**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, 2004**





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





For
      the
      transition period from ___________ to ___________





Commission
      File No.: **000-26257**





**INCA
      DESIGNS, INC.**


(Name
      of
      small business issuer in its Charter)





**Nevada**
            
            **11-3461611**(State
                or Other Jurisdiction of Incorporation or
                Organization)
            
            (I.R.S.
                Employer Identification
                No.)


****


**976
      Lexington Avenue, New York, NY 10021**


(Address
      of principal executive offices)





Issuer’s
      telephone number: **(212)
      327-3007**





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





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





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





Check
      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 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.


(1)
      Yes oNo x


(2)
      Yes x No o





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B 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-KSB or any amendment to this Form 10-KSB. x







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




The
      issuer’s revenues for its most recent fiscal year were $31,909. The aggregate
      market value of the voting and non-voting common equity held by non-affiliates
      as of October 17, 2007 is $31,834,874. For purposes of the foregoing calculation
      only, directors, executive officers, and holders of 10% or more of the issuer’s
      common capital stock have been deemed affiliates. The number of shares
      outstanding of the Registrant’s common stock as of October 18, 2007 was
      52,309,814.





**DOCUMENTS
      INCORPORATED BY REFERENCE**





None .




Transitional
      Small Business Disclosure Format: Yes oNo x




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2




**INTRODUCTORY
      COMMENT**





Throughout
      this Annual Report on Form 10KSB, the terms “we,” “us,” “our,” “INCA,” or “our
      Company” refers to INCA Designs, Inc., a Nevada corporation.





**FORWARD
      LOOKING STATEMENTS**





When
      used
      in this Annual Report on Form 10-KSB, the words “may,” “will,” “expect,”
“anticipate,” “continue,” “estimate,” “intend,” and similar expressions are
      intended to identify forward-looking statements within the meaning of Section
      27A of the Securities Act of 1933 and Section 21E of the Securities Exchange
      Act
      of 1934 regarding events, conditions and financial trends which may affect
      the
      Company’s future plans of operations, business strategy, operating results and
      financial position. Such statements are not guarantees of future performance
      and
      are subject to risks and uncertainties and actual results may differ materially
      from those included within the forward-looking statements because of various
      factors. Such factors include, among others : (i)
      the
      Company’s ability to obtain additional sources of capital to fund continuing
      operations in the immediate term; (ii) the Company’s ability to retain existing
      or obtain additional licensees who act as distributors of its products; (iii)
      the Company’s ability to obtain additional patent protection for its
      encapsulation technology; and (iv) other economic, competitive and governmental
      factors affecting the Company’s operations, market, products and services.
      Additional factors are described in the Company’s other public reports and
      filings with the Securities and Exchange Commission. Readers are cautioned
      not
      to place undue reliance on these forward-looking statements, which speak only
      as
      of the date made. The Company undertakes no obligation to publicly release
      the
      result of any revision of these forward-looking statements to reflect events
      or
      circumstances after the date they are made or to reflect the occurrence of
      unanticipated events.





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3




**PART
      I**





**ITEM
      1. DESCRIPTION OF BUSINESS.**





INCA
      Designs, Inc. (the “Company”) was formed in Nevada in 1998 under the name of
      Accident Prevention Plus, Inc. In December 2004, the Company changed its name
      to
      Transportation Safety Technology, Inc. and in March 2007 changed its name to
      INCA Designs, Inc.





**Business
      Development**





At
      December 31, 2004, the Company was a technology company which designed,
      manufactured and distributed on board recorders and specialty interface
      equipment for all types of vehicles. The Company specialized in the safety,
      economic enhancement of and security for vehicles, drivers, roads and
      cargo.





During
      the three months ended March 31, 2005, the Company and its wholly owned
      subsidiaries International Purchasing Services, NY, Inc. and Accident Prevention
      Plus, LLC ceased operations and remained inactive until May
      21,
      2007, when the
      Company and S2 New York Design Corp., a New York corporation (“S2”) entered into
      a Securities Exchange Agreement (the “Agreement”) whereby INCA acquired 100% of
      the issued and outstanding shares of common stock of S2 in exchange for
      26,000,000 shares of the Company’s common stock. Also on May 21, 2007, Stacy
      Josloff (named Chairperson) and Stephanie Hirsch were approved as sole members
      of the Board of Directors, while Stacy Josloff was appointed CEO, CFO, and
      Treasurer and Stephanie Hirsch was appointed President and Secretary. Ms.
      Josloff and Ms. Hirsch hold similar position is S2.





**Competition**





At
      December 31, 2004, the Company faced competition from other, similar companies
      with financial resources far greater than those of the Company. This factor
      contributed to the Company’s decision to cease operations during the first
      quarter of 2005.





With
      regards to the Company’s current operating subsidiary, S2, the high-fashion
      garment industry is highly competitive at both the design and retail level,
      with
      competition based on numerous factors including total price to the retailer,
      quality, and retail price to the consumer. The number of suppliers in the
      swimwear market is estimated at 3,000 companies. Well-established suppliers,
      which make up 20% of the industry, and those that specialize in swimwear are
      able to offer the lowest export prices for swimwear in any price range. Most
      of
      our competitors are significantly better capitalized than we are, have been
      in
      business for a longer period of time, have significantly greater brand
      recognition, larger sales forces and customer bases, longer operating histories,
      and great financial and other resources.





**Subsidiaries**





The
      Company has two wholly owned subsidiaries, Purchasing Services, NY, Inc. and
      Accident Prevention Plus, LLC which ceased operations during the first quarter
      of 2005 and it’s newly acquired wholly owned subsidiary S2 discussed
      above.




**Government
      Approvals**





No
      government approvals are needed for our services.




4




**Employees**





As
      of
      December 31, 2004, the Company had 2 employees, its then Chief Executive Officer
      and Chief Financial Officer. As of October 18, 2007, full time employees
      are as follows:





Operations 4


Management 2





We
      currently have no collective bargaining agreements. We consider our relationship
      with our employees to be excellent.





**ITEM
      2. DESCRIPTION OF PROPERTY.**





At
      December 31, 2004, leased executive offices are located at 21 N. Hepburn Ave.,
      Ste. 12, Jupiter, FL 33458. With the cease of operations in the first quarter
      of
      2005, the Company moved from these premises.





The
      Company currently leases property at 976 Lexington Avenue, New York, NY 10021.
      Management of the Company believes that the current space is adequate for the
      foreseeable needs. The Company does not intend to acquire any real
      property.





**ITEM
      3.** **LEGAL
      PROCEEDINGS.**





The
      Company is a named defendant in a lawsuit filed in the New York Supreme Court
      County of Nassau. The lawsuit claims that the Company breached a contract claim
      stemming from the Company's failure to install certain devices in the
      Plaintiff's fleet of ambulances, and seeks compensatory damages in the amount
      of
      $195,000. The Company has asserted a counter-claim based upon tortuous
      interference with contract, and has denied all of the Plaintiff's allegations.
      A
      settlement offer has been made by the Company, whereby the Company would
      complete installation of its devices in exchange for a general release. The
      plaintiff has not responded to that offer. While the Company cannot predict
      the
      outcome of any settlement, the Company estimates that its liability under this
      litigation will not exceed $71,000.





There
      are
      no other material pending legal or governmental proceedings relating to our
      Company or properties to which we are a party, and to our knowledge, there
      are
      no material proceedings to which any of our directors, executive officers or
      affiliates are a party adverse to us or which have a material interest adverse
      to us.





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




There
      were no matters submitted to the Company’s security holders for a vote during
      the course of the fourth quarter of this fiscal year.





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5




**PART
      II**





**ITEM
      5. MARKET FOR THE COMPANY’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND
      SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES.**





**Market
      Information**





As
      of
      December 31, 2004, the Company’s Common Stock was traded on the Over-the-Counter
      Bulletin Board under the symbol “TSVe”; however in 2007 the symbol was changed
      to “IDGI.PK”. The market for the Company’s Common Stock was limited, volatile
      and sporadic and could be subject to wide fluctuations in response to quarter
      to
      quarter variations in operating results, news announcements, trading volume,
      sales of Common Stock by officers, directors and principal shareholders of
      the
      Company, general market trends, changes in the supply and demand for the
      Company’s shares, and other factors. The following table sets forth the high and
      low sales prices relating to the Company's common stock for fiscal years 2004
      and 2003. These quotations reflect inter-dealer prices without retail mark-up,
      mark-down or commissions, and may not reflect actual transactions.





**Period
                (Calendar Year)**
            
            **High*******
            
            **Low*********2004:**Fourth
                Quarter
            
            $
            26.00
            
            $
            9.00Third
                Quarter
            
            $
            70.00
            
            $
            14.00Second
                Quarter
            
            $
            60.00
            
            $
            20.00First
                Quarter
            
            $
            60.00
            
            $
            11.00**2003:**Fourth
                Quarter
            
            $
            40.00
            
            $
            10.00Third
                Quarter
            
            $
            54.00
            
            $
            20.00Second
                Quarter
            
            $
            36.00
            
            $
            12.00First
                Quarter
            
            $
            70.00
            
            $
            21.00





(*)
      The
      stock prices referenced in this table for the calendar years 2004 and 2003
      reflect the historical stock price of the Company’s common stock prior to the
      acquisition of the current operating company and reflect the 1:10 and 1:20
      reverse stock split of the Company’s common stock effective as of March 9, 2007
      and May 1, 2007 respectively.





**Holders**





There
      were 261 registered holders or persons otherwise entitled to hold our common
      shares as of December 31, 2004 pursuant to a shareholders’ list provided by our
      transfer agent as of that date and our records relating to issuable shares.
       The number of registered shareholders excludes any estimate by us of the
      number of beneficial owners of common shares held in street name.





**Dividends**





The
      Board
      of Directors has never authorized or declared the payment of any dividends
      on
      the Company's common stock and does not anticipate the declaration or payment
      of
      cash dividends in the foreseeable future. The Company intends to retain future
      earnings, if any, to finance the development and expansion of its business.
      Future dividend policies will be subject to the discretion of the Board of
      Directors and will be contingent upon, among other things, future earnings,
      the
      Company's financial condition, capital requirements, general business
      conditions, level of debt, restrictions with respect to payment of dividends
      with respect to bank loans, and other relevant factors.




6




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





On
      January 1, 1999, the Board of Directors of the Company adopted the Non-Qualified
      Stock Option Plan (the "SOP") which provided for the grant of options to
      purchase an aggregate of 6,000,000 shares of restricted common stock at $14.50
      per share. As a result of two reverse stock splits discussed in Market
      Information above, the number of shares reserved under the SOP was reduced
      to
      15,000. The purpose of the SOP is to make options available to directors,
      management and significant contractors of the Company in order to encourage
      them
      to secure an increase on reasonable terms of their stock ownership in the
      Company and to remain in the employ of the Company, and to provide them
      compensation for past services rendered.





The
      SOP
      is administered by the Board of Directors which determines the persons to be
      granted options under the SOP, the number of shares subject to each option,
      the
      exercise price of each option and the option period, and the expiration date,
      if
      any, of such options. The exercise of an option may be less than fair market
      value of the underlying shares of common stock. No options granted under the
      SOP
      will be transferable by the optionee other than by will or the laws of descent
      and distribution and each option will be exercisable, during the lifetime of
      the
      optionee, only by such optionee.





**Recent
      Sales of Unregistered Securities**





In
      February 2004, the Company issued 416,667 (2,084 post splits) shares of its
      Common Stock in connection with a private placement transaction valued at
      $25,000.





In
      March
      2004, the Company issued 1,000,000 (5,000 post splits) shares of its Common
      Stock to a consulting as payment for services rendered valued at
      $180,000.





In
      June
      2004, the Company issued 1,250 (post splits) shares of its Common Stock valued
      at $0.10 per share to two executives as part of their compensation as covered
      in
      their employment agreements.





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




**General**




The
      following discussion of our financial condition and results of operations should
      be read in conjunction with our audited financial statements for the year ended
      December 31, 2004 and explanatory notes included as part of this annual report.





**Cautionary
      Statement Regarding Forward-Looking Statements**





This
      report, including the documents incorporated by reference in this report,
      includes forward-looking statements. We have based these forward-looking
      statements on our current expectations and projections about future events.
      Our
      actual results may differ materially from those discussed herein, or implied
      by
      these forward-looking statements. Forward-looking statements are identified
      by
      words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “will,” “may”
and other similar expressions. In addition, any statements that refer to
      expectations, projections or other characterizations of future events or
      circumstances are forward-looking statements.




**Results
      of Operations**




**Results
      of Operations - Comparison of Year Ended December 31, 2004 and
      2003**




Revenues
      and Cost of Sales .
      The
      Company’s revenues were $31,909 and $49,376 for the years ended December 31,
      2004 and 2003 respectively, while cost of revenues during the same periods
      were
      $71,101 and $26,793 respectively.




7




General
      and Administrative Expenses .
      General
      and administrative expenses were $525,334 and $367,011 for the years ended
      December 31, 2004 and 2003 respectively. This increase of $158,323 is primarily
      a result of consulting services and compensation earned but unpaid to the Chief
      Executive Officer and Chief Financial Officer.




Research
      and Development Expenses .
      Research and development expenses $176 and $14,550 for the years ended December
      31, 2004 and 2003 respectively. This reduction is a result of a reduction in
      operations during 2004.




Interest
      Expense . **** During
      the years ended December 31, 2004 and 2003, the Company recorded interest
      expense in the amount of $202,604 and $131,400 respectively.




**Capital
      Expenditures, Capital Resources and Liquidity**




The
      following summary table presents comparative cash flows of the Company for
      the
      periods indicated.




**Years
                Ended****December
                31,****2004**
            
            **2003**Net
                cash provided by (used in) operating activities
            
            $
            15,807
            
            $
            (293,811
            )Net
                cash provided by (used in) financing activities
            
            $
            (16,742
            )
            $
            293,450




Capital
      Expenditures .
      The
      Company did not incur any material capital expenditures for office equipment,
      office furniture or other fixed assets during the year 2004




Liquidity
      and Capital Resources .
      The
      Company’s capital resources have historically been provided by the sale of its
      Common Stock and by short term loans.




At
      December 31, 2004, the Company had no assets and current liabilities of
      approximately $4,000,000, resulting in a working capital deficit of
      approximately $4,000,000, as compared to a working capital deficit of
      approximately $3,700,000 at December 31, 2003.




**Going
      Concern Issue**





As
      of
      December 31, 2004, the Company has an
      accumulated deficit and no current established source of revenue. The foregoing
      matters have raised substantial doubt about the ability of our Company to
      continue as a going concern. Management believes that there will not be
      sufficient cash to continue the business for the next twelve months. Failure
      to obtain such funding would have a material adverse effect on the Company’s
      results of operations and financial condition. As described in Business
      Development, the Company ceased operations during the first quarter of 2005
      and
      remained inactive until its acquisition of S2 in May 2007.





**Critical
      Accounting Policies and Estimates**





Our
      financial statements have been prepared in accordance with accounting principles
      generally accepted in the United States of America. The preparation of these
      financial statements requires us to make significant estimates and judgments
      that affect the reported amounts of assets, liabilities, revenues, expenses
      and
      related disclosure of contingent assets and liabilities. We evaluate our
      estimates, including those related to contingencies, on an ongoing basis. We
      base our estimates on historical experience and on various other assumptions
      that are believed to be reasonable under the circumstances, the results of
      which
      form the basis for making judgments about the carrying values of assets and
      liabilities that are not readily apparent from other sources. Actual results
      may
      differ from these estimates under different assumptions or
      conditions.





**Off-Balance
      Sheet Arrangements**





We
      have
      no off-balance sheet arrangements.




8




**ITEM
      7. FINANCIAL STATEMENTS.**





Financial
      statements are included and may be found at pages F-1 through F-19.





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





None.





**ITEM
      8A.** **CONTROLS
      AND PROCEDURES.**





As
      of the
      end of the period covered by this report, an evaluation was performed under
      the
      supervision and with the participation of our management, including our chief
      executive officer and our chief financial officer, of the effectiveness of
      the
      design and operation of our disclosure controls and procedures as defined in
      Rule 13a-15(e) under the Securities and Exchange Act of 1934. Based on that
      evaluation, our management, including the chief executive officer and the chief
      financial officer, concluded that as of the date of the evaluation our
      disclosure controls and procedures were effective to provide reasonable
      assurance that information required to be disclosed in the Company’s periodic
      filings under the Securities Exchange Act of 1934 is accumulated and
      communicated to our management, including those officers, to allow timely
      decisions regarding required disclosure. There have been no significant changes
      in our internal control over financial reporting that have materially affected,
      or are reasonably likely to materially affect, our internal control over
      financial reporting during the period covered by this report.





**ITEM
      8B.** **OTHER
      INFORMATION**





None.





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9




**PART
      III**





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





The
      following information provided under this PART III presents the information
      as
      it relates to the Directors, Executive Officers, Promoters, Control Persons
      and
      Corporate Governance as was in effect on December 31, 2004. At the time of
      this
      writing, as described in Business Development above, the Directors and Executive
      Officers have changed.





The
      following table identifies our current executive officers and directors, their
      respective offices and positions, and their respective dates of election or
      appointment:





**Name**
            
            **Age**
            
            **Office**Alan
                Schwartz
            
            60
            
            Chief
                Executive Officer, President and DirectorJennifer
                Swanson
            
            40
            
            Chief
                Financial Officer, Executive Vice PresidentSanford
                I. Feld
            
            70
            
            DirectorPierre
                Pommarel
            
            25
            
            Director





There
      is
      no arrangement or understanding between any of our directors or executive
      officers and any other person pursuant to which any director or officer was
      or
      is to be selected as a director or officer, and there is no arrangement, plan
      or
      understanding as to whether non-management shareholders will exercise their
      voting rights to continue to elect the current board of directors.  There
      are also no arrangements, agreements or understandings to our knowledge between
      non-management shareholders that may directly or indirectly participate in
      or
      influence the management of our affairs.





**Business
      Experience**





**ALAN
      SCHWARTZ** has been
      a Director and the President of the Company since October 2001. During the
      past
      twenty years, Mr. Schwartz has been involved in the sales and marketing of
      materials and handling industry. Mr. Schwartz was the founder of a company
      which
      he started with a $70,000 initial investment. Mr. Schwartz has also specialized
      in corporate financing and structure. Mr. Schwartz graduated from
      CCNY.





**JENNIFER
      SWANSON** has been
      an Executive Vice President and Chief Financial Officer of the Company since
      February 2002. During the past twenty years, Ms. Swanson has been involved
      in
      the marketing and corporate structure industry, specializing in investor
      relations, corporate financing and corporate communications. More recently,
      Ms.
      Swanson has worked with public companies emphasizing development of guidelines
      for handling correspondence, development of standard responses to frequently
      asked questions, advisement to management of trends and issues of concern that
      are manifested in correspondence, development of a system of recording
      contracts, development of a corporate overview or outlook correspondence to
      shareholders, evaluation of transfer agent performance, confirmation of
      regulatory filings and compliances with the Federal and State securities laws
      and regulations, and coordination of internal procedures regarding company
      stock
      option plans, restricted securities, convertible preferred stock and employee
      benefit plans.





**SANFORD
      FELD** has been
      a Director of Company since March 2004. At December 31, 2004 Mr. Feld was the
      major shareholder, chairman of the board of directors and chief financial
      officer of Summit Hill Flavors, Inc. Also at December 31, 2004, Mr. Feld was
      chairman and chief executive officer of Leafland Associates, Inc. (successor
      to
      Feld Investment & Realty Management).





**PIERRE
      POMMAREL** has been
      a Director of the Company since February 2004. At December 31, 2004, Mr.
      Pommarel was engaged as a software engineer for the Company.




10




**Significant
      Employees**





Other
      than the executive officers named herein, the Company does not have any
“significant employees.”





**Family
      Relationships**





There
      are
      no family relationships between any of our directors and executive
      officers.





**Involvement
      In Legal Proceedings**





To
      the
      best of our knowledge, during the past five years, none of our directors or
      executive officers were 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 limiting his involvement in any type of business, securities or
      banking activities; and (4) being found by a court of competent jurisdiction
      (in
      a civil action), the SEC or the Commodities Futures Trading Commission to have
      violated a federal or state securities or commodities law, and the judgment
      has
      not been reversed, suspended or vacated.





**Board
      of Directors**





As
      noted
      above, there are currently three directors serving on our board. All of the
      directors will serve until the next annual meeting of shareholders and until
      their successors are elected and qualified by our shareholders, or until their
      earlier death, retirement, resignation or removal.





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





Section
      16(a) of the Securities Exchange Act of 1934, as amended, requires directors
      and
      certain officers of the Company, as well as persons who own more than 10% of
      a
      registered class of the Company’s equity securities (“Reporting Persons”), to
      file reports with the Securities and Exchange Commission. The Company believes
      that during fiscal 2004, all Reporting Persons timely complied with all filing
      requirements applicable to them.





**ITEM
      10. EXECUTIVE COMPENSATION.**





The
      following table sets forth summary information concerning the compensation
      received for services rendered to us during the fiscal years ended December
      31,
      2004 and 2003 by our Chief
      Executive Officer and President and CFO/Exec VP.





**Name**
            
            **Position**
            
            **Year**
            
            **Salary**
            
            **Dollar
                Value of Stock-Based Compensation**Alan
                Schwartz
            
            
            President/CEO
            
            
            2004
            
            $
            111,250
            (1)
            $
            12,5002003
            
            $
            120,000
            
            $
            -0-Jennifer
                Swanson
            
            
            Exec.
                VP/CFO
            
            
            2004
            
            $
            106,750
            (2)
            $
            12,5002003
            
            $
            114,000
            
            $
            -0-





(1)
      In
      2004, there were unpaid, accrued wages of $111,250 owed to Mr. Schwartz for
      his
      services rendered in 2004.




(2)
      In
      2004, there were unpaid, accrued wages of $106,750 owed to Ms. Swanson for
      her
      services rendered in 2004.




11




No
      other
      annual compensation, including a bonus or other form of compensation was paid
      to
      Mr. Schwartz or Ms. Swanson during these periods. In addition to the foregoing,
      no long-term compensation, including restricted stock awards, securities
      underlying options, LTIP payouts, or other forms of compensation, were paid
      to
      Mr. Schwartz or Ms. Swanson during these periods.





**Employment
      Agreements with Executive Management**





The
      Company entered into employment agreements with Ms. Jennifer Swanson effective
      February 15, 2002 and Mr. Alan Schwartz effective March 12, 2002, respectively
      (individually, the “Schwartz Employment Agreement" and “Swanson Employment
      Agreement” or collectively, the “Employment Agreements”).





Pursuant
      to the terms of the Schwartz Employment Agreement, Mr. Schwartz is to be paid
      a
      monthly salary of $10,000, and shall receive an initial 575,000 shares of the
      Company’s restricted Common Stock and thereafter on an annual basis 125,000
      shares of restricted Common Stock. Pursuant to the terms of the Swanson
      Employment Agreement, Ms. Swanson is to be paid a monthly salary of $9,500,
      and
      shall receive an initial 500,000 shares of the Company’s restricted Common Stock
      and thereafter on an annual basis 125,000 shares of restricted Common
      Stock. ****





Pursuant
      to the further terms and provisions of the Employment Agreements: (i) the
      employment period commences on February 15, 2002 for an initial term of three
      years and renewable automatically thereafter for a period of up to six
      consecutive one year periods; (ii) each officer/director is to receive an annual
      cash bonus equal to one percent (1%) of the annual gross revenues for the
      preceding fiscal year; and (iii) each officer/director was granted stock options
      to purchase within five years from the signing of the Employment Agreements
      500,000 shares of Common Stock at $2.50 per share, 500,000 shares of Common
      Stock at $0.75 per share and 500,000 shares of Common Stock at $1.00 per share.
      Other benefits provided for in the Employment Agreements are disability and
      health insurance coverage, automobile and expense allowances and travel and
      entertainment allowances.





**Non-Qualified
      Stock Option Plan**





On
      January 1, 1999, the Board of Directors of the Company adopted the Non-Qualified
      Stock Option Plan (the "SOP") which provided for the grant of options to
      purchase an aggregate of 6,000,000 shares of restricted common stock at $14.50
      per share. As a result of two reverse stock splits discussed in Market
      Information above, the number of shares reserved under the SOP was reduced
      to
      30,000. The purpose of the SOP is to make options available to directors,
      management and significant contractors of the Company in order to encourage
      them
      to secure an increase on reasonable terms of their stock ownership in the
      Company and to remain in the employ of the Company, and to provide them
      compensation for past services rendered.





The
      SOP
      is administered by the Board of Directors which determines the persons to be
      granted options under the SOP, the number of shares subject to each option,
      the
      exercise price of each option and the option period, and the expiration date,
      if
      any, of such options. The exercise of an option may be less than fair market
      value of the underlying shares of common stock. No options granted under the
      SOP
      will be transferable by the optionee other than by will or the laws of descent
      and distribution and each option will be exercisable, during the lifetime of
      the
      optionee, only by such optionee.





The
      exercise price of an option granted pursuant to the SOP may be paid in cash,
      by
      the surrender of options, in common stock, in other property, including the
      optionee's promissory note, or by a combination of the above.




12




As
      of the
      date of this Annual Report, outstanding options aggregate of 15,000 shares
      to
      the following individuals. All options granted are exercisable by the respective
      individual from the date of grant through the date of expiration.





**Name**
            
            **Number
                of Options Granted(*)**
            
            **Date
                of Grant**
            
            **Exercise
                Price**
            
            **Date
                of Expirations**Alan
                Schwartz
            
            
            2,500
            
            
            02-15-02
            
            $
            2.50
            
            
            02-15-072,500
            
            
            02-15-02
            
            $
            0.75
            
            
            02-15-072,500
            
            
            02-15-02
            
            $
            1.00
            
            
            02-15-07Jennifer
                Swanson
            
            
            2,500
            
            
            02-15-02
            
            $
            2.50
            
            
            02-15-072,500
            
            
            02-15-02
            
            $
            0.75
            
            
            02-15-072,500
            
            
            02-15-02
            
            $
            1.00
            
            
            02-15-07Total
            
            
            15,000




(*)
      Reflect the effect of reverse splits noted in Market Information





**Directors’
      Compensation**





We
      have a
      policy of not granting fees to directors who attend a regularly scheduled or
      special board meeting; however, we may reimburse out-of-state directors for
      their cost of travel and lodging to attend such meetings.





REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK




13




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





The
      following alphabetical table sets forth the ownership, as of December 31, 2004,
      of our Common Stock by each person known by us to be the beneficial owner of
      more than 5% of our outstanding Common Stock, each of our directors and
      executive officers; and all of our directors and executive officers as a group.
      The information presented below regarding beneficial ownership of our voting
      securities has been presented in accordance with the rules of the Securities
      and
      Exchange Commission and is not necessarily indicative of ownership for any
      other
      purpose. This
      table is based upon information derived from our stock records. Unless otherwise
      indicated in the footnotes to this table and subject to community property
      laws
      where applicable, we believe that each of the shareholders named in this table
      has sole or shared voting and investment power with respect to the shares
      indicated as beneficially owned. Except as set forth below, applicable
      percentages are based upon 52,309,814 shares
      of Common Stock outstanding as of October 18, 2007.





**Name
                & Address****of****Beneficial
                Owner**
            
            **Title
                of Class**
            
            **Amount
                and Nature of Beneficial Ownership**
            
            **Percentage**Alan
                Schwartz (1)
            
            
            Common
                Stock
            
            
            12,250
            
            
            ***Jennifer
                Swanson (1)
            
            
            Common
                Stock
            
            
            12,039
            
            
            ***Sandford
                Feld (1)
            
            
            Common
                Stock
            
            
            2,084
            
            
            ***Pierre
                Pommarel
            
            
            Common
                Stock
            
            
            -0-
            
            
            ***All
                directors and named executive officers as a group (persons)
                (4)
            
            
            
            
            
            
            
            
            ***




***
      Indicates less than 1%.







(1)
            These
                are restricted shares of Common
                Stock.


(2)
            This
                figure includes: (a) 4,750 shares of Common Stock held of record
                by Mr.
                Schwartz; and (b) an assumption of the exercise by Mr. Schwartz of
                an
                aggregate of 7,500 Stock Options to acquire 7,500 shares of Common
                Stock.
                As of December 31, 2004, no Stock Options have been
                exercised.


(3)
            This
                figure includes: (a) 4,539 shares of Common Stock held of record
                by Mr.
                Schwartz; and (b) an assumption of the exercise by Ms. Swanson of
                an
                aggregate of 7,500 Stock Options to acquire 7,500 shares of Common
                Stock.
                As of December 31, 2004, no Stock Options have been
                exercised.





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





None





REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK




14




**ITEM
      13. EXHIBITS.**




**Exh.
                No.**
            
            **Date
                of Document**
            
            **Description
                of Document**3.1
            
            
            
            Articles
                of Incorporation (1)3.1.1
            
            
            
            Certificate
                of Amendment to Articles of Incorporation dated March 9, 1999
                (1)3.1.2
            
            
            
            Certificate
                of Amendment to Articles of Incorporation dated September 2004
                (2)21.1
            
            
            
            List
                of Subsidiaries31.1
            
            October
                18, 2007
            
            Certification
                of Chief Executive Officer of Periodic Report pursuant to Rule 13a-14a
                and
                Rule 14d-14(a). (*)31.2
            
            October
                18, 2007
            
            Certification
                of Principal Financial Officer of Periodic Report pursuant to Rule
                13a-14a
                and Rule 15d-14(a). (*)32.1
            
            October
                18, 2007
            
            Certification
                of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
                (*)32.2
            
            October
                18, 2007
            
            Certification
                of Principal Financial Officer pursuant to 18 U.S.C. Section 1350.
                (*)







(1)
      Previously filed with Form 105B12G filed with the SEC on June 3,
      1999.




(2)
      Previously filed with the Preliminary Information Statement filed with the
      SEC
      on June 18, 2004.




(*)
      Filed
      herewith.




15




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





Audit
      Fees .
      We
      incurred aggregate fees and expenses of approximately $3,200, from Rosenberg
      Rich Baker Berman and Co., PA. for the 2004 fiscal year. Such fees were
      primarily for work completed for our quarterly reviews.





Tax
      Fees .
      We
      incurred no fees for the 2004 fiscal year for professional services rendered
      for
      tax compliance, tax advice, and tax planning.





All
      Other Fees .
      We
      incurred no other fees for the 2004 fiscal year.




16




**SIGNATURES**





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




Title
            
            Name
            
            Date
            
            SignaturePrincipal
                Executive Officer
            
            Stacy
                Josloff
            
            October
                18, 2007
            
            /s/
                Stacy JosloffPrincipal
                Financial Officer
            
            Stacy
                Josloff
            
            October
                18, 2007
            
            /s/
                Stacy Josloff




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.





By:
            */s/
                Stacy Josloff*
            
            Chief
                Executive Officer and Director
            
            October
                18, 2007Stacy
                JosloffBy:
            */s/
                StacyJosloff*
            
            Chief
                Financial Officer and Director
            
            October
                18, 2007Stacy
                JosloffBy:
            */s/
                Stephanie Hirsch*
            
            President
                and Director
            
            October
                18, 2007Stephanie
                Hirsch




17




**INDEX
      TO FINANCIAL STATEMENTS**




PageReport
                of Independent Registered Public Accounting Firm
            
            F-1Consolidated
                Balance Sheet as of December 31, 2004
            
            F-2Consolidated
                Statements of Operations for the years ended December 31, 2004 and
                2003
            
            F-3Consolidated
                Statements of Cash Flows for the years ended December 31, 2004 and
                2003
            
            F-4Consolidated
                Statements of Stockholders’ Deficit for the years ended December 31, 2004
                and 2003
            
            F-5Notes
                to Consolidated Financial Statements
            
            F-6









**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**




To
      the
      Board of Directors and Stockholders of


INCA
      Designs, Inc.:




We
      have
      audited the accompanying consolidated balance sheet of INCA Designs, Inc.,
      as of
      December 31, 2004, and the related consolidated statements of operations,
      stockholders' equity and cash flows for the years ended December 31, 2004 and
      2003. These financial statements are the responsibility of the Company’s
      management. Our responsibility is to express an opinion on these financial
      statements based on our audit.




We
      conducted our audits in accordance with 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 is not required to
      have, nor were we engaged to perform, an audit of its internal control over
      financial reporting. Our audit included consideration of internal control over
      financial reporting as a basis for designing audit procedures that are
      appropriate in the circumstances, but not for the purpose of expressing an
      opinion on the effectiveness of the company's internal control over financial
      reporting. Accordingly, we express no such opinion. An audit also includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements. An audit also includes assessing the accounting
      principles used and significant estimates made by management, as well as
      evaluating the overall financial statement presentation. We believe that our
      audit provide a reasonable basis for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the consolidated financial position of INCA Designs, Inc.
      as
      of December 31, 2004, and the consolidated results of their operations and
      their
      cash flows for the years ended December 31, 2004 and 2003 in conformity with
      accounting principles generally accepted in the United States of
      America.




The
      accompanying consolidated financial statements have been prepared assuming
      that
      the Company will continue as a going concern. As more fully discussed in Note
      A
      to the financial statements, the Company has suffered losses from operations
      and
      has a working capital deficiency as of December 31, 2004. These conditions
      raise
      substantial doubt about its ability to continue as a going concern. Management's
      plans in regard to these matters are also described in Note A. The consolidated
      financial statements do not include any adjustments that might result from
      the
      outcome of this uncertainty.






/s/
      Rosenberg Rich Baker Berman & Company, PA





Bridgewater,
      New Jersey


October
      11, 2007




F-1




INCA
                  DESIGNS, INC. AND SUBSIDIARIESf/k/a
                  TRANSPORTATION SAFETY TECHNOLOGY, INC.f/k/a
                  ACCIDENT PREVENTION PLUS, INC.CONSOLIDATED
                  BALANCE SHEETDECEMBER
                  31, 2004
  ASSETSCurrent
                  assets:Cash
              
              $
              87Total
                  current assets
              
              
              87Total
                  assets
              
              $
              87LIABILITIES
                  AND STOCKHOLDERS' DEFICITCurrent
                  liabilities:Notes
                  and loans payable, current portion
              
              $
              1,254,439Convertible
                  notes payable
              
              
              430,000Accounts
                  payable
              
              
              680,608Accrued
                  expenses and other liabilities
              
              
              267,513Accrued
                  interest
              
              
              462,744Due
                  to officers
              
              
              414,285Total
                  current liabilities
              
              
              3,509,589Common
                  stock subject to rescission of 12,496 shares issued and
                  outstanding
              
              
              181,189Bridge
                  loans expected to convert to equity
              
              
              343,300Total
                  liabilities
              
              
              4,034,078Commitments
                  and contingencies
              
              
              -Stockholders'
                  deficit:Common
                  stock - par value $.001; 50,000,000 shares authorized;
              
              
              12,84012,840,021
                  shares issued and outstandingAdditional
                  paid-in capital
              
              
              6,547,465Accumulated
                  deficit
              
              
              (10,594,296
              )Total
                  stockholders' deficit
              
              
              (4,033,991
              )Total
                  liabilities and stockholders' deficit
              
              $
              87


The
        accompanying footnotes are an integral part of these consolidated financial
        statements.
  F-2


INCA
                    DESIGNS, INC. AND SUBSIDIARIESf/k/a
                    TRANSPORTATION SAFETY TECHNOLOGY, INCf/k/a
                    ACCIDENT PREVENTION PLUS, INC.CONSOLIDATED
                    STATEMENTS OF OPERATIONSFOR
                    YEARS ENDED DECEMBER 31, 2004 AND
                    2003
  December
                    31,2004
                
                2003Revenues,
                    net
                
                $
                31,909
                
                $
                49,376Cost
                    of revenues
                
                
                71,101
                
                
                26,793Gross
                    profit
                
                
                (39,192
                )
                
                22,583Operating
                    expenses:Selling,
                    general and administration
                
                
                525,334
                
                
                367,011Research
                    and development
                
                
                176
                
                
                14,550Total
                    operating expense
                
                
                525,510
                
                
                381,561Operating
                    loss
                
                
                (564,702
                )
                
                (358,978
                )Other
                    income and (expense)Interest
                    expense
                
                
                (202,604
                )
                
                (131,400
                )Amortization
                    of debt issue costs
                
                
                (21,335
                )
                
                (85,332
                )Debt
                    Extinguishment
                
                
                138,857
                
                
                -Disposal
                    of fixed assets-net
                
                
                (6,091
                )
                
                -Total
                    other income (expense)
                
                
                (91,173
                )
                
                (216,732
                )Loss
                    before taxes
                
                
                (655,875
                )
                
                (575,710
                )Provision
                    for income taxes
                
                
                -
                
                
                -Net
                    loss
                
                $
                (655,875
                )
                $
                (575,710
                )Basic
                    Earnings Per Share:Net
                    loss
                
                
                ($0.053
                )
                
                ($0.051
                )Weighted
                    Average Number ofShares
                    Outstanding
                
                
                12,415,375
                
                
                11,193,726
 The
          accompanying footnotes are an integral part of these consolidated financial
          statements.
  F-3
 INCA
                      DESIGNS, INC. AND SUBSIDIARIESf/k/a
                      TRANSPORTATION SAFETY TECHNOLOGY, INC.f/k/a
                      ACCIDENT PREVENTION PLUS, INC.CONSOLIDATED
                      STATEMENTS OF CASH FLOWSFOR
                      THE YEARS ENDED DECEMBER 31, 2004 AND
                      2003
  December
                      31,2004
                  
                  2003**CASH
                      FLOWS FROM OPERATING ACTIVITES**Net
                      loss
                  
                  $
                  (655,875
                  )
                  $
                  (575,710
                  )Adjustments
                      to reconcile net loss to net cash flows fromoperating
                      activities:Depreciation
                      and amortization expense
                  
                  
                  -
                  
                  
                  4,988Amortization
                      of debt issue costs
                  
                  
                  21,335
                  
                  
                  85,332Common
                      stock issued in connectionwith
                      consulting expense
                  
                  
                  180,000
                  
                  
                  2,520Common
                      stock issued in connectionwith
                      employment agreements
                  
                  
                  67,500
                  
                  
                  12,500Interest
                      accrued on notes payable andother
                      debt
                  
                  
                  202,604
                  
                  
                  66,000Changes
                      in assets and liabilities:Inventory
                  
                  
                  44,741
                  
                  
                  (24,394
                  )Accounts
                      receivable
                  
                  
                  20,028
                  
                  
                  (1,180
                  )Prepaid
                      expenses and other current assets
                  
                  
                  4,134
                  
                  
                  -Other
                      assets
                  
                  
                  18,761
                  
                  
                  -Accounts
                      payable, accrued expense and
                  
                  
                  
                  
                  
                  -other
                      current liabilities
                  
                  
                  112,579
                  
                  
                  136,133Net
                      cash flows provided by (used in) operating activities
                  
                  
                  15,807
                  
                  
                  (293,811
                  )**CASH
                      FLOWS FROM FINANCING ACTIVITIES**Proceeds
                      from sale of common stock
                  
                  
                  25,000
                  
                  
                  35,000Proceeds
                      from notes payable
                  
                  
                  272,458
                  
                  
                  82,500Proceeds
                      from notes payable-shareholders
                  
                  
                  -
                  
                  
                  183,500Repayment
                      of notes payable
                  
                  
                  (314,200
                  )
                  
                  (7,550
                  )Net
                      cash flows provided by (used in) financing activities
                  
                  
                  (16,742
                  )
                  
                  293,450Decrease
                      in cash
                  
                  
                  (935
                  )
                  
                  (361
                  )Cash,
                      beginning of year
                  
                  
                  1,022
                  
                  
                  1,383Cash,
                      end of year
                  
                  $
                  87
                  
                  $
                  1,022Interest
                      Paid
                  
                  $
                  -
                  
                  $
                  65,400Income
                      Taxes Paid
                  
                  $
                  -
                  
                  $
                  -
 The
            accompanying footnotes are an integral part of these consolidated financial
            statements.
  F-4
 INCA
                        DESIGNS, INC. AND SUBSIDIARIESf/k/a
                        TRANSPORTATION SAFETY TECHNOLOGY, INC.f/k/a
                        ACCIDENT PREVENTION PLUS, INC.CONSOLIDATED
                        STATEMENT OF STOCKHOLDERS' EQUITYFOR
                        THE YEARS ENDED DECEMBER 31, 2004 AND
                        2003
  AdditionalCommon
                        Stock
                    
                    Paid-in
                    
                    AccumulatedShares
                    
                    Amount
                    
                    Capital
                    
                    Deficit
                    
                    Total**Balance,
                        December 31, 2002**
                    
                    
                    10,455,354
                    
                    $
                    10,456
                    
                    $
                    6,121,159
                    
                    $
                    (9,362,711
                    )
                    $
                    (3,231,096
                    )Shares
                        issued in connection withprivate
                        placement
                    
                    
                    450,000
                    
                    
                    450
                    
                    
                    34,550
                    
                    
                    -
                    
                    
                    35,000Shares
                        issued in connection withemployment
                        agreement
                    
                    
                    250,000
                    
                    
                    250
                    
                    
                    12,250
                    
                    
                    -
                    
                    
                    12,500Shares
                        issued in connection withconsulting
                        agreement
                    
                    
                    18,000
                    
                    
                    18
                    
                    
                    2,502
                    
                    
                    -
                    
                    
                    2,520Amortization
                        of debt issue costs
                    
                    
                    -
                    
                    
                    -
                    
                    
                    85,332
                    
                    
                    -
                    
                    
                    85,332Net
                        loss
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    (575,710
                    )
                    
                    (575,710
                    )**Balance,
                        December 31, 2003**
                    
                    
                    11,173,354
                    
                    
                    11,174
                    
                    
                    6,255,793
                    
                    
                    (9,938,421
                    )
                    
                    (3,671,454
                    )Shares
                        issued in connection withprivate
                        placement
                    
                    
                    416,667
                    
                    
                    416
                    
                    
                    24,584
                    
                    
                    -
                    
                    
                    25,000Shares
                        issued in connection withemployment
                        agreement
                    
                    
                    250,000
                    
                    
                    250
                    
                    
                    66,753
                    
                    
                    -
                    
                    
                    67,003Shares
                        issued in connection withconsulting
                        agreement
                    
                    
                    1,000,000
                    
                    
                    1,000
                    
                    
                    179,000
                    
                    
                    -
                    
                    
                    180,000Amortization
                        of debt issue costs
                    
                    
                    -
                    
                    
                    -
                    
                    
                    21,335
                    
                    
                    -
                    
                    
                    21,335Net
                        loss
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    (655,875
                    )
                    
                    (655,875
                    )**Balance,
                        December 31, 2004**
                    
                    
                    12,840,021
                    
                    $
                    12,840
                    
                    $
                    6,547,465
                    
                    $
                    (10,594,296
                    )
                    $
                    (4,033,991
                    )
  The
              accompanying footnotes are an integral part of these consolidated financial
              statements.


F-5




**INCA
      DESIGNS, INC. AND SUBSIDIARIES**


**f/k/a
      TRANSPORTATION SAFETY TECHNOLOGY, INC.**


**f/k/a
      ACCIDENT PREVENTION PLUS, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2004**




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





Nature
      of Operations





INCA
      Designs, Inc. (the “Company”) was formed in Nevada in 1998 under the name of
      Accident Prevention Plus, Inc. In December 2004, the Company changed its name
      to
      Transportation Safety Technology, Inc. and in March 2007 changed its name to
      INCA Designs, Inc.





The
      Company was a technology company which designed, manufactured and distributed
      on
      board recorders and specialty interface equipment for all types of vehicles.
      The
      Company specialized in the safety, economic enhancement of and security for
      vehicles, drivers, roads and cargo. During the three months ended March 31,
      2005, the Company and its wholly owned subsidiaries International Purchasing
      Services, NY, Inc. and Accident Prevention Plus, LLC ceased operations and
      remained inactive until May
      21,
      2007, at which time the Company acquired 100% of the stock of S2 New York Design
      Corp. (“S2”) and operates it as its wholly owned subsidiary. S2 was incorporated
      as a New York corporation on November 1, 2006 and designs, contracts for the
      manufacture of, markets, retails, and distributes resort wear and swimwear.
      INCA
      intends for the business of S2 to be its sole line of business.





Basis
      of Accounting





The
      Company maintained its financial records and financial statements on the accrual
      basis of accounting.





Cash
      and Cash Equivalents





For
      purposes of the Statements of Cash Flows, the Company considered amounts held
      by
      financial institutions and short-term investments with an original maturity
      of
      90 days or less to be cash and cash equivalents.





Research
      and Development Costs





Research
      and development costs are expensed as incurred.





Principles
      of Consolidation





The
      accompanying consolidated financial statements include the accounts of the
      Company and its wholly owned subsidiaries. All inter-company accounts and
      transactions have been eliminated in consolidation.





Fair
      Value of Financial Instruments





For
      accounts payable and accrued expenses, the carrying amount approximates fair
      value because of the short term maturity of these instruments.





Fair
      value estimates are made at a specific point in time, based on relevant
      information and information about the financial instrument. These estimates
      are
      subjective in nature and involve uncertainties and matters
      of significant judgment and therefore cannot be determined with precision.
      Changes in assumptions could significantly affect the
      estimates.


F-6


**INCA
        DESIGNS, INC. AND SUBSIDIARIES**
 **f/k/a
        TRANSPORTATION SAFETY TECHNOLOGY, INC.**
 **f/k/a
        ACCIDENT PREVENTION PLUS, INC.**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2004**


**NOTE
      A -** **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (continued)**





Recent
      Accounting Pronouncements





In
      February 2006, the Financial Accounting Standards Board (FASB) issued SFAS
      No.
      155, “Accounting for Certain Hybrid Financial Instruments". SFAS No. 155 amends
      FASB Statements No. 133, Accounting for Derivative Instruments and Hedging
      Activities, and No. 140, Accounting for Transfers and Servicing of Financial
      Assets and Extinguishments of Liabilities and permits fair value remeasurement
      for any hybrid financial instrument that contains an embedded derivative that
      otherwise would require bifurcation.





SFAS
      No.
      155 is effective for all financial instruments acquired, issued, or subject
      to a
      remeasurement (new basis) event occurring after the beginning of an entity's
      first fiscal year that begins after September 15, 2006. Management does not
      expect the implementation of this new standard to have a material impact on
      the
      Company's financial position, results of operations and cash flows.





In
      March
      2006, the FASB issued SFAS No. 156 “Accounting for Servicing of Financial
      Asset". SFAS No. 156 amends FASB Statement No. 140, “Accounting for Transfers
      and Servicing of Financial Assets and Extinguishments of Liabilities", with
      respect to the accounting for separately recognized servicing assets and
      servicing liabilities.





SFAS
      No.
      156 is effective as of the beginning of an entity’s first fiscal year that
      begins after September 15, 2006. Management does not expect the implementation
      of this new standard to have a material impact on the Company's financial
      position, results of operations and cash flows.





In
      September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements". SFAS
      No. 157 defines fair value, establishes a framework for measuring fair value
      in
      generally accepted accounting principles (GAAP), and expands disclosures about
      fair value measurements.





SFAS
      No.
      157 is effective for financial statements issued for fiscal years beginning
      after November 15, 2007, and interim periods within those fiscal years.
      Management does not expect the implementation of this new standard to have
      a
      material impact on the Company's financial position, results of operations
      and
      cash flows.





On
      September 13, 2006, the SEC released Staff Accounting Bulletin No. 108,
      "Considering the Effects of Prior Period Misstatements When Quantifying
      Misstatements in Current Year Financial Statements", which provides guidance
      on
      the consideration of the effects of prior year misstatements in quantifying
      current year misstatements for the purpose of a materiality assessment. The
      standard is effective for the first annual financial statements for fiscal
      years
      beginning after November 15, 2006. The Company is currently considering the
      effect of implementing the requirements of this standard.





On
      February 3, 2006, the FASB issued FASB Staff Position FSP FAS 123R-4,
      "Classification of Options and Similar Instruments Issued as Employee
      Compensation That Allow for Cash Settlement Upon the Occurrence
      of a Contingent Event." This FASB Staff Position (FSP) addresses the
      classification of options and similar instruments issued as employee
      compensation that allow for cash settlement upon the occurrence of a contingent
      event. The guidance in this FSP amends paragraphs 32 and A229 of FASB Statement
      No. 123 (revised 2004), Share-Based Payments.


F-7


**INCA
        DESIGNS, INC. AND SUBSIDIARIES**
 **f/k/a
        TRANSPORTATION SAFETY TECHNOLOGY, INC.**
 **f/k/a
        ACCIDENT PREVENTION PLUS, INC.**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2004**


**NOTE
      A -** **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (continued)**





On
      October 10, 2006, the FASB issued FASB Staff Position FSP FAS 123R-5, "Amendment
      of FASB Staff Position FAS 123R-1." This FASB Staff Position (FSP) addresses
      whether a modification of an instrument in connection with an equity
      restructuring should be considered a modification for purposes of applying
      FSP
      FAS 123(R)-1, "Classification and Measurement of Freestanding Financial
      Instruments Originally Issued in Exchange for Employee Services under FASB
      Statement No. 123(R)."





On
      February 3, 2006, the FASB issued FASB Staff Position FSP FAS 123R-6, "Technical
      Corrections of FASB Statement No. 123(R) "This FASB Staff Position (FSP)
      addresses certain technical corrections of FASB Statement No. 123 (revised
      2004), Share-Based Payment.





The
      Company's adoption of SFAS 123(R) and the implementation of these new standards
      did not have a material impact on the Company's financial position, results
      of
      operations and cash flows.





Revenue
      Recognition





Revenue
      from hardware sales is recognized when the product has been shipped and
      collectibility is reasonably assured. Revenue recognized from these sales is
      net
      of applicable provisions for refunds, discounts and allowances. Engineering
      service sales are recognized upon the service having been
      performed.





Income
      Taxes





The
      Company accounts for income taxes in accordance with Statement of Financial
      Accounting Standards ("SFAS") No. 109 "Accounting for Income Taxes" which
      requires the use of the "liability method" of accounting for income taxes.
      Accordingly, deferred tax liabilities and assets are determined based on the
      difference between the financial statement and tax bases of assets and
      liabilities, using enacted tax rates in effect for the year in which the
      differences are expected to reverse. Current income taxes are based on the
      respective periods' taxable income for federal and state income tax reporting
      purposes. Accordingly,
      measurement of the deferred tax assets and liabilities attributable to the
      book-tax basis differentials are computed at a rate of 34% federal, 6% state,
      pursuant to SFAS No. 109.





The
      only
      material tax effect of significant items comprising the Company's current
      deferred tax assets as of December 31, 2004 is the Company's net operating
      loss
      carryforwards ("NOL's"), which amounted to approximately $5,630,000 for the
      Company. The deferred tax asset associated with the Company's NOL's amounted
      to
      approximately $2,000,000 as of December 31, 2004. In accordance with SFAS 109,
      the Company has recorded a 100% valuation allowance for such deferred tax asset
      since management could not
      determine that it was "more likely than not" that the deferred tax assets would
      be realized in the future. The Company's NOL's amounting to approximately
      $5,630,000 will expire in the years 2005 through 2024 if not utilized prior.




F-8


**INCA
      DESIGNS, INC. AND SUBSIDIARIES**


**f/k/a
      TRANSPORTATION SAFETY TECHNOLOGY, INC.**


**f/k/a
      ACCIDENT PREVENTION PLUS, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2004**




**NOTE
      A -** **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (continued)**





Stock
      Based Compensation





The
      Company follows the requirements of SFAS 123(R), *Share
      Based Payments* with
      regard to stock based compensation issued to both employees and non-employees.
      The Company has various employment agreements and consulting arrangements that
      call for stock to be awarded to the employees and consultants at various times
      as compensation and periodic bonuses. The expense for this stock based
      compensation is equal to the fair value of the stock that was determined by
      using the closing trading price on the day the stock was awarded multiplied
      by
      the number of shares awarded.





Earnings
      Per Share





Basic
      loss per common shares ("EPS") is computed as net loss divided by the
      weighted-average number of common shares outstanding during the period. Diluted
      EPS includes the impact of common stock potentially issuable upon the exercise
      of options and warrants. Potential common stock has been excluded from the
      computation of diluted net loss per share as their inclusion would be
      anti-dilutive.





Use
      of
      Estimates





The
      Company’s financial statements have been prepared in accordance with accounting
      principles generally accepted in the United States of America. The preparation
      of these financial statements requires us to make significant estimates and
      judgments that affect the reported amounts of assets, liabilities, revenues,
      expenses and related disclosure of contingent assets and liabilities. We
      evaluate our estimates, including those related to contingencies, on an ongoing
      basis. We base our estimates on historical experience and on various other
      assumptions that are believed to be reasonable under the circumstances, the
      results of which form the basis for making judgments about the carrying values
      of assets and liabilities that are not readily apparent from other sources.
      Actual results may differ from these estimates under different assumptions
      or
      conditions.





Debt
      Issue Costs





The
      Company recorded debt issuance costs of $21,335 in 2004 and $85,332 in
      2003.





Going
      Concern





At
      December 31, 2004, the Company had cash totaling $87. As of December 31, 2004,
      the Company had an accumulated deficit and no established source of revenue
      and
      is in arrears with trade creditors and payroll taxes. Should the taxing
      authorities take further actions, the results could be detrimental to the
      Company's ability to operate. In addition, the Company is in arrears with
      respect to revised payment arrangements with its bank debt. Should the banks
      take action against the Company the results could adversely affect the Company.
      The foregoing matters raise substantial doubt about the ability of the Company
      to continue as a going concern. Management
      believes the current cash on hand and
      anticipated revenues may not be sufficient to retire the full amount of the
      obligations that mature during the next twelve months. As such, the Company
      may
      seek external sources to satisfy these obligations. Failure to obtain such
      funding would have a material adverse effect on the Company’s results of
      operations and financial condition




F-9


**INCA
      DESIGNS, INC. AND SUBSIDIARIES**


**f/k/a
      TRANSPORTATION SAFETY TECHNOLOGY, INC.**


**f/k/a
      ACCIDENT PREVENTION PLUS, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2004**




**NOTE
      A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (continued)**





The
      financial statements do not include adjustments relating to the recoverability
      and realization of assets and classification of liabilities that might be
      necessary should the Company be unable to continue in operation.





**NOTE
      B - COMMON AND PREFERRED STOCK**





Common
      Stock





At
      December 31, 2004, the Company has 50,000,000 shares of Common Stock authorized
      of which 12,840,021 are issued and outstanding. The par value of the Company’s
      Common Stock is $0.001.





There
      is
      a limited public trading market for the Company’s Common Stock and a regular,
      more active trading market may not develop, or if developed, may not be
      sustained. Currently, the Company’s Common Stock trades under the symbol
“IDGI.PK”.





In
      February 2004, the Company issued 416,667 shares of its Common Stock valued
      at
      $0.06 per share in connection with a private placement transaction valued at
      $25,000.





In
      March
      2004, the Company issued 1,000,000 shares of its Common Stock valued at $0.18
      per share to a consultant as payment for services rendered valued at
      $180,000.





In
      June
      2004, the Company issued 250,000 shares of its Common Stock valued at $0.10
      per
      share to two executives as part of their compensation as covered in their
      employment agreements.




Preferred
      stock





The
      Company has no shares of preferred stock authorized.





Stock
      Options





Effective
      January 1, 1999, the Company established a non-qualified stock option plan
      ("Stock Option Plan") pursuant to which 6,000,000 shares of common stock are
      reserved for issuance upon the exercise of options. The option plan is designed
      to serve as an incentive for retaining qualified and competent key employees,
      officers and the director of the Company. As of December 31, 2004, 3,000,000
      options are outstanding.




F-10


**INCA
      DESIGNS, INC. AND SUBSIDIARIES**


**f/k/a
      TRANSPORTATION SAFETY TECHNOLOGY, INC.**


**f/k/a
      ACCIDENT PREVENTION PLUS, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2004**




**NOTE
      B - COMMON AND PREFERRED STOCK (continued)**





Stock
      Options (continued)





A
      summary
      of the Company's stock option activity and related information
      follows:





Number
                of Shares Under Option
            
            Range
                of Options Price Per Share
            
            Weighted
                Average Exercise PriceBalance
                at January 1, 2003
            
            
            3,264,000
            
            $
            0.75-14.50
            
            $
            2.28Granted
            
            
            -0-
            
            
            -0-
            
            
            -0-Exercised
            
            
            -0-
            
            
            -0-
            
            
            -0-Cancelled
            
            
            -0-
            
            
            -0-
            
            
            -0-Balance
                at December 31, 2003
            
            
            3,264,000
            
            $
            0.75-14.50
            
            $
            2.28Granted
            
            
            -0-
            
            
            -0-
            
            
            -0-Exercised
            
            
            -0-
            
            
            -0-
            
            
            -0-Cancelled
            
            
            (264,000
            )
            
            (14.50
            )
            
            (14.50
            )Balance
                at December 31, 2004
            
            
            3,000,000
            
            $
            0.75-2.50
            
            $
            1.42





In
      compliance with SFAS No. 123, the Company has elected to provide the proforma
      disclosure of net income (loss) and earnings per share as if the fair value
      based method had been applied to the Company's financial statements. The Company
      continued its use of APB Opinion No. 25. As such, the Company's net loss and
      loss per share for the years ended December 31, 2004 and 2003, adjusted to
      reflect proforma amounts, are indicated below:





Years
                Ended December 31,2004
            
            2003Net
                loss:As
                reported
            
            $
            (655,875
            )
            $
            (575,710
            )Proforma
            
            $
            (655,875
            )
            $
            (575,710
            )Basic
                and diluted loss per share:As
                reported
            
            $
            (0.05
            )
            $
            (0.05
            )Proforma
            
            $
            (0.05
            )
            $
            (0.05
            )





F-11


**INCA
      DESIGNS, INC. AND SUBSIDIARIES**


**f/k/a
      TRANSPORTATION SAFETY TECHNOLOGY, INC.**


**f/k/a
      ACCIDENT PREVENTION PLUS, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2004**




**NOTE
      B - COMMON AND PREFERRED STOCK (continued)**





The
      fair
      value of stock options granted were estimated at the date of grant using the
      Black-Scholes option-pricing model with the following weighted-average fair
      value and related assumptions:





Years
                Ended December 31,2004
            
            2003Weighted
                average fair value
            
            
            N/A
            
            
            N/AExpected
                volatility
            
            
            N/A
            
            
            N/ARisk-free
                interest rate
            
            
            N/A
            
            
            N/AExpected
                life (year)
            
            
            N/A
            
            
            N/AExpected
                dividend yield
            
            
            N/A
            
            
            N/A





REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK




F-12


**INCA
      DESIGNS, INC. AND SUBSIDIARIES**


**f/k/a
      TRANSPORTATION SAFETY TECHNOLOGY, INC.**


**f/k/a
      ACCIDENT PREVENTION PLUS, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2004**




**NOTE
      C - NOTES AND LOANS PAYABLE**





As
      of
      December 31, 2004, the Company is in default in the following
      obligations.





The
                principal balance on promissory notes with a financial institution
                totaled
                $484,000. In August 2002, the Company negotiated a settlement with
                the
                financial institution with payment terms of $5,000 per month on the
                promissory notes. During the year ended December 31, 2004 no payments
                were
                made.
            
            $
            484,000Promissory
                note with interest accruing at 8% per annum, due on demand to a former
                officer/director.
            
            
            50,000Promissory
                note which the former officer/director secured personally through
                a
                financial institution. The Company has guaranteed to reimburse the
                officer
                for all interest and the direct cost of such loan. This loan bears
                interest at 9.25% per annum and is due on demand.
            
            
            240,000Promissory
                note with interest accruing at 10% per annum, due on demand to a
                former
                officer/director.
            
            
            7,500Promissory
                note with interest accruing at 10% per annum, due on demand to a
                former
                officer/director.
            
            
            3,500Non-interest
                bearing advances and unreimbursed expenses to a former
                officer/director.
            
            
            79,143Notes
                and loans payable to individuals with interest accruing at 10% per
                annum,
                due on demand.
            
            
            288,000Notes
                payable to an individual with interest accruing at 10%, all with
                a due
                date of March 1, 2002.
            
            
            102,296TOTAL
            
            $
            1,254,439





F-13


**INCA
      DESIGNS, INC. AND SUBSIDIARIES**


**f/k/a
      TRANSPORTATION SAFETY TECHNOLOGY, INC.**


**f/k/a
      ACCIDENT PREVENTION PLUS, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2004**




**NOTE
      D - CONVERTIBLE PROMISSORY NOTES**





As
      of
      December 31, 2004, the Company is in default in the following
      obligations.





In
                December 1999, the Company executed a convertible promissory note
                with a
                now former officer and director, bearing interest at prime per annum
                (4.75% at December 31, 2001) with principal payable in full on December
                31, 2001. Commencing on September 30, 2000 the note was convertible
                into
                Common Stock at the rate of $14.50 per share.
            
            $
            250,000During
                the year ended December 31, 2000, the Company entered into sixteen
                convertible 10% promissory notes aggregating $593,400. The promissory
                notes are due on December 31, 2002, bearing interest at 10% per annum
                and
                are payable monthly in arrears or upon maturity or any earlier conversion
                of the note. The promissory notes contain a provision stating that
                beginning January 2, 2001 that upon a 10 day notice the note is due
                on
                demand. At any time subsequent to December 31, 2000, the noteholders
                will
                have the right to convert the principal and accrued interest in whole
                or
                in part into common stock at $14.50 per share.
            
            
            180,000TOTAL
            
            $
            430,000





**NOTE
      E - COMMON STOCK SUBJECT TO RESCISSION OFFER**





Common
      stock sold subsequent to August 3, 1999 pursuant to the Company's limited
      offering memoranda of January and April 1999, may be in violation of the
      requirements of the Securities Act of 1933. In addition, certain state
      securities rules and regulations may not have been complied with to ensure
      availability of a private placement transaction exemption. As such, the proceeds
      of $202,939 from the issuance of 13,996 shares of common stock through December
      31, 1999 were classified outside of equity in the balance sheet and classified
      as common stock subject to rescission. On April 18, 2000, the Company
      repurchased 1,500 shares of common stock from two of the related shareholders.
      The Company subsequently canceled these shares. As of December 31, 2002, the
      balance of proceeds was $181,189 and the related shares were 12,496. As of
      December 31, 2004, no additional investors have requested the Company to
      repurchase their shares.




F-14


**INCA
      DESIGNS, INC. AND SUBSIDIARIES**


**f/k/a
      TRANSPORTATION SAFETY TECHNOLOGY, INC.**


**f/k/a
      ACCIDENT PREVENTION PLUS, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2004**




**NOTE
      F - BRIDGE LOAN EXPECTED TO BE CONVERTED TO EQUITY**


During
                the year ended December 31, 2002, the Company entered into various
                bridge
                loans which are convertible into Common Stock of the Company. As
                of
                December 31, 2004, there remains outstanding three such bridge loans
                totaling $343,300. These bridge loans bear an interest rate of
                10%.
            
            $
            343,300





**NOTE
      G -DUE TO OFFICERS**





At
      December 31, 2005, amounts due to officers consisted of the
      following:





Accrued
                compensation
            
            $
            394,180Advances
            
            
            15,115TOTAL
            
            $
            409,295





The
      amounts are non-interest bearing and have no stated terms of
      repayment.





**NOTE
      H -ACCRUED EXPENSES AND OTHER LIABILITIES**





Accrued
      expenses and other liabilities consist of the following at December 31,
      2004:





Accrued
                expenses
            
            $
            133,838Payroll
                taxes
            
            
            18,225Cash
                advanced for stock purchase
            
            
            38,500Other
                liabilities
            
            
            91,950TOTAL
            
            $
            282,513





**NOTE
      I - COMMITMENTS AND CONTINGENCIES**





Employment
      Agreements





During
      2002, the Company entered into employment agreements with its two executive
      officers, which provide for annual salaries of $120,000 and $114,000 and common
      stock grants of 125,000 shares each during the year. In connection with this
      agreement, the Company granted 125,000 shares of its common stock to each of
      its
      two executive officers for the years ended December 31, 2003 and 2004. These
      grants were valued at $6,250 per officer and $33,500 per officer respectively.
      The agreements provide for certain expenses and annual raises based upon the
      ability of the Company to fund the same. No options were granted in
      2005.




F-15


**INCA
      DESIGNS, INC. AND SUBSIDIARIES**


**f/k/a
      TRANSPORTATION SAFETY TECHNOLOGY, INC.**


**f/k/a
      ACCIDENT PREVENTION PLUS, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2004**




**NOTE
      I - COMMITMENTS AND CONTINGENCIES (continued)**





Litigation





The
      Company is a named defendant in a lawsuit filed in the New York Supreme Court
      County of Nassau. The lawsuit claims that the Company breached a contract claim
      stemming from the Company's failure to install certain devices in the
      Plaintiff's fleet of ambulances, and seeks compensatory damages in the amount
      of
      $195,000. The Company has asserted a counter-claim based upon tortuous
      interference with contract, and has denied all of the Plaintiff's allegations.
      A
      settlement offer has been made by the Company, whereby the Company would
      complete installation of its devices in exchange for a general release. The
      plaintiff has not responded to that offer. While the Company cannot predict
      the
      outcome of any settlement, the Company estimates that its liability under this
      litigation will not exceed $71,000. Accordingly, an accrual of $71,000 was
      reflected in the accompanying December 31, 2005 consolidated balance
      sheet.





Management
      is not aware of any other legal proceedings contemplated by any governmental
      authority or other party involving the Company or its properties. No director,
      officer or affiliate of the Company is (i) a party adverse to the Company in
      any
      legal proceedings, or (ii) has an adverse interest to the Company in any legal
      proceedings. Management is not aware of any other legal proceedings pending
      or
      that have been threatened against the Company or its properties. As of December
      31, 2005, the Company owes approximately $18,000 in payroll taxes originating
      in
      periods prior to 1999. Federal and state tax liens have been filed against
      the
      Company in connection with unpaid payroll taxes. **** Although
      the Internal Revenue Service and the Employment Commission of the State of
      New
      York have filed liens against the Company, respectively, as a result of unpaid
      payroll taxes, these governmental entities have not initiated legal proceedings
      against the Company to seize the Company's assets to pay such
      taxes.





**NOTE
      J - SUBSEQUENT EVENTS**





In
      October 2006, Mark Smith was approved as the court-appointed custodian of the
      Company by the Second Judicial District Court of the State of Nevada, in and
      for
      the County of Washoe, (the “Court”) of Transportation Safety Technology, Inc.,
      and filed paperwork with the State of Nevada naming himself as sole officer
      and
      director. Mr. Smith, using independent consulting firms, performed appropriate
      searches to determine that the Company was inactive and had no liens or
      judgments outstanding. Mr. Smith provided the Court with the independent
      consulting reports and on November 8, 2006 the Court filed an Order Approving
      (the) Report and Discharging (the) Custodian.





In
      November 2006, Mr. Smith, as sole director, authorized the issuance of
      36,330,346 shares to the independent consulting firms in payment of their
      outstanding invoices totaling $55,345. In February 2007, the Company prepared
      and mailed an Information Statement and obtained proxies to reconstitute the
      capital structure and split its common stock on a 1:10.




F-16


**INCA
      DESIGNS, INC. AND SUBSIDIARIES**


**f/k/a
      TRANSPORTATION SAFETY TECHNOLOGY, INC.**


**f/k/a
      ACCIDENT PREVENTION PLUS, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2004**




**NOTE
      J - SUBSEQUENT EVENTS (continued)**





In
      February 2007, Donald R. Mastropietro was appointed sole officer and director
      (completed after the proxies were obtained but before the actions were put
      into
      effect). In March 2007, Mr. Mastropietro, as sole director, authorized the
      change of the Company’s name to INCA Designs, Inc. (“INCA”) and completed the
      previously authorized reconstitution of the Company’s capital structure
      (increasing the authorized common stock to 1 billion shares, changing its par
      value to $0.0001 and authorizing the issuance of up to 10 million shares of
      preferred stock at a par value of $0.0001). In April 2007, Mr. Mastropietro,
      as
      sole director, authorized a 1:20 reverse split of the outstanding shares of
      common stock of the Company (on May 9, 2007 the split was
      effectuated).





On
      May
      21, 2007, the Company and S2 New York Design Corp., a New York corporation
      (“S2”) entered into a Securities Exchange Agreement (the “Agreement”) whereby
      INCA acquired 100% of the issued and outstanding shares of common stock of
      S2 in
      exchange for 26,000,000 shares of the Company’s common stock. U nder
      the
      terms of the Agreement, INCA assumed subordinated convertible promissory notes
      previously issued by S2 (the “S2 Notes”) in the aggregate principal amount of
      $500,000, which, if and when converted, will convert into shares of INCA’s
      common stock. In association with the assumption of the S2 Notes, INCA issued
      an
      aggregate of 1,000,000 common stock purchase warrants to the holders of the
      convertible promissory notes which warrants were substituted for like warrants
      previously issued by S2. The warrants are exercisable for three years at an
      exercise price of $.50 per share and expire on October 31, 2009. Also
      on
      May 21, 2007, Mr. Mastropietro, as sole director, approved the appointment
      of
      Stacy Josloff (named Chairperson) and Stephanie Hirsch as members of the Board
      of Directors effective immediately, Mr. Mastropietro resigned as an officer
      and
      director, and Stacy Josloff was appointed CEO, CFO, and Treasurer and Stephanie
      Hirsch was appointed President and Secretary. Ms. Josloff and Ms. Hirsch hold
      similar positions in S2. Immediately
      following the execution of the Agreement, an aggregate of $680,650 in INCA
      debt
      was converted by non-affiliates into 26,063,750 shares of its Common Stock
      at a
      conversion ratio of $.026 per share.




F-17