
              689
              
              
              1,865,590
              
              
              -
              
              
              -
              
              
              1,866,279December
                  2007 - $1.67 per share
              
              
              538,452
              
              
              538
              
              
              898,677
              
              
              -
              
              
              -
              
              
              899,215Warrants
                  issued to placement agent
              
              
              -
              
              
              -
              
              
              824,394
              
              
              -
              
              
              -
              
              
              824,394Beneficial
                  conversion feature and allocated value of warrants related to convertible
                  debt, net $278,904 in allocated offering costs
              
              
              -
              
              
              -
              
              
              741,187
              
              
              -
              
              
              -
              
              
              741,187Fair
                  value of warrants issued to pledgors of credit facility
              
              
              -
              
              
              -
              
              
              4,847,482
              
              
              -
              
              
              -
              
              
              4,847,482Stock-based
                  compensation
              
              
              -
              
              
              -
              
              
              3,492,566
              
              
              -
              
              
              -
              
              
              3,492,566**Balance
                  - December 31, 2007**
              
              
              47,008,810
              
              $
              47,009
              
              $
              39,052,399
              
              $
              (28,587,870
              )
              $
              313,869
              
              $
              10,825,407
 The
            accompanying notes are an integral part of these consolidated financial
            statements
 F-5
  **NNRF,
        Inc.**
 **CONSOLIDATED
        STATEMENTS OF CASH FLOWS**
 
 **For the Period from****August 25, 2005****(Date of Inception)****December 31,**
              
              **through****2007**
              
              **2006**
              
              **December 31, 2007****As Restated****Cash
                  Flows from Operating Activities:**Net
                  loss
              
              $
              (16,145,602
              )
              $
              (12,187,963
              )
              $
              (28,587,870
              )Adjustments
                  to reconcile net loss to net cash from operating
                  activities:Depreciation
              
              
              600
              
              
              2,143
              
              
              4,015Amortization
                  of loan costs and debt discount
              
              
              3,671,644
              
              
              305,833
              
              
              3,977,477Common
                  stock issued for interest and services
              
              
              7,510,964
              
              
              10,508,752
              
              
              18,019,716Fair
                  value of warrants issued to pledgors
              
              
              4,847,482
              
              
              -
              
              
              4,847,482Stock-based
                  compensation
              
              
              3,492,566
              
              
              -
              
              
              3,492,566Equity
                  in income of ATOLL
              
              
              (3,421,592
              )
              
              (39,780
              )
              
              (5,461,372
              )Changes
                  in assets and liabilities, net of effects from acquisition of Stafford
                  Energy:Inventories
              
              
              -
              
              
              3,559
              
              
              3,559Accounts
                  receivable
              
              
              -
              
              
              33,035
              
              
              33,035Prepaid
                  expenses and other current assets
              
              
              (252,774
              )
              
              5,112
              
              
              (259,023
              )Accounts
                  payable and accrued liabilities
              
              
              80,766
              
              
              475,446
              
              
              706,711**Net
                  Cash Used in Operating Activities**
              
              
              (2,215,946
              )
              
              (893,863
              )
              
              (3,223,704
              )**Cash
                  Flows from Investing Activities:**Purchase
                  of property and equipment
              
              
              2,513
              
              
              (1,044
              )
              
              (10,344
              )Purchase
                  of investment in ATOLL and Velcont
              
              
              (1,525,655
              )
              
              (1,166,250
              )
              
              (2,691,905
              )Cash
                  acquired in acquisition of Stafford Energy
              
              
              -
              
              
              5,703
              
              
              5,703**Net
                  Cash Used in Investing Activities**
              
              
              (1,523,142
              )
              
              (1,161,591
              )
              
              (2,696,546
              )**Cash
                  Flows from Financing Activities:**Proceeds
                  from shareholder advances
              
              
              -
              
              
              196,562
              
              
              344,163Proceeds
                  from issuance of convertible notes payable
              
              
              2,366,866
              
              
              1,654,630
              
              
              4,021,496Proceeds
                  from issuance of common shares
              
              
              33,250
              
              
              310,868
              
              
              349,118Proceeds
                  from credit facility
              
              
              1,282,000
              
              
              -
              
              
              1,282,000Net
                  proceeds from line of credit
              
              
              -
              
              
              -
              
              
              -**Cash
                  Flows Provided by Financing Activities:**
              
              
              3,682,116
              
              
              2,162,060
              
              
              5,996,777**Effect
                  on Exchange Rate Changes on Cash**
              
              
              (29
              )
              
              (3,250
              )
              
              (3,279
              )**Net
                  Change in Cash**
              
              
              (57,001
              )
              
              103,356
              
              
              73,248**Cash
                  at Beginning of Period**
              
              
              130,249
              
              
              26,893
              
              
              -**Cash
                  at End of Period**
              
              $
              73,248
              
              $
              130,249
              
              $
              73,248**Supplement
                  Disclosure of Cash Flow Information:**Cash
                  paid for interest
              
              $
              -
              
              $
              -**Noncash
                  Investing and Financing Activities:**Stock
                  issued for additional investment
              
              $
              2,400,000
              
              $
              -Conversion
                  of liabilities to equity
              
              $
              6,178,539
              
              $
              648,128Purchase
                  of Stafford Energy, net of cash acquired
              
              $
              -
              
              $
              141,866
 The
          accompanying notes are an integral part of these consolidated financial
          statements
  F-6


**NNRF,
      INC. AND SUBSIDIARIES**


**(A
      Development Stage Company)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**NOTE
      1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
      POLICIES**





***Organization*** –
Nucon,
      Inc. (“Nucon”) was organized on August 25, 2005, under the laws of the State of
      Nevada. On May 23, 2006, Stafford Energy, Inc. a Nevada corporation,
      (“Stafford”), acquired 100% of the issued and outstanding common stock of Nucon
      from the Nucon shareholders in exchange for the issuance of 22,500,000 shares
      of
      common stock. The Nucon shareholders received a majority of the common stock
      of
      Stafford; accordingly, the reorganization of Nucon into Stafford was accounted
      for as the recapitalization of Nucon at historical cost. The accompanying
      consolidated financial statements include the historical operations of Nucon
      and
      have been restated on a retroactive basis to reflect the 22,500,000 shares
      of
      Stafford’s common stock issued to the Nucon shareholders for all periods
      presented. In connection with the recapitalization of Nucon, Stafford changed
      its name to Nucon-RF, Inc. On July 19, 2007, Nucon-RF, Inc. changed its name
      to
      NNRF, Inc. (“NNRF”). All references herein to NNRF or the Company refer to
      Nucon, Inc. prior to May 23, 2006 and to NNRF, Inc. and subsidiaries
      thereafter.





In
      2007,
      the Company formed OOO Nucon-RUS (“Nucon-RUS”), a limited liability company
      under the laws of the Russian Federation. Nucon-RUS is a wholly owned subsidiary
      of NNRF. In January 2007, Nucon-RUS became fully accredited to do business in
      the Russian Federation by the Russian Ministry of Justice.





***Basis
      of Presentation and Consolidation*** – The
      accompanying consolidated financial statements include the accounts of NNRF,
      Inc. and the following wholly owned subsidiaries after May 23, 2006: Nucon,
      Inc., Abucco Technologies Inc. (Abucco), Stafford Energy Canada Inc. (“Stafford
      Canada”) and OOO Nucon-RUS from the dates of their acquisition or formation.
      Intercompany accounts and transactions have been eliminated in consolidation.


Investments
        are accounted for by the equity method if the Company has the ability to
        exercise significant influence over their operating and financial policies.
        Consolidated net loss includes the Company’s proportionate share of the net
        income or net loss from these investments.
 
 The
        Company uses the cost method to account for investments that the Company
        does
        not control or have the ability to exercise significant influence over operating
        and financial policies. In accordance with the cost method, these investments
        are recorded at the lower of cost or fair value.


***Nature
      of Operations*** –
NNRF
      is
      a development stage company whose planned principal operations have not
      commenced. NNRF plans to market products, technologies, technical and
      engineering services to government and private sector clients in the Russian
      Federation, European and Asian markets to enable the clients to manage high-end
      environmental impacts. NNRF intends to acquire manufacturing facilities,
      technical support companies and proprietary technologies to enable it to
      manufacture its planned products and to provide its planned technical and
      engineering services. To date, NNRF has had no sales or revenue from its planned
      environmental impact services business.





***Use
      of Estimates*** –
The
      preparation of 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 at the date of the financial statements. These same estimates may
      affect the disclosure of contingent assets and liabilities at the date of the
      financial statements and the reported amounts of revenues and expenses during
      the reporting periods. Actual amounts and results could differ from those
      estimates.





***Functional
      Currency*** –
The
      United States dollar is the functional currency for the Company’s operations.
      The Company has significant agreements denominated in United States dollars,
      which comprise a majority of the Company’s obligations and expenses.


F-7


**NNRF,
      INC. AND SUBSIDIARIES**


**(A
      Development Stage Company)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





The
      Canadian dollar is the functional currency for the operations of Abucco. These
      assets and liabilities are translated into U.S. dollars at exchange rates as
      of
      the balance sheet date. Related revenues, expenses, gains and losses are
      translated at the average exchange rates during the period. Foreign currency
      translation adjustments from translating the financial statements of Abucco
      are
      included as a component of accumulated other comprehensive loss.


Transaction
        gains and losses for the Company’s investment in ATOLL, which is accounted for
        by the equity method in the consolidated financial statements, will not be
        included in determining net income but will be accounted for in the same
        manner
        as foreign currency
        translation adjustments and reported as a component of other comprehensive
        income as part of shareholder’s equity. The functional currency of ATOLL is the
        Russian Ruble.




***Fair
      Value of Financial Instruments –*** At
      December 31, 2007, the carrying amount of the accounts payable, management
      fee
      payable and the shareholder advances payable approximate their estimated fair
      values because of the immediate or short-term maturity of these financial
      instruments.





***Furniture
      and Equipment –*** Furniture
      and Equipment is carried at cost, net of accumulated depreciation. Depreciation
      is computed using the straight-line method over the estimated useful lives
      of
      the related equipment. Estimated useful lives range from 3 to 5 years.
      Depreciation expense was $600 and $1,272 for the years ended December 31,
      2007 and 2006, respectively.





***Investments
      in Other Entities*** -
      Investments in corporate entities with less than a 20% voting interest are
      generally accounted for under the cost method. The Company uses the equity
      method to account for investments in common stock or in-substance common stock
      of corporate entities, in which it has a voting interest of 20% to 50% or in
      which it otherwise has the ability to exercise significant influence. Under
      the
      equity method, the investment is originally recorded at cost and adjusted to
      recognize any distributions and the Company’s share of net earnings or losses of
      the investee, limited to the extent of the Company’s investment in and advances
      to the investee.





The
      Company regularly monitors and evaluates the realizable value of its
      investments. When assessing an investment for an other-than-temporary decline
      in
      value, the Company considers such factors as, among other things, the
      performance of the investee in relation to its own operating targets and its
      business plan, the investee’s revenue and cost trends, as well as liquidity and
      cash position, including its cash burn rate. If events and circumstances
      indicate that a decline in the value of these assets has occurred and is
      other-than-temporary, the Company records a charge to investment income.





***Long-Lived
      Assets*** –
The
      Company reviews its long-lived assets for impairment whenever events or changes
      in circumstances indicate that the carrying amount of an asset may not be
      recoverable. Recoverability of assets to be held and used is measured by a
      comparison of the carrying amount of the asset to estimated undiscounted future
      cash flows expected to be generated by the asset. If the carrying amount of
      an
      asset exceeds its estimated future cash flows, an impairment charge is
      recognized for the amount by which the carrying amount exceeds the fair value.
      The Company has evaluated its investment in ATOLL and concluded that the
      investment was not impaired at December 31, 2007. Management believes there
      is
      no impairment of any other long-lived assets as of December 31,
      2007.





***Revenue
      Recognition*** – Revenues
      are recognized when shipment of the product has occurred, no significant Company
      obligation exists, the fee is fixed or determinable, and collectibility is
      probable. To date the Company has generated no revenues from its intended
      operations.


F-8


**NNRF,
      INC. AND SUBSIDIARIES**


**(A
      Development Stage Company)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





***Income
      Taxes*** –
The
      Company recognizes an asset or liability for the tax benefit from operating
      loss
      carryforwards and for the deferred tax consequences of temporary differences
      between the tax bases of assets or liabilities and their reported amounts in
      the
      financial statements. Temporary differences will result in taxable or deductible
      amounts in future years when the amounts reported in the financial statements
      are recovered or settled. Deferred tax assets or liabilities are measured using
      enacted tax rates that are anticipated to be in effect when operating losses
      are
      expected to be realized and the temporary differences are expected to reverse.
      Deferred tax assets are reviewed periodically for recoverability and a valuation
      allowance is provided when it is more likely than not that the deferred tax
      assets will not be realized.





In
      July
      2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in
      Income Taxes— an interpretation of FASB Statement No. 109 ("FIN 48")”. FIN 48
      clarifies the accounting for uncertainty in income taxes recognized in an
      enterprise's financial statements in accordance with SFAS No. 109, Accounting
      for Income Taxes. FIN 48 describes a recognition threshold and measurement
      attribute for the recognition and measurement of tax positions taken or expected
      to be taken in a tax return and 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 cumulative effect of adopting FIN 48 is required to
      be
      reported as an adjustment to the opening balance of retained earnings (or other
      appropriate components of equity) for that fiscal year, presented separately.
      The adoption of FIN 48 did not have a material impact to the Company’s
      consolidated financial statements.





***Basic
      and Diluted Loss Per Common Share –*** Basic
      loss per share is computed by dividing net loss by the weighted-average number
      of common shares outstanding during the period. Diluted loss per share is
      computed by dividing net loss by the weighted-average number of common shares
      and dilutive potential common shares that were outstanding during the period.
      The following potential common shares were not included in the calculation
      of
      diluted loss per share as there effects would be anti-dilutive:





**For
                the Year Ended****December
                31,**
            
            **December
                31,****2007**
            
            
            **2006**Convertible
                notes payable
            
            
            -
            
            
            2,674,779Warrants
            
            
            5,554,526
            
            
            1,234,685Options
            
            
            5,821,667
            
            
            -11,376,193
            
            
            3,909,464





***Comprehensive
      Loss –*** Comprehensive
      loss includes the net loss for the period and the foreign currency translation
      adjustment.





***Stock
      Based Compensation*** –
The
      Company recognizes stock-based compensation in accordance with the fair value
      recognition provisions of SFAS No. 123(R), “Share-Based Payment.” SFAS
      No. 123(R) generally requires share-based payments to employees, including
      grants of employee stock options and other equity awards, to be recognized
      in
      the statement of operations based on their fair values. Thus, the Company
      records compensation expense for all share-based awards granted, based on the
      grant date fair value estimated in accordance with the provisions of SFAS
      123(R). The Company adopted SFAS 123(R) using the modified prospective method,
      which requires that compensation expense for the portion of awards for which
      the
      requisite service has not yet been rendered and that are outstanding as of
      the
      adoption date be recorded over the remaining service period. Prior to the
      adoption of SFAS No. 123(R) on January 1, 2006, the Company had no
      share-based compensation arrangements and no share-based compensation was
      awarded during the year ended December 31, 2006. Accordingly, there was no
      impact from adoption of SFAS 123(R) on net loss for the year ended December
      31,
      2006, and no pro forma amounts are presented for 2006 had the Company recognized
      stock-based compensation in accordance with SFAS No. 123(R).


F-9


**NNRF,
      INC. AND SUBSIDIARIES**


**(A
      Development Stage Company)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





Stock-based
      compensation expense recognized during the period is based on the value of
      the
      stock-based payment awards that is ultimately expected to vest. SFAS 123(R)
      requires forfeitures to be estimated at the time of grant and revised, if
      necessary, in subsequent periods if actual forfeitures differ from those
      estimates.





***New
      Accounting Pronouncements*** –
In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS
      157”). SFAS 157 establishes a framework for measuring fair value in generally
      accepted accounting principles, and expands disclosures about fair value
      measurements.  SFAS 157 is effective for the Company as of January 1, 2008.
 In February 2008, the FASB issued FASB Staff Position No. 157-2 which
      extended the effective date to fiscal years beginning after November 15, 2008.
      The Company is currently assessing the potential effect, if any, of SFAS 157
      on
      its consolidated financial statements.





In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities — Including an amendment of FASB
      Statement No. 115 ("SFAS 159")”. SFAS 159 permits an entity to elect fair value
      as the initial and subsequent measurement attribute for many financial assets
      and liabilities. Entities electing the fair value option would be required
      to
      recognize changes in fair value in earnings. Entities electing the fair value
      option are required to distinguish, on the face of the statement of financial
      position, the fair value of assets and liabilities for which the fair value
      option has been elected and similar assets and liabilities measured using
      another measurement attribute. SFAS 159 is effective for fiscal years beginning
      after November 15, 2007. The adjustment to reflect the difference between the
      fair value and the carrying amount would be accounted for as a cumulative-effect
      adjustment to retained earnings as of the date of initial adoption. The Company
      is currently evaluating the impact, if any, of SFAS 159 on its consolidated
      financial statements.





In
      December 2007, the FASB issued SFAS No. 141(R), Business Combinations ("SFAS
      141(R)"), which replaces FAS 141. SFAS 141(R) establishes principles and
      requirements for how an acquirer in a business combination recognizes and
      measures in its financial statements the identifiable assets acquired, the
      liabilities assumed, and any controlling interest; recognizes and measures
      the
      goodwill acquired in the business combination or a gain from a bargain purchase;
      and determines what information to disclose to enable users of the financial
      statements to evaluate the nature and financial effects of the business
      combination. FAS 141(R) is to be applied prospectively to business
      combinations.





In
      December 2007, the FASB issued SFAS No. 160 “Noncontrolling Interests in
      Consolidated Financial Statements-an amendment of ARB No. 51”. (“SFAS 160”)
      establishes accounting and reporting standards for the noncontrolling interest
      in a subsidiary and for the deconsolidation of a subsidiary. The guidance will
      become effective for the fiscal year beginning after December 15, 2008. The
      Company is currently evaluating the impact, if any, of SFAS 160 on its
      consolidated financial statements.


F-10


**NNRF,
      INC. AND SUBSIDIARIES**


**(A
      Development Stage Company)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**NOTE
      2 – BUSINESS CONDITION**





The
      Company is in the development stage as of December 31, 2007 and 2006. The
      Company had generated revenue of zero and $5,343, respectively from sales of
      Abucco’s wireless technology products for the years ended December 31, 2007 and
      2006, respectively. At December 31, 2007 and 2006 the Company has generated
      no
      revenue from its planned environmental-impact products and services. During
      the
      fiscal year ended December 31, 2007 and 2006, the Company incurred losses of
      $16,145,602 and $12,187,963, respectively. Since inception, the Company has
      an
      accumulated deficit of $28,587,870. In addition, the Company used cash in
      operating activities of $2,215,946 and $893,863, during the fiscal years ended,
      December 31, 2007 and 2006, respectively. Since inception, the Company has
      used
      $3,223,704 in operating activities. At December 31, 2007, the Company had a
      working capital deficiency of $58,805. These conditions raise substantial doubt
      about the Company’s ability to continue as a going concern. The financial
      statements do not include any adjustments relating to the recoverability and
      classification of recorded asset amounts or the amount of liabilities that
      might
      be necessary should the Company be unable to continue as a going concern.





The
      Company's ability to continue as a going concern depends on its ability to
      acquire manufacturing facilities, technical support companies and proprietary
      technologies for its core business, to generate sufficient revenue and cash
      flows to meet the Company’s obligations and to obtain additional financing as
      may be required to fund operations. Management’s plans include generating income
      from the Company’s existing licensed technologies and from dividend income from
      ATOLL to permit the Company to generate sufficient income and cash flow to
      continue as a going concern. There is no assurance these plans will be
      realized.





**NOTE
      3 – ACQUISITION OF STAFFORD ENERGY, INC.**





Prior
      to
      the reorganization of NNRF, Stafford had 359,500 shares of common stock
      outstanding. The reverse acquisition of Stafford was recognized by NNRF as
      the
      constructive issuance of the 359,500 shares of common that remained outstanding.
      The consolidated financial statements include the operations of Stafford and
      its
      wholly owned subsidiary, Abucco Technologies, Inc., from May 23, 2006. At the
      date of acquisition, Stafford was a development stage enterprise; therefore,
      the
      shares constructively issued to the Stafford shareholders were recognized at
      the
      fair value of net liabilities assumed on the date of the acquisition. The net
      liabilities assumed consisted of the following:





Cash
            
            $
            5,703Trade
                accounts receivable
            
            
            33,307Inventory
            
            
            3,584Accounts
                payable
            
            
            (59,492
            )Accrued
                liabilities
            
            
            (82,285
            )Advances
                from shareholders
            
            
            (37,000
            )**Net
                Liabilities Assumed**
            
            $
            (136,183
            )





**NOTE
      4 – INVESTMENTS**





***Zao
      Electro Machinery Building Plant Atoll***


On September
      30, 2006, the Company acquired 13.25% of the equity interests of Zao Electro
      Machinery Building Plant Atoll (“ATOLL”), a Russian company, for $1,166,250. In
      March 2007, the Company acquired an additional 36.75% interest for $1,000,000
      in
      cash payments and the issuance of 4,000,000 shares of the Company’s common stock
      valued at $2,400,000 or $0.60 per share, which was equal to the closing price
      of
      the common stock on the date of the transaction. The remaining 50% ownership
      of
      ATOLL is concentrated among a very small group of shareholders. Due to this
      concentration and the nature of the industry that ATOLL operates in, the Company
      initially was unable to influence significant control over the entity at the
      time of investment. Accordingly, the investment in ATOLL was recognized at
      the
      lower of cost or fair value in accordance with FASB Interpretation 35 *“Criteria
      for Applying the Equity Method of Accounting for Investments in Common
      Stock.”* The 50%
      ownership of ATOLL was recorded at cost of $4,566,250.


F-11


**NNRF,
      INC. AND SUBSIDIARIES**


**(A
      Development Stage Company)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





In
      December 2007, the Company determined that it had obtained significant influence
      of ATOLL and thus needed to record the investment under the equity method.
      The
      Company evaluated the change from cost to
      the equity
      method under APB No. 18 “The Equity Method of Accounting for Investments in
      Common Stock,” and determined that the adjustment should be retroactively
      restated. Thus, the financial statements as of and for the year ended December
      31, 2006, have been retroactively restated to reflect the investment as an
      equity method investment. The impact on the 2006 financial statements was to
      increase the investment in ATOLL and record equity in income of ATOLL of
      $39,780.





ATOLL
      is
      a manufacturing and research facility established to develop, manufacture and
      sell products designated for nuclear facilities such as nuclear power plants.
      The carrying amount of this investment was approximately $2.7 million more
      than
      the underlying equity in net assets due to acquired goodwill, which is not
      subject to amortization but is evaluated for impairment annually. No impairment
      was recorded during the years ended December 31, 2007 and 2006.





The
      condensed summarized balance sheet information of ATOLL as of December 31,
      2007,
      is as follows:





Current
                Assets
            
            $
            23,420,760Property
                and Equipment (net)
            
            
            498,416Other
                Assets
            
            
            1,243,113Total
                Assets
            
            $
            25,162,289Current
                Liabilities
            
            $
            9,408,152Non-current
                Liabilities
            
            
            886,266Members'
                Equity
            
            
            14,867,871Total
                Liabilities and Members' Equity
            
            $
            25,162,289Company
                Equity Investment
            
            $
            10,352,228





The
      condensed summarized income statement information for ATOLL for the year ended
      December 31, 2007, is as follows:





Net
                Revenues
            
            $
            43,123,001Gross
                Profit
            
            $
            17,908,447Net
                Income
            
            $
            14,288,205





For
      the
      years ended December 31, 2007 and 2006, the Company recorded equity in its
      share
      of ATOLL’s net income of $5,662,717 and $39,780, respectively. During the
      year ended December 31, 2007, the Company received dividends of $241,125 from
      ATOLL. ATOLL had one customer in which accounted for approximately 50% of total
      revenues for the year ended December 31, 2007.


F-12


**NNRF,
      INC. AND SUBSIDIARIES**


**(A
      Development Stage Company)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





***Electro
      Machinery Building Plant Velcont***


The
      Company has commenced the acquisition of a 10% interest in Electro Machinery
      Building Plant Velcont (“VELCONT”), a Russian company, at a purchase price of
      $1.6 million. As of December 31, 2007, the Company had acquired a 3.3% interest
      in VELCONT for $525,000. In addition, the agreement gives the Company the
      option to purchase an additional 15% interest in VELCONT at the same rate per
      interest as the initial investment.





VELCONT
      is a manufacturer operating in the automotive, aviation and nuclear industries.
      The Company has recorded its investment in VELCONT at cost. The Company has
      evaluated its investment in VELCONT and concluded that due to the close
      proximity of the investment, at December 31, 2007, the investment was not
      impaired. The Company intends to periodically review the carrying value of
      the
      investment. In the case of an other-than-temporary decline in the value of
      the
      investment, the Company will decrease the investment.





**NOTE
      5 – SHAREHOLDER ADVANCES**




Various
      current shareholders loaned the Company $147,601 from August 25, 2005 through
      December 31, 2005 and loaned the Company an additional $194,527 through June
      2006. In July 2006, the Company issued 4,593,073 shares of common stock at
      $0.07
      per share upon conversion of the $342,128 of loans payable to the shareholders.
      Of this amount, $20,000 was loaned to the Company by a member of management.
      The
      fair value per share of the common stock on July 1, 2006 was $1.10 based upon
      the trading price of the common stock and the price the Company had issued
      common stock for cash about the same time, and resulted in the shareholders
      receiving a beneficial conversion option of $1.03 per share, or $4,710,252,
      which was charged to interest expense on the date of issuance.





The
      remaining $39,041 payable to the shareholders is from prior loans from Stafford
      shareholders and is due on demand and does not have a stated interest rate.





**NOTE
      6 – CONVERTIBLE NOTES PAYABLE**





***$1,949,500
      Convertible Notes***


From
      July
      through December 2006, the Company issued $1,949,500 of 8% convertible notes
      payable and 974,750 warrants in a private placement offering for $1,654,630,
      net
      of a 13% cash commission paid to the placement agent of $294,870. The placement
      agent was also issued 259,935 warrants. The warrants issued to the note holders
      are exercisable for two years from the date issued at $1.50 per share; the
      warrants issued to the placement agent are exercisable through June 30, 2011
      at
      $0.75 per share. The notes were due two years from the date of issuance and
      were
      convertible into common stock at $0.75 per share.





The
      fair
      value of the warrants was determined by the Black-Scholes option pricing model
      using the following weighted-average assumptions: volatility of 255%, risk-free
      interest rate of 4.86%, dividend yield of 0% and a term of 2.60 years. The
      fair
      value of the placement agent warrants was $240,810 and the fair value of the
      warrants issued to the note holders was $831,013. Based on the effective
      conversion price of the convertible notes payable, the note holders received
      a
      beneficial conversion option of $829,660.


F-13


**NNRF,
      INC. AND SUBSIDIARIES**


**(A
      Development Stage Company)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





The
      net
      proceeds were allocated between the convertible notes payable and the warrants
      issued to the note holders based on their relative fair values and resulted
      in
      $544,629 being allocated to the convertible notes payable (before $374,460
      of
      capitalized deferred loan costs), $413,992 allocated to the warrants issued
      to
      the note holders, $240,810 allocated to the warrants issued to the placement
      agent and $829,660 allocated to the beneficial conversion option. The resulting
      discount to the convertible notes payable of $1,404,871 and the deferred loan
      costs were amortized over the term of the convertible notes.





***$2,750,500
      Convertible Notes***


In
      February and March 2007, the Company issued $2,750,500 of 8% convertible notes
      payable and 1,375,250 warrants (exercisable at $1.50 per share) in a private
      placement offering for $2,367,935, net of a 13% cash commission plus expenses
      paid to the placement agent of $382,565. The placement agent was also issued
      601,732 warrants exercisable at $0.75 per share and 500,000 warrants exercisable
      at $0.10 per share. The warrants issued to the note holders are exercisable
      for
      two years from the date issued and the warrants issued to the placement agent
      are exercisable for five years from the date of issuance.





The
      notes
      are due two years from the date of issuance and were convertible into common
      stock at $0.75 per share





The
      fair
      value of the warrants was determined by the Black-Scholes option pricing model
      using the following weighted-average assumptions: volatility of 241%, risk-free
      interest rate of 4.77%, dividend yield of 0% and a term of 3.08 years. The
      fair
      value of the placement agent warrants was $824,394 and the fair value of the
      warrants issued to the note holders was $824,343. Based on the effective
      conversion price of the convertible notes payable, the note holders received
      a
      beneficial conversion option of $386,560.





The
      net
      proceeds were allocated between the convertible notes payable and the warrants
      issued to the note holders based on their relative fair values and resulted
      in
      $1,732,009 being allocated to the convertible notes payable (before $928,055
      of
      capitalized deferred loan costs), $353,027 allocated to the warrants issued
      to
      the note holders, $824,394 allocated to the warrants issued to the placement
      agent and $386,560 allocated to the beneficial conversion option. The resulting
      discount to the convertible notes payable of $1,018,491 and the deferred loan
      costs are being amortized over the term of the convertible notes.





***Conversion
      of Convertible Notes***


In
      total,
      the Company issued $4,700,000 of 8% convertible notes, 2,350,000 subscriber
      warrants, and 1,361,667 placement agent warrants. On June 18, 2007, the
      convertible notes of $4,700,000 and accrued interest of $196,539 were converted
      into 6,528,719 shares of common stock, a conversion rate of $0.75 per share.
      On
      the date of conversion, the closing market price of the Company’s common stock
      was $5.35. Since the accrued interest was converted at a rate lower than the
      fair value, the Company recorded the per share difference of $4.60 (totaling
      $1,205,440) as additional interest expense. In addition, at the time of
      conversion, the Company amortized the remaining discounts on the convertible
      notes of $1,960,634 and the remaining deferred loan costs of $1,158,442 to
      interest expense.


F-14


**NNRF,
      INC. AND SUBSIDIARIES**


**(A
      Development Stage Company)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





***Revolving
      Credit Facility***


On
      August
      27, 2007, the Company entered into a revolving credit facility agreement
      (“Credit Facility”) in the amount of $2,500,000, with Professional Offshore
      Opportunity Fund, Ltd.  (the “Lender”).  Under the terms of the Credit
      Facility, the Company may borrow up to $2,500,000 from Lender, with $500,000
      advanced on closing and additional amounts to be advanced in increments not
      to
      exceed $250,000, or more if the parties agree, in any thirty-day period, unless
      waived by Lender, in which case the loan amount could exceed $250,000 in that
      period.  The Company is required to repay all principal and accrued but
      unpaid interest on amounts advanced pursuant to the Credit Facility no later
      than August 28, 2009. The initial $500,000 advance under the Credit Facility
      was
      made on September 6, 2007.





The
      material terms of the Credit Facility are as follows: (i) the Company has
      arranged for restricted shares of common stock, held by third parties, to be
      pledged as collateral for the loans pursuant to a Pledge Agreement between
      Lender and such third parties; (ii) Lender may reduce the amount of the
      outstanding loans by retaining for its own account pledged stock, subject to
      the
      volume restrictions of Rule 144 (no more than 1% of the outstanding shares
      for a
      90 day period.); (iii) the loans bear interest at the rate of 8% per annum;
      (iv)
      on each advance, the Company must repay any accrued but unpaid interest and
      Lender may withhold two months interest from any advance as prepaid interest;
      (v) the Company may prepay the principal and interest on the loan without
      penalty; (vi) Lender may withhold from any advance a retention fee equal to
      5%
      of the amount loaned; (vi) in connection with the issuance of the loan, the
      Company provided Lender a commitment fee of $50,000 and common stock equal
      to
      $250,000 (the shares were valued at the closing price on September 6, 2007,
      or
      $2.97 per share, the date on which the first funding in the amount of $500,000
      occurred under the Credit Facility. The foregoing equates to 84,175 shares
      of
      common stock. The shares of common stock include piggyback registration rights.
      In November 2007, the Company issued the lender an additional 500,000 shares
      of
      common stock pursuant to the terms of the Credit Facility. The Company valued
      the shares of common stock at $935,000 based on the current fair value of the
      Company’s common stock on the date of issuance. The Company expensed the value
      of the common stock upon issuance.





In
      consideration for the pledge of a total of 1,842,859 restricted shares of
      common stock (“Pledged Shares”), held by third parties, as collateral against
      the Credit Facility, the Company entered into a Common Stock Agreement with
      each
      of such third parties providing the following consideration: restricted shares
      of common stock in the amount of 2,763,489 shares (“Pledge Share
      Consideration”), or 150% of the amount of shares of common stock pledged. The
      Common Stock Agreement provides that the third party must return any common
      shares to the Company to the extent the Lender does not retain the Pledged
      Shares pledged by the third party. In addition, the Company has filed with
      the
      transfer agent a Stop Transfer Resolution, whereby, the Company must authorize
      in writing to the transfer agent whether the Pledge Share Consideration can
      be
      sold and or transferred by the third parties. Therefore, treating the Pledge
      Share Consideration as being held in escrow. During the year ended December
      31,
      2007, the Company issued the 2,763,489 Pledge Share Consideration to the third
      parties. The shares will not be reflected as outstanding and accounted for
      until
      the contingent event has been triggered. Upon triggering, conversion of amounts
      due to the Lender satisfied with Pledged Shares, the Company will value the
      vested portion of the Pledge Share Consideration and expense the excess value
      of
      the shares over the liability satisfied.


F-15


**NNRF,
      INC. AND SUBSIDIARIES**


**(A
      Development Stage Company)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





Also,
      in
      connection with Credit Facility the Company issued warrants to purchase
      1,842,859 shares of common stock, vesting immediately and exercisable for a
      period of two years at $2.95 per share to one of the third parties pledging
      the
      shares above. In connection with this issuance, the Company valued the warrants
      at $4,847,482 and immediately expensed the amount to interest expense. The
      fair
      value of the warrants was determined by the Black-Scholes option pricing model
      using the following weighted-average assumptions: volatility of 224%, risk-free
      interest rate of 4.28%, dividend yield of 0% and a term of two
      years.





The
      Company paid the placement agent $100,000 and issued 150,000 shares of
      restricted common stock in consideration for placing the Credit Facility. The
      consideration paid to the placement agent was expensed to interest expense
      upon
      issuance. The shares were valued at $2.31 per share, which was the fair value
      of
      the shares on the date of issuance and resulted in the recognition of $346,500
      of compensation for services during the year ended December 31, 2007. The
      150,000 shares of common stock were issued for consulting services. The 150,000
      shares of common stock vested fully upon grant and there were no future
      performance requirements.





During
      the year ended December 31, 2007, the Company requested advances totaling
      $1,282,000 under the Credit Facility. Net proceeds received from these advances
      were $1,071,750. These costs related to prepaid interest and funding fees
      withheld by the Lender. The Company expensed these costs immediately to interest
      expense. Subsequent to funding of the $1,282,000, the Lender elected to reduce
      the amounts due to them by 1,199,403 Pledged Shares. In connection with this
      conversion, the Company released the Pledge Share Consideration of 1,799,105
      shares on the date of the election. The Company valued the shares at $4,607,299
      using the closing market price of the Company’s common stock on the date of the
      election of $2.56. The Company accounted for the excess of the fair value of
      the
      common stock over the $1,282,000 satisfied of $3,325,299 as additional interest
      expense during the year ended December 31, 2007.





As
      of
      December 31, 2007, the total number of shares available under the Pledged Shares
      and Pledge Share Consideration agreements was 643,456 and 964,384, respectively.
      As of December 31, 2007, proceeds available under the Credit Facility are
      $1,218,000.





**NOTE
      7 – INCOME TAXES**





The
      components of the net deferred tax asset and liability at December 31, 2007
      and
      2006 were as follows:





**2007**
            
            **2006**Operating
                loss carry forwards
            
            $
            11,647,811
            
            $
            4,239,783Equity
              in
              undistributed earnings of ATOLL
            
            
            (1,925,324
            )
            
            -Less:
                Valuation allowance
            
            
            (9,722,487
            )
            
            (4,239,783
            )**Net
                Deferred Tax Asset**
            
            $
            -
            
            $
            -





The
      Company had tax operating loss carry forwards totaling approximately $34,258,268
      at December 31, 2007, that will expire if unused in 2026.




There
      was
      no provision for, or benefit from, income taxes since inception. The following
      is a reconciliation of the amount of tax benefit that would result from applying
      the federal and European statutory rate to net loss with the provision for
      income taxes for the years ended December 31, 2007 and 2006:


F-16


**NNRF,
      INC. AND SUBSIDIARIES**


**(A
      Development Stage Company)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**2007**
            
            **2006**Tax
                benefit at blended rate
            
            $
            (5,399,151
            )
            $
            (4,239,783
            )Permanent
                difference
            
            
            20,000
            
            
            12,099Change
                in deferred tax asset valuation allowance
            
            
            5,482,704
            
            
            4,153,319Effect
                of difference in statutory tax rates
            
            
            (103,553
            )
            
            74,365**Net
                Income Tax Expense**
            
            $
            -
            
            $
            -





**NOTE
      8 – STOCKHOLDERS’ EQUITY**





The
      Company is authorized to issue 100,000,000 shares of common stock with a par
      value of $0.001 per share. The Company is authorized to issue 5,000,000 shares
      of Class A preferred stock and 5,000,000 shares of Class B preferred stock.
      Each
      share of Class A preferred stock, if issued, can be convertible into ten shares
      of common stock and each share of Class B preferred stock can be convertible
      into 12 shares of common stock. The preferred stock is non-voting and may have
      such rights, preferences and other limitations as determined by the Board of
      Directors.





***Issuance
      of Common Stock for Cash*** -
      In July
      2006, the Company issued 185,000 common shares for $138,750 at $0.75 per share.
      During October through December, 2006, the Company issued 229,833 common shares
      for $172,125 of cash at $0.75 per share. During January through March 31, 2007,
      the Company issued 44,334 common shares for $33,250 of cash at $0.75. These
      issuances for cash were to unrelated individuals and entities.





***Issuance
      of Common Stock for Settlement of Payables and Services*** -
      In May
      2006, the Company issued 3,000,000 common shares to two individuals for the
      settlement of $3,000 owed to the individuals and for investor relation services
      rendered to the Company. The shares were valued at $1.05 per share, which was
      the fair value of the shares on the date of issuance and resulted in the
      recognition of $3,147,000 of compensation for services. The 3,000,000 shares
      of
      common stock were issued in consideration for the outstanding debt as well
      as
      for investor relations services. The 3,000,000 shares of common stock vested
      fully upon grant and there were no future performance requirements.





In
      June
      2006, the Company issued 1,080,000 common shares to five individuals for
      services rendered to the Company. The shares were valued at $1.40 per share,
      which was the fair value of the shares on the date of issuance and resulted
      in
      the recognition of $1,512,000 of compensation for services. Of the total shares
      issued, 250,000 shares of common stock were issued for investor relations
      services and 830,000 shares of common stock were issued for consulting services.
      The 1,080,000 shares of common stock vested fully upon grant and there were
      no
      future performance requirements.





In
      September 2006, the Company issued 400,000 common shares to a consultant for
      services rendered to the Company. The shares were valued at $1.39 per share,
      which was the fair value of the shares on the date of issuance and resulted
      in
      the recognition of $556,000 of compensation for services. The 400,000 shares
      of
      common stock were issued for public relations services. The 400,000 shares
      of
      common stock vested fully upon grant and there were no future performance
      requirements.


F-17


**NNRF,
      INC. AND SUBSIDIARIES**


**(A
      Development Stage Company)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





In
      December 2006, the Company issued 750,000 common shares to a consultant for
      services rendered to the Company. The shares were valued at $0.75 per share,
      which was the fair value of the shares on the date of issuance and resulted
      in
      the recognition of $562,500 of compensation for services. The 750,000 shares
      of
      common stock were issued for merger and acquisition and strategic advisory
      services rendered. The 750,000 shares of common stock vested fully upon grant
      and there were no future performance requirements.





In
      December 2006, the Company issued 432,000 common shares to several members
      of
      management in satisfaction of a monthly share commitment. The shares were valued
      at $0.75 per share, which was the fair value of the shares on the date of
      issuance and resulted in the satisfaction of $324,000 of management fees
      payable. The 432,000 shares of common stock accrued monthly until December
      31,
      2006 and the related liability was revalued on a monthly basis. The 432,000
      shares of common stock vested fully upon grant on December 31, 2006 and there
      were no future performance requirements.





In
      February 2007, the Company issued 50,000 common shares to one individual for
      services rendered to the Company. The shares were valued at $0.79 per share,
      which was the fair value of the shares on the date of issuance and resulted
      in
      the recognition of $39,500 of compensation for services. The 50,000 shares
      of
      common stock were issued for investor relations services. The 50,000 shares
      of
      common stock vested fully upon grant and there were no future performance
      requirements.





In
      March
      2007, the Company issued 2,500 common shares to a consultant for services
      rendered to the Company. The shares were valued at $1.37 per share, which was
      the fair value of the shares on the date of issuance and resulted in the
      recognition of $3,425 of compensation for services. The 2,500 shares of common
      stock were issued for consulting services. The 2,500 shares of common stock
      vested fully upon grant and there were no future performance
      requirements.





In
      March
      2007, the Company issued 20,000 common shares to a consultant for services
      rendered to the Company. The shares were valued at $1.79 per share, which was
      the fair value of the shares on the date of issuance and resulted in the
      recognition of $35,800 of compensation for services. The 20,000 shares of common
      stock were issued for consulting services. The 20,000 shares of common stock
      vested fully upon grant and there were no future performance
      requirements.





In
      May
      2007, the Company issued 250,000 common shares to a consultant for services
      rendered to the Company. The shares were valued at $5.45 per share, which was
      the fair value of the shares on the date of issuance and resulted in the
      recognition of $1,362,500 of compensation for services. The 250,000 shares
      of
      common stock were issued for consulting services. The 250,000 shares of common
      stock vested fully upon grant and there were no future performance
      requirements.





In
      June
      2007, the Company issued 50,000 common shares to a consultant for services
      rendered to the Company. The shares were valued at $5.15 per share, which was
      the fair value of the shares on the date of issuance and resulted in the
      recognition of $257,500 of compensation for services. The 50,000 shares of
      common stock were issued for consulting services. The 50,000 shares of common
      stock vested fully upon grant and there were no future performance
      requirements.


F-18


**NNRF,
      INC. AND SUBSIDIARIES**


**(A
      Development Stage Company)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**NOTE
      9 – COMMITMENTS AND CONTINGIENCIES**





The
      Company had management agreements to pay monthly management fees totaling
      $55,500. During the year ended December 31, 2006, the Company had a commitment
      to issue 24,000 common shares per month to several members of management. On
      December 29, 2006, the Company issued 432,000 shares to these individuals with
      a
      value of $0.75 per share which was the fair value of the Company’s stock on the
      date of issuance. On December 31, 2006, the Company had management fees payable
      of $271,625. Management fees paid during the year ended December 31, 2007 were
      $271,000, and $167,000 were payable at December 31, 2007.





**NOTE
      10– STOCK OPTIONS AND WARRANTS**





*Stock
      Options*





Effective
      March 1, 2007, the Company implemented the 2007 Stock Option and Incentive
      plan
      (“Plan”). The Plan allows the Company to grant to employees, officers, directors
      and consultants stock options and bonuses in the form of stock and options.
      Under the Plan, the Company can grant awards for the purchase of up to 6,000,000
      shares of common stock in the aggregate, including incentive and non-qualified
      stock options.





On
      March
      1, 2007, the Company issued non-qualified options to purchase 5,821,667 shares
      of common stock, exercisable at $0.75 per share to officers, directors and
      consultants. These options vested upon issuance and expire in ten years. The
      options were valued at $3,492,566 as determined by using the Black-Scholes
      option pricing model with the following assumptions: volatility of 240%,
      risk-free interest rate of 4.56%, dividend yield of 0% and a term of 10.0 years.
      The expected volatility is based on the historical price volatility of our
      common stock. The risk-free interest rate represents the U.S. Treasury bill
      rate
      for the expected life of the related stock options. The dividend yield
      represents our anticipated cash dividend over the expected life of the stock
      options. The value was expensed during the year ended December 31, 2007 and
      included in general and administrative expenses.





As
      of
      December 31, 2007, 5,821,667 options were vested and outstanding, with a
      weighted average exercise price of $0.75, and a weighted average remaining
      life
      of 9.17 years. The aggregate intrinsic value of options exercisable at December
      31, 2007 was $2,154,017.





*Warrants*





During
      the years ended December 31, 2007 and 2006, the Company issued warrants to
      purchase 4,319,841 and 1,234,685 shares of common stock at weighted average
      exercise prices of $1.85 and $1.34, respectively. As of December 31, 2007,
      there
      were 5,554,526 warrants outstanding which had a weighted average contractual
      life was 1.97 years and a weighted average exercise price of $1.74. See Note
      6
      for additional information regarding the issuances.





**NOTE
      11 – SUBSEQUENT EVENT**





In
      January and March 2008, the Company requested draws aggregating $450,000 under
      the Credit Facility discussed in Note 6 above of which $416,991 in net proceeds
      was received. Upon funding of the $450,000 the Lender elected to reduce the
      amounts due to them by 446,096 Pledged Shares. In connection with this
      conversion, the Company valued the Pledge Share Consideration of 669,144 shares
      on the date of the election. The Company valued the shares at $516,824 using
      the
      closing market price of the Company’s common stock on the date of the elections
      of $0.77. The Company accounted for the excess of the fair value of the common
      stock over the $450,000 satisfied of $66,824 as additional interest expense.
      Subsequent to this draw, the Credit Facility was cancelled.




NOTE
      12 – SEGMENTS


The
        Company has facilities in the North America and Europe. The following are
        the
        disclosures related to the facilities and operations in those
        demographics.
 Year
                    Ended December 31,Net
                    Loss
                
                2007
                
                2006North
                    America
                
                $
                (20,904,784
                )
                $
                (11,717,396
                )Europe
                
                
                4,759,182
                
                
                (470,567
                )Total
                    Consolidated
                
                $
                (16,145,602
                )
                $
                (12,187,963
                )December
                    31,
                
                
                December
                    31,Assets
                
                
                2007
                
                
                2006North
                    America
                
                $
                330,307
                
                $
                451,691Europe
                
                
                10,903,212
                
                
                1,208,160Total
                    Consolidated
                
                $
                11,233,519
                
                $
                1,659,851


F-19




**Item
      8.**  **Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure.**





We
      have
      had no disagreements on any matter of accounting principles or practices,
      financial statement disclosure, or auditing scope or procedures with our
      accountants for the year ended December 31, 2007, or any interim period. We
      have not had any other changes in nor have we had any disagreements, whether
      or
      not resolved, with our accountants on accounting and financial disclosures
      during our recent fiscal year or any interim period.





**Item
      8A(T).**  **Controls
      and Procedures.**





**Evaluation
      of Disclosure Controls.**





As
      of the
      end of the reporting period, December 31, 2007, we carried out an evaluation,
      under the supervision and with the participation of our management, including
      the Company's President and the Chief Financial Officer, of the effectiveness
      of
      the design and operation of our disclosure controls and procedures pursuant
      to
      Rule 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934 (the
      "Exchange Act"), which disclosure controls and procedures are designed to insure
      that information required to be disclosed by a company in the reports that
      it
      files under the Exchange Act is recorded, processed, summarized and reported
      within required time periods specified by the SEC's rules and forms. Based
      upon
      that evaluation, the President and the Chief Financial Officer concluded that
      our disclosure controls and procedures are effective at a reasonable assurance
      level based upon their evaluation of these controls and procedures as required
      by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15.





**Management’s
      Report on Internal Control Over Financial Reporting.**





Our
      management is responsible for establishing and maintaining adequate internal
      control over our financial reporting. Internal control over financial reporting
      is a process to provide reasonable assurance regarding the reliability of our
      financial reporting for external purposes in accordance with generally accepted
      accounting principles. Internal control over financial reporting includes
      policies and procedures that: (i) pertain to maintaining records that in
      reasonable detail accurately and fairly reflect our transactions;
      (ii) provide reasonable assurance that transactions are recorded as
      necessary for preparation of our financial statements and that receipts and
      expenditures of company assets are made in accordance with management
      authorization; and (iii) provide reasonable assurance that unauthorized
      acquisition, use or disposition of company assets that could have a material
      effect on our financial statements would be prevented or detected on a timely
      basis. Because of its inherent limitations, internal control over financial
      reporting is not intended to provide absolute assurance that a misstatement
      of
      our financial statements would be prevented or detected.




Our
      management evaluated the effectiveness of our internal control over financial
      reporting based on the framework in *Internal
      Control—Integrated Framework* issued
      by the Committee of Sponsoring Organizations of the Treadway Commission. Based
      upon that evaluation, management concluded that the company's internal control
      over financial reporting was effective as of December 31, 2007.


25


**Changes
      in Internal Controls.**





During
      the fiscal quarter ended December 31, 2007, there were no changes in our
      internal controls over financial reporting that have materially affected or
      are
      reasonably likely to materially affect our internal controls over financial
      reporting.





**Limitations.**





Our
      management, including our Principal Executive Officer and Principal Financial
      Officer, does not expect that our disclosure controls or internal controls
      over
      financial reporting will prevent all errors or all instances of fraud. A control
      system, no matter how well designed and operated, can provide only reasonable,
      not absolute, assurance that the control system's objectives will be met.
      Further, the design of a control system must reflect the fact that there are
      resource constraints, and the benefits of controls must be considered relative
      to their costs. Because of the inherent limitations in all control systems,
      no
      evaluation of controls can provide absolute assurance that all control issues
      and instances of fraud, if any, within our company have been detected. These
      inherent limitations include the realities that judgments in decision-making
      can
      be faulty, and that breakdowns can occur because of simple error or mistake.
      Controls can also be circumvented by the individual acts of some persons, by
      collusion of two or more people, or by management override of the controls.
      The
      design of any system of controls is based in part upon certain assumptions
      about
      the likelihood of future events, and any design may not succeed in achieving
      its
      stated goals under all potential future conditions. Over time, controls may
      become inadequate because of changes in conditions or deterioration in the
      degree of compliance with policies or procedures. Because of the inherent
      limitation of a cost-effective control system, misstatements due to error or
      fraud may occur and not be detected.





**ITEM
      8B. Other Information.**





None.





**PART
      III**





**Item 9.**
            **Directors,
                Executive Officers, Promoters and Control Persons; Compliance with
                Section
                16(a) of the Exchange Act.**





The
      following information is furnished with respect to our directors and executive
      officers. There are no family relationships between or among any of our
      directors or executive officers. Our executive officers serve at the discretion
      of our board of directors


26





**Name**
            
            **Age**
            
            **Title**Lawrence
                C. McQuade
            
            80
            
            Chairman
                of the BoardJ.
                Holt Smith, Esq.
            
            66
            
            President
                and DirectorJ.P.
                Todd Sinclair
            
            58
            
            Chief
                Financial OfficerPeter
                Goerke
            
            48
            
            Executive
                Vice President and SecretaryProf.
                Valery A. Lebedev, Ph.D.
            
            66
            
            Chief
                Scientific Officer





**Lawrence
      C. McQuade** serves
      as the Chairman of the Board of NNRF. Mr. McQuade is a founder and partner
      of
      River Capital International, a financial services company which focuses on
      Russia and Eastern Europe, and manages the Volga Fund - an open ended limited
      partnership investing in Russian securities. Mr. McQuade also serves as the
      Chairman of Qualitas International and worked with Price Waterhouse as
      co-advisor to the Russian Federal Securities Commission in establishing the
      Russian mutual fund industry. Mr. McQuade was previously the Vice Chairman
      of
      Prudential-Bache Mutual Fund Management, the Executive Vice President and
      Director of W.R. Grace & Co and the President and CEO of Procon
      Incorporated. Mr. McQuade has held many public positions in the U.S. government
      including Assistant Secretary of the U.S. Department of Commerce and Assistant
      Secretary of the U.S. Department of Defense. Lastly, Mr. McQuade has also served
      as director, chairman or trustee on over 20 prestigious councils and commissions
      throughout his career, including the U.S. Council on Foreign Relations, the
      President’s Commission on White House Fellows and the Foreign Policy Institute.
      Mr. McQuade graduated from Yale with a B.A. in Economics, Oxford with a B.A.
      in
      Jurisprudence (Rhodes Scholar) and Harvard Law School with a LLB.




**J.
      Holt Smith** serves
      as President and a Director of NNRF. Mr. Smith commenced his career in 1967
      when
      he joined the Fort Worth, Texas law firm of McDonald, Sanders, Ginsburg,
      Phillips, Maddox and Newkirk, becoming a partner in 4 years. In 1979, he joined
      The United States Trust Company of New York opening their Beverly Hills,
      California office. In 1980, he became a member of the Los Angeles law firm
      of
      Bushkin, Gaims, Gaines and Jonas serving as head of the Securities
      Department. From 1988 to present he practiced law with his own firm,
      Smith & Associates during which time he also joined the politically active
      firm of Kelley, Lytton & Vann in Los Angeles. Mr. Smith brings a wealth of
      experience in business and securities law that will be instrumental in guiding
      NNRF through its stages of growth. Mr. Smith is a graduate of Vanderbilt
      University with a Bachelor of Arts degree in English and Philosophy and a Juris
      Doctorate degree in Law in 1966.





**J.P.
      Todd Sinclair** serves
      as Chief Financial Officer of NNRF. Mr. Sinclair commenced his career as an
      auditor with Price Waterhouse and served in various capacities for a period
      of
      eight years. From 1985 to 1992, Mr. Sinclair served as Chief Financial Officer
      and Secretary of XCAN Grain Ltd., at that time Canada’s largest privately owned
      grain exporter with annual sales and shipment of grains in excess of $500
      million dollars. Mr. Sinclair oversaw all foreign exchange activities,
      documentary negotiations and trade finance (over $100 million dollars of lines
      of credit). From 1992 to 1994, Mr. Sinclair has served as Controller/Chief
      Financial Officer of BSE Limited, Canada’s largest golf course
      contractor/builder. From 1994 to 1996, Mr. Sinclair served as Vice President
      Finance and Corporate Secretary of AVCAN Limited, a publicly traded company
      involved in early stage GPS technology. Since 1997, Mr. Sinclair served as
      a
      consultant to several public and private operating companies. Mr. Sinclair
      received a Bachelor of Arts (Hons) and Bachelor of Commerce (Hons) from the
      University of Manitoba. Mr. Sinclair received his Chartered Accountant
      designation from the Canadian Institute of Chartered
      Accountants.


27


**Peter
      Goerke** serves
      as Executive Vice President and Secretary of NNRF. Mr. Goerke was born in East
      Germany and was educated in Russia at the prestigious Moscow State Institute
      for
      International Relations and has been conducting business in Russia and the
      Former Soviet Union for the past 25 years. Mr. Goerke also served for several
      years with the German Foreign Service. With a specialization in economics and
      business administration, Mr. Goerke was appointed to assist in the
      post-unification efforts of Germany as the representative in Siberia of the
      Privatization Agency of the German government, the Treuhandanstalt, in 1993.
      Mr.
      Goerke has consulted for many German companies doing business in Russia and
      has
      also taught economics, business administration and economic law at the Deutsche
      Private Finanzakademie AG in Munich. Mr. Goerke’s talents in facilitating
      business between Germany, the US and Russia and his fluency in German, Russian
      and English have made him an integral part of the NNRF team.





**Professor
      Valery A. Lebedev,**  **Ph.D.** , is
      the Chief Scientific Officer of NNRF. Prof. Lebedev is the former General
      Director of the Mining Chemical Combine at Zhelesnogorsk where NNRF plans on
      conducting a portion of its nuclear waste remediation business. After receiving
      his PhD from the Moscow Institute of Energetics,  Prof.
      Lebedev rapidly advanced at the Mining Chemical Combine from Engineer to
      General Director of the facility. During this time, Prof. Lebedev was appointed
      as the Deputy Minister of the Ministry of Atomic Energy (1999-2002). Through
      his
      scientific and management skills and persistence, Prof. **** Lebedev
      has gained the trust and confidence of his **** colleagues in the international nuclear industry which provides **** NNRF
      with an essential advantage in its marketing activities. Prof. Lebedev enjoys
      the highest status of science in the Russian Federation as an Academician of
      the
      Russian Federation Academy of Science, the International Engineering Academy,
      and a member of the Central Board of the Nuclear Association of
      Russia.




**Involvement
      in Certain Legal Proceedings**





During
      the past five years, no director, person nominated to be a director, executive
      officer, promoter or control person of the Company has been involved in any
      of
      the following:





(1)
            Any
                bankruptcy petition filed by or against any business of which such
                person
                was a general partner or executive officer either at the time of
                the
                bankruptcy or within two years prior to that time;(2)
            Any
                conviction in a criminal proceeding or being subject to a pending
                criminal
                proceeding (excluding traffic violations and other minor
                offenses);(3)
            Being
                subject to any order, judgment or decree, not subsequently reversed,
                suspended or vacated, of any court of competent jurisdiction, permanently
                or temporarily enjoining, barring, suspending or otherwise limited
                his
                involvement in any type of business, securities or banking activities;
                and


28





(4)
            Being
                found by a court of competent jurisdiction (in a civil action), the
                Commission or the Commodity Futures Trading Commission to have violated
                a
                federal or state securities or commodities law, and the judgment
                has not
                been reversed, suspended or
                vacated.





**Auditors;
      Committees of the Board of Directors; Board of Advisors**





Hansen,
      Barnett & Maxwell, P.C., an independent registered public accounting firm,
      serves as our independent auditors.





We
      do not
      presently have an audit committee, but intend to form such committee in 2008.
      In
      the interim, our board of directors serves in the capacity of the audit
      committee.





We
      do not
      presently have a compensation, nominating or corporate governance committee,
      but
      intend to form each such committee in 2008.




Each
      of
      the Company’s directors receives $48,000 in cash compensation annually.





**Advisory
      Board**





The
      Company has established a board of advisors (“Advisory Board”). Members thereof
      serve for a minimum term of one (1) year and receive, on an annual basis,
      $12,000 and an option to purchase 20,000 shares of common stock (“Options”)
      pursuant to the Company’s 2007 Stock Option and Incentive Plan. The Options are
      exercisable for a period of ten (10) years at an exercise price equal to or
      greater than the closing price of the Company’s common stock on the date of
      grant.





The
      Advisory Board consists of Professor Valery Zubov, Ph.D. and Victor Achunov.
      The
      biographies for Messrs. Zubov and Achnuov follow:





Dr.
      Valery Zubov was re-elected in 2008 as a Deputy of the Federal Duma, which
      is
      the lower house of the Russian Parliament. Dr. Zubov is primarily responsible
      for drafting legislation pertaining to the formation of more effective financial
      markets in Russia and modernizing Russia’s banking system. Dr. Zubov served as a
      member of the Russian Federal Parliament Committee on Credit Organizations
      and
      Financial Markets. In addition, Dr. Zubov is the former Governor of Russia’s
      Krasnoyarsk region and of the founders and deputy directors of the Krasnoyarsk
      region stock exchange.





Victor
      Achunov has served as Head of the Department of Disposal of Nuclear Objects
      and
      Nuclear-Powered Submarines in Russia since 1999. Commencing in 1971, Mr. Achunov
      worked at VNIPIPT, a Soviet Union scientific-research and design institute
      of
      industrial engineering. Previously, Mr. Achunov served in the Nuclear Power
      Ministry of the Russian Federation, in Rosatom. In 1971, Mr. Achunov received
      a
      degree from the Moscow Engineering and Technical Institute.





**Compliance
      with Section 16(a) of the Securities Exchange Act of 1934**





Section
      16(a) of the Securities Exchange Act of 1934 requires the Company's directors
      and executive officers, and persons who own more than 10% of the Company's
      common stock, to file with the Securities and Exchange Commission initial
      reports of beneficial ownership and reports of changes in beneficial ownership
      of common stock of the Company. Officers, directors and greater than 10%
      shareholders are required by the Securities and Exchange Commission to furnish
      the Company with copies of all Section 16(a) reports they file.


29


Our
      officers, directors and persons who own more than 10% of the Company’s common
      stock have not yet filed Forms 3, 5, and Schedule 13(D) and Schedule 13(G),
      as
      applicable. Each of the foregoing applicable forms will be filed by the
      respective officers, directors and 10% stockholders in April 2008.





**Code
      of Ethical Conduct** .





On
      March
      14, 2008, our board of directors adopted our code of ethical conduct that
      applies to all of our employees and directors, including our principal executive
      officer and principal financial and accounting officer.





Our
      Code
      of Ethical Conduct is designed to deter wrongdoing and to promote:





·
            Honest
                and ethical conduct, including the ethical handling of actual or
                apparent
                conflicts of interest between personal and professional
                relationships;





·
            Full,
                fair, accurate, timely and understandable disclosure in reports and
                documents that we file or submit to the Securities & Exchange
                Commission and in other public communications made by
                us;





·
            Compliance
                with applicable governmental laws, rules and
                regulations;





·
            Prompt
                internal reporting to an appropriate person or persons identified
                in the
                code of violations of our Code of Ethical Conduct;
                and





·
            Accountability
                for adherence to the Code.




**Item
      10. Executive Compensation**





The
      following table sets forth summary information concerning the total remuneration
      paid or accrued by NNRF, Inc. to or on behalf of our executive officers whose
      total annual salary exceeded $100,000 during the fiscal years ended December
      31,
      2007 and 2006. In accordance with the rules of the Securities and Exchange
      Commission, the compensation described in this table does not include
      perquisites and other personal benefits received by the executive officers
      named
      in the table below which does not exceed the lesser of $10,000 or 10% of the
      total salary and bonus reported for the executive officers.


30





**Name
                and**
              **Principal** **Position**
            
            **Year**
            
            **Salary**
            
            **Bonus**
            
            **Stock**
              **Awards**
            
            **Option**
              **Awards**
            
            **Non-Equity**
              **Incentive
                Plan**
              **Compensation**
            
            **Change
                in**
              **Pension** **Value**
              **and** **Nonqualified**
              **Deferred**
              **Compensation**
              **Earnings**
            
            **All
                other**
              **Compensation**
            
            **Total**$
            
            $
            
            $
            
            $
            
            $
            
            $
            
            $
            
            $J.
                Holt Smith, President(1)
            
            
            2006
            
            
            48,000
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            48,0002007
            
            
            48,000
            
            
            -
            
            
            -
            
            
            383,953
            
            
            -
            
            
            -
            
            
            -
            
            
            431,953J.P.
                Todd Sinclair,
            
            
            2006
            
            
            32,000
            
            
            -
            
            
            336,000
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            368,000Chief
                Financial Officer (2)
            
            
            2007
            
            
            90,000
            
            
            -
            
            
            -
            
            
            383,953
            
            
            -
            
            
            -
            
            
            -
            
            
            473,953Peter
                Goerke,
            
            
            2006
            
            
            72,000
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            12,000
            
            
            84,000EVP
                and Secretary (3)
            
            
            2007
            
            
            90,000
            
            
            -
            
            
            -
            
            
            699,193
            
            
            -
            
            
            -
            
            
            -
            
            
            789,193Valery
                A. Lebedev, Ph.D.,
            
            
            2006
            
            
            100,000
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            12,000
            
            
            112,000Chief
                Scientific Officer (4)
            
            
            2007
            
            
            100,000
            
            
            -
            
            
            -
            
            
            297,881
            
            
            -
            
            
            -
            
            
            -
            
            
            397,881





(1)
      J.
      Holt Smith, our President and a Director, was issued an option to purchase
      640,000 shares of common stock, exercisable at $0.75 per share through March
      1,
      2017, valued at $383,953, in 2007.


(2) J.P.
      Todd Sinclair, our Chief Financial Officer, was issued 240,000 shares of
      restricted common stock, valued at $336,000, in 2006, and an option to purchase
      640,000 shares of common stock, exercisable at $0.75 per share through March
      1,
      2017, valued at $383,953, in 2007.


(3) Peter
      Goerke, our Executive Vice President and Secretary, was issued an option to
      purchase 1,166,667 shares of common stock, exercisable at $0.75 per share
      through March 1, 2017, valued at $699,193, in 2007.


(4) Valery
      A. Lebedev, our Chief Scientific Officer, was issued an option to purchase
      500,000 shares of common stock, exercisable at $0.75 per share through March
      1,
      2017, valued at $297,881, in 2007.





**Compensation
      of Directors**





The
      following table sets forth the equity awards made to members of our board of
      directors during the fiscal year ended December 31, 2007:


31





**DIRECTOR
      COMPENSATION**





**Name**
            
            **Cash
                Awards**
            
            **Stock
                Awards**
            
            **Option
                Awards**
            
            **Total**Lawrence
                C. McQuade, Chairman(1)
            
            $
            48,000
            
            $
            -
            
            $
            149,981
            
            $
            197,981J.
                Holt Smith
            
            $
            48,000
            
            $
            -
            
            $
            398,953
            
            $
            446,953





(1)
      Mr.
      McQuade was issued an option to purchase 250,000 shares of common stock,
      exercisable at $0.75 per share through March 1, 2017, valued at
      $149,981.




**Item 11.**
            **Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters.**





The
      following table is a list of the beneficial ownership of common stock as of
      April 8, 2008 of (i) all persons who beneficially owned more than 5% of our
      outstanding common stock, (ii) all directors, (iii) all executive
      officers and (iv) all directors and executive officers as a group,
      according to record-ownership listings as of that date.





The
      beneficial ownership is calculated based on 47,973,240 shares of common stock
      outstanding as of December 31, 2007. Beneficial ownership is determined in
      accordance with the rules of the Commission and generally includes voting or
      investment power with respect to securities and, accordingly, includes shares
      issuable upon exercise of options that are exercisable within 60 days of
      December 31, 2007.




Unless
      otherwise indicated, the persons identified in this table have sole voting
      and
      sole investment powers with regard to the shares beneficially
      owned.





**Title
                of Class**
            
            **Name
                and Address of**
              **Beneficial
                Owner (1)**
            
            **Amount and**
              **Nature of Beneficial
                Owner**
            
            **Percent of**
              **Class**Common
            
            
            J.
                Holt Smith - President and Director (2,6)
            
            
            640,000
            
            
            1.33
            %Common
            
            
            J.P.
                Todd Sinclair (1) - CFO (2,7)
            
            
            1,243,669
            
            
            2.59
            %Common
            
            
            Peter
                Goerke - EVP & Secretary (3,8)
            
            
            3,354,000
            
            
            6.99
            %Common
            
            
            Valery
                A. Lebedev, Ph.D. - CEO (4,9)
            
            
            3,147,334
            
            
            6.56
            %Common
            
            
            Lawrence
                C. McQuade - Chairman (5,10)
            
            
            350,000
            
            
            0.73
            %Officers
                and Directors as a Group (5 parties)
            
            
            8,735,003
            
            
            18.20
            %





(1)
            Each
                of the parties named above have sole voting and investment
                power.


(2)
            The
                business address for Messrs. Smith and Sinclair is c/o NNRF, Inc.,
                1574
                Gulf Rd., # 242, Point Roberts, WA
                98281.


(3)
            The
                business address for Mr. Goerke is Theresienstrasse 6-8,80333 Munich,
                Germany.


(4)
            The
                business address for Dr. Lebedev is 117393Moscow, 20 Architect Vlassov’s
                st.


(5)
            The
                business address for Mr. McQuade is 51 East 42ndStreet, 11thFloor, New York, NY 10017.


32


(6)
            J.
                Holt Smith, our President and a Director, holds an option to purchase
                640,000 shares of common stock, exercisable at $0.75 per share through
                March 1, 2017.


(7)
            J.P.
                Todd Sinclair, our Chief Financial Officer, holds 603,669 shares
                of common
                stock, and an option to purchase 640,000 shares of common stock,
                exercisable at $0.75 per share through March 1,
                2017.


(8)
            Peter
                Goerke, our Executive Vice President and Secretary, holds 2,187,333
                shares
                of common stock, and an option to purchase 1,166,667 shares of common
                stock, exercisable at $0.75 per share through March 1,
                2017.


(9)
            Valery
                A. Lebedev, our Chief Scientific Officer, holds 2,647,334 shares
                of common
                stock, and an option to purchase 500,000 shares of common stock,
                exercisable at $0.75 per share through March 1,
                2017.


(10)
            Lawrence
                C. McQuade, our Chairman of the Board, holds 100,000 shares of common
                stock, and an option to purchase 250,000 shares of common stock,
                exercisable at $0.75 per share through March 1, 2017.





**Item
      12. Certain Relationships and Related Transactions and Director
      Independence.**





**Transactions
      with Management and Others.**





Except
      as
      otherwise set forth in this report, no member of management, executive officer,
      director, nominee for a director or security holder who is known to the Company
      to own of record or beneficially more than five percent of any class of the
      Company’s voting securities, nor any member of the immediate family of any of
      the foregoing persons, has had any direct or indirect material interest in
      any
      transaction to which the Company was or is to be a party.





During
      the period August 25, 2005 through June 30, 2006, our President, J. Holt Smith,
      loaned the Company a total of $20,000 (“Loan”) for working capital. The Loan was
      non interest bearing. On July 1, 2006, Mr. Smith converted the Loan into 259,740
      shares of common stock, or approximately $0.07 per share.





Except
      as
      otherwise set forth in this report, no member of management, executive officer,
      director, nominee for a director or security holder who is known to the Company
      to own of record or beneficially more than five percent of any class of the
      Company's voting securities, nor any member of the immediate family of any
      of
      the foregoing persons, has had any direct or indirect material interest in
      any
      transaction to which the Company was or is to be a party.





**Certain
      Business Relationships.**





Except
      as
      set forth in (a) above, and to the knowledge of management, or as previously
      filed in the Company’s periodic reports, no director or nominee for director is
      or has been related to any person who has been a party to any transaction with
      the Company.





**Indebtedness
      of Management.**





No
      member
      of the Company’s management is or has been indebted to the Company since the
      beginning of its last fiscal year.


33


**Transactions
      with Promoters.** None.





**Item
      13.**  **Exhibits
      and Financial Statement Schedules**




**Exhibit Number**
            
            **Description
                of Exhibits**2.1
            
            Merger
                and Plan of Share Exchange by and between Stafford Energy, Inc.,
                and
                Nucon, Inc. dated May 23, 2006 (1)3.1
            
            Articles
                of Incorporation (1)3.11
            
            Amendment
                to Articles of Incorporation (3)3.2
            
            Amended
                and Restated Bylaws (1)4.1
            
            Form
                of Common Stock Certificate (1)4.2
            
            Form
                of Convertible Promissory Note (1)4.3
            
            Form
                of Common Stock Purchase Warrant (2)4.4
            
            Form
                of Registration Rights Agreement (2)10.1
            
            Employment
                Agreement of Valery Alexandrovitch Lebedev dated October 31, 2005
                (1)10.2
            
            Employment
                Agreement of Todd Sinclair dated May 23, 2006 (1)10.3
            
            Employment
                Agreement of Alexander S. Stepanenko (1)10.4
            
            Consultant
                Agreement of Peter Goerke dated October 3, 2005 (1)10.5
            
            Stock
                Option and Incentive Plan (2)10.6
            
            Investment
                Banking Letter Agreement by and between Mercer Capital, Ltd. and
                Nucon-RF,
                Inc. dated January 23, 2007 (2)10.7
            
            Acquisition
                Agreements by and between ZAO Electro Machinery Building Plant ATOLL
                and
                Nucon-RF, Inc. dated July 26, 2006 and March 7, 2007
                (2)


34





10.8
            
            Cooperation
                Agreement between Association “ASPECT” and Nucon-RF, Inc. dated April 17,
                2007 (3)10.9
            
            Cooperation
                Agreement between Nucon, Inc. and Atomstroyexport dated November
                22, 2005
                (3)10.10
            
            Territorial
                Sub-Distributor Agreement between Power Quality Holdings, Inc. and
                Nucon,
                Inc. dated December 14, 2005 (3)10.11
            
            Cooperation
                Agreement between Tri Ion Wassertechnik and Nucon, Inc. dated February
                8,
                2006 (3)10.12
            
            Cooperation
                Agreement between Truboprovodnaya armatura (TPA) and Nucon, Inc.
                dated
                December 12, 2005 (3)10.13
            
            Consulting
                Agreement between Hanover Capital Corporation and Nucon, Inc. dated
                October 1, 2006 (3)10.14
            
            Agreement
                for Corporate Communications/Media and Investor Relations between
                Eisenberg Communications and Nucon-RF, Inc. dated August 7, 2006
                (3)10.15
            
            Consultancy
                Agreement between Rose Consulting and Engineering and Nucon-RF, Inc.
                dated
                April 20, 2007 (3)10.16
            
            Consulting
                Services Agreement between StockTiger.com - Richard Crockett and
                Nucon-RF,
                Inc. dated February 16, 2007 (3)10.17
            
            Business
                Advisory Agreement between Newbridge Securities Corporation and Nucon-RF,
                Inc. dated May 17, 2007 (3)10.18
            
            Sales
                Agreement between Global Matrechs, Inc. and Nucon, Inc. dated April
                25,
                2006 (3)10.19
            
            Asset
                Purchase Agreement between Dr. Hans-Jürgen Engelmann and Nucon-RF, Inc.
                dated July 2006 (3)10.20
            
            Consulting
                Agreement between Claridge Management and Nucon-RF, Inc. dated June
                19,
                2007 (3)


35





10.21
            
            Revolving
                Credit Facility Agreement between Professional Offshore Opportunity
                Fund,
                Ltd. and NNRF, Inc. dated August 27, 2007 (4)10.22
            
            Registration
                Rights Agreement between Professional Offshore Opportunity Fund,
                Ltd. and
                NNRF, Inc. dated August 27, 2007 (4)10.23
            
            Pledge
                Agreement between Professional Offshore Opportunity Fund, Ltd, on
                the one
                hand, and Janet Wall Separate Property Rev. Trust 10/1/02 and Darin
                Nellis, on the other hand, dated August 27, 2007 (4)10.24
            
            Common
                Stock and Warrant Agreement between Darin Nellis and NNRF, Inc. dated
                August 27, 2007 (4)10.25
            
            Common
                Stock and Warrant Agreement between Janet Wall Separate Property
                Rev.
                Trust 10/1/02 and NNRF, Inc. dated August 27, 2007 (4)10.26
            
            Fee
                Agreement between Newbridge Securities Corporation and NNRF, Inc.
                dated
                September 2, 2007 (4)10.27
            
            Registration
                Rights Agreement between Newbridge Securities Corporation and NNRF,
                Inc.
                dated September 2, 2007 (4)10.28
            
            Code
                of Ethical Conduct adopted by the NNRF, Inc. board of directors on
                March
                14, 2008*10.29
            
            Investment
                Contract between Engineering Center of Nuclear Containers OOO and
                NNRF,
                Inc. dated December 4, 2007*10.30
            
            Agreement
                on Sale and Purchase of Shares between JSC Electroprivod and NNRF,
                Inc.
                dated March 8, 2008*10.31
            
            Agreement
                on Sale and Purchase of Shares between Velcont and NNRF, Inc.. dated
                August 1, 2007*11.1
            
            Statement
                regarding computation of per share earnings (5)21.1
            
            List
                of Subsidiaries*31.1
            
            Certifications
                Pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002*31.2
            
            Certifications
                Pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002*


36





32.1
            
            Certifications
                Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.
                Section 1350)*





*
      Filed
      Herewith





(1)
      Previously filed as an exhibit to the Company’s Form 10-SB filing with the
      Securities and Exchange Commission on February 22, 2007.




(2)
      Previously filed as an exhibit to the Company’s Form 10-SB filing with the
      Securities and Exchange Commission on May 15, 2007.




(3)
      Previously filed as an exhibit to the Company’s Form 10-SB filing with the
      Securities and Exchange Commission on July 24, 2007.





(4)
      Previously filed as an exhibit to the Company’s Form 10-SB filing with the
      Securities and Exchange Commission on September 25, 2007.




(5)
      The
      information required by this exhibit can be determined from the Financial
      Statements included in Part F/S hereto.





**Item
      14.**  **Principal
      Accounting Fees and Services.**





The
      Company paid, or accrued, the following fees to its independent auditors for
      the
      fiscal years ended December 31, 2006 and 2007:





FYE
                12/31/07
            
            FYE
                12/31/06Audit
                Fees
            
            $
            82,035
            
            $
            35,495Audit-related
                Fees
            
            $
            -
            
            $
            -Tax
                Fees
            
            $
            -
            
            $
            -All
                other fees
            
            $
            -
            
            $
            -Total
                Fees
            
            $
            82,035
            
            $
            35,495




The
      Company has no formal audit committee. The entire board of directors serves
      as
      the Company’s audit committee.





To
      our
      knowledge, in 2007 the Company's principal accountant did not engage any other
      persons or firms other than the principal accountant's full-time, permanent
      employees.


37


**SIGNATURES**





In
      accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant
      caused this report to be signed on its behalf by the undersigned, thereunto
      duly
      authorized.





Dated:
      April 15, 2008





NNRF,
      Inc.





/s/ J. Holt Smith
            
            /s/ J.P. Todd SinclairBy:
                J. Holt Smith
            
            By:
                J.P. Todd SinclairTitle:
                President, Director
            
            Title:
                Chief Financial 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.





/s/
                J. Holt Smith
            
            April
                15, 2008By:
                J. Holt SmithTitle:
                President, Director/s/
                J.P. Todd Sinclair
            
            April
                15, 2008By:
                J.P. Todd SinclairTitle:
                Chief Financial Officer/s/
                Peter Goerke
            
            April
                15, 2008By:
                Peter GoerkeTitle:
                Executive Vice President and Secretary/s/
                Lawrence McQuade
            
            April
                15, 2008By:
                Lawrence McQuadeTitle:
                Director


38