U.S.
SECURITIES AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 Form
10-K
 
 (Mark
One)
 
 x ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d)
 OF
THE SECURITIES EXCHANGE ACT OF 1934
 
 For the
fiscal year ended October 31, 2008
 
  ̈ TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d)
 OF
THE SECURITIES EXCHANGE ACT OF 1934
 
 For the
transition period from ______________ to ______________
 
 Commission
File Number 0-52373
 
 Reidco
Acquisition I Inc.
 (Exact
name of registrant as specified in its charter)
 
 Delaware
                      
                      02-0786379(State
      or other jurisdiction of
                      
                      (I.R.S.
      Employerincorporation
      or organization)
                      
                      Identification
      No.)c/o
      Spencer Clarke LLC545
      Fifth Avenue, 6th
      FloorNew
      York, NY
                      
                      10017(Address
      of principal executive offices)
                      
                      (zip
      code)
 
 Registrant’s
telephone number, including area code:
 (212)
446-6111
 Securities
registered under Section 12(b) of the Exchange Act:
 
 None.
 
 Securities
registered under Section 12(g) of the Exchange Act:
 
 Common
Stock, $0.0001 par value per share
 (Title of
Class)
 
 Check whether the issuer is not
required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. ̈
 
 Check
whether the issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes x No
 ̈.
 
 Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B (§229.405 of this chapter) contained herein, and no disclosure
will be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. x
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes x No
 ̈.
 
 The
issuer’s revenues for fiscal year end October 31, 2008 were $0.
 
 As of
January 25, 2009, there were 5,000,000 shares of common stock, par value $.0001
per share, outstanding, none of which were held by non-affiliates.
 
 Transitional Small Business Disclosure
Format (check one): Yes ̈Nox
  
  DOCUMENTS
INCORPORATED BY REFERENCE:
 
 None
  FORWARD-LOOKING
STATEMENTS
 
 Certain
statements made in this Annual Report on Form 10-K are “forward-looking
statements” (within the meaning of the Private Securities Litigation Reform Act
of 1995) regarding the plans and objectives of management for future operations.
Such statements involve known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements of Reidco Acquisition
I Inc. (the “Company”) to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. The forward-looking statements included herein are based on current
expectations that involve numerous risks and uncertainties. The Company's plans
and objectives are based, in part, on assumptions involving the continued
expansion of business. Assumptions relating to the foregoing involve judgments
with respect to, among other things, future economic, competitive and market
conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of the
Company. Although the Company believes its assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove
inaccurate and, therefore, there can be no assurance the forward-looking
statements included in this Report will prove to be accurate. In light of the
significant uncertainties inherent in the forward-looking statements included
herein particularly in view of the current state of our operations, the
inclusion of such information should not be regarded as a statement by us or any
other person that our objectives and plans will be achieved. Factors that could
cause actual results to differ materially from those expressed or implied by
such forward-looking statements include, but are not limited to, the factors set
forth herein under the headings “Business,” “Plan of Operation” and “Risk
Factors”. We undertake no obligation to revise or update publicly any
forward-looking statements for any reason.
  2
  PART
I
 
 Item
1. Description of Business.
 
 Introduction
 
 Reidco
Acquisition I Inc. (“we”, “us”, “our”, “Reidco” or the “Company”) was
incorporated in the State of Delaware on August 29, 2006 and maintains its
principal executive offices at c/o Spencer Clarke LLC, 505 Park Avenue, 4th Floor,
New York, NY 10022. Since inception, the Company has been engaged in
organizational efforts and obtaining initial financing. The Company was formed
as a vehicle to pursue a business combination through the acquisition of, or
merger with, an operating business. The Company filed a registration statement
on Form 10-SB with the U.S. Securities and Exchange Commission (the “SEC”) on
December 22, 2006, and since its effectiveness, the Company has focused its
efforts to identify a possible business combination.
 
 The
Company, based on proposed business activities, is a “blank check” company. The
SEC defines those companies as "any development stage company that is issuing a
penny stock, within the meaning of Section 3(a)(51) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and that has no specific business
plan or purpose, or has indicated that its business plan is to merge with an
unidentified company or companies." Many states have enacted statutes, rules and
regulations limiting the sale of securities of "blank check" companies in their
respective jurisdictions. The Company is also a “shell company,” defined in Rule
12b-2 under the Exchange Act as a company with no or nominal assets (other than
cash) and no or nominal operations. Management does not intend to undertake any
efforts to cause a market to develop in our securities, either debt or equity,
until we have successfully concluded a business combination. The Company intends
to comply with the periodic reporting requirements of the Exchange Act for so
long as we are subject to those requirements.
 
 The
Company was organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. The Company’s principal business objective
for the next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with an operating business. The Company will not
restrict its potential candidate target companies to any specific business,
industry or geographical location and, thus, may acquire any type of
business.
 
 Competition
 
 The
Company faces vast competition from other shell companies with the same
objectives. The Company is in a highly competitive market for a small number of
business opportunities which could reduce the likelihood of consummating a
successful business combination. A large number of established and well-financed
entities, including small public companies and venture capital firms, are active
in mergers and acquisitions of companies that may be desirable target candidates
for us. Nearly all these entities have significantly greater financial
resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.
 
 Employees
 
 We have
no employees other than our sole officer who devotes only a limited amount of
time to our business.
  3
 
 Item
1A. Risk Factors
  You
should carefully review and consider the following risks as well as all other
information contained in this Annual Report on Form 10-K, including our
financial statements and the notes to those statements. The following risks and
uncertainties are not the only ones facing us. Additional risks and
uncertainties of which we are currently unaware or which we believe are not
material also could materially adversely affect our business, financial
condition, results of operations, or cash flows. To the extent any of the
information contained in this annual report constitutes forward-looking
information, the risk factors set forth below are cautionary statements
identifying important factors that could cause our actual results
for various financial reporting periods to differ materially from those
expressed in any forward-looking statements made by or on our behalf and could
materially adversely effect our financial condition, results of operations or
cash flows.
 
 There
may be conflicts of interest between our management and the stockholders of the
Company.
 
 Conflicts
of interest create the risk that management may have an incentive to act
adversely to the interests of the Company. A conflict of interest may arise
between our management's personal pecuniary interest and its fiduciary duty to
our stockholders.
 
 Further,
Spencer Clarke LLC, a registered broker-dealer, may act as investment banker,
placement agent or financial consultant to the Company or an acquisition
candidate or may play some other role in connection with a potential merger or
business combination transaction. Reid H. Drescher, our President, Secretary and
sole director, is currently the President and Chief Executive Officer of Spencer
Clarke LLC. We cannot assure you that conflicts of interest among us, Spencer
Clarke LLC and our stockholders will not develop.
 
 We
have a limited operating history.
 
 We have a
limited operating history and no revenues or earnings from operations since
inception, and there is a risk that we will be unable to continue as a going
concern and consummate a business combination, we have no significant assets or
financial resources. We will, in all likelihood, sustain operating expenses
without corresponding revenues, at least until the consummation of a merger or
other business combination with a private company. This may result in our
incurring a net operating loss that will increase unless we consummate a
business combination with a profitable business. We cannot assure you that we
can identify a suitable business opportunity and consummate a business
combination, or that any such business will be profitable at the time of its
acquisition by us or ever.
 
 We
have incurred and may continue to incur losses.
 
 Since
inception (August 29, 2006) through October 31, 2008, we have incurred a net
loss of $(58,046). We expect that we will incur losses at least until we
complete a merger or other business combination with an operating business and
perhaps after such a combination as well. There can be no assurance that we will
complete a merger or other business combination with an operating business or
that we will ever be profitable.
 
 We
face a number of risks associated with potential acquisitions.
 
 We intend
to use reasonable efforts to complete a merger or other business combination
with an operating business. Such combination will be accompanied by risks
commonly encountered in acquisitions, including, but not limited to,
difficulties in integrating the operations, technologies, products and personnel
of the acquired companies and insufficient revenues to offset increased expenses
associated with acquisitions. Failure to manage and successfully integrate
acquisitions we make could harm our business, our strategy and our operating
results in a material way.
  4
 
 There
is competition for those private companies suitable for a merger transaction of
the type contemplated by management.
 
 The
Company is in a highly competitive market for a small number of business
opportunities which could reduce the likelihood of consummating a successful
business combination. We are, and will continue to be, an insignificant
participant in the business of seeking mergers with, joint ventures with and
acquisitions of small private and public entities. A large number of established
and well-financed entities, including small public companies and venture capital
firms, are active in mergers and acquisitions of companies that may be desirable
target candidates for us. Nearly all these entities have significantly greater
financial resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.
  Future
success is highly dependent on the ability of management to locate and attract a
suitable acquisition.
 
 The
nature of our operations is highly speculative, and there is a consequent risk
of loss of your investment. The success of our plan of operation will depend to
a great extent on the operations, financial condition and management of the
identified business opportunity. While management intends to seek business
combination(s) with entities having established operating histories, we cannot
assure you that we will be successful in locating candidates meeting that
criterion. In the event we complete a business combination, the success of our
operations may be dependent upon management of the successor firm or venture
partner firm and numerous other factors beyond our control.
 
 Management
intends to devote only a limited amount of time to seeking a target company
which may adversely impact our ability to identify a suitable acquisition
candidate.
  While
seeking a business combination, management anticipates devoting very limited
time to the Company's affairs. Our sole officer has not entered into a written
employment agreement with us and is not expected to do so in the foreseeable
future. This limited commitment may adversely impact our ability to identify and
consummate a successful business combination.
 
 There
can be no assurance that the Company will successfully consummate a business
combination.
 
 We can
give no assurances that we will successfully identify and evaluate suitable
business opportunities or that we will conclude a business combination.
Management has not identified any particular industry or specific business
within an industry for evaluation. We cannot guarantee that we will be able to
negotiate a business combination on favorable terms.
 
 The
time and cost of preparing a private company to become a public reporting
company may preclude us from entering into a merger or acquisition with the most
attractive private companies.
 
 Target
companies that fail to comply with SEC reporting requirements may delay or
preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
reporting companies to provide certain information about significant
acquisitions, including certified financial statements for the company acquired,
covering one, two, or three years, depending on the relative size of the
acquisition. The time and additional costs that may be incurred by some target
entities to prepare these statements may significantly delay or essentially
preclude consummation of an acquisition. Otherwise suitable acquisition
prospects that do not have or are unable to obtain the required audited
statements may be inappropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable.
  5
 
 The
Company may be subject to further government regulation which would adversely
affect our operations.
 
 Although
we are subject to the reporting requirements under the Exchange Act, management
believes we are not subject to regulation under the Investment Company Act of
1940, as amended (the “Investment Company Act”), since we are not engaged in the
business of investing or trading in securities. If we engage in business
combinations which result in our holding passive investment interests in a
number of entities, we could be subject to regulation under the Investment
Company Act. If so, we would be required to register as an investment company
and could be expected to incur significant registration and compliance costs. We
have obtained no formal determination from the SEC as to our status under the
Investment Company Act and, consequently, violation of the Investment Company
Act could subject us to material adverse consequences.
 
 Any
potential acquisition or merger with a foreign company may subject us to
additional risks.
 
 If we
enter into a business combination with a foreign company, we will be subject to
risks inherent in business operations outside of the United States. These risks
include, for example, currency fluctuations, regulatory problems, punitive
tariffs, unstable local tax policies, trade embargoes, risks related to shipment
of raw materials and finished goods across national borders and cultural and
language differences. Foreign economies may differ favorably or unfavorably from
the United States economy in growth of gross national product, rate of
inflation, market development, rate of savings, and capital investment, resource
self-sufficiency and balance of payments positions, and in other
respects.
 
 The
Company may be subject to certain tax consequences in our business, which may
increase our cost of doing business.
 
 We may
not be able to structure our acquisition to result in tax-free treatment for the
companies or their stockholders, which could deter third parties from entering
into certain business combinations with us or result in being taxed on
consideration received in a transaction. Currently, a transaction may be
structured so as to result in tax-free treatment to both companies, as
prescribed by various federal and state tax provisions. We intend to structure
any business combination so as to minimize the federal and state tax
consequences to both us and the target entity; however, we cannot guarantee that
the business combination will meet the statutory requirements of a tax-free
reorganization or that the parties will obtain the intended tax-free treatment
upon a transfer of stock or assets. A non-qualifying reorganization could result
in the imposition of both federal and state taxes that may have an adverse
effect on both parties to the transaction.
 
 Our
business will have no revenue unless and until we merge with or acquire an
operating business.
 
 We are a development stage company and
have had no revenue from operations. We do not expect to realize any revenue
unless and until we successfully merge with or acquire an operating
business.
 
 Because
we may seek to complete a business combination through a “reverse merger”,
following such a transaction we may not be able to attract the attention of
major brokerage firms.
 
 Additional
risks may exist since we expect to assist a privately held business to become
public through a “reverse merger.” Securities analysts of major brokerage firms
may not provide coverage of our Company since there is no incentive to brokerage
firms to recommend the purchase of our common stock, par value $0.0001 per share
(the “Common Stock”). No assurance can be given that brokerage firms will want
to conduct any secondary offerings on behalf of our post-merger company in the
future.
  6
 
 We
cannot assure you that following a business combination with an operating
business, our Common Stock will be listed on NASDAQ or any other securities
exchange.
  Following
a business combination, we may seek the listing of Common Stock on NASDAQ or the
American Stock Exchange. However, we cannot assure you that following such a
transaction, we will be able to meet the initial listing standards of either of
those or any other stock exchange, or that we will be able to maintain a listing
of Common Stock on either of those or any other stock exchange. After completing
a business combination, until the Common Stock is listed on the NASDAQ or
another stock exchange, we expect that the Common Stock would be eligible to
trade on the OTC Bulletin Board, another over-the-counter quotation system, or
on the “pink sheets,” where our stockholders may find it more difficult to
dispose of shares or obtain accurate quotations as to the market value of the
Common Stock. In addition, we would be subject to an SEC rule that, if it failed
to meet the criteria set forth in such rule, imposes various practice
requirements on broker-dealers who sell securities governed by the rule to
persons other than established customers and accredited investors. Consequently,
such rule may deter broker-dealers from recommending or selling the Common
Stock, which may further affect its liquidity. This would also make it more
difficult for us to raise additional capital following a business
combination.
 
 Our
stockholders may have a minority interest in the Company following a merger or
other business combination with an operating business.
 
 If we
consummate a merger or business combination with a company with a value in
excess of the value of our Company and issue shares of Common Stock to the
stockholders of such company as consideration for merging with us, our
stockholders would own less than 50% of the Company after the business
combination. The stockholders of the acquired company would therefore be able to
control the election of our board of directors (the “Board of Directors”) and
control our Company.
 
 There
is currently no trading market for our Common Stock, and liquidity of shares of
our Common Stock is limited.
 
 Shares of
our Common Stock are not registered under the securities laws of any state or
other jurisdiction, and accordingly there is no public trading market for the
Common Stock. Further, no public trading market is expected to develop in the
foreseeable future unless and until the Company completes a business combination
with an operating business and the Company thereafter files a registration
statement under the Securities Act of 1933, as amended (the “Securities Act”).
Therefore, outstanding shares of Common Stock cannot be offered, sold, pledged
or otherwise transferred unless subsequently registered pursuant to, or exempt
from registration under, the Securities Act and any other applicable federal or
state securities laws or regulations. Shares of Common Stock cannot be sold
under the exemptions from registration provided by Rule 144 under or Section
4(1) of the Securities Act (“Rule 144”), in accordance with the letter from
Richard K. Wulff, Chief of the Office of Small Business Policy of the Securities
and Exchange Commission’s Division of Corporation Finance, to Ken Worm of NASD
Regulation, dated January 21, 2000 (the “Wulff Letter”). The Wulff Letter
provides that certain private transfers of the shares of common stock also may
be prohibited without registration under federal securities laws. The SEC has
announced that it is changing certain aspects of the Wulff Letter, and such
changes shall apply retroactively to our stockholders. Effective February 15,
2008, all holders of shares of common stock of a “shell company” will be
permitted to sell their shares of common stock under Rule 144, subject to
certain restrictions, starting one year after (i) the completion of a business
combination with a private company in a reverse merger or reverse takeover
transaction after which the company would cease to be a “shell company” (as
defined in Rule 12b-2 under the Exchange Act) and (ii) the disclosure of certain
information on a Current Report on Form 8-K within four business days
thereafter.
 
 Compliance
with the criteria for securing exemptions under federal securities laws and the
securities laws of the various states is extremely complex, especially in
respect of those exemptions affording flexibility and the elimination of trading
restrictions in respect of securities received in exempt transactions and
subsequently disposed of without registration under the Securities Act or state
securities laws.
  7
 
 There
are issues impacting liquidity of our securities with respect to the SEC’s
review of a future resale registration statement.
 
 Since
shares of our Common Stock issued prior to a business combination or reverse
merger cannot currently, nor will they for a considerable period of time after
we complete a business combination, be available to be offered, sold, pledged or
otherwise transferred without being registered pursuant to the Securities Act,
we will likely file a resale registration statement on Form SB-2 or Form S-1, or
some other available form, to register for resale such shares of Common Stock.
We cannot control this future registration process in all respects as some
matters are outside our control. Even if we are successful in causing the
effectiveness of the resale registration statement, there can be no assurances
that the occurrence of subsequent events may not preclude our ability to
maintain the effectiveness of the registration statement. Any of the foregoing
items could have adverse effects on the liquidity of our shares of Common
Stock.
 In
addition, the SEC has recently disclosed that it has developed internal informal
guidelines concerning the use of a resale registration statement to register the
securities issued to certain investors in private investment in public equity
(PIPE) transactions, where the issuer has a market capitalization of less than
$75 million and, in general, does not qualify to file a Registration Statement
on Form S-3 to register its securities. The SEC has taken the position that
these smaller issuers may not be able to rely on Rule 415 under the Securities
Act (“Rule 415”), which generally permits the offer and sale of securities on a
continued or delayed basis over a period of time, but instead would require that
the issuer offer and sell such securities in a direct or "primary" public
offering, at a fixed price, if the facts and circumstances are such that the SEC
believes the investors seeking to have their shares registered are underwriters
and/or affiliates of the issuer. It appears that the SEC in most cases will
permit a registration for resale of up to one third of the total number of
shares of common stock then currently owned by persons who are not affiliates of
such issuer and, in some cases, a larger percentage depending on the facts and
circumstances. Staff members also have indicated that an issuer in most cases
will have to wait until the later of six months after effectiveness of the first
registration or such time as substantially all securities registered in the
first registration are sold before filing a subsequent registration on behalf of
the same investors. Since, following a reverse merger or business combination,
we may have little or no tradable shares of Common Stock, it is unclear as to
how many, if any, shares of Common Stock the SEC will permit us to register for
resale, but SEC staff members have indicated a willingness to consider a higher
percentage in connection with registrations following reverse mergers with shell
companies such as the Company. The SEC may require as a condition to the
declaration of effectiveness of a resale registration statement that we reduce
or “cut back” the number of shares of common stock to be registered in such
registration statement. The result of the foregoing is that a stockholder’s
liquidity in Common Stock may be adversely affected in the event the SEC
requires a cut back of the securities as a condition to allow the Company to
rely on Rule 415 with respect to a resale registration statement, or, if the SEC
requires us to file a primary registration statement.
 
 We
have never paid dividends on our Common Stock.
 
 We have
never paid dividends on our Common Stock and do not presently intend to pay any
dividends in the foreseeable future. We anticipate that any funds available for
payment of dividends will be re-invested into the Company to further its
business strategy.
 
 The
Company intends to issue more shares in a merger or acquisition, which will
result in substantial dilution.
 
 Our
Certificate of Incorporation authorizes the issuance of a maximum of
100,000,000 shares of Common Stock and a maximum of 10,000,000 shares of
preferred stock, par value $.0001 per share (the “Preferred Stock”). Any merger
or acquisition effected by us may result in the issuance of additional
securities without stockholder approval and the substantial dilution in the
percentage of Common Stock held by our then existing stockholders. Moreover, the
Common Stock issued in any such merger or acquisition transaction may be valued
on an arbitrary or non-arm’s-length basis by our management, resulting in an
additional reduction in the percentage of Common Stock held by our current
stockholder. Our Board of Directors has the power to issue any or all of such
authorized but unissued shares without stockholder approval. To the extent that
additional shares of Common Stock or Preferred Stock are
issued in connection with a business combination or otherwise, dilution to the
interests of our stockholder will occur and the rights of the holder of Common
Stock might be materially and adversely affected.
 
 8
  Our principal stockholder may engage
in a transaction to cause the Company to repurchase his shares of Common
Stock.
 
 In order
to provide an interest in the Company to a third party, our principal
stockholder may choose to cause the Company to sell Company securities to third
parties, with the proceeds of such sale being utilized by the Company to
repurchase his shares of Common Stock. As a result of such transaction, our
management, stockholder(s) and Board of Directors may change.
 
 Our
Board of Directors has the power to issue shares of Preferred Stock with certain
rights without stockholder approval.
 
 Our
Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
of Preferred Stock with designations, rights and preferences determined from
time to time by its Board of Directors. Accordingly, our Board of Directors is
empowered, without stockholder approval, to issue shares of Preferred Stock with
dividend, liquidation, conversion, voting, or other rights which could adversely
affect the voting power or other rights of the holders of the Common Stock. In
the event of issuance, the Preferred Stock could be utilized, under certain
circumstances, as a method of discouraging, delaying or preventing a change in
control of the Company. Although we have no present intention to issue any
shares of our authorized Preferred Stock, there can be no assurance that we will
not do so in the future.
 
 Control
by Reid H. Drescher.
 
 Our
majority stockholder is Reid H. Drescher, who is also our sole officer and
director. Reid H. Drescher currently owns 80% of the issued and outstanding
capital stock of the Company. Consequently, this stockholder controls the
operations of the Company and will have the ability to control all matters
submitted to stockholders for approval, including:
 
 ·
              Election
      of the board of directors;
 
 ·
              Removal
      of any directors;
 
 ·
              Amendment
      of the Company’s certificate of incorporation or bylaws;
    and
 
 ·
              Adoption
      of measures that could delay or prevent a change in control or impede a
      merger, takeover or other business
combination.
 
 This
stockholder will thus have substantial influence and control over our management
and affairs. Accordingly, this ownership may have the effect of impeding a
merger, consolidation, takeover or other business consolidation, or discouraging
a potential acquirer from making a tender offer for our common
stock.
 
 Item
2. Properties.
 
 The
Company neither rents nor owns any properties. The Company utilizes the office
space and equipment of its sole officer and director at no cost. Management
estimates such amounts to be immaterial. The Company currently has no policy
with respect to investments or interests in real estate, real estate mortgages
or securities of, or interests in, persons primarily engaged in real estate
activities.
  9
 
 Item
3. Legal Proceedings.
 
 Presently,
there are not any material pending legal proceedings to which the Company is a
party or as to which any of its property is subject, and no such proceedings are
known to the Company to be threatened or contemplated against it.
 
 Item
4. Submission of Matters to a Vote of Security Holders.
 
 None.
 
 PART
II
 
 Item
5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.
 
 Common
Stock
 
 Our
Certificate of Incorporation authorizes the issuance of up to 100,000,000 shares
of Common Stock. Our Common Stock is not listed on a publicly-traded market. As
of January 25, 2008, there were eight holders of record of our Common
Stock.
  Preferred
Stock
 
 Our
Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
of Preferred Stock. The Company has issued 2,000,000 shares, as of October 31,
2008. Our preferred stock is not listed on a publicly-traded
market.
 
 Dividend
Policy
 
 The
Company has not declared or paid any cash dividends on Common Stock and does not
intend to declare or pay any cash dividend in the foreseeable future. The
payment of dividends, if any, is within the discretion of the Board of Directors
and will depend on the Company’s earnings, if any, its capital requirements and
financial condition and such other factors as the Board of Directors may
consider.
 
 Securities
Authorized for Issuance Under Equity Compensation Plans
 
 None.
 
 Recent
Sales of Unregistered Securities
 
 On
September 18, 2008 the company issued 2,000,000 shares of unregistered preferred
stock for an aggregate purchase price equal to $50,000.00.
 
 On August
29, 2006, the Company issued 5,000,000 shares of Common Stock to eight
individuals for an aggregate purchase price equal to $500. The Company sold
these shares of Common Stock under the exemption from registration provided by
Section 4(2) of the Securities Act.
 
 No
securities have been issued for services. Neither the Company nor any person
acting on its behalf offered or sold the securities by means of any form of
general solicitation or general advertising. No services were performed by any
purchaser as consideration for the shares issued.
  10
 
 Item
7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
 
 Plan
of Operation
 
 The
Company has not realized any revenues from operations since inception, and its
plan of operation for the next twelve months is to locate a suitable acquisition
or merger candidate and consummate a business combination. The Company may need
additional cash advances from its stockholder or loans from other parties to pay
for operating expenses until the Company consummates a merger or business
combination with a privately-held operating company. Although it is currently
anticipated that the Company can satisfy its cash requirements with additional
cash advances or loans from other parties, if needed, for at least the next
twelve months, the Company can provide no assurance that it can continue to
satisfy its cash requirements for such period.
 
 Since our
formation on August 29, 2006, our purpose has been to effect a business
combination with an operating business which we believe has significant growth
potential. We are currently considered to be a “blank check” company in as much
as we have no specific business plans, no operations, revenues or employees. We
currently have no definitive agreements or understanding with any prospective
business combination candidates and have not targeted any business for
investigation and evaluation nor are there any assurances that we will find a
suitable business with which to combine. The implementation of our business
objectives is wholly contingent upon a business combination and/or the
successful sale of securities in the company.
  As a
result of our limited resources, we expect to effect only a single business
combination. Accordingly, the prospects for our success will be entirely
dependent upon the future performance of a single business. Unlike certain
entities that have the resources to consummate several business combinations or
entities operating in multiple industries or multiple segments of a single
industry, we will not have the resources to diversify our operations or benefit
from the possible spreading of risks or offsetting of losses. A target business
may be dependent upon the development or market acceptance of a single or
limited number of products, processes or services, in which case there will be
an even higher risk that the target business will not prove to be commercially
viable.
  Our sole
officer is only required to devote a very limited portion of his time to our
affairs on a part-time or as-needed basis. We expect to use outside consultants,
advisors, attorneys and accountants as necessary, none of which will be hired on
a retainer basis. We do not anticipate hiring any full-time employees so long as
we are seeking and evaluating business opportunities.
 
 We expect
our present management to play no managerial role in the Company following a
merger or business combination. Although we intend to scrutinize closely the
management of a prospective target business in connection with our evaluation of
a business combination with a target business, our assessment of management may
be incorrect. We cannot assure you that we will find a suitable business with
which to combine.
 
 Results
of Operations
 
 The
Company has not conducted any active operations since inception, except for its
efforts to locate a suitable acquisition or merger transaction. No revenue has
been generated by the Company during such period, and it is unlikely the Company
will have any revenues unless it is able to effect an acquisition of or merger
with another operating company, of which there can be no assurance.
 
 Liquidity
 
 The Company has limited working
capital, has incurred losses since inception, and has not yet received revenues
from sales of products or services.  These factors create substantial
doubt about the Company’s ability to continue as a going concern.  The
financial statements do not include any adjustment that might be necessary if
the Company is unable to continue as a going concern
  11
  The
ability of the Company to continue as a going concern is dependent on the
Company generating cash from the sale of its common stock and/or obtaining debt
financing and attaining future profitable operations.  There can be no
assurance the Company will be successful in these efforts.
  Off-Balance
Sheet Arrangements
 
 The
Company does not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on the Company’s financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to investors.
  12





REIDCO
ACQUISITION I INC.




-
INDEX -





Page(s)Report
      of Independent Registered Public Accounting Firm
                                      F -
      1Balance
      Sheets as of October 31, 2008 and 2007
                                      F –
      2Statements
      of Operations for the years ended October 31, 2008 and 2007, and for the
      Cumulative Period from Inception (August 29, 2006) through October
      31, 2008
                                      F –
      3Statements
      of Stockholders’ Deficit for the Cumulative Period from Inception (August
      29, 2006) through October 31, 2008
                                      F –
      4Statements
      of Cash Flows for the years ended October 31, 2008 and 2007, and for the
      Cumulative Period from Inception (August 29, 2006) through October
      31, 2008
                                      F –
      5Notes
      to Financial Statements
                                      F-6
      -
F-9





13





Maddox Ungar Silberstein, PLLC CPAs and
Business Advisors





Phone
(248) 203-0080


Fax (248)
281-0940


30600
Telegraph Road, Suite 2175


Bingham
Farms, MI 48025-4586


www.maddoxungar.com





Board of
Directors


Reidco
Acquisition I, Inc.


New York,
New York





REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




We have
audited the accompanying balance sheets of Reidco Acquisition I Inc., Inc. (a
development stage company) as of October 31, 2008 and 2007 and the related
statements of operations, stockholders’ deficit and cash flows for the years
then ended and for the period from August 31, 2006 (date of inception) to
October 31, 2008.  These financial statements are the responsibility
of the Company’s management.  Our responsibility is to express an
opinion on these financial statements based on our audits.




We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.The Company has determined
that it is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audits included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such
opinion.  An audit includes examining on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.




In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Reidco Acquisition I Inc. (a
development stage company) as of October 31, 2008 and 2007, and the results of
their operations and cash flows for the year then ended, and for the period from
August 31, 2006 (date of inception) to October 31, 2008, in conformity with
accounting principles generally accepted in the United States of
America.




The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 6 to the
financial statements, the Company has limited working capital, has incurred
losses since inception, and has not yet received revenue from sales of products
or services.  These factors raise substantial doubt about the
Company’s ability to continue as a going concern.  Management’s plans
with regard to these matters are described in Note 6. The accompanying financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.




/s/
      Maddox Ungar Silberstein, PLLCMaddox
      Ungar Silberstein, PLLCBingham Farms, MichiganJanuary
      15, 2009




F-1




REIDCO ACQUISITION I
INC.


A
Development Stage Company


BALANCE SHEETS




October 31,
                                2008
                              
                              
                              October31,
                                2007ASSETSCURRENT
      ASSETSCash
                              
                              $
                              10,554
                              
                              
                              $
                              1,180TOTAL
      ASSETS
                              
                              $
                              10,554
                              
                              
                              $
                              1,180LIABILITIES
      AND STOCKHOLDERS’ DEFICITCURRENT
      LIABILITIESAccounts
      payable and accrued expenses
                              
                              $
                              3,100
                              
                              
                              $
                              17,523LONG
      TERM LIABILITIESLoan
      payable to affiliate
                              
                              
                              -
                              
                              
                              
                              20,000TOTAL
      LIABILITIES
                              
                              
                              3,100
                              
                              
                              
                              37,523STOCKHOLDERS’
      DEFICITPreferred
      stock, $.0001 par value; 10,000,000 shares authorized; 2,000,000 and -0-
      shares issued and outstanding
                              
                              
                              200
                              
                              
                              
                              -Common
      stock, $.0001 par value; 100,000,000 shares authorized; 5,000,000 shares
      issued and outstanding
                              
                              
                              500
                              
                              
                              
                              500Additional
      paid-in capital
                              
                              
                              64,800
                              
                              
                              
                              15,000Deficit
      accumulated during the development stage
                              
                              
                              (58,046
                              )
                              
                              
                              (51,843
                              )TOTAL
      STOCKHOLDERS’ DEFICIT
                              
                              
                              7,454
                              
                              
                              
                              (36,343
                              )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                              
                              $
                              10,554
                              
                              
                              $
                              1,180





See notes
to financial statements.





F-2





REIDCO ACQUISITION I
INC.


A
Development Stage Company


STATEMENTS OF
OPERATIONS




For the Year
                          ended October
                          31, 2008
                        
                        
                        For the Year
                          ended October
                          31, 2007
                        
                        
                        For the
                          Cumulative
                          Period from
                          Inception
                          (August 29,
                          2006) to
                          October 31,
                          2008REVENUE
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -General
      and administrative expenses
                        
                        
                        5,496
                        
                        
                        
                        17,532
                        
                        
                        
                        56,401LOSS
      FROM OPERATIONS
                        
                        
                        (5,496
                        )
                        
                        
                        (17,532
                        )
                        
                        
                        (56,401
                        )OTHER
      EXPENSES:Interest
      expense
                        
                        
                        707
                        
                        
                        
                        800
                        
                        
                        
                        (1,645
                        )NET
      LOSS
                        
                        $
                        (6,203
                        )
                        
                        $
                        (18,332
                        )
                        
                        $
                        (58,046
                        )BASIC
      AND DILUTED NET LOSS PER SHARE
                        
                        $
                        (.00
                        )
                        
                        $
                        (.00
                        )
                        
                        $
                        (.01
                        )WEIGHTED
      AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
                        
                        
                        5,000,000
                        
                        
                        
                        5,000,000
                        
                        
                        
                        5,000,000





See notes
to financial statements.





F-3





REIDCO ACQUISITION I
INC.


A
Development Stage Company


STATEMENTS OF STOCKHOLDERS’
DEFICIENCY


(unaudited)





(Deficit)AccumulatedAdditional
                  
                  
                  During thePreferred Stock
                  
                  
                  Common Stock
                  
                  
                  Paid-in
                  
                  
                  Development
                  
                  
                  Stockholders’Shares
                  
                  
                  Amount
                  
                  
                  Shares
                  
                  
                  Amount
                  
                  
                  Capital
                  
                  
                  Stage
                  
                  
                  DeficiencyBALANCE
      AT INCEPTION
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Issuance
      of common stock at $0.0001
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  5,000,000
                  
                  
                  
                  500
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  500Net
      loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (33,511
                  )
                  
                  
                  (33,511
                  )BALANCE
      AT OCTOBER 31, 2006
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  5,000,000
                  
                  
                  
                  500
                  
                  
                  
                  -
                  
                  
                  
                  (33,511
                  )
                  
                  
                  (33,011
                  )Capital
      contributions
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  15,000
                  
                  
                  
                  -
                  
                  
                  
                  15,000Net
      loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (18,332
                  )
                  
                  
                  (18,332
                  )BALANCE
      AT OCTOBER 31, 2007
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  5,000,000
                  
                  
                  
                  500
                  
                  
                  
                  15,000
                  
                  
                  
                  (51,843
                  )
                  
                  
                  (36,343
                  )Issuance
      of series A preferred stock at $0.0001
                  
                  
                  2,000,000
                  
                  
                  
                  200
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  49,800
                  
                  
                  
                  -
                  
                  
                  
                  50,000Net
      loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (6,203
                  )
                  
                  
                  (6,203
                  )BALANCE
      AT OCTOBER 31, 2008
                  
                  
                  2,000,000
                  
                  
                  $
                  200
                  
                  
                  
                  5,000,000
                  
                  
                  $
                  500
                  
                  
                  $
                  64,800
                  
                  
                  $
                  (58,046
                  )
                  
                  $
                  (7,454
                  )





See notes
to financial statements.





F-4





REIDCO ACQUISITION I
INC.


A
Development Stage Company


STATEMENTS OF CASH
FLOWS




For the Year
                    ended October
                    31, 2008
                  
                  
                  For the Year
                    ended October
                    31, 2007
                  
                  
                  For the
                    Cumulative
                    Period from
                    Inception
                    (August 29,
                    2006) to
                    October 31,
                    2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                  
                  $
                  (6,203
                  )
                  
                  $
                  (18,332
                  )
                  
                  $
                  (58,046
                  )Adjustments
      to reconcile net loss to net cash used in
                    operating
      activities:Changes
      in operating liabilities:(Decrease)
      increase in accounts payable and accrued expenses
                  
                  
                  (14,423
                  )
                  
                  
                  (1,865
                  )
                  
                  
                  3,100Net
      cash utilized by operating activities
                  
                  
                  (20,626
                  )
                  
                  
                  (20,197
                  )
                  
                  
                  (54,946
                  )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from issuance of common stock
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  500Proceeds
      from issuance of series A preferred stock
                  
                  
                  50,000
                  
                  
                  
                  -
                  
                  
                  
                  50,000Proceeds
      from capital contribution
                  
                  
                  -
                  
                  
                  
                  15,000
                  
                  
                  
                  15,000Proceeds
      from notes payable
                  
                  
                  -
                  
                  
                  
                  5,877
                  
                  
                  
                  20,000Payment
      of note payable
                  
                  
                  (20,000
                  )
                  
                  
                  5,877
                  
                  
                  
                  (20,000
                  )Net
      cash provided by financing activities
                  
                  
                  30,000
                  
                  
                  
                  20,877
                  
                  
                  
                  65,500NET
      INCREASE IN CASH AND CASH EQUIVALENTS
                  
                  
                  9,374
                  
                  
                  
                  680
                  
                  
                  
                  10,554Cash
      and cash equivalents at beginning of period
                  
                  
                  1,180
                  
                  
                  
                  500
                  
                  
                  
                  -CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
                  
                  $
                  10,554
                  
                  
                  $
                  1,180
                  
                  
                  $
                  10,554Supplemental
      Disclosures of Cash Flow InformationCash
      paid for interest
                  
                  $
                  1,645
                  
                  
                  $
                  -
                  
                  
                  $
                  1,645Cash
      paid for income taxes
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -




See notes
to financial statements.





F-5




REIDCO ACQUISITION I INC.


A
Development Stage Company


NOTES
TO FINANCIAL STATEMENTS





NOTE 1
      -
            ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING
  POLICIES:





(a)
Organization
and Business:





Reidco Acquisition I Inc. (the“Company”) was incorporated in the state of
Delaware onAugust 29, 2006for the purpose of raising capital
that is intended to be used in connection with its business plans which may
include a possible merger, acquisition or other business combination with an
operating business.





The Company is currently in the
development stage. All activities ofthe Companyto date relate to its organization,
initial funding and share issuances.





(b)
Basis
of Presentation:





The accompanying financial statements
have been prepared assumingthe Companywill continue as a going concern. At
the balance sheet date,the Companyhas a stockholders’ deficiency and a
deficit accumulated during the development stage. These factors raise
substantial doubt about its ability to continue as a going concern. The ability
ofthe Companyto continue as a going concern is
dependent onthe
Company’s ability to raise
additional funds to finance its operations. The financial statements do not
include any adjustments that might be necessary ifthe Companyis unable to continue as a going
concern.





Management plans to issue more shares
of common stock in order to raise money and to continue to borrow fromthe Company’s existing stockholders until a
business combination is effected.





(c)
Use
of Estimates:





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the balance sheet and
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.





(d)
Cash
and Cash Equivalents:





For purposes of the statement of cash
flows,the
Companyconsiders highly
liquid financial instruments purchased with a maturity of three months or less
to be cash equivalents.





(e)
Income
Taxes:





The
Company utilizes the liability method of accounting for income taxes. Under the
liability method, deferred tax assets and liabilities are determined based on
the differences between financial reporting basis and the tax basis of the
assets and liabilities and are measured using enacted tax rates and laws that
will be in effect, when the differences are expected to reverse. An allowance
against deferred tax assets is recognized, when it is more likely than not, that
such tax benefits will not be realized.





The Company has approximately $8,700 in
gross deferred tax assets at October 31, 2008, resulting from mainly from start
up costs. A valuation allowance has been recorded to fully offset these deferred
tax assets as the future realization of the related income tax benefits is
uncertain.





F-6





REIDCO ACQUISITION I
INC.


A
Development Stage Company


NOTES TO FINANCIAL
STATEMENTS





NOTE 1
      -
            ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
              (Continued):





(f)
Comprehensive
Income




Comprehensive income for the periodNovember 1,
2006toOctober 31, 2008, and for the cumulative period from
Inception (August 29,
2006) throughOctober 31, 2008, as required to be reported by
Financial Accounting Standards Board ("FASB") Statement of Financial Accounting
Standards No, 130, was the same as the actual net income (loss) reported for
that period.





(g)
Loss
per Common Share:





Basic loss per share is calculated
using the weighted-average number of common shares outstanding during each
reporting period. Diluted loss per share includes potentially dilutive
securities such as outstanding options and warrants, using various methods such
as the treasury stock or modified treasury stock method in the determination of
dilutive shares outstanding during each reporting period.The Companydoes not have any potentially dilutive
instruments.





(h)
Fair
Value of Financial Instruments:





The carrying value of cash equivalents
and accrued expenses approximates fair value due to the short period of time to
maturity. The stockholder loans approximate fair value based on market rates
available tothe
Companyfor financing with
similar terms.





NOTE 2
      -
            LOAN PAYABLE
      TO AFFILIATE:





OnAugust29, 2006the Companyentered into a loan agreement with an
affiliated entity in the amount of $20,000. The loan accrued interest at a rate
of 4% per annum until a merger is completed. The loan and accrued interest was
repaid in full on September 18, 2008.




NOTE 3
      -
            CAPITAL
      STOCK:





The total number of shares of capital
stock whichthe
Companyshall have
authority to issue is one hundred ten million (110,000,000). These shares shall
be divided into two classes with 100,000,000 shares designated as common stock
at $.0001 par value (the“Common
Stock”) and 10,000,000
shares designated as preferred stock at $.0001 par value (the“Preferred
Stock”). The Preferred
stock of the Company shall be issued by the Board of





F-7




REIDCO ACQUISITION I
INC.


A
Development Stage Company


NOTES TO FINANCIAL
STATEMENTS





NOTE 3
      -
            CAPITAL STOCK
      (Continued):





Directors ofthe Companyin one or more classes or one or more
series within any class and such classes or series shall have such voting
powers, full or limited, or no voting powers, and such designations,
preferences, limitations or restrictions as the Board of Directors ofthe Companymay determine, from time to
time.





Holders
of shares of Common stock shall be entitled to cast one vote for each share held
at all stockholders' meetings for all purposes, including the election of
directors. The Common Stock does not have cumulative voting rights.





OnAugust29, 2006,the Companyissued 4,000,000 shares of common
stock at a purchase price of $.0001 per share for an aggregate purchase price of
$400, which was paid for onSeptember 15, 2006.





OnAugust29, 2006,the Companyissued an additional 400,000 shares of
common stock at a purchase price of $.0001 per share for an aggregate purchase
price of $40, which was paid for onOctober 2, 2006.





OnAugust29, 2006,the Companyalso entered into six separate stock
purchase agreements with six stockholders to sell each 100,000 shares ofthe Company’s common stock, par value $.0001 per
share for a purchase price of $.0001 per share for an aggregate of $10 each,
which was paid for onSeptember 15, 2006,September29,2006andOctober 3, 2006.





On
January 23, 2007 and March 13, 2007, the Company received proceeds of $5,000 and
$10,000, respectively, as capital contributions.





On
September 18, 2008, the Company received proceeds of $50,000 for 2,000,000
shares of Series A preferred stock.





NOTE 4
      -
            INCOME
      TAXES:





The provision for (benefit from) income
taxes consists of the following for the period fromAugust 29, 2006(inception) to October 31,
2008.




October31,
                      2008
                    
                    
                    October31,
                      2007Current:Federal
                    
                    $
                    -
                    
                    
                    $
                    -Deferred
      tax asset:Federal
                    
                    
                    8,700
                    
                    
                    
                    7,770Valuation
      allowance
                    
                    
                    (8,700
                    )
                    
                    
                    (7,770
                    )$
                    -
                    
                    
                    $
                    -




F-8




REIDCO ACQUISITION I
INC.


A
Development Stage Company


NOTES TO FINANCIAL
STATEMENTS





NOTE
      4 -
            INCOME
      TAXES (Continued):





The Company has approximately $8,700 in
gross deferred tax assets atOctober 31, 2008, resulting from net operating loss
carryforwards. A valuation allowance has been recorded to fully offset these
deferred tax assets because the future realization of the related income tax
benefits is uncertain. AtOctober 31, 2008,the Companyhas federal net operating loss
carryforwards of approximately $58,000 available to offset future taxable income
through 2028.





The
difference between the tax provision at the statutory federal income tax rate
and the tax provision attributable to loss before income taxes is as
follows:




October31,
                                2008
                              
                              
                              October31,
                                2007Statutory
      federal income tax rate
                              
                              
                              (15
                              )%
                              
                              
                              (15
                              )%Valuation
      allowance
                              
                              
                              15
                              %
                              
                              
                              15
                              %Income
      tax rate
                              
                              
                              0
                              %
                              
                              
                              0
                              %




NOTE 5
      -
            RECENT ACCOUNTING PRONOUNCEMENTS:





The
Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company’s results of
operations, financial position or cash flow.





NOTE
6 – LIQUIDITY AND GOING CONCERN:





The
Company has limited working capital, has incurred losses since inception, and
has not yet received revenues from sales of products or
services.  These factors create substantial doubt about the Company’s
ability to continue as a going concern.  The financial statements do
not include any adjustment that might be necessary if the Company is unable to
continue as a going concern.




The
ability of the Company to continue as a going concern is dependent on the
Company generating cash from the sale of its common stock and/or obtaining debt
financing and attaining future profitable operations.  There can be no
assurance the Company will be successful in these efforts.




NOTE
7 – SUBSEQUENT EVENT:





The
Company began a private placement offering of its common stock to accredited
investors subsequent to October 31, 2008.  Up to 3,000,000 common
shares are being offered to investors at a price equal to the par value of
$.0001 per share.  The Company anticipates it will receive
subscriptions and payments for all 3,000,000 shares from approximately 32 new
investors and that the offering will close by the end of January,
2009.





F-9







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





None.





Item
8A. Controls and Procedures.





Evaluation of Disclosure
Controls and Procedures.





We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed pursuant to the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules, regulations and related forms, and that
such information is accumulated and communicated to our principal executive
officer and principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure.





As of
October 31, 2008, we carried out an evaluation, under the supervision and with
the participation of our principal executive officer and our principal financial
officer of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on this evaluation, our principal executive
officer and our principal financial officer concluded that our disclosure
controls and procedures were effective as of the end of the period covered by
this report.





Changes in Internal
Controls.





There
have been no changes in our internal controls over financial reporting during
the period covered by this report that has materially affected or is reasonably
likely to materially affect our internal controls. This annual report does not
include a report of management's assessment regarding internal control over
financial reporting or an attestation report of the company's registered public
accounting firm due to a transition period established by rules of the SEC for
newly public companies.





Item
8B. Other Information.


None.





PART
III





Item
9. Directors and Executive Officers of the Company.





(a)
Identification of Directors and Executive Officers. The following table sets
forth certain information regarding the Company’s directors and executive
officers for the fiscal year ended October 31, 2008:





Name
              
              Age
              
              Position
              
              TermReid
      H. Drescher
              
              40
              
              President,
      Secretary and Director
              
              August
      29, 2006 thru Present





The
Company’s officers and directors are elected annually for a one year term or
until their respective successors are duly elected and qualified or until their
earlier resignation or removal.





Reid H. Drescher.Reid H.
Drescher, the Company’s President, Secretary and sole director, is currently the
President and Chief Executive Officer of Spencer Clarke LLC, a securities and
investment banking firm. Mr. Drescher has served as President and C.E.O. of
Spencer Clarke LLC from 1997 to the present. Mr. Drescher received his
Bachelor’s degree in Business Administration from the University of Miami in
May, 1990.





14





(b)
Significant Employees.





As of the
date hereof, the Company has no significant employees.





(c)
Family Relationships.





Reid H.
Drescher, our President, Secretary, sole director and controlling stockholder,
is the son of David Drescher, a stockholder of the Company.





(d)
Involvement in Certain Legal Proceedings.




There
have been no events under any bankruptcy act, no criminal proceedings and no
judgments, injunctions, orders or decrees material to the evaluation of the
ability and integrity of any director, executive officer, promoter or control
person of Company during the past five years.




Compliance with Section 16(a) of the
Exchange Act




Section 16(a)
of the Exchange Act requires the Company’s directors and officers, and persons
who beneficially own more than 10% of a registered class of the Company’s equity
securities, to file reports of beneficial ownership and changes in beneficial
ownership of the Company’s securities with the SEC on Forms 3, 4 and 5.
Officers, directors and greater than 10% stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms
they file.




Based
solely on the Company’s review of the copies of the forms received by it during
the fiscal year ended October 31, 2008 and written representations that no other
reports were required, the Company believes that the no persons who, at any time
during such fiscal year, was a director, officer or beneficial owner of more
than 10% of Common Stock failed to comply with all Section 16(a) filing
requirements during such fiscal year.





Code
of Ethics





We have
not adopted a Code of Business Conduct and Ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions because there is only one
person involved in the management of the Company and he devotes only a limited
amount of time to our business.





Nominating
Committee





We have
not adopted any procedures by which security holders may recommend nominees to
our Board of Directors.





Audit
Committee





The Board
of Directors acts as the audit committee. The Company does not have a qualified
financial expert at this time because it has not been able to hire a qualified
candidate. Further, the Company believes that it has inadequate financial
resources at this time to hire such an expert. The Company intends to continue
to search for a qualified individual for hire.





15





Item
10. Executive Compensation.





The
following table sets forth the cash compensation paid by the Company to its
President (the sole executive officer of the Company) for services rendered
during the fiscal year ended October 31, 2008.





Name and Position
                
                Year
                
                Total CompensationReid
      H. Drescher, President, Secretary and Director
                
                2008
                
                None




Director
Compensation





We do not
currently pay any cash fees to our sole director, nor do we pay his expenses in
attending board meetings.





Employment
Agreements





The
Company is not a party to any employment agreements.





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





The
following tables set forth certain information as of January 25, 2008, regarding
(i) each person known by the Company to be the beneficial owner of more than 5%
of the outstanding shares of Common Stock, (ii) each director, nominee and
executive officer of the Company and (iii) all officers and directors as a
group.





Name and Address
                  
                  Amount and Nature of Beneficial Ownership
                  
                  
                  Percentage of ClassReid
      H. Drescher (1)
                    c/o
      Spencer Clarke LLC
                    505
      Park Avenue, 4th
      Floor
                    New
      York, NY 10022
                  
                  
                  4,000,000
                  
                  
                  
                  80
                  %Charles
      Sayegh
                    c/o
      Spencer Clarke LLC
                    505
      Park Avenue, 4th
      Floor
                    New
      York, NY 10022
                  
                  
                  400,000
                  
                  
                  
                  8
                  %All
      Directors and Officers as a Group
                    (1
      individual)
                  
                  
                  4,000,000
                  
                  
                  
                  80
                  %





(1)
            Mr.
      Drescher is President, Secretary and sole director of the
      Company.





Item
12. Certain Relationships and Related Transactions.





Reid H.
Drescher, our President, Secretary, sole director and controlling stockholder,
also serves as President & Chief Executive Officer of Spencer Clarke LLC, a
registered broker-dealer, who may act as investment banker, placement agent or
financial consultant to the Company in connection with a potential business
combination. Further, all eight stockholders of the Company are currently
employed by Spencer Clarke LLC.





16





On August
29, 2006, the Company issued a promissory note, bearing four percent (4%)
interest annually, in the principal amount of $20,000 to Spencer Clarke LLC, an
affiliate of our sole officer and director (the “Note”). Interest accrues on the
outstanding principal balance of the Note on the basis of a 360-day year daily
from the date of issuance. The Note and all accrued interest mature upon
completion of a merger, and if no merger is consummated, then the Note will
reach maturity on December 31, 2011. For the cumulative period from Inception
(August 29, 2006) through October 31, 2007, the Company incurred $(938) of
interest expense on the Note.





The
Company utilizes the office space and equipment of its sole officer and director
at no cost. Management estimates such costs to be immaterial.




Except as
otherwise indicated herein, there have been no related party transactions, or
any other transactions or relationships required to be disclosed pursuant to
Item 404 of Regulation S-B.





Item
13. Exhibits.





Index to
Exhibits




Exhibit
                    
                    Description*3.1
                    
                    Certificate
      of Incorporation, as filed with the Delaware Secretary of State on August
      29, 2006.*3.2
                    
                    By-laws.**16.1
                    
                    Letter
      from Holtz Rubenstein Reminick LLP regarding change in certifying
      accountant, dated June 13, 2007.***16.2
                    
                    Letter
      from Ronald N. Silberstein, CPA, PLLC regarding change in certifying
      accountant, dated July 9, 2007.**99.1
                    
                    Letter
      from Reidco Acquisition I Inc. to SEC Comment Response
    Letter.31.1
                    
                    Certification
      of the Company’s Principal Executive Officer and Principal Financial
      Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with
      respect to the registrant’s Annual Report on Form 10-KSB for the year
      ended October 31, 2007.32.1
                    
                    Certification
      of the Company’s Principal Executive Officer and Principal Financial
      Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
      906 of the Sarbanes-Oxley Act of
2002.





*
              Filed
      as an exhibit to the Company’s Registration Statement on Form 10-SB, as
      filed with the Securities and Exchange Commission on December 22, 2006,
      and incorporated herein by this
reference.





**
              Filed
      as an exhibit to the Company’s Current Report on Form 8-K/A, as filed with
      the Securities and Exchange Commission on July 19, 2007, and incorporated
      herein by this reference.





***
              Filed
      as an exhibit to the Company’s Current Report on Form 8-K, as filed with
      the Securities and Exchange Commission on July 10, 2007, and incorporated
      herein by this reference.





17





Item
14. Principal Accountant Fees and Services





Holtz
Rubenstein Reminick LLP (“Holtz Rubenstein”) was the Company’s independent
registered public accounting firm from inception (August 29, 2006) through June
11, 2007. On June 11, 2007, the Company dismissed Holtz Rubenstein as its
independent registered public accounting firm and the Company engaged Ronald N.
Silberstein, CPA, PLLC (“RNS”) as its new certified public independent
accountant. On July 9, 2007, the Company was informed by RNS that RNS
consummated a merger (the “Merger”) with Maddox Ungar, PLLC (“MU”). The name of
the post-merger firm is Maddox Ungar Silberstein, PLLC (“Maddox Ungar
Silberstein”), which is registered with the Public Company Accounting Oversight
Board of the United States. As a result of the Merger, on July 9, 2007, RNS
resigned as the Company’s independent registered public accounting firm. On July
9, 2007, the Company engaged Maddox Ungar Silberstein as its new independent
registered public accounting firm.




Audit
Fees





The
aggregate fees billed by Holtz Rubenstein for professional services rendered for
the audit of our annual financial statements and review of financial statements
included in our quarterly reports on Form 10-QSB or services that are normally
provided in connection with statutory and regulatory filings were $4,750 for the
fiscal year ended October 31, 2008, $3,000.00 for the fiscal year ended October
31, 2007 and $6,250 for the period from Inception (August 29, 2006) to October
31, 2006.





The
aggregate fees billed by RNS for professional services rendered for the audit of
our annual financial statements and review of financial statements included in
our quarterly reports on Form 10-QSB or services that are normally provided in
connection with statutory and regulatory filings were $500 for the fiscal year
ended October 31, 2008.





The
aggregate fees billed by Maddox Ungar Silberstein for professional services
rendered for the audit of our annual financial statements and review of
financial statements included in our quarterly reports on Form 10-QSB or
services that are normally provided in connection with statutory and regulatory
filings were $4,750 for the fiscal year ended October 31, 2008.





Audit-Related
Fees





There
were no fees billed by Holtz Rubenstein for assurance and related services that
are reasonably related to the performance of the audit or review of the
Company’s financial statements for the fiscal year ended October 31, 2008 and
for the period from Inception (August 29, 2006) to October 31,
2006.





There
were no fees billed by RNS for assurance and related services that are
reasonably related to the performance of the audit or review of the Company’s
financial statements for the fiscal year ended October 31, 2008.





There
were no fees billed by Maddox Ungar Silberstein for assurance and related
services that are reasonably related to the performance of the audit or review
of the Company’s financial statements for the fiscal year ended October 31,
2008.





Tax
Fees





There
were no fees billed by Holtz Rubenstein for professional services for tax
compliance, tax advice, and tax planning for the fiscal year ended October 31,
2007 andfor the
period from Inception (August 29, 2006) to October 31, 2006.





18





There
were fees totaling $650.00 billed by RNS for professional services for tax
compliance, tax advice, and tax planning for the fiscal year ended October 31,
2007.





We expect
fees totaling $650.00 to be billed by Maddox Ungar Silberstein for professional
services for tax compliance, tax advice, and tax planning for the fiscal year
ended October 31, 2008.





All
Other Fees





There
were no fees billed by Holtz Rubenstein for other products and services for the
fiscal year ended October 31, 2007 and for the period from Inception (August 29,
2006) to October 31, 2006.





There
were no fees billed by RNS for other products and services for the fiscal year
ended October 31, 2008.





There
were no fees billed by Maddox Ungar Silberstein for other products and services
for the fiscal year ended October 31, 2008.





19





Audit
Committee’s Pre-Approval Process





The Board
of Directors acts as the audit committee of the Company, and accordingly, all
services are approved by the sole member of the Board of Directors.




20





SIGNATURES





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




REIDCO
      ACQUISITION I INC.Dated:
      January 27, 2009
              By:
              /s/
      Reid H. DrescherReid
      H. DrescherPresident,
      Secretary and sole Director





21