**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


WASHINGTON,
      D.C. 20549





**FORM
      10-K**




x **ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE**


**SECURITIES
      EXCHANGE ACT OF 1934**




For
      the
      fiscal year ended June 30, 2008




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




For
      the
      transition period from _____ to _____




*Commission
      file number 000-51968*




**APRECIA,
                INC.**(Exact
                Name of Small Business Issuer in Its Charter)Delaware
            1177
                High Ridge Road, Stamford, CT 06905
            20-4378866(State
                or other jurisdiction of
              incorporation
                or organization)
            (Address
                of principal executive offices)
              (zip
                code)
            (IRS
                Employer
              Identification
                No.)





Issuer's
      telephone number: (203) 321-1285





Securities
      registered under Section 12(b) of the Exchange Act


**NONE**





Securities
      registered pursuant to Section 12(g) of the Exchange Act:





**Common
      Stock, $.0001 par value**


(Title
      of
      Class)





Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act.    Yes o No x




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




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




Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
      be contained, to the best of registrant’s knowledge, in definitive proxy or
      information statements incorporated by reference Part III of this Form 10-K
      or
      any amendment to this Form 10-K. o




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting company.
      See
      the definitions of “large accelerated filer,” “accelerated filer” and “smaller
      reporting company” in Rule 12b-2 of the Exchange Act.





Large
                accelerated filer
            o
            
            Accelerated
                filer
            oNon-accelerated
                filer (Do not check if a smaller reporting company)
            o
            
            Smaller
                reporting company
            x




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





State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      last sold, or the average bid and asked price of such common equity, as of
      the
      last business day of the registrant’s most recently completed second fiscal
      quarter. $ 333,392.





APPLICABLE
      ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY


PROCEEDINGS
      DURING THE PRECEDING FIVE YEARS:





Indicate
      by check mark whether the registrant has filed all documents and reports
      required to be filed by Section 12, 13 or 15(d) of the Securities Exchange
      Act
      of 1934 subsequent to the distribution of securities under a plan confirmed
      by a
      court. Yeso  No o





(APPLICABLE
      ONLY TO CORPORATE REGISTRANTS)


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





Number
      of
      shares of the registrant’s common stock outstanding as of June 30, 2008 was
      16,761,597.





DOCUMENTS
      INCORPORATED BY REFERENCE





List
      hereunder the following documents if incorporated by reference and the Part
      of
      the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
      incorporated: (1) Any annual report to security holders; (2) Any proxy or
      information statement; and (3) Any prospectus filed pursuant to Rule 424(b)
      or
      (c) under the Securities Act of 1933. The listed documents should be clearly
      described for identification purposes (e.g., annual report to security holders
      for fiscal year ended December 24, 1980). None










**TABLE
      OF CONTENTS**




PagePART
                ICautionary
                Note Regarding Forward-Looking Statements
            
            4ITEM
                1.
            Business
            
            5ITEM
                1A.
            Risk
                Factors
            
            7ITEM
                1B.
            Unresolved
                Staff Comments
            
            10ITEM
                2.
            Properties
            
            10ITEM
                3.
            Legal
                Proceedings
            
            10ITEM
                4.
            Submission
                of Matters to a Vote of Security Holders
            
            10PART
                IIITEM
                5.
            Market
                for Registrant’s Common Equity, Related Stockholder Matters and Issuer
                Purchases of Equity Securities
            
            10ITEM
                6.
            Selected
                Financial Data
            
            11ITEM
                7.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            
            11ITEM
                7A.
            Quantitative
                and Qualitative Disclosures About Market Risk
            
            17ITEM
                8.
            Financial
                Statements and Supplementary Data
            
            18ITEM
                9.
            Changes
                In and Disagreements with Accountant on Accounting and Financial
                Disclosure
            
            27ITEM
                9A.
            Controls
                and Procedures
            
            27ITEM
                9B.
            Other
                Information
            
            28PART
                IIIITEM
                10.
            Directors,
                Executive Officers and Corporate Governance
            
            28ITEM
                11.
            Executive
                Compensation
            
            29ITEM
                12.
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            
            30ITEM
                13.
            Certain
                Relationships and Related Transactions and Director
                Independence
            
            31ITEM
                14
            Principal
                Accountant Fees and ServicesPART
                IVITEM
                15.
            Exhibits,
                Financial Statement Schedules.
            
            31SIGNATURES
            
            
            36




3





**CAUTIONARY
      NOTE**  **REGARDING****FORWARD-LOOKING
      STATEMENTS**





This
      Annual Report on Form 10-K includes 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. These forward-looking statements can be
      identified by the use of forward-looking terminology, including the words
“believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,”
“will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in
      each case, their negative or other variations or comparable terminology. Such
      statements include, but are not limited to, any statements relating to our
      ability to consummate any acquisition or other business combination and any
      other statements that are not statements of current or historical facts. These
      statements are based on management’s current expectations, but actual results
      may differ materially due to various factors, including, but not limited to,
      our:




·  being
      a
      development stage company with very limited operating history;




·  dependence
      on key personnel;




·  personnel
      allocating their time to other businesses and potentially having conflicts
      of interest
      with our business;




·  potentially
      being unable to obtain additional financing to complete an initial
      transaction;




·  limited
      pool of prospective business opportunities;




·  securities’
      ownership being concentrated; and




·  potential
      change in control if we sell the Company or acquire a businesses for
      stock;





By
      their
      nature, forward-looking statements involve risks and uncertainties because
      they
      relate to events and depend on circumstances that may or may not occur in the
      future. We caution you that forward-looking statements are not guarantees of
      future performance and that our actual results of operations, financial
      condition and liquidity, and developments in the industry in which we operate
      may differ materially from those made in or suggested by the forward-looking
      statements contained in this Annual Report on Form 10-K. In addition, even
      if
      our results of operations, financial condition and liquidity, and developments
      in the industry in which we operate are consistent with the forward-looking
      statements contained in this Annual Report on Form 10-K, those results or
      developments may not be indicative of results or developments in subsequent
      periods.




These
      forward-looking statements are subject to numerous risks, uncertainties and
      assumptions about us described in our filings with the Securities and Exchange
      Commission. The forward-looking events we discuss in this Annual Report on
      Form
      10-K speak only as of the date of such statement and might not occur in light
      of
      these risks, uncertainties and assumptions. Except as required by applicable
      law, we undertake no obligation and disclaim any obligation to publicly update
      or revise any forward-looking statements, whether as a result of new
      information, future events or otherwise.




**Unless
      otherwise provided in this Annual Report on Form 10-K., references to “Aprecia,”
“the Company,” “the Registrant,” “we,” “us” and “our” refer to Aprecia,
      Inc.**




4





**PART
      I**





**ITEM
      1.**  **BUSINESS**




**Company
      Overview**





We
      were
      incorporated in the State of Delaware in December 2005. On March 6, 2006, we
      entered into an Asset Purchase Agreement (the “ **APA** ”)
      with
      Isidore Sobkowski. Pursuant to the APA, we acquired certain assets from Mr.
      Sobkowski relating to software based on open source induction technology
      designed to enable the automatic discovery of patterns and the automatic
      creation of rules for raw data (the “ **Assets** ”).
      In
      consideration of the purchase and sale of the Assets, we issued to Mr. Sobkowski
      9,700,000 shares of our common stock.





Simultaneously,
      with the consummation of our acquisition of the Assets pursuant to the APA,
      Mr.
      Sobkowski was appointed to the position of Chief Executive Officer and Interim
      Chief Financial Officer.





Our
      goal
      was to become a leading edge provider of applied artificial intelligence
      solutions for thoroughbred and lottery applications. We developed MonitorPlus,
      an analysis tool designed to help the thoroughbred racing and lottery industry
      by providing alerts when potential wagering fraud or money laundering is
      detected.





We
      intended to generate revenue through (i) the licensing of our technology to
      parties engaged in the regulation of the thoroughbred racing industry, and
      (ii)
      the licensing of our technology to third parties which were expected to develop
      and sell specifically tailored software solutions for customers based on our
      technology. However, we were unable to enter into any meaningful agreement
      for
      the sale or license of our technology and as a result our operations were not
      profitable. We had planned to introduce MonitorPlus to the thoroughbred industry
      as an entry point into the marketplace, and then planned to develop
      complementary products based on MonitorPlus. However, we were unable to do
      either.





Our
      success was largely dependent on the market acceptance of MonitorPlus, efficient
      utilization of our infrastructure, successful ongoing development of advanced
      process technologies and generation of sufficient return on research and
      development investments. However, we were unable to satisfy these objectives,
      and as a result, we substantially curtailed our operations.





Following
      a reassessment of our business goals and objectives, our Board of Directors
      concluded that shareholder value would be better enhanced by either a sale
      of
      the Company or an acquisition of a business enterprise rather than the
      continuation of our efforts to commercialize the MonitorPlus products.
      Consequently, in fiscal 2008 our management was authorized to develop a business
      strategy to either sell the Company or acquire a business enterprise. In
      addition, our management was directed to explore financing alternatives
      available to us in the event we were to effect an acquisition of a business
      enterprise. We have not yet been able to consummate either objective, nor can
      we
      give any assurance that we will be successful in our efforts to sell the
      Company, acquire another business enterprise which will prove profitable, or
      obtain additional financing to fund our operations in the event we were to
      do
      so.





**Current
      Status of the MonitorPlus Technology**





MonitorPlus
      was built to enhance cyber security in the thoroughbred industry by allowing
      security scenarios to be applied to wagering activity and then issuing alerts
      for suspect activity; such as for fraud detection and anti-money laundering.
      MonitorPlus receives wagering information from external sources such as a
      database of historical wagers and then evaluates such information. Once a
      fraudulent wagering scenario has been created and a source of wagering data
      has
      been attached, MonitorPlus is able to analyze wagering activity data and produce
      alerts. MonitorPlus is based on proven open source induction technology.
      MonitorPlus is comprised of two main functional components: a scenario builder
      and a scenario execution engine. In addition to wager activity analysis,
      MonitorPlus allows analysts to create “what-if” scenarios. For what-if
      scenarios, analysts are able to specify a test set of security rules (a “test
      scenario”) and view test alerts.





5


The
      MonitorPlus application was designed as an industry specific application of
      open
      source induction technology for fraud detection in the thoroughbred industry.
      Proprietary design for user screens and user interaction were under construction
      but never completed. The underlying algorithm for induction is open source.
      The
      Company never applied for patent protection and has no intention of doing
      do.





We
      currently do not intend to undertake any further research, development or
      marketing efforts with respect to the Monitor Plus technology or products based
      on such technology.





**Limited
      Operations and Revenues**





We
      have
      not generated revenues from planned principal operations and we are considered
      a
      development stage company with limited operations. For the fiscal year ended
      June 30, 2008, we incurred a net loss of $339,242 and for the period December
      15, 2005 (inception) to June 30, 2008, we incurred a net loss of $1,312,332.
      We
      anticipate that we will have to rely on external financing for all of our
      capital requirements. Future losses will continue unless we successfully
      implement our business plan or sell the Company. Currently, we are dependent
      upon external financing to fund our operations. We have no assurance that any
      third party will lend us funds given our current financial condition. If such
      funds are not available, we will discontinue entirely our operations unless
      we
      can sell the Company. If we incur any problems in any of these scenarios, we
      will experience significant liquidity and cash flow problems and will have
      to
      cease operations unless we can sell the Company or acquire a business enterprise
      in connection with which we are able to secure necessary financing.





***Competition***





As
      stated
      above our current objective is to either sell the Company or acquire a business
      enterprise in connection with which we can obtain the necessary financing to
      sustain renewed business activities. In identifying, evaluating and selecting
      a
      target business, we may encounter intense competition from other entities having
      a business objective similar to ours. Additionally, we may be subject to
      competition from other companies looking to expand their operations through
      the
      acquisition of a business enterprise. Many of these entities are well
      established and have extensive experience identifying and effecting business
      combinations directly or through affiliates. Many of these competitors possess
      greater technical, human and other resources than us and our financial resources
      will be relatively limited when contrasted with those of many of these
      competitors. While we believe there are numerous potential businesses
      enterprises we could acquire our ability to compete in acquiring certain sizable
      target businesses will be limited by our available financial resources. This
      inherent competitive limitation gives others an advantage in pursuing the
      acquisition of business enterprises.





***Risk
      Management***





We
      believed that risk mitigation is a proactive function that preserves asset
      value
      if properly executed. Accordingly, we had established policies, procedures
      and
      risk limits to balance the risk/reward relationship of physical and financial
      assets, and we took a disciplined approach to the execution of these policies
      to
      assist in achieving value preservation. Nonetheless, we were unable to preserve
      the value of our assets and there is substantial doubt as to our ability to
      continue as a going concern.




***Employees***




As
      of
      June 30, 2008, we had no full-time employees and one part-time employee, our
      President, CEO and Interim CFO, Isidore Sobkowski. No employees are presently
      represented by any labor unions. Our relations with Mr. Sobkowski are
      good.





6





**Available
      Information**




We
      are
      subject to the information requirements of the Exchange Act. Therefore, we
      file
      periodic reports, proxy statements and other information with the United States
      Securities and Exchange Commission (the “ **SEC** ”).
      Such
      reports, proxy statements and other information may be obtained by visiting
      the
      Public Reference Room of the SEC at 100 F Street, NW, Washington, DC 20549.
      You
      may obtain information on the operation of the Public Reference Room by calling
      the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site
      (http://www.sec.gov) that contains reports, proxy and information statements
      and
      other information regarding issuers that file electronically.





**ITEM
      1A.**  **RISK
      FACTORS**





**Investing
      in our common stock involves a high degree of risk. Before investing in our
      common stock you should carefully consider the following risks, together with
      the financial and other information contained in this prospectus. If any of
      the
      following risks actually occurs, our business, prospects, financial condition
      and results of operations could be adversely affected. In that case, the trading
      price of our common stock would likely decline and you may lose all or a part
      of
      your investment.**





***There
      Is Substantial Doubt As To Our Ability To Continue As A Going Concern***





We
      have
      incurred a net loss of $1,312,332 for the period from December 15, 2005
      (inception) to June 30, 2008, and have no revenues. As
      of
      June 30, 2008, we had $6,149 in cash and equivalents. This balance is
      insufficient to satisfy our cash requirements for the remainder of 2008.
      Accordingly, we will have to obtain short-term financing from third parties
      to
      continue to sustain our limited operations. However, there is no assurance
      that
      we will be able to do so; if we are unsuccessful in obtaining such funding
      we
      will need to further curtail operations or cease operations entirely.





As
      of the
      date of this Report, our focus is the sale of the Company or the potential
      acquisition of a business enterprise. However, we can offer no assurance that
      such effort will be success, of if we do indeed sell the Company, what the
      terms
      of such sale would be. Absent the successful sale of the Company, Management
      believes that we would have to cease operations, liquidate the Company and/or
      file for bankruptcy, all of which would have a material adverse effect on the
      Company, its business, operations, finances and common stock.





***We
      Lost Money For The Fiscal Year Ended June 30, 2008 And Since Inception, And
      We
      Expect Losses to Continue In The Fiscal Year Ending June 30,
      2009.***





For
      the
      fiscal year ended June 30, 2008, we incurred a net loss of $339,242 and for
      the
      period December 15, 2005 (inception) to June 30, 2008, we incurred a net loss
      of
      $1,312,332. We also expect to incur losses in the fiscal year ending June 30,
      2009. We anticipate that we will have to rely on external financing for all
      of
      our capital requirements. Future losses will continue unless we successfully
      implement our business plan or sell the Company. Currently, we are dependent
      upon external financing to fund our operations. We have no assurance that any
      third party will lend us funds given our current financial condition. If such
      funds are not available, we will discontinue entirely our operations unless
      we
      can sell the Company. If we incur any problems in any of these scenarios, we
      will experience significant liquidity and cash flow problems and will have
      to
      cease operations unless we can sell the Company.




***We
      Rely On Our CEO And Will Be Harmed If He Leaves.***





Our
      ability to continue as a going concern until we are able to sell the Company
      or
      acquire a business enterprise is largely dependent on the efforts of Isidore
      Sobkowski, our Chief Executive Officer and Interim Chief Financial Officer.
      We
      do not have an employment agreement with Mr. Sobkowski. If he becomes unable
      or
      unwilling to continue in that role, our prospects for a successful sale or
      acquisition will be adversely affected.





7









***There
      Currently Is No Public Trading Market For Our Common
      Stock.***





From
      inception, there has been no public trading market for our common stock and
      there can be no assurance that an active trading market for our common stock
      will ever develop. This could adversely affect shareholders’ ability to sell the
      Company’s common stock in short time periods, or possibly at all. In addition,
      we believe that factors such as quarterly fluctuations in our financial results
      and changes in the overall economy or the condition of the financial markets,
      could cause the price of our common stock to fluctuate
      substantially.





***Our
      Net Operating Loss Carryforwards May Be Limited.***





Utilization
      of the tax benefits of these carry-forwards are subject to limitations imposed
      by Section 382 of the Internal Revenue Code. The determination of the
      limitations is complex and requires significant judgment and analysis of past
      transactions. Accordingly, some portion or all of our carry-forwards may not
      be
      available to offset any future taxable income.





***Our
      Common Stock Is Deemed To Be “Penny Stock”, Which May Make It More Difficult For
      Investors To Sell Their Shares Due To Suitability
      Requirements.***





Although
      shares of our common stock have never traded in the public markets and we can
      offer no assurances that it ever will, our common stock is nonetheless deemed
      to
      be “penny stock” as that term is defined in Rule 3a51-1 promulgated under the
      Securities Exchange Act of 1934, as amended (the “Exchange Act”). Penny stocks
      are stock:




·  With
      a
      price of less than $5.00 per share;





·  That
      are
      not traded on a “recognized” national exchange;





·  Whose
      prices are not quoted on a NASDAQ automated quotation system (NASDAQ-listed
      stock must still have a price of not less than $5.00 per share); or





·  Stock
      in
      issuers with net tangible assets less than $2,000,000 (if the issuer has been
      in
      continuous operation for at least three years) or $5,000,000 (if in continuous
      operation for less than three years), or with average revenues of less than
      $6,000,000 for the last three years.





Broker-dealers
      dealing in penny stocks are required to provide potential investors with a
      document disclosing the risks of penny stocks. Moreover, broker-dealers are
      required to determine whether an investment in a penny stock is a suitable
      investment for a prospective investor. these requirements may reduce the
      potential market for the Company’s common stock by reducing the number of
      potential investors. This may make it more difficult for investors in the
      Company’s common stock to sell shares to third parties or to otherwise dispose
      of them. This could cause our stock price to decline.





Shareholders
      should be aware that, according to the SEC, the market for penny stocks has
      suffered in recent years from patterns of fraud and abuse. Such patterns include
      (i) control of the market for the security by one or a few broker-dealers that
      are often related to the promoter or issuer; (ii) manipulation of prices through
      prearranged matching of purchases and sales and false and misleading press
      releases; (iii) “boiler room” practices involving high-pressure sales tactics
      and unrealistic price projections by inexperienced sales persons; (iv) excessive
      and undisclosed bid-ask differentials and markups by selling broker-dealers;
      and
      (v) the wholesale dumping of the same securities by promoters and broker-dealers
      after prices have been manipulated to a desired consequent investor
      losses.





Our
      Management is aware of the abuses that have occurred historically in the penny
      stock market. Although we do not expect to be in a position to dictate the
      behavior of the market or of broker-dealers who participate in the market,
      Management will strive within the confines of practical limitations to prevent
      the described patterns from being established with respect to our
      securities.





8


***Failure
      To Maintain Effective Internal Controls In Accordance With Section 404 Of
      The Sarbanes-Oxley Act Of 2002 Could Have A Material Adverse Effect On Our
      Stock
      Price Should A Trading Market Develop*** .





Section 404
      of the Sarbanes-Oxley Act of 2002 and the related rules and regulations of
      the
      SEC require annual management assessments of the effectiveness of our internal
      control over financial reporting and a report by our independent registered
      public accounting firm attesting to and reporting on these
      assessments.  If we fail to adequately maintain compliance with, or
      maintain the adequacy of, our internal control over financial reporting, as
      such
      standards are modified, supplemented or amended from time to time, we may not
      be
      able to ensure that we can conclude on an ongoing basis that we have effective
      internal control over financial reporting in accordance with Section 404 of
      the Sarbanes-Oxley Act of 2002 and the related rules and regulations of the
      SEC.  If we cannot favorably assess, or our independent registered
      public accounting firm is unable to provide an unqualified attestation report
      on
      our assessment of the effectiveness of our internal control over financial
      reporting, investor confidence in the reliability of our financial reports
      may
      be adversely affected, which could have a material adverse effect on our stock
      price.





**Anti-Takeover
      Provisions Could Make A Third-Party Acquisition Of Us Difficult Which May
      Adversely Affect The Market Price And The Voting And Other Rights Of The Holders
      Of Our Common Stock.**




Certain
      provisions of the Delaware General Corporation Law may delay, discourage or
      prevent a change in control. The provisions may discourage bids for our common
      stock at a premium over the market price. Furthermore, the authorized but
      unissued shares of our common stock are available for future issuance by us
      without our stockholders' approval. These additional shares may be utilized
      for
      a variety of corporate purposes including but not limited to future public
      or
      direct offerings to raise additional capital, corporate acquisitions and
      employee incentive plans. The issuance of such shares may also be used to deter
      a potential takeover of us that may otherwise be beneficial to our stockholders.
      A takeover may be beneficial to stockholders because, among other reasons,
      a
      potential suitor may offer stockholders a premium for their shares above the
      then market price.




9





**Future
      Sales By Our Stockholders May Adversely Affect Our Stock Price And Our Ability
      To Raise Funds In Future Equity Offerings.**




Should
      a
      public trading market for our common stock develop, sales of our common stock
      in
      the public market, by our existing shareholders can be expected to lower the
      market price of our common stock. Sales may also make it more difficult for
      us
      to sell equity securities or equity-related securities in the future at a time
      and price that our management deems acceptable or at all.





**ITEM
      1B.          U** **NRESOLVED
      STAFF COMMENTS**





Not
      applicable.





**ITEM
      2.** **PROPERTIES**




In
      order
      to reduce operating costs, we are structured as a “virtual” company. As such, we
      do not currently own or rent any real estate property.





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




To
      the
      knowledge of our management, there is no litigation currently pending or
      contemplated against us or any of our officers or directors in their capacity
      as
      such.





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




No
      matters were submitted to a vote of stockholders during the quarter ended June
      30, 2008.




**PART
      II**





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




The
      Untied States Securities and Exchange Commission (the “ **SEC** ”)
      declared our first and only registration statement on Form SB-2 effective on
      January 29, 2007; subsequently, the then National Association of Securities
      Dealers, Inc. approved our Form 15c2-11 and granted us the stock symbol
“ACIA.OB” on Feb 9, 2007. While there were originally three market makers for
      our common stock at such time, no public trading market for our common stock
      ever developed and one does not exist at the time of this Report, nor can we
      offer any assurance that such a market will ever exist.





As
      of
      June 30, 2008, there were 55 holders of record of our common stock.





***Dividends***




We
      have
      never paid any dividends to our equity holders. We have intended to retain
      our
      earnings, if any were ever generated, to support the development of the business
      and therefore did not anticipate paying cash dividends. Payment of future
      dividends, if any, will be at the discretion of our board of directors after
      taking into account various factors, including current financial condition,
      operating results and current and anticipated cash needs.




10


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





As
      of
      June 30, 2008, we have not adopted an equity compensation plan under which
      our
      common stock is authorized for issuance.





Currently,
      there are no compensation plans in effect under which our equity securities
      are
      authorized for issuance that were adopted without the approval of security
      holders.




***Repurchases
      of Equity Securities***





During
      the quarter ended June 30, 2008, we did not repurchase any shares as part of
      any
      publicly announced plans or programs or otherwise.





**ITEM 6.**
            **SELECTED
                FINANCIAL DATA**




We
      are a
      smaller reporting company as defined in Regulation S-K; as such pursuant to
      Regulation S-K we are not required to make disclosures under this
      Item.





**ITEM 7.**
            **MANAGEMENT’S
                DISCUSSION AND ANALYSIS OF FINCNAICAL****CONDITION****AND
                RESULTS OF OPERATIONS.**




**Results
      of Operations**





***Overview***





The
      following Management’s Discussion and Analysis of Financial Condition and
      Results of Operations should be read in conjunction with our financial
      statements and the related notes thereto which are included in this annual
      report and the Company’s audited financial statements and notes thereto included
      elsewhere in this Report.





***Revenues***





We
      have
      not generated revenues from planned principal operations and we are considered
      a
      development stage company.





Our
      goal
      was to become a leading edge provider of applied artificial intelligence
      solutions for thoroughbred and lottery applications. We developed MonitorPlus,
      an analysis tool designed to help the thoroughbred racing and lottery industry
      by providing alerts when potential wagering fraud or money laundering is
      detected.





We
      intended to generate revenue through (i) the licensing of our technology to
      parties engaged in the regulation of the thoroughbred racing industry, and
      (ii)
      the licensing of our technology to third parties which were expected to develop
      and sell specifically tailored software solutions for customers based on our
      technology. However, we were unable to enter into any meaningful agreement
      for
      the sale or license of our technology and as a result our operations were not
      profitable. We had planned to introduce MonitorPlus to the thoroughbred industry
      as an entry point into the marketplace, and then planned to develop
      complementary products based on MonitorPlus. However, we were unable to do
      either.





Our
      success was largely dependent on the market acceptance of MonitorPlus, efficient
      utilization of our infrastructure, successful ongoing development of advanced
      process technologies and generation of sufficient return on research and
      development investments. However, we were unable to satisfy these objectives,
      and as a result, we substantially curtailed our operations.





Following
      a reassessment of our business goals and objectives, our Board of Directors
      concluded that shareholder value would be better enhanced by either a sale
      of
      the Company or an acquisition of a business enterprise rather than the
      continuation of our efforts to commercialize the MonitorPlus products.
      Consequently, in 2007 our management was authorized to develop a business
      strategy to either sell the Company or acquire a business enterprise. In
      addition, our management was directed to explore financing alternatives
      available to us in the effect we were to effect an acquisition of a business
      enterprise. We have not yet been able to consummate either objective, nor can
      we
      give any assurance that we will be successful in our efforts to sell the
      Company, acquire another business enterprise which will prove profitable, or
      obtain additional financing to fund our operations in the event we were to
      do
      so.





11









***Costs
      and Expenses***





Costs
      and
      expenses were $111,900 for the year ended June 30, 2008 compared to $468,440
      for
      the year ended June 30, 2007, and consisted primarily of officer’s compensation,
      software development and administrative expenses. The decrease was primarily
      due
      to our cessation of research, development and marketing activities with respect
      to the MonitorPlus technology and products based on the technology. Costs and
      expenses for the period December 15, 2005 (inception) to June 30, 2008 were
      $752,718.





***Going
      Concern***





The
      Company incurred net losses of $339,242 for the year ended June 30, 2008 and
      $1,312,332 for the period December 15, 2005 (inception) to June 30, 2008. In
      addition, the Company has a working capital deficiency of $1,021,216 and a
      stockholders’ deficiency of $1,020,262 at June 30, 2008. These factors raise
      substantial doubt about the Company’s ability to continue as a going
      concern.




There
      can
      be no assurance that sufficient funds required for us to sustain operations
      will
      be generated from operations or that funds will be available from external
      sources such as debt or equity financings or other potential sources. The lack
      of additional capital resulting from the inability to generate cash flow from
      operations or to raise capital from external sources would force the Company
      to
      substantially curtail or cease operations and would, therefore, have a material
      adverse effect on its business. Furthermore, there can be no assurance that
      any
      such required funds, if available, will be available on attractive terms or
      that
      they will not have a significant dilutive effect on the Company's existing
      stockholders.




The
      accompanying financial statements do not include any adjustments related to
      the
      recoverability or classification of asset-carrying amounts or the amounts and
      classification of liabilities that may result should we be unable to continue
      as
      a going concern.




We
      are
      attempting to address our lack of liquidity by raising additional funds, either
      in the form of debt or equity or some combination thereof, but since June 30,
      2007 we have not been able to raise funds through the sale of equity securities.
      There can be no assurances that we will be able to raise the additional funds
      we
      may require.




Our
      Management continues to meet operating deficits primarily through short-term
      borrowings and is attempting to utilize other debt and dilutive and non-dilutive
      equity financing alternatives to sustain operations. Whether such financing
      will
      be available as needed and the ultimate form of such financing is uncertain
      and
      the effects of this uncertainty could ultimately lead to
      bankruptcy.





***Financing
      Activities***





Common
      Stock




In
      March
      2006, the Company sold 4,510,000 shares of common stock valued at $451 to the
      founders of the Company.




In
      March
      2006, the Company issued 9,700,000 shares of common stock valued at $970 for
      software development costs.




12


In
      March
      2006, the Company sold 2,083,000 shares of common stock to a private investor
      for $50,000, and paid cash commissions of $5,000.




In
      October 2006, the Company completed a private placement of 468,264 shares of
      its
      common stock for gross proceeds of $56,190.





Debt
      Financings





In
      March
      2006, we entered into a Securities Purchase Agreement dated as of March 10,
      2006, with four investors relating to the issuance and sale, in a private
      placement exempt from the registration requirements of the Securities Act of
      1933, as amended (the “1933 Act”), of 7% Convertible Debentures in the principal
      amount of $500,000 (the “Debentures”). Accrued
      interest on the convertible debentures as of June 30, 2008 was $80,694.





The
      Debentures are collateralized by all of the now owned and hereafter acquired
      rights, title and interest of the Company’s assets. The debentures mature 24
      months from the closing. The Debentures are convertible at the option of the
      holder into our common stock at the rate of $0.12 per share. Expenses incurred
      in connection with the private offering of the debentures were $185,000. Such
      expenses are carried as deferred finance costs and were amortized over the
      term
      of the debt.




In
      May
      2007 the Company sold $187,000 principal of 7% secured promissory notes (the
      “Notes”) and 500,000 Class A Common Stock purchase warrants (the “Warrants”)
      (collectively, the “Securities”) for an aggregate purchase price of $170,000.
      The Notes were due September 2007 and are secured by the Company’s assets. The
      Warrants have an exercise price of $.18 per share and a term of five years.
      In
      connection with the sale of the Securities, the Company issued as broker’s fees:
      (i) 83,111 common stock purchase warrants ($.18 exercise price, five year term)
      and (ii) a promissory note in the amount of $14,963. In addition, the Company
      incurred legal fees of approximately $30,500 in connection with the sale of
      the
      Securities. These costs are amortized over the life of the related debt. The
      Company is currently accruing interest at the default rate of 18% per annum.
      Total accrued interest as of June 30, 2008 is $40,180.





In
      November 2007, and February 2008 a stockholder loaned the Company a total of
      $64,000. The loan bears interest at 6% per annum and is due November 2008.
      Interest accrued and owed on this loan amounted to $863.





Access
      to
      capital markets has historically been important to us. Depending on market
      conditions, we may issue registered or unregistered securities to raise capital
      to fund a portion of our operations. However, as of the date of this Report,
      we
      are attempting to sell the Company but can offer no assurances that we will
      be
      successful, or, if we are successful, what the terms of such sale will
      be.




13





***Contractual
      Obligations***





The
      Debentures matured on March 10, 2008 and are currently in default. The
      Debentures are convertible at the option of the holder into the Company’s common
      stock at the rate of $.12 per share. Expenses incurred in connection with the
      private offering of the debentures were $185,000. Such expenses are carried
      as
      deferred finance costs and were amortized over the term of the
      debt.





Since
      a
      registration statement covering the underlying common stock was not filed within
      90 days, the Company is required to pay liquidated damages of 2% of the
      principal amount of $500,000 per month plus interest at the rate of 18% if
      the
      Company fails to pay the liquidated damages within seven days. Accordingly,
      the
      Company accrued $106,667 in liquidated damages (until registration statement
      was
      filed and $30,850 interest on the liquidated damages as of June 30,
      2008.








***Liquidity
      and Capital Resources***




As
      of June 30, 2008, we had $6,149 in cash and equivalents. This balance is
      insufficient to satisfy our cash requirements for the remainder of 2008 and
      as
      such we will have to obtain short-term financing from third parties. However,
      there is no assurance that such funding will be available is in sufficient
      amount, if at all, to fund the Company as a going concern; if we are unable
      to
      obtain such financing in a very short period of time, must continue our efforts
      to sell the Company or cease operations. Our inability to achieve these
      objectives will have a material adverse effect on our operations and finances.
      If we issue additional equity and/or debt securities to meet our future capital
      requirements, the terms of any future equity financings may be dilutive to
      our
      stockholders and the terms of any debt financings may contain restrictive
      covenants negatively affecting our stockholders. As of the date of this Report,
      we have no plans to issue additional equity and/or debt securities and instead
      we are attempting to sell the Company. However, we can offer no assurances
      that
      we will be successful, or, if we are successful, what the terms of such sale
      will be.




***Off-
      Balance Sheet Arrangements***




We
      do not
      have any off balance sheet arrangements that are reasonably likely to have
      a
      current or future effect on our financial condition, revenues, results of
      operations, liquidity or capital expenditures.




***Inflation
      and Seasonality***




The
      effect of inflation on our revenue and operating results was not significant.
      Our business is not seasonal.




***Critical
      Accounting Estimates***




The
      preparation of financial statements and related disclosures in conformity with
      generally accepted accounting principles in the United States of America
      (“GAAP”) requires our Management to make estimates and judgments that affect the
      reported amounts of assets, liabilities, revenues, expenses and related
      disclosures. Estimates and judgments are based on historical experience,
      forecasted future events and various other assumptions that the Company believes
      to be reasonable under the circumstances. Estimates and judgments may vary
      under
      different assumptions or conditions. We evaluate our estimates and judgments
      on
      an ongoing basis. Management believes the accounting policies below are critical
      in the portrayal of our financial condition and results of operations and
      require management’s most difficult, subjective or complex
      judgments.




14


***Contingencies***




The
      Company is subject to the possibility of losses from various contingencies.
      Considerable judgment is necessary to estimate the probability and amount of
      any
      loss from such contingencies. An accrual is made when it is probable that a
      liability has been incurred or an asset been impaired and the amount of loss
      can
      re reasonably estimated. The Company accrues a liability and charges operations
      for the estimated costs of adjudication or settlement of asserted and unasserted
      claims existing as of the balance sheet date.




***Income
      Taxe*** **s**




The
      Company is required to estimate its provision for income taxes and amounts
      ultimately payable or recoverable in numerous tax jurisdictions around the
      world. Estimates involve interpretations of regulations and are inherently
      complex. Resolution of income tax treatments in individual jurisdictions may
      not
      be known for many years after completion of any fiscal year. The Company is
      also
      required to evaluate the realizability of its deferred tax assets on an ongoing
      basis in accordance with GAAP, which requires the assessment of the Company’s
      performance and other relevant factors when determining the need for a valuation
      allowance with respect to these deferred tax assets. Realization of deferred
      tax
      assets is dependent on the Company’s ability to generate future taxable
      income.




***Research
      and Development***




Costs
      related to the conceptual formulation and design of products and processes
      are
      expensed as research and development when incurred. Determining when product
      development is complete requires judgment by the Company. The Company deems
      development of a product complete once the product has been thoroughly reviewed
      and tested for performance and reliability.




***Stock-based
      Compensation***




Under
      the
      provisions of SFAS No. 123(R), stock-based compensation cost is estimated at
      the
      grant date based on the fair-value of the award and recognized as expense
      ratably over the requisite service period of the award. Determining the
      appropriate fair-value model and calculating the fair value of stock-based
      awards at the grant date requires considerable judgment, including estimating
      stock price volatility, expected option life and forfeiture rates. The Company
      develops its estimates based on historical data and market information which
      can
      change significantly over time. A small change in the estimates used can result
      in a relatively large change in the estimated valuation.





The
      Company will use the Black-Scholes option valuation model to value employee
      stock awards. The Company will estimate stock price volatility based on an
      average of its historical volatility and the implied volatility derived from
      traded options on the Company’s stock. Estimated option life and forfeiture rate
      assumptions will be derived from historical data. For stock based compensation
      awards with graded vesting that were granted after 2005, the Company will
      recognize compensation expense using the straight-line method.





**Recent
      Accounting Pronouncements**




In
      February 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
      159, “The Fair Value Option for Financial Assets and Financial Liabilities -
      Including an amendment of FASB Statement No. 115.” Under SFAS No. 159, the
      Company may elect to measure many financial instruments and certain other items
      at fair value on an instrument by instrument basis subject to certain
      restrictions. The Company has adopted SFAS No. 159 at the beginning of 2008.
      The
      adoption of SFAS No. 159 did not impact the Company’s results of operation and
      financial condition.




In
      September 2006, the SEC staff issued Staff Accounting Bulletin (“SAB”) No. 108,
“Considering the Effects of Prior Year Misstatements when Quantifying
      Misstatements in Current Year Financial Statements.” The Company is required to
      adopt SAB No. 108 by the end of 2007. The adoption of SAB No. 108 did not impact
      of the Company’s results of operation and financial condition.




15


Also
      in
      September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined
      Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements
      No. 87, 88, 106 and 132(R).” Under SFAS No. 158, the Company is required to
      initially recognize the funded status of a defined benefit postretirement plan
      and to provide the required disclosures as of the end of 2007. The adoption
      of
      SFAS No. 158 did not impact of the Company’s results of operation and financial
      condition.




Also
      in
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurement.” SFAS No.
      157 defines fair value, establishes a framework for measuring fair value in
      generally accepted accounting principles, and expands disclosures about fair
      value measurements. SFAS No. 157 applies under other accounting pronouncements
      that require or permit fair value measurements. The Company is required to
      adopt
      SFAS No. 157 effective at the beginning of 2009.





In
      June
      2006, the FASB issued Interpretation No. 48 (“FIN 48”), “Accounting for
      Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109.” FIN
      48 contains a two step approach to recognizing and measuring uncertain tax
      positions accounted for in accordance with SFAS No. 109. The first step is
      to
      evaluate the tax position for recognition by determining if the weight of
      available evidence indicated it is more likely than not that the position will
      be sustained on audit, including resolution of related appeals or litigation
      processes, if any. The second step is to measure the tax benefit as the largest
      amount which is more than 50% likely of being realized upon ultimate settlement.
      The Company is required to adopt FIN 48 effective at the beginning of 2008.
      The
      adoption of FIN 48 did not impact of the Company’s results of operation and
      financial condition.




In
      May
      2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections.”
SFAS No. 154 changes the requirements for the accounting for and reporting
      of a
      change in accounting principle. The Company adopted SFAS No. 154 at the
      beginning of 2007. The adoption of SFAS No. 154 did not impact the Company’s
      results of operation and financial condition.





On
      February 16, 2006, the FASB issued SFAS 155, “Accounting for Certain Hybrid
      Instruments,” which amends SFAS 133, “Accounting for Derivative Instruments and
      Hedging Activities,” and SFAS 140, “Accounting for Transfers and Servicing of
      Financial Assets and Extinguishments of Liabilities.” SFAS 155 allows financial
      instruments that have embedded derivatives to be accounted for as a whole
      (eliminating the need to bifurcate the derivative from its host) if the holder
      elects to account for the whole instrument on a fair value basis. SFAS 155
      also
      clarifies and amends certain other provisions of SFAS 133 and SFAS 140. This
      statement is effective for all financial instruments acquired or issued in
      fiscal years beginning after September 15, 2006. We do not expect its
      adoption of this new standard to have a material impact on our financial
      position, results of operations or cash flows.




SFAS
      156.
      On March 31, 2006 the FASB issued its Statement of Financial Accounting
      Standards 156 to amend FASB Statement No. 140 “Accounting for Transfers and
      Servicing of Financial Assets and Extinguishments of Liabilities.” FAS 156
      requires an entity to recognize a servicing asset or servicing liability on
      its
      statement of financial position each time it undertakes an obligation to service
      a financial asset. FAS 156’s required effective date of adoption is for the
      first fiscal year beginning after September 15, 2006. We do not expect adoption
      of this standard will have a material impact on our financial position,
      operations or cash flows.





**ITEM
      7A.**  **QUANTITATIVE
      AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.**





Market
      risk is the sensitivity of income to changes in interest rates, foreign exchange
      rates, commodity prices, equity prices, and other market-driven rates or prices.
      Our current business and, accordingly, the risks associated with foreign
      exchange rates, commodity prices, and equity prices are not significant. We
      have
      not engaged in any hedging activities with respect to the market risk to which
      we are exposed. Our only material market risk exposure relates to fluctuations
      in interest rates. Given our limited risk in our exposure to money market funds,
      we do not view the interest rate risk to be significant




16




**ITEM
              8.**
            **FINANCIAL
                STATEMENTS AND SUPPLEMENTARY
                DATA**




**INDEX
      TO FINANCIAL STATEMENTS**


**AND
      FINANCIAL STATEMENT SCHEDULES**


PageReport
                  dated November 10, 2008 of Michael F. Albanese, C.P.A.
              
              18Report
                  dated November 15, 2007 of Wolinetz, Lafazan & Company,
                  P.C.
              
              19Balance
                  Sheets as of June 30, 2008.
              
              20Statements
                  of Operations for the years ended June 30, 2008 and June 30, 2007
                  and from
                  inception December 15, 2005 to June 30, 2008
              
              21Statements
                  of Stockholders Deficiency from inception December 15, 2005 to
                  June 30,
                  2008
              
              22Statements
                  of Cash Flows for the years ended June 30, 2008 and 2007 and from
                  inception December 15, 2005 to June 30, 2008
              
              23Notes
                  to Financial Statements
              
              24-26




17


REPORT
        OF
        INDEPENDENT REGISTERED PUBLIC ACCOUNTANT
 
 To
        the
        Board of Directors and Stockholders of
 Aprecia,
        Inc.
  I
        have
        audited the accompanying balance sheet of Aprecia, Inc. (a development stage
        company) as of June 30, 2008 and the related statements of operations,
        stockholders’ deficit and cash flows for the year then ended. These financial
        statements are the responsibility of the Company's management. My responsibility
        is to express an opinion on these financial statements based on my audit.
        I did
        not audit the statements of operations, stockholders’ deficit and cash flows for
        the year ended June 30, 2007 of Aprecia, Inc. (a development stage company).
        Those statements were audited by other auditors whose report dated November
        15,
        2007 has been included, and my opinion, insofar as it relates to the statements
        of operations, stockholders’ deficit and cash flows for the year ended June 30,
        2007 of Aprecia, Inc. (a development stage company), is based solely on the
        report of the other auditors.
 
 I
        conducted my audit in accordance with standards of the Public Company Accounting
        Oversight Board (United States). Those standards require that I plan and
        perform
        an audit to obtain reasonable assurance about whether the financial statements
        are free of material misstatement. 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. I believe that my audit provides a reasonable basis
        for
        my opinion.
 
 In
        my
        opinion, the financial statements referred to above present fairly, in all
        material respects, the financial position of Aprecia,
        Inc. (a development stage company) as of June 30, 2008 and the results of
        their
        operations and their cash flows for the year then ended 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 2 to the financial
        statements, the Company’s significant net losses raise substantial doubt about
        its ability to continue as a going concern. The financial statements do not
        include any adjustments that might result from the outcome of this uncertainty.
  The
        Company is not required to have, nor was I engaged to perform, an audit of
        its
        internal control over financial reporting. My 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 Company’s internal control over financial
        reporting. Accordingly, I express no such opinion.
 
 
 /s/
        Michael F. Albanese, C.P.A.
 
 Parsippany,
        New Jersey
 November
        10, 2008




18


REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Board
        of
        Directors and Stockholders
 Aprecia,
        Inc.
 
 We
        have
        audited the accompanying statements of operations, stockholders’ deficiency and
        cash flows of Aprecia, Inc. (a Development Stage Company) ("the Company")
        for
        the year ended June 30, 2007, and the period December 15, 2005 (inception)
        to
        June 30, 2007. These financial statements are the responsibility of the
        Company’s management. Our responsibility is to express an opinion on these
        financial statements based on our audit.
 
 We
        conducted our audit in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement. The Company 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. Also, an audit includes
        examining, on a test basis, evidence supporting the amounts and disclosures
        in
        the financial statements, assessing the accounting principles used and
        significant estimates made by management, as well as evaluating the overall
        financial statement presentation. We believe that our audit provides a
        reasonable basis for our opinion.
 
 In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the results of its operations and its cash flows for the
        year
        ended June 30, 2007, and the period December 15, 2005 (inception) to June
        30,
        2007 in conformity with accounting principles generally accepted in the United
        States of America.
 
 The
        accompanying financial statements have been prepared assuming the Company
        will
        continue as a going concern. As discussed in Note 2 to the financial statements,
        the Company has incurred operating losses since inception, has had no revenues
        and has not commenced planned principal operations. These factors raise
        substantial doubt about the Company’s ability to continue as a going concern.
        Management’s plans regarding those matters are also described in Note 2. The
        financial statements do not include any adjustments that might result from
        the
        outcome of this uncertainty.
 
 WOLINETZ,
        LAFAZAN & COMPANY, P.C.
  
 Rockville
        Centre, New York
 November
        15, 2007




19





APRECIA,
      INC.


(A
      DEVELOPMENT STAGE COMPANY)


BALANCE
      SHEET




June
                  30, 2008ASSETSCurrent
                  Assets:Cash
                  and Cash Equivalents
              
              $
              6,149Total
                  Current Assets
              
              
              6,149Property
                  and Equipment, Net
              
              
              954Total
                  Assets
              
              $
              7,103LIABILITIES
                  AND STOCKHOLDERS’Current
                  Liabilities:7%
                  Convertible Debentures
              
              $
              500,000Convertible
                  Notes Payable, Net of Unamortized Discount of $-0- and
                  $37,654
              
              
              201,960Loan
                  Payable - Related Party
              
              
              64,000Accrued
                  Expenses
              
              
              2,150Accrued
                  Liquidated Damages
              
              
              106,667Accrued
                  Interest
              
              
              152,588Total
                  Current Liabilities
              
              
              1,027,365Commitments
                  and Contingencies
              
              
              -Stockholders’
                  Deficiency:Preferred
                  Stock, $.0001 par value; 10,000,000 shares authorized, none issued
                  and
                  outstanding
              
              
              -Common
                  Stock, $.0001 par value; 250,000,000 shares authorized, 16,761,597
                  issued
                  and outstanding
              
              
              1,676Additional
                  Paid-In Capital
              
              
              290,394Deferred
                  Finance Costs, Net
              
              
              -Deficit
                  Accumulated During the Development Stage
              
              
              (1,312,332
              )Total
                  Stockholders’ Deficiency
              
              
              (1,020,262
              )Total
                  Liabilities and Stockholders’ Deficiency
              
              $
              7,103





The
      accompanying notes are an integral part of these financial
      statements.




20









APRECIA,
      INC.


(A
      DEVELOPMENT STAGE COMPANY)


STATEMENT
      OF OPERATIONS





For the PeriodFor the Fiscal Year
            
            For the Fiscal Year
            
            December 15, 2005Ended
            
            Ended
            
            (Inception)June 30, 2008
            
            June 30, 2007
            
            To June 30, 2008Net
                  Revenues
            
            $
            -
            
            $
            -
            
            $
            -Costs
                and Expenses:Officer’s
                Compensation
            
            $
            46,573
            
            $
            180,000
            
            $
            286,573Software
                Development
            
            
            14,000
            
            
            167,415
            
            
            228,985Other
                General and Administrative Expenses
            
            
            51,327
            
            
            139,025
            
            
            237,160Total
                Costs and Expenses
            
            
            111,900
            
            
            486,440
            
            
            752,718Loss
                from Operations
            
            
            (111,900
            )
            
            (486,440
            )
            
            (752,718
            )Other
                Expenses:Amortization
                of Deferred Finance Costs
            
            
            (99,837
            )
            
            (112,012
            )
            
            (240,113
            )Amortization
                of Deferred Debt Discount
            
            
            (37,654
            )
            
            (22,592
            )
            
            (60,246
            )Interest
                Expense
            
            
            (89,851
            )
            
            (51,942
            )
            
            (152,588
            )Liquidated
                Damages
            
            
            -
            
            
            (90,000
            )
            
            (106,667
            )Total
                Other Expenses
            
            
            (227,342
            )
            
            (
                276,546
            )
            
            (559,614
            )Net
                Loss
            
            $
            (339,242
            )
            $
            (762,986
            )
            $
            (1,312,332
            )Weighted
                Average Common SharesOutstanding –
                Basic and Diluted
            
            
            16,761,597
            
            
            16,603,798Net
                Loss per Common Share – Basic and Diluted
            
            
            (.02
            )
            
            (.05
            )




The
      accompanying notes are an integral part of these financial
      statements


21










APRECIA,
      INC.


(A
      DEVELOPMENT STAGE COMPANY)


STATEMENT
      OF STOCKHOLDERS’ DEFICIENCY


FOR
      THE
      PERIOD DECEMBER 15, 2005 (INCEPTION) TO JUNE 30, 2008





DeficitAccumulatedAdditional
            
            Deferred
            
            During thePreferred Stock
            
            Common Stock
            
            Paid-In
            
            Finance
            
            DevelopmentShares
            
            Amount
            
            Shares
            
            Amount
            
            Capital
            
            Costs
            
            Stage
            
            TotalCommon Stock sold to Founders
            
            
            -
            
            $
            -
            
            
            4,510,000
            
            $
            451
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            451Common
                Stock Issued for SoftwareDevelopment –
                at Par Value
            
            
            -
            
            
            -
            
            
            9,700,000
            
            
            970
            
            
            -
            
            
            -
            
            
            -
            
            
            970Common
                Stock Issued to a PrivateInvestor –
                at $.024 Per Share
            
            
            -
            
            
            -
            
            
            2,083,333
            
            
            208
            
            
            49,792
            
            
            -
            
            
            -
            
            
            50,000Commissions
                on Sale of Common Stock
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (5,000
            )
            
            -
            
            
            -
            
            
            (5,000
            )Net
                Loss for the Period
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (210,104
            )
            
            (210,104
            )Balance –
                June 30, 2006
            
            
            -
            
            
            -
            
            
            16,293,333
            
            
            1,629
            
            
            44,792
            
            
            -
            
            
            (210,104
            )
            
            (163,683
            )Common
                Stock Issued Pursuant to a Private Placement at $.12 Per
                Share
            
            
            -
            
            
            -
            
            
            468,264
            
            
            47
            
            
            56,143
            
            
            -
            
            
            -
            
            
            56,190Common
                Stock Warrants Issued as Deferred Finance Costs on NotePayable –
                83,111 at $.116 Per Warrant
            
            
            -
            
            
            -
            
            
            
            
            
            -
            
            
            9,641
            
            
            (9,641
            )
            
            -
            
            
            -Debt
                Discount on Loan Payable
            
            
            -
            
            
            -
            
            
            
            
            
            -
            
            
            43,246
            
            
            -
            
            
            -
            
            
            43,246Amortization
                of Deferred Finance Costs
            
            
            -
            
            
            -
            
            
            
            
            
            -
            
            
            -
            
            
            3,615
            
            
            -
            
            
            3,615Net
                Loss for the Year Ended June 30, 2007
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (762,986
            )
            
            (762,986
            )Balance
                June 30, 2007
            
            
            -
            
            
            -
            
            
            16,761,597
            
            
            1,676
            
            
            153,822
            
            
            (6,026
            )
            
            (973,090
            )
            
            (823,618
            )Amortization
                of Deferred Finance Costs
            
            
            -
            
            
            -
            
            
            
            
            
            -
            
            
            -
            
            
            6,026
            
            
            -
            
            
            6,026Debt
                Forgiven by CEO
            
            
            -
            
            
            -
            
            
            
            
            
            -
            
            
            136,572
            
            
            -
            
            
            -
            
            
            136,572Net
                Loss for the Year Ended June 30, 2008
            
            
            -
            
            
            -
            
            
            
            
            
            -
            
            
            -
            
            
            -
            
            
            (339,242
            )
            
            (339,242
            )Balance
                  June 30, 2008
            
            
            -
            
            $
            -
            
            
            16,761,597
            
            $
            1,676
            
            $
            290,394
            
            
            -
            
            $
            (1,312,332
            )
            $
            (1,020,262
            )




22




APRECIA,
      INC.


(A
      DEVELOPMENT STAGE COMPANY)


STATEMENT
      OF CASH FLOWS


For
                  the PeriodFor
                  the Fiscal Year
              
              For
                  the Fiscal Year
              
              December
                  15,Ended
              
              Ended
              
              (Inception)June
                  30, 2008
              
              June
                  30, 2007
              
              June
                  30, 2008Cash
                  Flows from Operating ActivitiesNet
                  Loss
              
              $
              (339,242
              )
              $
              (762,986
              )
              $
              (1,312,332
              )Adjustments
                  to Reconcile Net Loss to Net Cash(Used)
                  in Operating Activities:Amortization
                  of Debt Discount
              
              
              37,654
              
              
              22,592
              
              
              60,246Amortization
                  of Deferred Finance Costs
              
              
              99,837
              
              
              112,012
              
              
              240,113Depreciation
                  Expense
              
              
              954
              
              
              954
              
              
              1,908Common
                  Stock Issued for Software Development
              
              
              -
              
              
              -
              
              
              970Changes
                  in Assets and Liabilities:Increase
                  (Decrease) in Accrued Expenses
              
              
              (7,529
              )
              
              117,770
              
              
              138,723Increase
                  in Accrued Interest
              
              
              89,851
              
              
              62,737
              
              
              152,588Increase
                  in Liquidating Damages
              
              
              -
              
              
              90,000
              
              
              106,667Net
                  Cash (Used) in Operating Activities
              
              
              (118,475
              )
              
              (356,921
              )
              
              (611,117
              )Cash
                  Flows from Investing Activities:Purchase
                  of Equipment
              
              
              -
              
              
              (2,862
              )
              
              (2,862
              )Net
                  Cash (Used) in Investing Activities
              
              
              -
              
              
              (2,862
              )
              
              (2,862
              )Cash
                  Flows from Financing ActivitiesProceeds
                  from Issuance of Convertible Debentures
              
              
              -
              
              
              -
              
              
              500,000Decrease
                  in Stock Subscription Receivable
              
              
              -
              
              
              451
              
              
              451Net
                  Proceeds from Issuance of Notes Payable
              
              
              -
              
              
              170,000
              
              
              170,000Proceeds
                  of Loan Payable - Related Party
              
              
              64,000
              
              
              -
              
              
              64,000Payments
                  of Finance Costs
              
              
              -
              
              
              (30,513
              )
              
              (215,513
              )Proceeds
                  from Issuance of Common Stock
              
              
              -
              
              
              56,190
              
              
              106,190Expense
                  on Sale of Common Stock
              
              
              -
              
              
              -
              
              
              (5,000
              )Net
                  Cash Provided by Financial Activities
              
              
              64,000
              
              
              196,128
              
              
              620,128Increase
                  (Decrease) in Cash
              
              
              (54,475
              )
              
              (163,655
              )
              
              6,149Cash
                  - Beginning of Period
              
              
              60,624
              
              
              224,279
              
              
              -Cash
                  - End of Period
              
              $
              6,149
              
              $
              60,624
              
              $
              6,149Supplemental
                  Cash Flow Information:Cash
                  Paid for Interest
              
              
              -
              
              
              -
              
              
              -Cash
                  Paid for Income Taxes
              
              
              250
              
              
              250
              
              
              500Supplemental
                  Non-Cash Financing Activities:Subscription
                  Receivable on Sale of Common Stock
              
              
              *-*
              
              
              *-*
              
              
              451Common
                  Stock Warrants Issued as Deferred Finance Costs
              
              
              -
              
              
              9,641
              
              
              9,641Debt
                  Discount Attributable to Common Stock Warrantson
                  Notes Payable
              
              
              -
              
              
              43,246
              
              
              43,246Note
                  Payable Issued as Payment of Deferred Finance Costs
              
              
              -
              
              
              14,960
              
              
              14,960Exchange
                  Related Party Debt to Contributed Capital
              
              
              136,572
              
              
              -
              
              
              136,572





The
      accompanying notes are an integral part of these financial
      statements


23


A PRECIA,
        INC.
 (A
        DEVELOPMENT STAGE COMPANY)
 NOTES
        TO
        FINANCIAL STATEMENTS
 
 
 Note
        1
        -  Summary
        of Significant Accounting Policies
 
 Organization
 
 Aprecia,
        Inc. (the Company, was incorporated on December 15, 2005 under the laws of
        the
        State of Delaware. The Company has selected June 30 as its fiscal year
        end.
 
 The
        Company has not yet generated revenues from planned principal operations
        and is
        considered a development stage company as defined in Statement of Financial
        Accounting Standards (‘SFAS’) No. 7. The Company originally had planned on
        becoming involved in the business of identifying money laundering in various
        sporting venues. It has since dropped such plans and is now seeking other
        business opportunities but has not yet identified any such opportunity. There
        is
        no assurance, however, that the Company will achieve its objectives or
        goals.
 
 Cash
        and Cash Equivalents
 
 The
        Company considers all highly-liquid investments purchased with a maturity
        of
        three months or less to be cash equivalents.
 
 Revenue
        Recognition
 
 The
        Company utilizes the accrual method of accounting.
 
 Advertising
        Costs
 
 Advertising
        costs will be charged to operations when incurred. The Company did not incur
        any
        advertising costs during the year ended June 30, 2008 or for the period December
        15, 2005 (inception) through June 30, 2008.
 
 Income
        Taxes
 
 The
        Company accounts for income taxes using the asset and liability method described
        in SFAS No. 109, “Accounting For Income Taxes”, the objective of which is to
        establish deferred tax assets and liabilities for the temporary difference
        between the financial reporting and the tax bases of the Company’s assets and
        liabilities at enacted tax rates expected to be in effect when such amounts
        are
        realized or settled. A valuation allowance related to deferred tax assets
        is
        recorded when it is more likely than not that some portion or all of the
        deferred tax assets will not be realized.
 
 Loss
        Per Share
 
 The
        computation of loss per share is based on the number weighted average of
        common
        shares outstanding during the period presented. Diluted loss per common share
        is
        the same as basic loss per common share as the effect of potentially dilutive
        securities (convertible debentures - 4,166,667 shares and common stock warrants
        - 583,111 at June 30, 2008 and June 30, respectively) are
        anti-dilutive.
  24
 
 APRECIA,
        INC.
 (A
        DEVELOPMENT STAGE COMPANY)
 NOTES
        TO
        FINANCIAL STATEMENTS
  Note
        1
        -  Summary
        of Significant Accounting Policies (Continued)
 
 Accounting
        Estimates
 
 The
        preparation of financial statements in conformity with generally accepted
        accounting principles in the United States of America requires management
        to
        make estimates and assumptions that affect the reported amounts of assets
        and
        liabilities, the disclosures of contingent assets and liabilities at the
        date of
        the financial statements, and the reported amount of revenues and expenses
        during the reported period. Actual results could differ from those
        estimated.
 
 Fair
        Value of Financial Instruments
 
 The
        carrying value of cash, notes payable and accrued liabilities approximates
        fair
        value because of the immediate or short-term maturity of these financial
        instruments.
 
 Software
        Development
 
 Software
        development costs are charged to expense as incurred. The Company incurred
        software development costs of $14,000 during the year ended June 30, 2008,
        and
        $228,985 for the period December 15, 2005 (inception) through June 30,
        2008.
 
 Reclassifications
 
 Certain
        items in these financial statements have been reclassified to conform to
        the
        current period presentation.
 
 Recently
        Enacted Accounting Standards
 
 SAB
        108
 
 In
        September 2006, the SEC staff issued Staff Accounting Bulletin No. 108,
        Considering the Effects of Prior Year Misstatements when Quantifying
        Misstatements in Current Year Financial Statements (“SAB 108”). SAB 108 was
        issued in order to eliminate the diversity in practice surrounding how public
        companies quantify financial statement misstatements. SAB 108 requires that
        registrants quantify errors using both a balance sheet and income statement
        approach and results in a misstated amount that, when all relevant quantitative
        and qualitative factors are considered, is material. The Company has considered
        the SAB 108 to be not material.
 
 SFAS
        157
 
 In
        September 2006, the FASB issued Statement of Financial Accounting Standards
        No.
        157, Fair Value Measurements (“SFAS 157”). SFAS 157 provides a common definition
        of fair value and establishes a framework to make the measurement of fair
        value
        in generally accepted accounting principles more consistent with comparable.
        SFAS 157 also requires expanded disclosures to provide information about
        the
        extent to which fair value is used to measure assets and liabilities, the
        methods and assumptions used to measure fair value, and the effect of fair
        value
        measures on earnings. SFAS 157 is effective for the Company’s year ended 2008,
        although early adoption is permitted. The adoption of SFAS 157 did not impact
        the Company’s results of operation and financial condition.




NOTE
      2 -   Going
      Concern





The
      Company incurred net losses of $339,242 for the year ended June 30, 2008 and
      $1,312,332 for the period December 15, 2005 (inception) to June 30, 2008. In
      addition, the Company has a working capital deficiency of $1,021,216 and a
      stockholders’ deficiency of $1,020,262 at June 30, 2008. These factors raise
      substantial doubt about the Company’s ability to continue as a going
      concern.





The
      Company is attempting to address its lack of liquidity by raising additional
      funds, either in the form of debt or equity or some combination thereof. In
      addition, the Company is seeking other business opportunities but has not yet
      identified any such opportunity. There can be no assurances that the Company
      will be able to raise the additional funds it requires.


25





APRECIA,
      INC.


(A
      DEVELOPMENT STAGE COMPANY)


NOTES
      TO
      FINANCIAL STATEMENTS





NOTE
      3 -   Convertible
      Debentures





The
      Company entered into a Securities Purchase Agreement dated as of March 10,
      2006,
      with four investors relating to the issuance and sale, in a private placement
      exempt from the registration requirements of the Securities Act of 1933, as
      amended (the “1933 Act”), of 7% Convertible Debentures in the principal amount
      of $500,000. Accrued interest on the convertible debentures as of June 30,
      2008
      was $80,694. The debentures are collateralized by all of the now owned and
      hereafter acquired rights, title and interest of the Company’s
      assets.





The
      debentures matured on March 10, 2008 and are currently in default. The
      debentures are convertible at the option of the holder into the Company’s common
      stock at the rate of $.12 per share. Expenses incurred in connection with the
      private offering of the debentures were $185,000. Such expenses are carried
      as
      deferred finance costs and were amortized over the term of the
      debt.





Since
      a
      registration statement covering the underlying common stock was not filed within
      90 days, the Company is required to pay liquidated damages of 2% of the
      principal amount of $500,000 per month plus interest at the rate of 18% if
      the
      Company fails to pay the liquidated damages within seven days. Accordingly,
      the
      Company has accrued $106,667 in liquidated damages and $30,850 interest on
      the
      liquidated damages as of June 30, 2008.





NOTE
      4 -   Notes
      Payable





In
      May
      2007 the Company sold $187,000 principal of 7% secured promissory notes (the
      “Notes”) and 500,000 Class A Common Stock purchase warrants (the “Warrants”)
      (collectively, the “Securities”) for an aggregate purchase price of $170,000.
      The Notes were due September 2007 and are secured by the Company’s assets. The
      Warrants have an exercise price of $.18 per share and a term of five years.
      In
      connection with the sale of the Securities, the Company issued as broker’s fees:
      (i) 83,111 common stock purchase warrants ($.18 exercise price, five year term)
      and (ii) a promissory note in the amount of $14,963. In addition, the Company
      incurred legal fees of approximately $30,500 in connection with the sale of
      the
      Securities. These costs were amortized over the life of the related debt.
      The debentures are collateralized by all of the now owned and hereafter acquired
      rights, title and interest of the Company’s assets. The Company is currently
      accruing interest at the default rate of 18% per annum. Total accrued interest
      as of June 30, 2008 is $40,180.





NOTE
      5 -   Loan
      Payable – Related Party





During
      the twelve months ended June 30, 2008 a stockholder loaned the Company a total
      of $64,000. The loan bears interest at 6% per annum and is due November 2008.
      Interest accrued and owed on this loan amounted to $863.





NOTE
      6 -   Common
      Stock





In
      March
      2006, the Company sold 4,510,000 shares of common stock valued at $451 to the
      founders of the Company.




In
      March
      2006, the Company issued 9,700,000 shares of common stock valued at $970 for
      software development costs.




In
      March
      2006, the Company sold 2,083,000 shares of common stock to a private investor
      for $50,000, and paid cash commissions of $5,000.




In
      October 2006, the Company completed a private placement of 468,264 shares of
      its
      common stock for gross proceeds of $56,190.


26







NOTE
      7
      -   Preferred
      Stock





The
      Company’s Board of Directors may, without further action by the Company’s
      stockholders, from time to time, direct the issuance of any authorized but
      unissued or unreserved shares of Preferred Stock in series and at the time
      of
      issuance, determine the rights, preferences and limitations of each series.
      The
      holders of the Preferred Stock may be entitled to receive a preference payment
      in the event of any liquidation, dissolution or winding-up of the Company before
      any payment is made to the holders of the Common Stock. Furthermore, the Board
      of Directors could issue Preferred Stock with voting and other rights that
      could
      adversely affect the voting power of the holders of the Common
      Stock.





NOTE
      8 -   Related
      Party Transactions





In
      September 2007 the Company agreed to provide its CEO with a full release from
      all non-complete and non-solicitation clauses in their agreements, either
      written and oral, and either explicit and implied, in exchange for full
      settlement of any outstanding debts owed to the CEO that are unpaid.
      Accordingly, $136,572 (the amount of indebtedness) was credited to additional
      paid-in capital in connection with such release. In addition, the Company
      granted the CEO a non-exclusive, worldwide, royalty-free right and license
      to
      use the Monitor Plus software source code, and all derivative works thereof,
      in
      return for agreement to render reasonable assistance in the winding down of
      the
      Company’s original business plans.





NOTE
      9
      -   Commitments
      and Contingencies





Legal Proceedings





From
      time
      to time, the Company is named in legal actions in the normal course of business.
      In the opinion of management, the outcome of these matters, if any, will not
      have a material impact on the financial condition or results of operations
      of
      the Company.





NOTE
      10
      -   Income
      Taxes





At
      June
      30, 2008, the Company had net operating loss carry-forwards for federal tax
      purposes of approximately $1,295,000 which are available to offset future
      taxable income, if any, through 2026. Under Federal Tax Law IRC Section 382,
      certain significant changes may restrict the utilization of these loss
      carry-forwards.





At
      June
      30, 2008 the Company had deferred tax asset of approximately $440,469
      representing the benefit of its net operating carry-forwards. The Company has
      not recognized the tax benefit because realization of the tax benefit is
      uncertain and thus a valuation allowance has been fully provided against the
      deferred tax asset. The difference between the federal Statutory Rate of 34%
      and
      the Company’s effective tax rate of 0% is due to an increase in the valuation of
      allowance of approximately $440,469.


27







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





On
      September 24, 2008, the Company changed its independent registered public
      accounting firm from Wolinetz, Lafazan & Company, CPA's, P.C. (“ **Wolinetz** ”)
      to **Michael
      F. Albanese, CPA (“Albanese”)** as
      our
      new independent accountants to audit our financial statements for the fiscal
      year ending June 30, 2008. This change was made solely in an effort to reduce
      our overall cost given our limited resources.





The
      report of Wolinetz on the financial statements for the fiscal year ended June
      30, 2007 did not contain any adverse opinion or disclaimer of opinion or was
      qualified or modified as to uncertainty, audit scope or accounting principles,
      except for the following:




“...the
      Company has incurred operating losses since inception, has had no revenues
      and
      has not commenced planned principal operations. These factors raise substantial
      doubt about the Company’s ability to continue as a going concern. Management’s
      plans regarding those matters are also described in Note 2. The financial
      statements do not include any adjustments that might result from the outcome
      of
      this uncertainty.”




**ITEM
      9A.**  **CONTROLS
      AND PROCEDURES**




***Evaluation
      of Disclosure Controls and Procedures***





An
      evaluation was carried out under the supervision and with the participation
      of
      the Company’s management, including its principal executive officer and
      principal financial officer (one person), of the effectiveness of the design
      and
      operation of the Company’s disclosure controls and procedures (as defined in
      Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period
      covered by this Report. Based upon that evaluation, the principal executive
      officer and principal financial officer (one person) concluded that those
      disclosure controls and procedures were effective to ensure that information
      required to be disclosed by the Company in the reports that it files or submits
      under the Exchange Act is recorded, processed, summarized and reported, within
      the time periods specified in the Commission’s rules and forms and that such
      information is accumulated and communicated to the Company’s management,
      including the principal executive officer and principal financial officer (one
      person), as appropriate, to allow timely decision regarding
      disclosure.





During
      the period covered by this Report, there were no changes in the Company’s
      internal control over financial reporting that have materially affected, or
      are
      reasonably likely to materially affect, the Company’s internal control over
      financial reporting. There were no significant deficiencies or material
      weaknesses, and therefore there were no corrective actions taken.




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





We
      are
      responsible for establishing and maintaining adequate internal control over
      financial reporting (as defined in Rule 13a-15(f) or 15d-15(f) under the
      Exchange Act). Under the supervision and with the participation of our
      management, including our principal executive officer and chief financial
      officer, we conducted an evaluation of the effectiveness of our internal control
      over financial reporting based on the framework in *Internal Controls — Integrated Framework* issued
      by the Committee of Sponsoring Organizations of the Treadway Commission, and
      the
      related guidance provided in *Internal Control Over Financial Reporting — Guidance for Smaller Public
      Companies* also
      issued by the Committee of Sponsoring Organizations of the Treadway
      Commission.


28







Our
      internal control over financial reporting is a process designed to provide
      reasonable assurance regarding the preparation and fair presentation of
      financial statements for external purposes in accordance with generally accepted
      accounting principles. Internal control over financial reporting includes those
      policies and procedures that (i) pertain to the maintenance of records that
      in
      reasonable detail accurately and fairly reflect the transactions and
      dispositions of our assets; (ii) provide reasonable assurance that transactions
      are recorded as necessary to permit preparation of financial statements in
      accordance with generally accepted accounting principles, and that our receipts
      and expenditures are being made only in accordance with authorizations of our
      management and directors; and (iii) provide reasonable assurance regarding
      prevention or timely detection of unauthorized acquisition, use or disposition
      of our assets that could have a material effect on the financial
      statements.





Because
      of its inherent limitations, internal control over financial reporting may
      not
      prevent or detect misstatements. Also, projections of any evaluation of
      effectiveness to future periods are subject to the risk that controls may become
      inadequate because of changes in conditions, or that the degree of compliance
      with the policies or procedures may deteriorate.





Based
      on
      our evaluation under the framework in *Internal Controls — Integrated Framework* ,
      our
      management concluded that our internal control over financial reporting was
      effective as of June 30, 2008.





This
      annual report does not include an attestation report of our independent
      registered public accounting firm regarding internal control over financial
      reporting. Our internal control over financial reporting was not subject to
      attestation by our independent registered public accounting firm pursuant to
      temporary rules of the SEC that permit us to provide only management’s report in
      this annual report.




**ITEM
      9B.**  **OTHER INFORMATION**




None.




**PART
      III**




**ITEM
      10.**  **DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**




***Directors
      and Executive Officers***




The
      following persons are our executive officers and directors and hold the offices
      set forth opposite their names.





**Name**
            
            **Age**
            
            **Position**Isidore
                Sobkowski
            
            52
            
            President,
                Chief Executive Officer, Interim Chief Financial Officer and
                DirectorSolomon
                Lax
            
            49
            
            Director




29







***Directors
      and Executive Biographies***





***Isidore
      Sobkowski*** .
      Mr.
      Sobkowski was the lead cyber security consultant at the National Thoroughbred
      Racing Association. An expert in the areas of artificial intelligence,
      predictive software and cyber security, Mr. Sobkowski served on the Board of
      Directors and as a Member of the Audit Committee of Astea International from
      June 2000 through January 2004. He also serves as founder, President and Chief
      Executive Officer of Self Service Technologies. Previously, he led a number
      of
      successful technology companies, including Professional Help Desk (“PHD”). Upon
      PHD’s acquisition by Computer Associates, Mr. Sobkowski was employed as a
      Division Vice President at Computer Associates. A published author and
      international speaker, Mr. Sobkowski received Bachelors and Masters of Science
      degrees in Computer Science from The City University of New York as well as
      a
      professional certification in Artificial Intelligence from New York
      University.





***Solomon
      Lax*** .
      Since
      1998, Mr. Lax has been a partner in CS Capital Partners LLC, an early stage
      venture capital firm. Since 2000 through 2006, Mr. Lax served as a member of
      the
      Board of Directors of Home Décor Products, an internet retailer. Since 2006, Mr.
      Lax has served as Chief Executive Officer of Grace American Capital, LLC, a
      specialty finance company. Mr. Lax has also been a principal in Cato Capital
      LLC, a registered broker dealer, since 2006.





***Board
      of Directors***





Our
      Board
      of Directors (“ **Board** ”)
      are
      elected by the vote of a majority in interest of the holders of our voting
      stock
      and hold office until the expiration of the term for which he or she was elected
      and until a successor has been elected and qualified.





A
      majority of the authorized number of directors constitutes a quorum of the
      Board
      for the transaction of business. Both of the directors must be present at the
      meeting to constitute a quorum. However, any action required or permitted to
      be
      taken by the Board may be taken without a meeting if all members of the Board
      individually or collectively consent in writing to the action.





Directors
      may receive compensation for their services and reimbursement for their expenses
      as shall be determined from time to time by resolution of the Board. Each of
      our
      directors currently receives no compensation for their service on our
      Board.




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




Section
      16(a) of the Exchange Act requires that a company’s directors and certain of its
      officers file reports of ownership and changes of ownership of such company’s
      common stock with the SEC. Based solely on copies of such reports provided
      to
      us, we believe that all directors and officers filed on a timely basis all
      such
      reports required of them with respect to stock ownership and changes in
      ownership during fiscal year ended June 30, 2008.




***Code
      of Ethics***




Our
      Board
      has not adopted a code of ethics that applies to all of our directors, employees
      and officers, including our principal executive officer, principal financial
      officer, principal accounting officer or controller, or persons performing
      similar functions.




***Committees***




Since
      inception, we have never had any audit committee or any other committee of
      the
      Board.





**ITEM
      11.**  **EXECUTIVE
      COMPENSATION**


The
        following table summarizes the compensation paid to our Chief Executive Officer
        for services rendered in all capacities to us during the years ended June
        30,
        2008, 2007 and 2006. There were no other compensated executive officers during
        the years ended June 30, 2008, 2007 and 2006.


30







**Long-Term Compensation****Annual Compensation**
            
            
            
            **Awards****Name and Principal**
              **Position**
            
            **Year**
            
            **Salary ($)**
            
            **Bonus**
              **($)**
            
            **Restricted**
              **Stock**
              **Awards ($)**
            
            **Securities**
              **Underlying**
              **Options/SARs**
              **(#)**
            
            **Non-Equity**
              **Incentive Plan**
              **Compensation**
            
            **Non-Qualified**
              **Deferred**
              **Compensation**
              **Earnings**
            
            **All Other**
              **Compensation**
              **($)**
            
            **Total**
              **Compensation**
              **($)**Isidore
                Sobkowski
            
            
            2008
            
            
            46,573
            (1)
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            02007
            
            
            180,000
            (1)
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            91,9952006
            
            
            60,000
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            60,000




(1)
      Of
      this amount, $90,000 was paid in cash and the remainder represents accrued
      salary, which was ultimately contributed to paid-in capital on September 30,
      2007.




As
      of
      June 30, 2008, we have not entered into any employment agreements with Mr.
      Sobkowski or any other individual. **** Mr.
      Sobkowski is not currently receiving any compensation from the Company in
      exchange for his services; however, he is reimbursed for out of pocket expenses
      he incurs in providing services to the Company




**Outstanding
      Equity Awards at June 20, 2008**




During
      2008, Mr. Sobkowski was not granted any options or other equity from the
      Company.





**ITEM
              12.**
            **SECURITY
                OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND****MANAGEMENT
                AND RELATED STOCKHOLDER
                MATTERS**




Set
      forth
      below is the ownership, as of June 30, 2008, of the number of shares and
      percentage of our common stock beneficially owned by: (i) each of our directors,
      (ii) each of our executive officers listed in the above summary compensation
      table, (iii) all of our directors and executive officers as a group, and (iv)
      all person or entities known to beneficially own more than 5% of our outstanding
      common stock.




**Title of Class**
            
            **Name of Beneficial Owner**
            
            **Amount and Nature**
              **of**
              **Beneficial Owner**
            
            **Percent of Class**Common
                Stock
            
            Isidore
              Sobkowski
            
            
            9,700,000
            
            
            57.9
            %Common
                Stock
            
            Solomon
              Lax
            
            
            2,200,000
            
            
            13.1
            %Common
                Stock
            
            Michael
              Hartstein
            
            
            960,000
            
            
            5.7
            %Common
                Stock
            
            Eroom
              Systems, Inc.
            
            
            2,083,333
            
            
            12.4
            %Common
                Stock
            
            All
              executive officers and directors as a group
            
            
            11,900,000
            
            
            71.0
            %




* Indicates
      beneficial ownership of less than 1.0% of securities outstanding.




(1)  Unless
      otherwise indicated, the address of each beneficial owner is c/o Aprecia, Inc.,
      1177 High Ridge Rd., Stamford, CT 06905.


(2)  Applicable
      percentage ownership is based on 16,761,597 shares of common stock outstanding
      as of June 30, 2008, together with securities exercisable or convertible into
      shares of common stock within 60 days of June 30, 2008 for each stockholder.
      Beneficial ownership is determined in accordance with the rules of the SEC
      and
      generally includes voting or investment power with respect to securities. Shares
      of common stock that are currently exercisable or exercisable within 60 days
      of
      June 30, 2008, which are deemed to be beneficially owned by the person holding
      such securities for the purpose of computing the percentage of ownership of
      such
      person, but are not treated as outstanding for the purpose of computing the
      percentage ownership of any other person.


31









**ITEM
      13.****CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
      INDEPENDENCE**




***Related
      Transactions***




In
      March
      2006, the Company sold 4,510,000 shares of common stock valued at $451 to the
      founders of the Company.




On
      March
      6, 2006, we entered into the APA with Isidore Sobkowski, our Chief Executive
      Officer. Pursuant to the APA, we acquired certain assets from Mr. Sobkowski
      relating to software based on open source induction technology designed to
      enable the automatic discovery of patterns and the automatic creation of rules
      for raw data. In consideration of the purchase and sale of the Assets, we issued
      to Mr. Sobkowski 9,700,000 shares of our common stock.





On
      March
      6, 2006, Isidore Sobkowski (our sole executive officer and a director), Solomon
      Lax (a director) and a shareholder of our company, which collectively hold
      approximately 76% of our outstanding shares of common stock, entered into a
      Shareholder Voting Agreement. Each of the parties agreed to vote their shares
      for one director proposed by Mr. Sobkowski, one director proposed by Mr. Lax
      and
      one director jointly proposed by Mr. Sobkowski and Mr. Lax. Further, each party
      to the Shareholder Voting Agreement may only sell an amount of shares equal
      to
      1% of the total outstanding per quarter unless the other two parties consent
      to
      a sale in excess of 1% of the total outstanding assuming such sale is legally
      valid.





In
      September 2007 the Company agreed to provide Mr. Isidore Sobkowski, its Chief
      Executive Officer and Interim Chief Financial Officer with a full release from
      all non-complete and non-solicitation clauses in their agreements, either
      written and oral, and either explicit and implied, in exchange for full
      settlement of any outstanding debts owed to Mr. Isidore Sobkowski that are
      unpaid. Accordingly, $135,000 (the amount of indebtedness) was credited to
      additional paid-in capital in connection with such release. In addition, the
      Company granted Mr. Isidore Sobkowski a non-exclusive, worldwide, royalty-free
      right and license to use the Monitor Plus software source code, and all
      derivative works thereof, in return for agreement to render reasonable
      assistance in the winding down of the Company’s original business
      plans.





**Director
      Independence**




We
      do not
      have any independent directors.





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




***Audit
      Fees***




Audit
      fees include fees for audit or review services in accordance with generally
      accepted auditing standards and fees for services that generally only our
      auditors provide, such as statutory audits and review of documents filed with
      the SEC.





The
      aggregate fees, rounded to the nearest thousand dollars, billed by Wolinetz,
      independent registered public accountant, for consolidated auditing services
      to
      us for the years ended June 30, 2008 and June 30, 2007 were $6,000 and $24,000,
      respectively.





The
      aggregate fees, rounded to the nearest thousand dollars, billed by Albanese,
      independent registered public accountant, for consolidated auditing services
      to
      us for respect to the year ended June 30, 2008 were $7,500.




32







***Audit
      Related Fees***




Audit-related
      fees include fees for assurance and related services that are traditionally
      performed by our auditors. These services include due diligence on acquisition
      targets and consultation in connection with financial and accounting standards.





The
      aggregate fees, rounded to the nearest thousand dollars, paid to, or accrued
      for
      Wolinetz, our then independent registered public accountant, for audit-related
      services to us for the years ended June 30, 2008 and June 30, 2007 were
      $0.





The
      aggregate fees, rounded to the nearest thousand dollars, paid to, or accrued
      for
      Albanese, our independent registered public accountant, for audit-related
      services to us for the years ended June 30, 2008 were $0.





***Tax
      Fees***




Tax
      fees
      include fees for services that are performed by professional tax staff other
      than in connection with the audit. These services include tax compliance
      services, tax planning and tax advice. The aggregate fees, rounded to the
      nearest thousand dollars, paid to, or accrued for Wolinetz, independent
      registered public accountant, for tax services to us for the year ended June
      30,
      2008 and June 30, 2007 were $0.





Tax
      fees
      include fees for services that are performed by professional tax staff other
      than in connection with the audit. These services include tax compliance
      services, tax planning and tax advice. The aggregate fees, rounded to the
      nearest thousand dollars, paid to, or accrued for Albanese, independent
      registered public accountant, for tax services to us for the year ended June
      30,
      2008 were $0.




***All
      Other Fees***




During
      the year ended June 30, 2008 and June 30, 2007 the aggregate fees, rounded
      to
      the nearest thousand dollars, paid to, or accrued for Wolinetz, independent
      registered public accountant, for all other services were $0.





During
      the year ended June 30, 2008 the aggregate fees, rounded to the nearest thousand
      dollars, paid to, or accrued for Albanese, independent registered public
      accountant, for all other services were $0.


33







**PART
      IV**




**ITEM
      15.**  **EXHIBITS
      AND REPORTS ON FORM 8-K**




***a.***  ***Exhibits
      pursuant to Regulation S-K:***




**DESIGNATION**
              **OF EXHIBIT AS**
              **SET FORTH IN**
              **ITEM 601 OF**
              **REGULATION**
              **S-K**
            
            **DESCRIPTION**
            
            **LOCATION**3.1
            
            Articles of Incorporation
            
            Incorporated
                by Reference to the Registration Statement on Form SB-2 filed on
                November
                13, 2006 (File No. 333-138625).3.2
            
            Bylaws
            
            Incorporated
                by Reference to the Registration Statement on Form SB-2 filed on
                November
                13, 2006 (File No. 333-138625).4.1
            
            Securities
                Purchase Agreement dated March 10, 2006 by and between the Company
                and
                Alpha Capital Aktiengesellschaft, Double U Master Fund LP, Tobanna
                Enterprises Corp., and CMS Capital
            
            Incorporated
                by Reference to Amendment No. 1 to the Registration Statement on
                Form SB-2
                filed on December 27, 2006 (File No. 333-138625).4.2
            
            7%
                Convertible Debenture dated March 10, 2006 issued to Alpha Capital
                Aktiengesellschaft
            
            Incorporated
                by Reference to Amendment No. 1 to the Registration Statement on
                Form SB-2
                filed on December 27, 2006 (File No.
                333-138625).




4.3
            
            Registration
                Rights Agreement dated March 10, 2006 by and between the Company
                and Alpha
                Capital Aktiengesellschaft, Double U Master Fund LP, Tobanna Enterprises
                Corp., and CMS Capital
            
            Incorporated
                by Reference to Amendment No. 1 to the Registration Statement on
                Form SB-2
                filed on December 27, 2006 (File No. 333-138625).4.4
            
            Security
                Agreement dated March 10, 2006 by and between the Company and Alpha
                Capital Aktiengesellschaft, Double U Master Fund LP, Tobanna Enterprises
                Corp., and CMS Capital and Michael Hartstein, as collateral
                agent
            
            Incorporated
                by Reference to Amendment No. 1 to the Registration Statement on
                Form SB-2
                filed on December 27, 2006 (File No.
                333-138625).




34





4.5
            
            Collateral
                Agent Agreement dated March 10, 2006 by and between the Company and
                Alpha
                Capital Aktiengesellschaft, Double U Master Fund LP, Tobanna Enterprises
                Corp., and CMS Capital and Michael Hartstein, as collateral
                agent
            
            Incorporated
                by Reference to Amendment No. 1 to the Registration Statement on
                Form SB-2
                filed on December 27, 2006 (File No. 333-138625).4.6
            
            7%
                Convertible Debenture dated March 10, 2006
            
            Incorporated
                by Reference to Amendment No. 1 to the Registration Statement on
                Form SB-2
                filed on December 27, 2006 (File No. 333-138625).4.7
            
            7%
                Convertible Debenture dated March 10, 2006
            
            Incorporated
                by Reference to Amendment No. 1 to the Registration Statement on
                Form SB-2
                filed on December 27, 2006 (File No. 333-138625).4.8
            
            7%
                Convertible Debenture dated March 10, 2006
            
            Incorporated
                by Reference to Amendment No. 1 to the Registration Statement on
                Form SB-2
                filed on December 27, 2006 (File No. 333-138625).10.1
            
            Asset
                Purchase Agreement by and between Isidore Sobkowski and the Company
                dated
                March 6, 2006
            
            Incorporated
                by Reference to Amendment No. 1 to the Registration Statement on
                Form SB-2
                filed on December 27, 2006 (File No. 333-138625).10.2
            
            Voting
                Agreement by and between Michael Hartstein, Solomon Lax and Isidore
                Sobkowski
            
            Incorporated
                by Reference to Amendment No. 1 to the Registration Statement on
                Form SB-2
                filed on December 27, 2006 (File No. 333-138625).10.3
            
            Subscription
                Agreement by and among the Company, Alpha Capital Anstalt, and Harborview
                Master Fund L.P.
            
            Incorporated
                by Reference to the Company’s Current Report of Form 8-K filed on May 30,
                2007 (File No. 333-138625).10.4
            
            Form
                of Warrant issued by the Company to each of Alpha Capital Anstalt,
                and
                Harborview Master Fund L.P.
            
            Incorporated
                by Reference to the Company’s Current Report of Form 8-K filed on May 30,
                2007 (File No. 333-138625).10.5
            
            Form
                of Secured Note issued by the Company to each of Alpha Capital Anstalt
                and
                Harborview Master Fund L.P.
            
            Incorporated
                by Reference to the Company’s Current Report of Form 8-K filed on May 30,
                2007 (File No. 333-138625).10.6
            
            Consent
                Agreement by and among the Company, Alpha Capital Anstalt, and Harborview
                Master Fund L.P.
            
            Incorporated
                by Reference to the Company’s Current Report of Form 8-K filed on May 30,
                2007 (File No. 333-138625).31.1
            
            Certification
                of President and Chief Executive Officer (one person) pursuant to
                Rule
                13a-14(a)/15d-14(a) of the Exchange Act
            
            Provided
                Herewith




35







32.1
            
            Certification
                of President and Chief Executive Officer (one person) pursuant to
                18
                U.S.C. Section 1350 as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002
            
            Provided
                Herewith




***b.***  ***Reports
      on Form 8-K:***





None




36







**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, thereunto duly
      authorized.





**APRECIA,
                INC.**November
                12, 2008
            By:
            */s/
                Isidore Sobkowski*Isidore
                Sobkowski,
              President,
                Chief Executive Officer
              and
                Interim Chief Financial Officer
              (Principal
                Accounting Officer)




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




November
                12, 2008
            By:
            */s/
                Isidore Sobkowski*President,
                Chief Executive Officer,
              Interim
                Chief Financial Officer and Director
              (Principal
                Accounting Officer)November
                12, 2008
            By:
            */s/
                Solomon Lax*Director




37







**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


WASHINGTON,
      D.C. 20549





**FORM
      10-K**




x **ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE**


**SECURITIES
      EXCHANGE ACT OF 1934**




For
      the
      fiscal year ended June 30, 2008




*Commission
      file number 000-51968*





*Index
      to Exhibits*




**DESIGNATION**
              **OF EXHIBIT AS**
              **SET FORTH IN**
              **ITEM 601 OF**
              **REGULATION**
              **S-K**
            
            **DESCRIPTION**
            
            **LOCATION**3.1
            
            Articles of Incorporation
            
            Incorporated
                by Reference to the Registration Statement on Form SB-2 filed on
                November
                13, 2006 (File No. 333-138625).3.2
            
            Bylaws
            
            Incorporated
                by Reference to the Registration Statement on Form SB-2 filed on
                November
                13, 2006 (File No. 333-138625).4.1
            
            Securities
                Purchase Agreement dated March 10, 2006 by and between the Company
                and
                Alpha Capital Aktiengesellschaft, Double U Master Fund LP, Tobanna
                Enterprises Corp., and CMS Capital
            
            Incorporated
                by Reference to Amendment No. 1 to the Registration Statement on
                Form SB-2
                filed on December 27, 2006 (File No. 333-138625).4.2
            
            7%
                Convertible Debenture dated March 10, 2006 issued to Alpha Capital
                Aktiengesellschaft
            
            Incorporated
                by Reference to Amendment No. 1 to the Registration Statement on
                Form SB-2
                filed on December 27, 2006 (File No.
                333-138625).




4.3
            
            Registration
                Rights Agreement dated March 10, 2006 by and between the Company
                and Alpha
                Capital Aktiengesellschaft, Double U Master Fund LP, Tobanna Enterprises
                Corp., and CMS Capital
            
            Incorporated
                by Reference to Amendment No. 1 to the Registration Statement on
                Form SB-2
                filed on December 27, 2006 (File No.
                333-138625).




38





4.4
            
            Security
                Agreement dated March 10, 2006 by and between the Company and Alpha
                Capital Aktiengesellschaft, Double U Master Fund LP, Tobanna Enterprises
                Corp., and CMS Capital and Michael Hartstein, as collateral
                agent
            
            Incorporated
                by Reference to Amendment No. 1 to the Registration Statement on
                Form SB-2
                filed on December 27, 2006 (File No. 333-138625).4.5
            
            Collateral
                Agent Agreement dated March 10, 2006 by and between the Company and
                Alpha
                Capital Aktiengesellschaft, Double U Master Fund LP, Tobanna Enterprises
                Corp., and CMS Capital and Michael Hartstein, as collateral
                agent
            
            Incorporated
                by Reference to Amendment No. 1 to the Registration Statement on
                Form SB-2
                filed on December 27, 2006 (File No. 333-138625).4.6
            
            7%
                Convertible Debenture dated March 10, 2006
            
            Incorporated
                by Reference to Amendment No. 1 to the Registration Statement on
                Form SB-2
                filed on December 27, 2006 (File No. 333-138625).4.7
            
            7%
                Convertible Debenture dated March 10, 2006
            
            Incorporated
                by Reference to Amendment No. 1 to the Registration Statement on
                Form SB-2
                filed on December 27, 2006 (File No. 333-138625).4.8
            
            7%
                Convertible Debenture dated March 10, 2006
            
            Incorporated
                by Reference to Amendment No. 1 to the Registration Statement on
                Form SB-2
                filed on December 27, 2006 (File No. 333-138625).10.1
            
            Asset
                Purchase Agreement by and between Isidore Sobkowski and the Company
                dated
                March 6, 2006
            
            Incorporated
                by Reference to Amendment No. 1 to the Registration Statement on
                Form SB-2
                filed on December 27, 2006 (File No. 333-138625).10.2
            
            Voting
                Agreement by and between Michael Hartstein, Solomon Lax and Isidore
                Sobkowski
            
            Incorporated
                by Reference to Amendment No. 1 to the Registration Statement on
                Form SB-2
                filed on December 27, 2006 (File No. 333-138625).10.3
            
            Subscription
                Agreement by and among the Company, Alpha Capital Anstalt, and Harborview
                Master Fund L.P.
            
            Incorporated
                by Reference to the Company’s Current Report of Form 8-K filed on May 30,
                2007 (File No. 333-138625).10.4
            
            Form
                of Warrant issued by the Company to each of Alpha Capital Anstalt,
                and
                Harborview Master Fund L.P.
            
            Incorporated
                by Reference to the Company’s Current Report of Form 8-K filed on May 30,
                2007 (File No. 333-138625).10.5
            
            Form
                of Secured Note issued by the Company to each of Alpha Capital Anstalt
                and
                Harborview Master Fund L.P.
            
            Incorporated
                by Reference to the Company’s Current Report of Form 8-K filed on May 30,
                2007 (File No. 333-138625).




39







10.6
            
            Consent
                Agreement by and among the Company, Alpha Capital Anstalt, and Harborview
                Master Fund L.P.
            
            Incorporated
                by Reference to the Company’s Current Report of Form 8-K filed on May 30,
                2007 (File No. 333-138625).31.1
            
            Certification
                of President and Chief Executive Officer (one person) pursuant to
                Rule
                13a-14(a)/15d-14(a) of the Exchange Act
            
            Provided
                Herewith




32.1
            
            Certification
                of President and Chief Executive Officer (one person) pursuant to
                18
                U.S.C. Section 1350 as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002
            
            Provided
                Herewith




40