<pre>
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                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                 FORM 10-K
(MARK ONE)
 [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934 For the fiscal year ended December 31, 2008     OR

 [ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934 For the transition period from __________ to __________

                        Commission file number:  0-28811

                          INNOVATIVE IMPACT DESIGN, INC.
                          -----------------------------
             (Exact Name of registrant as specified in its charter)


          Florida                   0-25853                59-1413673
----------------------------   ------------------------  -----------------
(State or other jurisdiction   (Commission File Number)  (I.R.S. Employer
      of incorporation)                                  Identification No.)

                           1251 N. Fruitridge Ave.
                         Terre Haute, Indiana 47804
                     ---------------------------------------
                    (Address of principal executive offices)


                                 877-443-4554
                          -------------------------
                          Issuer's telephone Number

       Securities registered under Section 12(b) of the Exchange Act:
      Title of each class      Name of each exchange on which registered
                None                                   None

     Securities registered under Section 12(g) of the Exchange Act:
                              (Title of Class)
                                   None
                            _____________________


Transitional Small Business Disclosure Format (check one):  YES | |  NO |X|

DOCUMENTS INCORPORATED BY REFERENCE: None.
Check whether issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act.  |X|

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES | |  NO |X|

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. |   |

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES |X|  NO |   |

The Company's revenue for the twelve months ended December 31, 2008
was $0.

As of April 10, 2009, the aggregate market value of the common equity held by
non-affiliates of the registrant was approximately $2,100,000. As of that
date, the number of shares outstanding of the registrant's only class of common
stock was 7,185,636.

Transitional Small Business Disclosure Format (check one):YES |  | NO |X|

DOCUMENTS INCORPORATED BY REFERENCE: None.

===============================================================================
<page>1

<table>

TABLE OF CONTENTS

PART I                                                                                         Page
<C>      <C>                                                                                    <C>
Item 1.  Description of Business.................................................................2
Item 2.  Description of Property.................................................................6
Item 3.  Legal Proceedings.......................................................................6
Item 4.  Submission of Matters to a Vote of Security Holders.....................................6

PART II

Item 5.  Market for Common Equity and Related Stockholder Matters................................7
Item 6.  Management's Discussion and Analysis or Plan of Operation...............................10
Item 7.  Financial Statements....................................................................16

PART III

Item 8A. Controls and Procedures.................................................................17
Item 9.  Directors, Executive Officers, Promoters and Control
         Persons; Compliance with Section 16(a) of the
         Exchange Act............................................................................17
Item 10. Executive Compensation..................................................................18
Item 11. Security Ownership of Certain Beneficial Owners and
           Management............................................................................19
Item 12. Certain Relationships and Related Transactions..........................................20
Item 13. Exhibits and Reports on Form 8-K........................................................21
Item 14. Principal Accountant Fees and Services..................................................21

SIGNATURES   ....................................................................................22
</table>
                             PART I

SPECIAL NOTES

VOLUNATRILY REPORTING

        We are a voluntarily filing this 10-K report. We are a Pink Sheet
listed, non-reporting company (through the filing of a Form 15) but file these
reports voluntarily in an effort to keep our shareholders and other interested
parties informed about our progress and business. Please take note our financial
reports are not audited.

REGARDING FORWARD-LOOKING STATEMENTS

    This report contains forward-looking statements, including among others:

    o   our product development activities;
    o   our business strategy for establishing a presence in the pallet market;
    o   anticipated trends in our financial condition and results of
        operations; and
    o   our ability to distinguish ourselves from our current and future
        competitors.

    You can identify forward-looking statements generally by the use of
forward-looking terminology such as "believes," "expects,"  "may," "will,"
"intends," "plans," "should," "could," "seeks," "pro forma," "anticipates,"
"estimates," "continues," or other variations thereof, including their use in
the negative, or by discussions of strategies, opportunities, plans or
intentions. You may find these forward-looking statements under the captions
"Risk Factors," "Management's Discussion and Analysis or Plan of Operation,"
and "Description of Business," as well as captions elsewhere in this report. A
number of factors could cause results to differ materially from those
anticipated by forward-looking statements, including those discussed under
"Risk Factors" and "Description of Business."

    These forward-looking statements necessarily depend upon assumptions  and
estimates that may prove to be incorrect.  Although we believe that the
assumptions and estimates reflected in the forward-looking statements are
reasonable, we cannot guarantee that we will achieve our plans, intentions or
expectations. The forward-looking statements involve known and  unknown risks,
uncertainties and other factors that may cause actual results to differ in
significant ways from any future results expressed or implied by the forward-
looking statements.

ITEM 1.  DESCRIPTION OF BUSINESS.

  Expanded Businesss Operations

        We expanded our operations. We have reorganized the company into two
divisions. Our Vote Power voting system will be one division, which shall
continue to develop its voting system as before and we have expanded our
operations by opening an environmental or "Green" division which we believe will
greatly add to our financial success, provide long term growth, while at the
same time setting an industry standard.

  Recycled Plastic Materials

        We estimate that the recycling plastic business is a $240 billion
industry. This is even more evident and imperative due to the large increase in
oil prices that has caused a dramatic increase in new plastic materials. The
Environmental Protection Agency (EPA) continues to raise recycling goals each
year and it is expected that even higher goals will be set in the future.  In
order to achieve its goals, the EPA is emphasizing the use of recycled materials
employed in the construction of private and public structures.

        Our operations to sell and produce recycled plastic roofing tiles with a
compression molding line are based out of Terre Haute, Indiana. Our roofing
division, RPM Roofing & Manufacturing, occupies a 70,000 foot building, with all
the equipment for a state of the art manufacturer roofing tiles. We have the
capacity to produce up to 7,200 squares per month with their current equipment
but has enough plant capacity for 5 times that amount of monthly production.

        We employ a proprietary substrate that can be molded into three primary
roofing products: simulated slate, simulated cedar shake, barrel tile and flat
tile. All of our plastic roofing tile products will be manufactured from
recycled plastic material in a process that creates products that we believe are
superior to all presently-employed roofing products. We believe that these
products are superior for the following reasons:

    o    extreme fire and flame resistance;
    o    superior impact resistance;
    o    high durability;
    o    absolute water resistance;
    o    aesthetic beauty based upon castings of hand selected virgin
         products;
    o    ease of installation;
    o    light-weight, negating extra structural engineering costs;
    o    qualify for discounts from major insurance companies; and
    o    heat reduction through reflection of up to 75% of the sun's heat, this
         in turn reduces the need for expensive extra insulation in certain
         climates and reduces other costs.

        No additional structural engineering is necessary for the installation
of our plastic roofing tiles and we believe that our roofing materials will not
only reduce costs for homeowners but also for contractors as a result of the
reduced cost of labor and materials.

<page>2

        We offer a variety of roofing profiles and colors, including the
following:

        SIMULATED SLATE. Our simulated slate tiles are cast from natural slate
and are available in black, charcoal, gray, brown, red and green colors. Our
simulated slate tiles are 12 x 18 inches and weigh approximately 1.8 lbs. per
tile. We believe that our simulated slate tiles are beautiful and cannot be
differentiated from genuine slate tiles except upon close examination.

        SIMULATED CEDAR SHAKE. Our simulated cedar shake tiles are cast from
multiple patterns of genuine cedar shake and are available in pewter, charcoal,
brown and weathered gray colors. We believe that we have obtained the natural
beauty of real wood with these tiles. The length of this tile is 24 inches and
our simulated cedar shake tiles are expected to be available in 5, 7 and 12
inch widths weighing approximately 1.5, 1.8 and 2.0 lbs. per tile, respectively.

        SIMULATED SPANISH TILE.  Our simulated Spanish tiles is the most popular
and provides a Mediterranean styling with all the beauty and durability of
genuine clay tiles, but with greater ease of  installation, and are available in
terra cotta, brown and black colors. Our simulated Spanish tiles are 16.5 x 13
inches and weigh approximately 1.8 lbs. per tile.

        Each of our simulated tile products are tested to produce a Class A
and/or C fire rating. In addition, each of our simulated tile products are
tested to produce a Class 3 and 4 impact rating, except for our simulated
Spanish tile product, which we plan to have tested to produce a Class 3 impact
rating. We expect that the durability and fire resistance ratings of our
simulated tile products may reduce insurance premiums for the owners of homes
and buildings that utilize these products.

  Environmental Considerations

        We believe that environmental considerations will favorably influence
our ability to succeed. We estimate that the recycling business is a $240
billion industry. The EPA continues to raise recycling goals each year and we
expect that even higher goals will be set in the future.  In order to achieve
its goals, the EPA is emphasizing the use of recycled materials employed in the
construction of private and public structures.

        Many states, such as California, are restricting or limiting the use of
wood roofing tiles due to susceptibility to fire and their contribution to the
depletion of natural resources. Recycled plastic roofing tiles can be used in
lieu of wood products and are less susceptible to fire.

  The Roofing Blend

        We have developed a new and simpler roofing tile blend. We have coupled
this with a more advanced mixing and manufacturing process we developed, through
and with the assistance of a number plastic (polymer) engineers. Our new roofing
blend uses very common recycled raw materials that are readily available in the
market place in plentiful amounts and from numerous different sources. Costs
have been reduced for raw material, all previously dangerous powder raw
materials have been eliminated and press cycle times have been reduced which has
doubled the production lines' current capacity without adding any new presses or
additional equipment.

        The new blend has now been tested and passed all of the third-party
testing required for various certifications.

  Sales &  Research & Development

        The gross sales of our roofing tiles for 2007 were only $189,000 due the
need for all new third-party testing and development of a new and simpler
roofing tile formula. Every month sales have increased and now that we are in
the Summer we want to make a big push to get our product line into the market
place and our presence felt.

<page>3

        On the research and development side of the roofing business, we are
testing and preparing to introduce a new low cost roofing alternative produced
from recycled plastic that will be competitively priced for the first time with
asphalt shingles, the highest selling roofing material in the country. We
believe that this would be the first time that a composite plastic (recycled or
otherwise) roofing product would be competitive with asphalt roofing shingles.
We also intend to continue to improve our current roofing tile products by
making them lighter and also intend to introduce a heavy rock slate shingle much
like our current slate tile roof but with a thicker looking appearance, this is
very popular in the Midwest and Northeast sections of the country.

        We believe that our plastic roofing products are a viable alternative to
more expensive traditional roofing products. Our plastic roofing products are
priced lower than wood shake, slate and clay tiles. Our plastic roofing products
are priced competitively with other alternative roofing materials. We believe
that our plastic roofing tiles are considerably more durable than wood, slate or
barrel tiles made from traditional materials. Our plastic roofing tiles have a
life expectancy of approximately 50 years, whereas natural tiles have a life
expectancy of approximately 20 years.

        We are offering a variety of roofing profiles and colors, including
customization  options, to satisfy diverse requests. We offer simulated slate in
six colors, simulated cedar slate in four colors, simulated Spanish tile in
three colors and simulated flat cement thatch in five colors.

        We believe that traditional roofing products are generally either
attractive or safe, but not both. We believe that our roofing products combine
these two desirable  characteristics and we aim to position our products with
distributors and suppliers, contractors and builders, architects, and end-
consumers as high-quality, durable, environmentally- friendly products that add
beauty and safety to virtually any structure at a competitive price.

  Industry Demand

        We believe that the demand for plastic roofing materials is increasing
faster than the demand for traditional roofing materials. A greater than 50%
increase in demand for plastic roofing products is expected by 2010, whereas the
entire roofing industry is  expected to increase by 20% during the same period.
We believe that the demand for plastic roofing products is currently, and will
continue to be, bolstered in part by the continued emphasis on the use of
recycled materials. The EPA has raised recycling goals and has focused on the
construction industry. The EPA's target states with the largest recycling rates
include California, New York, Minnesota, Florida and Texas.

   Expanded Operations - Plastic Compounding Pellet Line

        We also plan to add a Recycled Plastic Compounding Pellet lines that
will recycle raw plastic bottles into plastic pellets that have been
specifically formulated for various customers and for our roofing tiles. This
will cut down on our raw material costs and minimize variable pricing that comes
in the market place because of the variability of oil prices that drive the
plastic supply market.

        The production line is expected to produce 2000 pounds of material an
hour and run 20 hours per day in order to keep up with demand. We have secured a
number of sources of recyclable materials that will grind up in our plant and
then process through the extruder line to produce the plastic pellets for sale
and use in our roofing tile blend.

  Current Marketing

        We now have sales representatives covering the east coast from New
Jersey down to and including Florida. Midwest sales representatives for Iowa,
Illinois, Wisconsin, Missouri, Minnesota, Oklahoma, Arkansas, Alabama, Texas
Wisconsin, and a west coast representatives for the Pacific Northwest, and
Arizona and Nevada.

<page>4

  Sales and Marketing Future Plans

        We intend to market our plastic roofing products through and to the
following five distinct groups:

        IN HOUSE MARKETING GROUP. We are opening a special sales division for
sales efforts and support for the all states west of Mississippi River. This
will be an intensive drive to open roofing markets that are currently not
being supported.

        MANUAFCTUER'S REPRESENTATIVES. We need to add many more manufacture's
representatives for our product and train them on the value and dependability of
our roofing tile line. We intend to seek out the best and brightest sales
representatives we can find and offer 8% commissions for all sales, which is 2
to 3 percent higher then our competition but since we have good profit margins
we want to attract the best sales people in the roofing field, in order to brake
into the market.

        DISTRIBUTORS AND SUPPLIERS. We believe that distributors and suppliers
are an excellent resource to display and feature our plastic roofing products.
We believe that distributors and suppliers have key connections within the
construction industry and that they can provide numerous sales opportunities for
our products. We have already contacted two major distributors in Florida and
both have indicated an interest in buying our products when and if they are
readied for large-scale production and use. We need to add more.

        CONTRACTORS AND BUILDERS. Contractors and builders have the power to
exert influence over their clients regarding the type of roof to be chosen. We
expect to focus on contractors and builders in the geographic areas where we
expect to initially market our products: the South, the West and in Florida. By
exposing our products to contractors and builders and increasing demand for our
products within this group, we expect to also increase demand for our products
with distributors and suppliers.  We need more direct sales to them.

        ARCHITECTS. We believe that architects represent an excellent potential
sales resource. Architects are often able to designate materials used in their
structures and, in addition to the core benefits of our plastic roofing
products, we hope to interest architects in unusual and modern roofs for
commercial and professional buildings. We believe that architects can be
marketed to through advertisements in trade-related publications. In marketing
to architects, we would expect to direct advertisements and information to the
various geographical areas where our sales activity is heaviest or where we are
focusing our marketing efforts. We need to advertise more and get our name out
as a green building supplier which architects are constantly looking for.

        END CONSUMERS. Establishing long-term relationships with homeowners  is
an important goal. Most modern residential roofs need replacement within a 20
year period. Targeting homeowners and building owners is important for our
future as many homeowners and building owners will be in a position to utilize
our products in the future. These are the highest profit margin sales and we are
currently selling directly to the end user because we have not established a
large enough distributor network to cover the entire country.

        We have to initiate direct mail campaigns, print advertising, website
communications and memberships in appropriate industry and other related
associations such as the Western States Roofing Contractor's Association, the
Florida Roofing and Sheet Metal Contractors Association, the National Roofing
Contractors Association and others. We anticipate that our print advertising
programs will include a product sample affixed to a printed advertisement. We
also anticipate that our direct mail campaigns will target select groups, such
as distributors and suppliers, contractors and builders, architects and end
consumers in an area-by-area launch program. We plan to have the mailing program
contain an informational packet, product samples, price lists and advertising
reprints of magazines or other advertising that we have circulated.  We estimate
that we will commence these campaigns within several months following insurance
approvals and certification of our plastic roofing products from the
International Council of Building Officials.

        We have begun to advertise more in select industry magazines such as
Builder Magazine, Roofing Contractor Magazine, Roofing/Siding/Insulation
Magazine, Environmental Design and Construction Magazine and Architectural West.
We expect that the focus of our advertisements will be the advantages our
products offer over traditional roofing products and our competitors'
alternative roofing products.

        We have expanded our website that is distinct from our existing plastic
roofing websites. We include detailed descriptions and features of our line of
alternative roofing products, the methods for ordering them and pricing
information. We also expect to include methods for obtaining samples of these
products and actual photos of roofs of homes and buildings that employ our
products.

<page>5
                      Vote Power Division

Vote Power Opportunity

The Election Reform titled Help America Vote Act (HAVA). The HAVA Act initially
provided $3.86 billion Federal funding for the 50 States to upgrade their
election support systems.  The bill also banned the use of legacy "Punch Card"
voting solutions in future elections. The result of this legislation required
all states to investigate new solutions for the voting procedures as HAVA seeks
to enhance the accessibility and the integrity of elections.

The United States prides itself on being the strongest democracy in the world.
The strength of its democracy is based free and fair election process.  The
nation depends on a reliable election process.

Vote Power offers a through, reliable, and secure software solution for the
future of all elections.

Power Challenge

Following the approval of the HAVA Act, the US DES (Department of Election
Services) initiated a $120 million project in conjunction with MIT and CalTech
to develop the requirements and standards for the vendors who wish to
participate in creating the electronic voting software.  These requirements and
standards are in addition to the certification requirements mandated by the
NASED (National Association of State Election Directors).

Although several of the software vendors are certified by NASED at the present
time, none of the newly developed software has proven to be insecure over time
and have been very vulnerable to the hacker attacks. To date, there is not a
single solution in the market which does not compromise voter information.

Vote Power offers end-to-end voting technology software products - from Voter
Registration to the provisional ballots, to the Direct Recording Equipment
(DRE), to the printing ballots, through the final tally reports for the election
officials.

        o       Vote Power core solution Highlights:
        o       based on Oracle 11i database security with - 10 Security
                Certificate encryption  (as confidential as the Pentagon and the
                White House Classified documents)
        o       offers Audit Trail (printed proof)
        o       offers Accountability
        o       offers Reliability
        o       offers consistency
        o       offers usability
        o       offers scalability
        o       offers option to perform a manual count in case of close
                election results

 Vote Power - only vendor with the solution for the American disabled voters

        o       Vote Power has great respect and insight into the requirements
                of the American Disability Act and its beneficiaries.

 Vote Power Optional solution features:

        o       Support for jury service
        o       Support for candidate tracking
        o       Support for lobbyist tracking
        o       Support for campaign election and donation tracking
        o       Document imaging
        o       Voter Registration applications
        o       Support for DMV database synchronization
        o       Support for FBI database synchronization

<page>6

 Power Associations

  Vote Power has been working with the following world class companies to align
  its solution and the strategies.

        o       Hewlett Packard (HP) Company - for the printing solution
                opportunity
        o       Oracle Corporation - for the Voter Registration database and the
                Electronic voting software

The Oracle Corporation has advertised for many years a million dollar challenge
to anyone who could break the security of their products. Vote Power will take
advantage of this strength by building its application software on the Oracle
product line.

        o       MapQuest - for the mapping interface and the voter address
                confirmation solution

MapQuest has extensive experience with the mapping technology. Vote Power tools
will benefit from this experience and apply this leverage to simplify the
maintenance of the voting precincts and special districts.

        o       CyberThink InfoTech - to assist in all areas of software and
                database development

Power Consulting Opportunity

        The members of Vote Power's current executive team hold strategic
positions with the world's largest technology companies such as IBM, Oracle, HP,
DEC, Compaq and EDS in the Information Technology departments and the e-voting
practices. The team has sizable experience in the electronic voting technology
field. Vote Power has established relationships with numerous State and County
officials, many of which are looking forward to viewing the Vote Power DRE demo
upon completion.

Power Products

1.      Voter Registration (PowerReg)

        A massive relational database that holds identification and related
        information of each voter

2.      ABS (Absentee Ballot Solution) (PowerScan)

        Helps a voter to vote remotely or as an absentee voter

3.      DRE (Direct Recording Equipment Solution) (PowerVote)

        The equipment used to cast the ballots at various polling sites.  The
        equipment will also be ADA (American Disabilities Act) compliant, and
        provide for an optional paper receipt

4.      EMS (Election Management System) (PowerManage)

        Software that is created to support the administration of the electronic
        voting tool

5.      Election Deployment (PowerCenter)

        Managing the Election Day by the minute; a proactive tool for trouble
        free Election Day

6.      Election Reporting (PowerReport)

        A tool for collecting and reporting the results to the public/network
        (Provisional and final tally).

        This provides accountability by maintaining a tight audit control.

<page>7

Electronic Voting Market Size

General Overview

        The electronic voting market is large. The electronic industry is in its
infancy.  Just as in the initial stages of the Internet days when it was
practically impossible to quantify the Internet commerce size; currently, the
total size of the voting market is unknown.  What is known is how much the HAVA
Act has budgeted so far to the states.

Marketing and Sales Strategy

Positioning

        VotePower creates value by approaching the market with a 'laser-like'
focus and concentration on the e-voting market.  Fortunately, the executive team
not only has industry IT expertise, it also has voting processes' expertise.
The dual expertise of both industries has enabled the Vote Power team to tackle
the market in a number of unique ways.

Hardware Partners

        VotePower has strategic partnerships with the leading hardware vendors
for its Direct Recording Equipment solution.  Touch screen monitors will be used
as the vote casting vehicle.

<page>9

Employees

        We have fifteen full time employees. Our employees are involved in
manufacturing operations, quailty control, sales and marketing functions. We
also use the services of outside consultants and experts on many of our projects
to help reduce costs. We consider our relations with our employees to be good.
None of our employees is represented by a labor union.

ITEM 2. DESCRIPTION OF PROPERTY.

        Our principal facility is a 70,000 sqiuare foot building located in
Terre Haute Indiana. We own the property and pay approximately $7,000 per month
in payments. This space we believe that our facilities are adequate for our
needs for the near future.

ITEM 3. LEGAL PROCEEDINGS.

        We are not a party to any material pending legal proceedings. We are
subject to legal proceedings, claims and litigation arising in the ordinary
course of business. While the amounts claimed may be substantial, the ultimate
liability cannot presently be determined because of considerable uncertainties
that exist. Therefore, it is possible the outcome of such legal proceedings,
claims and litigation could have a material effect on quarterly or annual
operating results or cash flows when resolved in a future period. However, based
on facts currently available, management believes such matters will not have a
material adverse effect on our financial position, results of operations or cash
flows.

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

        By majority consent of the shareholders performed a reverse stock split
of its common stock at the ratio of 350 to 1. This reverse stock split was
effective July 21, 2008. We also changed our company name from Vote Power
Corporation to Innovative Impact Design, Inc. Our trading symbol is "IIDG". This
completed the capital restructuring of the company. We believe that this
restructuring was necessary to put us in the proper position to raise the
capital needed for expanding existing programs and being able to qualify for
contracts with the various states, counties, cities and municipalities in this
country to standardize their voting systems. Further, the shareholders voted to
have Mr. Randy Zych and Mr. Drew Pitt on the Board of Directors replacing Mr.
Bob Martyn and Mr. Inti Shaikh. New officers were also appointed Randy Zych as
President replacing Mr. Inti Shaikh and Mr. Drew Pitt as the Secretary &
Treasurer, and Chief Operating Officer. Additionally, Ms. Edith Lutz has joined
the Company has its CEO.

<page>12

                            PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS.

The following table shows the high and low closing bid prices of our common
stock  for the periods  presented. Our common stock trades on the Pink Sheets
under the symbol "IIDG".

                                                         Price Range
                                                        High     Low
                                                      ------- ------
    Year Ended December 31, 2007:
        First Quarter                               $  0.07  $ 0.010
        Second Quarter                                 0.09    0.005
        Third Quarter                                  0.09    0.005
        Fourth Quarter                                 0.03    0.001

                                                        Price Range
                                                       High     Low
                                                      ------- ------
    Year Ended December 31, 2008:
        First Quarter                               $   0.10  $ 0.001
        Second Quarter                                  0.10    0.001
        Third Quarter                                   0.85*   0.25*
        Fourth Quarter                                  3.50*   1.01*

* After the 350 to 1 reverse stock split on July 21, 2008.

As of April 10, 2009, we had 7,185,636 shares of common stock outstanding
and held of record by approximately 185 shareholders, and  the high and low sale
prices of a share of our common stock on the Pink Sheets on that date  were
$3.50 and  $3.20,  respectively. Within  the holders of record of our common
stock are depositories such as Cede  & Co. that hold shares of stock for
brokerage firms, which, in turn, hold  shares of stock for beneficial owners.

We have never paid cash dividends on our common stock and do not currently
intend  to  pay  cash  dividends  on  our  common  stock  in the foreseeable
future. We are restricted  from paying dividends on our  common stock under
state law, and the terms of our secured convertible debentures. We currently
anticipate  that we will  retain any earnings  for use in  the continued
development of our business.

<page>7

Our authorized capital stock consists of 250,000,000 shares of common stock. The
following is a summary description of our capital stock. We have two classes of
common capital stock outstanding

The Class A & Class B common shares have the same rights as follows:

One (1) share of common stock of $0.01 par value per share.

Common stock has the right to receive the amount of dividends declared from time
to time by the Board of Directors in accordance with, and resulting from, the
operating performance of the company.

Each is entitled to cast one vote in any matter legally presented to it.

No preemptive rights are inherent in the common stock.

No other material rights are contained other than the normal rights to a
proportionate distribution of liquidating dividends after satisfaction of any
and all prior claimants.

There is no provision in the charter or by-laws that would enable the holder of
this one share of stock to delay defer or prevent a change in control of
Issuer.

C - Debt securities

Issuer has no debt securities outstanding and has no plans or intentions to
issue any such securities.

<page>8

Recent Sales of Unregistered Securities

    In September 2008, we issued 171,429 shares of common stock to a consultant
for $42,857 in services rendered and recorded an additional $19,072 in services
expenses for the fair value of the shares issued.

    In October 2008, we issued 279,296 shares of common stock to a consultant
for $55,859 in services rendered rendered and recorded an additional $45,036 in
services expenses for the fair value of the shares issued.

    In October 2008, we issued 4,000,000 shares of common stock as part of the
merger and acqusition of RPM Roofing & Manufacturing, Inc.

    In November 2008, we issued an additionaly 1,000,000 shares of common stock
as part of the merger and acqusition of RPM Roofing & Manufacturing, Inc.

    In January 2009, we issued an additionaly 1,400,000 shares of common stock
as part of the merger and acqusition of RPM Roofing & Manufacturing, Inc.

    In January 2009, we issued 66,240 shares of common stock to a consultant
for $40,056 in services rendered and recorded an additional $140,380 in services
expenses for the fair value of the shares issued.

    In February 2009, we issued 66,903 shares of common stock to a consultant
for $45,105 in services rendered and recorded an additional $136,870 in services
expenses for the fair value of the shares issued.

    Exemption from the registration provisions of the Securities Act of 1933
for the transactions described above is claimed under Section 4(2) of the
Securities Act of 1933, among others, on the basis that such transactions did
not involve any public offering and the purchasers were sophisticated with
access to the kind of information registration would provide.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is

Mezzanine Finance & Transfer Corp.
6671 West Indiantown Road
Suite 56-307
Jupiter, FL 33458

<page>9

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS.

The following discussion and analysis should be read in conjunction with our
consolidated  financial statements and  notes and the  information included
under  the  caption "Risk  Factors"  included  elsewhere in  this document.
Except  for  historical  information,  the  following discussion contains
forward-looking statements  that involve risks  and uncertainties, such as
statements  of our plans,  objectives, expectations and  intentions and  our
current  beliefs  regarding revenues  we  might  earn  if we  are successful in
implementing  our business  strategies.  See  "Special Note Regarding Forward-
Looking  Statements" for  further  information regarding forward- looking
statements. Our actual  results may differ materially  from the results
discussed  in the forward-looking  statements as a  result of a number of
factors,  many of which  are beyond our  control, including those factors
discussed under "Risk Factors" and other headings in this document, which could,
among  other things, cause  the price of  our common stock  to fluctuate
substantially.

Overview

We expanded our operations. We have reorganized the company into two
divisions. Our Vote Power voting system will be one division, which shall
continue to develop its voting system as before and we have expanded our
operations by opening an environmental or "Green" division which we believe will
greatly add to our financial success, provide long term growth, while at the
same time setting an industry standard. We expect the completion of the expanded
operations to be completed by the 1st quarter 2009.

<page>10

Critical Accounting Policies and Estimates

The following discussion and analysis is based upon our financial statements,
which have been prepared using accounting principles  generally accepted in the
United States of America.  The preparation of our financial statements requires
management  to make  estimates  and  assumptions that affect  the reported
amounts  of revenue  and  expenses,  and  assets and liabilities, during  the
periods  reported.   Estimates  are  used   when accounting  for certain  items
such  as   depreciation,  likelihood  of realization of certain assets, employee
compensation programs and valuation of intangible assets.  We base  our
estimates on historical experience  and other assumptions that we  believe are
reasonable under  the circumstances. Actual results may differ from our
estimates.

We believe the following critical accounting policies affect our more
significant  judgments and  estimates used  in the  preparation of our financial
statements.   We  have based  our  financial  statements on  the assumption of
our operations continuing  as a going concern.  As  a result, we continue to
depreciate fixed assets and show certain debts as long-term. We have written-off
the value of  technology in prior  periods because the realization of that
value was doubtful.   Our compensation of  consultants and employees with our
capital stock is recorded at estimated market value. The  volatile  nature  of
the  price  of  our  common  stock  causes  wide disparities in certain
valuations.

        Results of Operations for the Year Ended December 31, 2008

From June 30, 2000 to the end of 2004, we were a dormant company with no
operations, no income and no expenses. It did however maintain its Pink Sheet
listing.

Revenues for the years ended December 31, 2008 were $0. Total Operating expenses
were approximately $165,000 for the year 2008.

Net loss for the year 2008 was approximately $165,000.

<page>11

        Liquidity and Capital Resources

As  of December 31, 2008, we had  a working  capital deficit of approximately
$28,000. As of that date, we had approximately $500 in cash and cash
equivalents.  We had current liabilities of approximately $28,000.

Our continued operations are dependent on securing additional sources of
liquidity through debt and/or equity financing.

As indicated above, our financial statements as of and for the year 2008 have
been prepared  on a  going  concern  basis, which contemplates the realization
of  assets and satisfaction of liabilities in the normal course of business.

We have been, and currently are, working toward identifying and obtaining new
sources  of   financing.  We are currently in discussions with a number of
funding sources capable of funding our operations for 2009 as well as through
sales from Green Division.

<page>12

                             Risk Factors

An investment in our common stock involves a high degree of risk.  In addition
to the other information in this document, you should carefully consider the
following risk factors before deciding to invest in shares  of our common
stock. If  any of  the following risks actually  occurs, it is likely that our
business,  financial condition and operating  results would be  harmed.  As a
result,  the trading  price  of our  common  stock could decline, and you could
lose part or all of your investment.

        We  have  no  history  of  significant revenues, have incurred losses,
        could have continued losses and may never achieve profitably.  If we
        continue  to incur losses, we may have  to  curtail our  operations,
        which may prevent us from voting software and machines as well as
        internet security software.

We have no history of significant revenues, have not been profitable and may
experience continued losses.  Historically, we  have relied  upon cash from
financing activities to fund all of the cash requirements of our activities and
have incurred  significant  losses and  experienced negative cash  flow.  As of
December 31, 2008,  we  had  an  accumulated deficit  of approximately
$2,015,272. We cannot predict when we will become profitable or if we ever will
become profitable, and we may continue to incur losses for an indeterminate
period of time and may never achieve or sustain profitability. An extended
period of losses and negative cash flow may prevent us from successfully selling
our products.

Our losses have resulted principally from costs incurred in  connection with the
prior business the development and only a small portion related to our current
development efforts of our software and from costs associated with our marketing
and administrative  activities. We  expect our operating expenses to
dramatically  increase as  a result of the planned sale of voting machine
equipment and the ancillary revenues associated with the service, training and
installation of our products.  Even if  we are able to achieve profitability, we
may  be unable  to  sustain  or  increase our profitability on a quarterly or
annual basis.

        Without financing, we may be unable to achieve the objectives of our
        current business strategy, which could force us to delay, curtail  or
        eliminate our product development programs.

If we are unable to obtain financing, we could be forced to delay, curtail or
eliminate  certain  product  development programs. In addition,  our inability
to  obtain financing could  have such a material adverse effect on our business,
prospects, results  of operations or financial  condition that we may be
forced  to restructure,  file for bankruptcy, sell assets  or cease operations
entirely, any of  which could jeopardize an investment in our common stock.

<page>13

        Many companies with greater resources and  operating experience are
        developing voting and computer security software similar to that of
        ours. These  companies  could successfully compete with us and
        negatively affect our business and our opportunity to achieve
        profitability.

We have significant competition and  although we believe that our voting
software and equipment are competitive in the  marketplace, we cannot assure
you that these or other companies with greater experience and greater resources
than Vote Power will not negatively affect our business prospects and impair
our ability to achieve profitability.

        Our  failure  to  manage  growth  effectively  could impair our
        business.

Although we do not currently have significant revenue-generating operations,
our strategy envisions a  period of  rapid growth  that may impose a
significant burden  on our administrative and operational resources. Our
ability to effectively manage growth will  require us  to substantially expand
the  capabilities of  our administrative and operational resources and to
attract, train, manage  and retain qualified engineers, technicians,
salespersons and other  personnel. There can be no assurance that we will  be
able to do so. If we are  unable to successfully manage  our growth,  our
business,  prospects, results  of operations  and  financial  condition  could
be  materially  and adversely affected.

<page>14

        Our  common stock  price is  subject to  significant volatility,
        which could result in substantial losses for investors and in
        litigation against us.

The stock market as a whole and individual stocks historically have experienced
extreme price  and volume fluctuations,  which often have  been unrelated to the
performance of the related corporations. During the three months ended December
31, 2008, the high and low closing bid prices of our common stock were $3.50 and
$3.20,  respectively. The market  price of our common stock may exhibit
significant fluctuations in the future response to various factors, many of
which are beyond our control and which include:

        o       variations in our quarterly operating results, which variations
                could result from, among other things, changes in the needs of
                one or more of our customers;
        o       changes in market valuations of similar companies and stock
                market price and volume fluctuations generally;
        o       economic conditions specific to the industries in which we
                operate;
        o       announcements by us or our competitors of new or enhanced
                products, or  services or  significant contracts,  acquisitions,
                strategic relationships, joint ventures or capital commitments;
        o       regulatory developments; and
        o       future sales of our common stock or other debt or equity
                securities.

If our operating results in future quarters fall below the expectations of
market makers, securities analysts and investors, the price of our  common
stock  likely will  decline, perhaps  substantially. In  the past, securities
class action litigation  often has been brought against  a company  following
periods  of  volatility  in  the  market  price  of its securities.  We may  in
the  future be  the target  of similar  litigation. Securities litigation could
result in substantial costs and liabilities and could divert management's
attention and resources. Consequently, the  price at which you purchase shares
of  our common stock may not be  indicative of the price that  will prevail in
the trading market.  You may be  unable to sell your shares of common stock at
or above your purchase price, which may result in substantial losses to you.

        Because we are subject  to the "Penny Stock"  rules, the level of
        trading activity in  our stock may  be reduced.

 Broker-dealer practices in connection with transactions in "penny stocks" are
 regulated  by penny stock  rules adopted by  the Securities and Exchange
 Commission.  Penny  stocks,  like  shares  of  our  common stock, generally are
 equity securities with a price of less than $5.00 (other than securities
 registered on certain national securities exchanges or quoted on NASDAQ).  The
 penny  stock  rules  require  a  broker-dealer,  prior  to a transaction  in a
 penny stock  not otherwise  exempt from  the rules,  to deliver a standardized
 risk  disclosure document that provides  information about penny stocks  and
 the nature  and level of  risks in the  penny stock market. The broker-dealer
 also must  provide the customer with current  bid and offer quotations  for the
 penny  stock, the compensation  of the broker-dealer and its salesperson in the
 transaction, and, if the  broker- dealer is the sole market maker, the broker-
 dealer must disclose this fact and the broker-dealer's  presumed  control  over
 the  market,  and  monthly account statements  showing  the market  value  of
 each  penny  stock held in  the customer's account. In addition,  broker-
 dealers who sell these securities to persons other than established customers
 and "accredited investors" must make a  special written  determination that the
 penny stock is a suitable investment for the purchaser and receive the
 purchaser's written  agreement to the transaction. Consequently, these
 requirements may have the effect of reducing the level of trading activity, if
 any, in the secondary market for a security subject to  the penny stock rules,
 and investors in our  common stock may find it difficult to sell their shares.

<page>15

        Because our stock is not listed on a national securities exchange, you
        may find it difficult to dispose of or obtain quotations for our common
        stock.

Our common stock trades under the symbol "IIDG" in the Pink Sheets. Because our
stock trades on the Pink Sheets rather  than on a national securities exchange,
you  may find  it difficult  to either dispose of, or to obtain quotations as to
the price of, our common stock.

ITEM 7. FINANCIAL STATEMENTS.

Our financial statements are filed with and begin on page F-1 of this report.The
financials filed with this report are unaudited.

                             PART III

ITEM 8A.  CONTROLS AND PROCEDURES

As of April 10, 2008, the management of we carried out an evaluation of the
effectiveness of the design and operation of its disclosure controls and
procedures.  This evaluation was carried out under the supervision and with the
participation of management, including our President and Chief Financial
Officer.  Based upon that evaluation, our President and Chief Financial Officer
concluded that Innovative Impact Design, Inc.'s disclosure controls and
procedures are effective.  There have been no significant changes in our
internal controls or in other factors that could significantly affect internal
controls subsequent to the date we carried out the evaluation.

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

Directors and Executive Officers

The directors and executive officers of Innovative Impact Design, Inc.
as of April 10, 2008 are as follows:

Name                          Position
------------------------------------------------------------
Mr. Randy Zych                President & Director
Ms. Edith Lutz                CEO
Mr. Drew Pitt                 Secratary & Treasuer & Director

Each director serves until the next annual meeting of the Company's stockholders
or until a successor is elected. No date for the next annual meeting of
stockholders is specified in the Company's Bylaws or has been fixed by the Board
of Directors. The Company's officers serve at the pleasure of the board of
directors until their services are terminated or a successor is appointed.

The IIDG Team consists of experienced professionals in the plastic molding
business, with impressive credentials that have produced results:

Randy Zych, has dozens of years experience in plastic manufacturing and sales.
Key man in the development and design of the RPM Roofing division product line.

Edit Lutz, has provided the company with extensive financial assistant, as well
as run her own consulting and business management firm for over a two decades.
She brings confidence, strong judgment and stability to our management group.

Drew Pitt, one of the original founders and former manager of RPM Roofing.
Structured and coordinated the consolidation, acqusition and merger with both
Vote Power and RPM. Extensive financial and legal expertise and background.

Advisory Board

Inti Shaikh, the key developer in the Vote Power voting system. Inti worked for
HP for many years and has extensive experience in software design and security
systems that are a key component in the Vote Power voting system.

Richard Sophia, expert in plastic processing, has developed a sales programs
from $25 million a year in sales to $125 million per year. He is instrumental in
the research and development of our plastic roofing formulas and process.

Jeff Noling,  expert in manufacturing machines and equipment, with 10 years
experience in the plastic industry. Key developer of our compression molding
process and procedures we use in the roofing and compounding division.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended ("Exchange
Act"),  requires  our  executive  officers  and  directors, and  persons who
beneficially  own more than  10% of a  registered class of  our common stock to
file initial reports of ownership and reports of changes in ownership with the
Securities and Exchange Commission ("Commission"). These officers, directors and
stockholders are required by Commission regulations to furnish us with copies of
all such reports that they file.

Based solely upon a review of copies of these reports furnished to us during
2004  and thereafter, or  written representations received  by us from reporting
persons that no other reports were required, we believe that all Section 16(a)
filing  requirements applicable to our  reporting persons during 2008 were
complied with.

ITEM 10.        EXECUTIVE COMPENSATION.

          Compensation of Executive Officers

In 2007 and 2008 no cash salaries were paid to any of the company officers and
directors. Expenses incurred by officers and directors have been reimbursed to
officers and directors, as approved by the Board of Directors, this amounted to
$0 in 2007. The Company intends to pay both its President and CEO $125,000
annually, if and when the Company receives its desired financing. Additionally,
in the event the Company is successful in obtaining this financing, it expects
to pay each of its other officers compensation for the next twelve months not
more than $125,000. If the Company does not receive the required financing, no
salaries will be paid.

<page>18

Long-Term Incentive Plan Awards

In 2009, the following awards were given to named executives under long-term
incentive plans.

        Each Ms. Lutz our CEO, and Mr. Zych our President were granted stock
option bonuses of 3 million shares each of restricted common stock on October
16, 2009.

In 2008, no awards were given to named executives under long-term incentive
plans.

Compensation of Directors

Our directors do not receive any compensation in their capacity as members of
the board  of directors,  but may  be reimbursed for reasonable expenses
incurred in connection with attendance of meetings of the board of directors.

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

The following table sets forth, as of April 10, 2009, certain information with
respect to  (i) each  director of  our company,  (ii) the named executives, and
(iii)  all directors  and executive  officers of our company as a  group, and
(iv)  each person known  to our company  to be the beneficial owner of more than
5% of our common stock. The information  with respect to each person specified
is as supplied or confirmed by such person or based upon statements filed with
the Commission.

<table>

Name and Address of             Title of        Amount and Nature of
of Beneficial Owner (1)(2)        Class         Beneficial Ownership(2)(3)    Percent of Class
--------------------------     ---------       ---------------------------   ------------------
<C>                            <C>             <C>                           <C>
Randy Zych                    Class B Common          3,000,000                 15.64%
Edith Lutz                    Class B Common          3,000,000                 15.64%
RD Associates, Ltd.           Class B Common          3,000,000                 15.64%
MarketPrime, Inc.             Class B Common          3,000,000                 15.64%
All as a group                Class B Common         12,000,000                 62.56%
_______________

(1)     The address of each beneficial owner named in this table is c/o
        Innovative Impact Design, Inc. 1251 N. Fruitridge Ave., Terre Haute,
        Indiana.

(2)     Beneficial ownership is determined in accordance with the rules  of
        the  Securities  and  Exchange  Commission   and generally includes
        voting or investment power with  respect to securities. Except as
        indicated by footnote, and subject to community  property laws
        where applicable,  the persons named in the  table above have  sole
        voting and  investment power with respect to all  shares of common
        stock shown  as beneficially owned by them. Shares of common stock
        subject to options currently exercisable, or exercisable within  60
        days after April 10, 2009, are deemed to be outstanding in
        calculating the percentage ownership  of a person or  group but are
        not deemed to be outstanding as to any other person or group.

(3)     Each of the Beneficial Holders holds an option to purchase up to
        3,000,000 shares of Class B common stock for a period of five years with
        an exercise price equal to par value.

</table>

<page>19

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

In 2008 pursuit to the terms of the Merger Agreement, the Company agreed the
exchange shares of its common stock in exchange 100% of the stock of RPM Roofing
& Manufacturing, Inc. As April 10, 2009 the merger is in progress and on going.

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

        (a)     Exhibits.

Reference is made to the Index to Exhibits that follows the consolidated
financial statements contained in this report.

        (b)     Reports on Form 8-K.

During the year ended December 31, 2008, the Registrant filed the following
no current reports on Form 8-K:

        On October 16, 2008 we filed a Current Report on Form 8-K.

<page>20

                     FINANCIAL STATEMENTS

                INNOVATIVE IMPACT DESIGN, INC.
                        BALANCE SHEETS
                         (Unaudited)
                ------------------------------

                                     December 31, 2008
                                     ------------------
              ASSETS
              ------
CURRENT ASSETS
--------------
   Cash                               $         500
                                      --------------
   Total assets                       $         500

           LIABILITIES AND STOCKHOLDERS' EQUITY
           ------------------------------------

CURRENT LIABILITIES
-------------------
Notes Payable to related parties     $       28,357
                                     ---------------

TOTAL CURRENT LIABILITIES            $       28,357
                                     ===============

STOCKHOLDERS' EQUITY

Class B Common stock, $.01 par value,
   250,000,000 shares authorized,
   652,396 issued and outstanding              6,524

Additional paid in capital                 1,979,891

Accumulated deficit                       (2,015,272)
                                      --------------
                                             (28,857)
                                      ---------------
   Total liabilities and shareholders'
   equity (deficit)                   $          500
                                      ===============

The accompanying notes and accountant's report should be read with
these financial statements.

<page>F-1

                        INNOVATIVE IMPACT DESIGN, INC.
                          STATEMENTS OF OPERATIONS
                        ------------------------------

                                             The Year Ending
                                             December 31, 2008
                                             -------------------

                                               (unaudited)

Sales                                         $      -
                                              --------------
Operating expenses:
Professional fees                             $     162,825
General and administrative                    $       1,486
Taxes and fees                                $         800
                                              --------------
Total operating expenses                            165,111
                                              --------------
Net loss                                      $    (165,115)
                                              ==============

                       INNOVATIVE IMPACT DESIGN, INC.
                          STATEMENTS OF CASH FLOWS
                           -------------------------
                                    (Unaudited)

                                              The Year Ending
                                              December 31, 2008
                                             ---------------------
                                                 (unaudited)
Cash Flows from Operating Activities
Net loss                                      $    (165,115)
   Noncash item included
   In net income (loss) -
     Fair value of securities issued
       for compensation                             162,825
                                              --------------
Net cash provided (used)
by operating activities                              (2,286)
                                              --------------
Cash Flows From Investing Activities
Proceeds from related part notes                        592
                                              --------------
  Net cash provided (used)
  by financing activities                               592
                                              --------------
Net increase (decrease) in cash                      (1,864)
Cash -  beginning of year                             2,194
                                              --------------
Cash - end of the year                        $         500

The accompanying notes and accountant's report should be read with
these financial statements.

<page>F-2

<table>
             INNOVATIVE IMPACT DESIGN, INC. STATEMENTS OF STOCKHOLDERS' EQUITY
                  (for the Year ended December 31, 2008)
                                 (Unaudited)

                                                         Class B
                             Date of         Number       Common   Additional        Additional
                            Transaction     of Shares     Stock    Paid in Capital     Deficit        Total
                            -----------    -----------   --------  ---------------   ------------     ---------
                            <C>            <C>           <C>       <C>               <C>              <C>
Balance December 31, 2007                     201,671    $  2,017  $   1,832,858     $(1,834,875)     $(26,571)

Net Income (loss)                                                                       (165,115)     (118,145)
Issuance of common stock,
  $.01 par value

Loss from reverse stock
split and resetting of
par value to $.01                                                                        (15,282)

Stock Issued For Services    9-1-08            171,429       1,714       60,215                        61,929
Proceeds from issuance
of common stock in excess
of par value

Stock Issued For Services   10-28-08           279,296       2,793       98,103                       100,896
Proceeds from issuance
of common stock in excess
of par value
                                             ----------   ----------  ------------   ------------    ------------
Balance December 31, 2008                      652,396     $ 6,524     $1,991,176     $(2,015,272)    $  18,109

The accompanying notes and accountant's report should be read with these financial statements.
</table>

<page>F-3

  NOTES TO FINANCIAL STATEMENTS

Note A - Organization and Description of Business

Innovative Impact Design, Inc. (the "Company") was incorporated on December 31,
1976 accordance with the laws of the State of Florida.

The Company is in business to develop, produce, market and sell plastic
materials to various unrelated entities located throughout the United States,
Canada, and Central and South America.  The Company has developed what it
believes is a proprietary process for the manufacture of plastic materials at
costs comparable to other plastic compounders which are designed to meet current
and anticipated future environmental standards, encourage the preservation of
natural resources and promote plastic recycling.

Expansion - Plastic Roofing Products

The Company has expanded its operations to produce plastic roofing tiles in
which it manufactures these tiles through a compression molding process.
The Company anticipates that its plastic roofing products will be a viable
alternative to more expensive traditional roofing products. The Company expects
its plastic roofing products to be priced lower than wood shake, slate and clay
tiles and it expects to price its plastic roofing products competitively with
other alternative roofing materials. The Company believes that it's plastic
roofing tiles are considerably more durable than wood, slate or barrel tiles
made from traditional materials. The plastic roofing tiles have a life
expectancy of approximately 50 years, whereas natural tiles have a life
expectancy of approximately 20 years.

The Company offers a variety of roofing profiles and colors, including
customization options, to satisfy diverse requests. It plans to initially offer
simulated slate in six colors, simulated cedar slate in four colors, simulated
Spanish tile in three colors, and simulated flat cement thatch in five colors.

The Company believes that traditional roofing products are generally either
attractive or safe, but not both. It also believes that its roofing products
combine these two desirable characteristics and the Company aims to position its
products with distributors and suppliers, contractors and builders, architects,
and end-consumers as high-quality, durable, environmentally-friendly products
that adds beauty and safety to virtually any structure at a competitive price.

Note B - Preparation of Financial Statements

The Company follows the accrual basis of accounting in accordance with
accounting principles generally accepted in the United States of America and has
a year-end of December 31.

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 and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those estimates.

Management acknowledges that it is solely responsible for adopting sound
accounting practices, establishing and maintaining a system of internal
accounting control and preventing and detecting fraud.  The Company's system of
internal accounting control is designed to assure, among other items, that 1)
recorded transactions are valid; 2) valid transactions are recorded; and 3)
transactions are recorded in the proper period in a timely manner to produce
financial statements which present fairly the financial condition, results of
operations and cash flows of the Company for the respective periods being
presented.

For segment reporting purposes, the Company operated in one industry segment
during the periods presented in the accompanying financial statements and
makes all operating decisions and allocates resources based on the best benefit
to the Company as a whole.

<page>F-5


  NOTES TO FINANCIAL STATEMENTS - CONTINUED

Note C - Going Concern

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  This basis of accounting contemplates
the recovery of the Company's assets and the satisfaction of its liabilities in
the normal course of business.  Through December 31, 2008, the Company had
incurred cumulative losses of $2,015,272.  The Company's successful transition
to attaining profitable operations is dependent upon obtaining financing
adequate to fulfill its development, marketing and sales activities and
achieving a level of revenues adequate to support the Company's cost structure.
Management's plan of operations anticipates that the cash requirements of the
Company for the next twelve months will be met by obtaining capital
contributions through the sale of common stock and from current operations.
However, there is no assurance that the Company will be able to fully implement
its plan in order to generate the funds needed to operate as a going concern.

Note D - Summary of Significant Accounting Policies

1.  Cash and Cash Equivalents

The Company considers all cash on hand and in banks, certificates of deposit
and other highly-liquid investments with maturities of three months or less,
when purchased, to be cash and cash equivalents.

2.  Property and Equipment

Property and equipment is recorded at cost and is depreciated on a straight-
line basis over the estimated useful lives (generally 3 to 10 years) of the
respective asset.  Major additions and betterments are capitalized and
depreciated over the estimated useful lives of the related assets.
Maintenance, repairs, and minor improvements are charged to expense as
incurred.

3.  Organization and Reorganization Costs

The Company has adopted the provisions of AICPA Statement of Position 98-5,
"Reporting on the Costs of Start-Up Activities," whereby all organizational and
initial costs incurred with the incorporation and initial capitalization of the
Company was charged to operations as incurred.

4.  Research and Development Expenses

Research and development expenses are charged to operations as incurred.

5.  Advertising Expenses

The Company does not utilize direct solicitation advertising.  All other
advertising and marketing expenses are charged to operations as incurred.

6.  Income Taxes

The Company utilizes the asset and liability method of accounting for income
taxes.  At December 31, 2008 and 2007, the deferred tax asset and deferred tax
liability accounts, as recorded when material, are entirely the result of
temporary differences.  Temporary differences represent differences in the
recognition of assets and liabilities for tax and financial reporting purposes,
primarily, accumulated depreciation and amortization.

<page>F-6

 NOTES TO FINANCIAL STATEMENTS - CONTINUED

7.  Share-Based Payments

The Company utilizes the fair-value method of accounting for the payment for
goods and/or services with the issuance of equity shares in lieu of cash.

The Company accounts for its stock based compensation under the provisions of
the Financial Accounting Standards Board's ("FASB") Statement of Financial
Accounting Standards ("SFAS") No. 148 "Accounting for Stock-Based Compensation -
Transition and Disclosure."  This statement amends SFAS No. 123(R) "Accounting
for Stock-Based Compensation." The Company expenses the imputed compensation
cost related to stock options.

8.  Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing the net income (loss)
available to common shareholders by the weighted-average number of common
shares outstanding during the respective period presented in the Company's
accompanying financial statements.

Fully diluted earnings per share is computed similar to basic income
per share except that the denominator is increased to include the number
of common stock equivalents (primarily outstanding options and warrants).

Common stock equivalents represent the dilutive effect of the assumed exercise
of the outstanding stock options and warrants, using the treasury stock method,
at either the beginning of the respective period presented or the date of
issuance, whichever is later, and only if the common stock equivalents are
considered dilutive based upon the Company's net income position at the
calculation date.

9. Accounts Receivable

The Company makes judgments as to the collectibility of accounts receivable
based on historic trends and future expectations. Management estimates an
allowance for doubtful accounts, which represents the collectibility of the
receivables.

10. Warranty Costs

The Company warrants that its products will be free of faulty workmanship or
defective materials and that they will conform to published specifications or
other specifications mutually agreed to with a customer. An accrual for expected
warranty costs results in a charge to the financial results in the period
recorded. This liability can be difficult to estimate and, if the Company
experiences warranty claims in excess of its projections, it may need to record
additional accruals, which would adversely affect the Company's financial
results.

The Company allows only its distributors to exchange products for other than
warranty reasons. If the Company is unable to repair or replace a product
returned under warranty, it issues a credit for a warranty return.

<page>F-7

                        SIGNATURES

    In accordance with Section 13 or 15(d) of the Exchange Act, Innovative
Impact Design, Inc.caused this report to be signed on its behalf by the
undersigned thereunto duly authorized as of the 10th day of April 2009.


                                               /S/ Randy Zych
                                               ----------------------------
                                               Randy Zych
                                               President
                                               (Principal Executive Officer)

In accordance with the Exchange Act, this report has been signed by the
following persons on behalf of Innovative Impact Design, Inc. and in the
capacities and as of the dates indicated.
<table>

Name                                   Title                                  Date
--------------------        --------------------------------------      ------------------
<C>                         <C>                                         <C>
/S/RANDY ZYCH               President                                    April 10, 2009
-------------------         Executive Officer (Principal Executive
Randy Zych                  Officer) and Director


/S/DREW PITT                Chief Financial Officer,                     April 10, 2009
------------------          Treasurer and Secretary (Principal
Drew Pitt                   Financial and Accounting Officer)and
                            Director

</table>



<page>21