**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


WASHINGTON,
      D.C. 20549





**FORM
      10-KSB**




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


**SECURITIES
      EXCHANGE ACT OF 1934**




For
      the
      fiscal year ended June 30, 2007




** ̈** **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)







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




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of the registrant’s knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. x




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




For
      the
      year ended June 30, 2007, the issuer reported no revenues. The registrant’s
      equity was not publicly traded during the period covered by this Report and
      therefore the aggregate market value of the voting and non-voting common equity
      held by non-affiliates of the registrant as of the close of business June 30,
      2007 cannot be ascertained.




As
      of
      June 30, 2007, the registrant had 16,761,597 shares of Common Stock
      outstanding.










**TABLE
      OF CONTENTS**





**PAGE****PART
                I**ITEM
                1
            Description
                of Business
            
            3ITEM
                2
            Description
                of Property
            
            6ITEM
                3
            Legal
                Proceedings
            
            6ITEM
                4
            Submission
                of Matters to a Vote of Security Holders
            
            6**PART
                II**ITEM
                5
            Market
                for Registrant’s Common Equity, Related Stockholder Matters and issuer
                Purchases of Equity Securities
            
            7ITEM
                6
            Management’s
                Discussion and Analysis and Results of Operations
            
            7ITEM
                7
            Financial
                Statements
            
            15ITEM
                8
            Changes
                In and Disagreements with Accountant on Accounting and Financial
                Disclosure
            
            16ITEM
                8A
            Controls
                and Procedures
            
            16ITEM
                8B
            Other
                Information
            
            16**PART
                III**
            Submission
                of Matters to a Vote of Security HoldersITEM
                9
            Directors,
                Executive Officers, Promoters, Control Persons and Corporate Governance;
                Compliance with Section 16(a) of the Exchange Act
            
            17ITEM
                10
            Executive
                Compensation
            
            18ITEM
                11
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            
            19ITEM
                12
            Certain
                Relationships and Related Transactions
            
            19ITEM
                13
            Exhibits
            
            19ITEM
                14
            Principal
                Accountant Fees and Services
            
            21**SIGNATURES**
            
            22**CERTIFICATIONS**




2


**FORWARD-LOOKING
      STATEMENTS**




Some
      of
      the statements under “business”, “Risk Factors,” “Management's Discussion and
      Analysis of Financial Condition and Results of Operations,” and elsewhere in
      this Annual Report on Form 10-KSB constitute forward-looking statements. These
      statements relate to future events or our strategy, future operations, future
      financial position, future revenues, projected costs, prospects, and the plans
      and objectives of management and involve known and unknown risks, uncertainties
      and other factors that may cause our or our industry's actual results, levels
      of
      activity, performance or achievements to be materially different from any future
      results, levels of activity, performance or achievements expressed, implied
      or
      inferred by these forward-looking statements. Such factors include, among other
      things, those listed under "Risk Factors" and elsewhere in this Annual Report.
      In some cases, you can identify forward-looking statements by terminology such
      as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “intends,”
“anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or
      the negative of such terms and other comparable terminology.




Although
      we believe that the expectations reflected in the forward-looking statements
      are
      reasonable, we do not know whether we can achieve positive future results,
      levels of activity, performance, or goals. Actual events or results may differ
      materially. We undertake no obligation to update any of the forward-looking
      statements after the date of this Annual Report to conform those statements
      to
      reflect the occurrence of unanticipated events, except as required by applicable
      law.




**PART
      I**




**ITEM
      1. DESCRIPTION OF BUSINESS**




**Company
      Overview**




Aprecia
      Inc., (“we”, “Aprecia”, or the “Company”) was formed 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 have marketed
      our
      products through a partner/distributor primarily to regulatory bodies. 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. Because of our inability to satisfy these objectives,
      we have substantially curtailed our operations and there is substantial doubt
      about our ability to continue as a going concern. As a result, we have explored
      strategic and financial alternatives, including a sale of the Company. However,
      at this time, there is no assurance that we will be successful in our efforts
      to
      sell Aprecia or obtain additional financing to fund our operations.




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. Upon entering into the APA, Mr. Sobkowski was appointed as an
      executive officer of the Company. 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
      common stock.




Also
      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.




3




***Industry
      Background***





Because
      of the many jobs created by the thoroughbred racing industry, the industry
      provides the only form of wagering in the United States that enjoys an exemption
      from federal laws that prohibit “wire wagering”. For example, a wager can
      legally be placed on a horse race via the Internet. Wagering on thoroughbred
      racing is currently permitted in a majority of U.S. states. However, the
      Company’s management believed that the current lack of a cyber wagering security
      framework threatened the thoroughbred racing industry’s unique wagering
      franchise. Illegal wagering activity in recent years, notably the Breeders’ Cup
      scandal in November 2002, has raised awareness of the need for a more secure
      wagering environment. There are several different ways to wager on thoroughbred
      racing. In addition to live on track wagering, most racetracks allow wagers
      to
      be placed on simulcast races that occur at other tracks. For example, for a
      given race, it might be possible to place a wager at Belmont Park in New York
      City for a race that is taking place at Hollywood Park in Los Angeles. Wagers
      can also be placed at numerous Off Track Betting (“OTB”) parlors around the
      country. Finally, the Internet is increasingly serving as a venue for
      thoroughbred racing wagering. The increase in remote and cyber wagering presents
      a challenge to both the security and integrity of the thoroughbred racing
      industry. As new technologies such as handheld wireless wagering devices are
      introduced, the demand for security solutions is expected to grow.





***Products
      and 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.





***Marketing
      and Distribution***





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. In addition to the thoroughbred racing market, we believes that there
      were other potential markets for our technology, including industries that
      could
      benefit from pattern detection of security breaches, attempted cyber fraud,
      and
      cyber risks. We expected to offer up to three additional targeted products
      during 2006-2009 that were designed to serve the lottery, casino, banking and
      homeland security industries. In addition, we had explored possible acquisitions
      in order to facilitate the growth of the Company and our proposed product
      offerings. However, we were unable to do either and as of the date of this
      Report, there remains substantial doubt as to likelihood of our accomplishing
      either goal.




4




***Government
      Regulation***





Thoroughbred
      racing and wagering is permitted in a majority of U.S. States (“U.S. Racing
      States”). Each U.S. Racing State regulates racing and wagering independently.
      Canada regulates racing and wagering on the federal level. The Association
      of
      Racing Commissioners International (“RCI”) is an association whose members
      include the regulators of U.S. Racing States and Canada.





***Intellectual
      Property***





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.





***Research
      and Development***





Under
      the
      direction of Mr. Sobkowski, research and development was outsourced to TeraCode,
      Inc. of Waltham, Massachusetts. TeraCode maintains an offshore development
      facility in Buenos Aires, Argentina. Under contract, TeraCode provided a team
      of
      developers for the MonitorPlus project. However, as of the date of this Report,
      no services are currently being provided to the Company by TeraCode and we
      have
      no plans to re-engage TeraCode.





***Competition***





As
      of the
      date of this Report, we are unaware of any comparable, commercially available
      products in the thoroughbred racing industry. Potential competition could come
      from home grown systems created by industry stakeholders such as racetracks
      or
      industry associations.





***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, 2007, 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.




5




***Subsequent
      Events***




Related
      Party Transactions




In
      September 2007, we agreed to provide our CEO, Mr. Sobkowski, with a full release
      from all non-compete and non-solicitation clauses in his agreements, either
      written and oral, and either explicit and implied, in exchange for full
      settlement of any outstanding debts owed to him that are unpaid. In addition,
      we
      granted the CEO a non-exclusive, worldwide, royalty-free right and license
      to
      use the MonitorPlus software source code, and all derivative works therof,
      in
      return for agreement to render reasonable assistance in the winding-down of
      the
      Compnay’s original business plans. That winding-down continues as of the date of
      this Report.




As
      of the
      date of this Report, 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.




**ITEM
      2. DESCRIPTION OF PROPERTY**




In
      order
      to reduce start-up 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**




None.




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




None.




6




**PART
      II**




**ITEM
      5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS**




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, and the National Association of Securities Dealers (the
“NASD”) 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, 2007, there were approximately 55 holders of record of our common
      stock.




***Dividends***




We
      have
      never paid any dividends to our equity holders. We has 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.




***Equity
      Compensation Plans***





As
      of
      June 30, 2007, 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.




During
      the quarter ended June 30, 2007, we did not repurchase any shares as part of
      any
      publicly announced plans or programs or otherwise .




**ITEM
      6. MANAGEMENT’S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS.**




**Results
      of Operations**





***Overview***




We
      had
      partnered with ESI Integrity Inc. so that Aprecia’s MonitorPlus artificial
      intelligence based transactional analysis capability would integrate into ESI’s
      industry-leading Integrity product to provide alerting of suspicious patterns
      and activity. The combined technologies would have had the potential to assist
      gaming operators and regulators in controlling the risks associated with fraud
      and money laundering as it is related to gaming and lottery. However, this
      partnership did not develop as we had planned and consequently there is
      substantial doubt as to our ability to continue as a going concern.




In
      an
      attempt to maximize returns from investments in research and development
      (“R&D”), we subcontracted our development work to third parties. To be
      successfully incorporated in customers’ end products, we would have had to offer
      qualified solutions at a time when customers were developing their design
      specifications for their end products. We would have also had to make
      significant investments in R&D to expand our product offering and develop
      leading-edge products and process technologies to demonstrate advanced
      functionality and performance to the end user. Notwithstanding our considerable
      efforts, these objectives were never achieved.




7




***Revenues***





We
      have
      not generated revenues from planned principal operations and we are considered
      a
      development stage company as defined in Statement of Financial (“SFAS”) No. 7.
      We originally had planned on becoming involved in the business of identifying
      money laundering in various sporting venues, but have since dropped such plans
      and are now seeking to sell the Company or obtain additional financings.
      However, there is no assurance that we will achieve either goal.





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. In addition to the thoroughbred racing market, we believes that there
      were other potential markets for our technology, including industries that
      could
      benefit from pattern detection of security breaches, attempted cyber fraud,
      and
      cyber risks. We expected to offer up to three additional targeted products
      during 2006-2009 that were designed to serve the lottery, casino, banking and
      homeland security industries. In addition, we had explored possible acquisitions
      in order to facilitate the growth of the Company and our proposed product
      offerings. However, we were unable to do either and as of the date of this
      Report, there remains substantial doubt as to likelihood of our accomplishing
      either goal.





***Costs
      and Expenses***





Costs
      and
      expenses were $486,440 for the year ended June 30, 2007 compared to $154,378
      for
      the year ended June 30, 2006, and consisted primarily of officer’s compensation
      and software development. Costs and expenses for the period December 15, 2005
      (inception) to June 30, 2007 was $640,818.





***Going
      Concern***





We
      incurred net losses of $233,385 for the three months ended September 30, 2007,
      and $1,206,475 for the period December 15, 2005 (inception) to September 30,
      2007. In addition, we have a working capital deficiency of $958,757 and a
      stockholders' deficiency of $915,977 at September 30, 2007. 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.




8




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. There can be no
      assurances that we will be able to raise the additional funds we
      requires.




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.





Accordingly,
      as of the date of this Report, 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.





***Financing
      Activities***





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. Accrued interest on the convertible debentures as of June
      30, 2007 was $45,694. 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 are being
      amortized over the term of the debt.




In
      May
      2007, we 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 are due September 2007 and are secured by the Company’s assets. The
      Warrants have an exercise price of $0.18 per share and a term of five years.
      In
      connection with the sale of the Securities, we issued as broker’s fees: (i)
      83,111 common stock purchase warrants ($0.18 exercise price, five year term)
      and
      (ii) a promissory note in the amount of $14,963. In addition, we incurred legal
      fees of approximately $30,500 in connection with the sale of the
      Securities.




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.





***Liquidity
      and Capital Resources***




As
      of
      June 30, 2007, we had $60,624 in cash and equivalents. This
      balance was insufficient to satisfy our cash requirements for the remainder
      of
      2007 and as such we have had to obtain short-term financing from third parties.
      However, such funding is insufficient to fund the Company as a going concern
      and
      as such we must obtain additional funding in a very short period of time, 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.




9




***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.




***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
      expenses 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.




10




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.




**Recently
      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 may adopt SFAS No. 159 at the beginning of 2008.
      The
      impact of the adoption of SFAS No. 159 will be dependent on the extent to which
      the Company elects to measure eligible items at fair value.




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 and does not expect the adoption to have
      significant impact on the Company’s financial position or results of
      operations.




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 Company
      does
      not expect the adoption of SFAS No. 158 to have a significant impact on its
      financial position or results of operations.




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
      Company is evaluating the impact this statement will have on its consolidated
      financial statements.





11





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.





**Risk
      Factors**





***There
      Is Substantial Doubt As to Our Ability to Continue As a Going Concern Absent
      The
      Company Being Sold.***





As
      of
      June 30, 2007, we had $60,624 in cash and equivalents. This
      balance was insufficient to satisfy our cash requirements for the remainder
      of
      2007 and as such we have had to obtain short-term financing from third parties.
      However, such funding is insufficient to fund the Company as a going concern
      and
      as such we must obtain additional funding in a very short period of time, sell
      the Company or cease operations. As of the date of this Report, Management
      believes that the only viable option for the Company is to sell Aprecia to
      a
      third party and as such we have started to market the Company for sale. 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, 2007 And Since Inception, And
      Losses Will Continue In The Future Unless We Sell The
      Company.***





For
      the
      fiscal year ended June 30, 2007, we incurred a net loss of $762,986 and for
      the
      period December 15, 2005 (inception) to June 30, 2007, we incurred a net loss
      of
      $973,090. 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.




12




***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
      is
      largely dependent on the efforts of Isidore Sobkowski, our President, Chief
      Executive Officer and Interim Chief Financial Officer. If he becomes unable
      or
      unwilling to continue in that role, our prospects for a successful sale will
      be
      adversely affected.





***We
      Are Not Able To Generate Sufficient Cash Flows To Fund Our Operations And Make
      Adequate Capital Investments*** *.*





Our
      cash
      flow from operations depends primarily on the volume of selling prices and
      per
      unit manufacturing costs. To develop new product and process technologies,
      support future growth, achieve operating efficiencies and maintain product
      quality, the Company would had to have made significant capital investments
      in
      facilities and capital equipment, research and development, and product and
      process technology. We have from time to time utilized external sources of
      financing. Access to capital markets has historically been very important to
      us.
      Depending on market conditions, we had planned to issue registered or
      unregistered securities to raise capital to fund a portion of our operations.
      However, given our current situation, we are unable to generate sufficient
      cash
      flows to fund our operations, make adequate capital investments or access
      capital markets on acceptable terms, and this inability to do so will have
      a
      material adverse effect on our business and results of operations unless we
      can
      sell the Company.





***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 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.





***Product
      Development Is Not Possible At This Time.***





We
      had
      planned to develop new products that complemented our traditional products
      or
      leveraged our underlying design or process technology. However, we were unable
      to make significant investments in our product and process technologies. In
      light of our present financial problems and the lack of capital, we are not
      able
      to further develop MonitorPlus or any other products unless and until such
      funding is secured or the Company is sold. At this time, we cannot offer any
      assurances that either will occur.





13




***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.





14


**ITEM
      7. FINANCIAL STATEMENTS & SUPPLEMENTAL INFORMATION**




**INDEX
      TO CONDENSED FINANCIAL STATEMENTS**


**AND
      FINANCIAL STATEMENT SCHEDULES**





Balance
                Sheet as of June 30, 2007
            
            F-2Statements
                of Operations for the years ended June 30, 2007 and June 30,
                2006
            
            F-3Statement
                of Stockholders' Equity for the year ended June 30,
                2007
            
            F-4Statements
                of Cash Flows for the years ended June 30, 2007 and 2006
            
            F-5Notes
                to Financial Statements
            
            F-7





15


REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Board
        of
        Directors and Stockholders
 Aprecia,
        Inc.
 
 We
        have
        audited the accompanying balance sheet of Aprecia, Inc. (a Development Stage
        Company) (“the Company”) as of June 30, 2007 and the related statements of
        operations, stockholders’ deficiency and cash flows for the year ended June 30,
        2007, the period December 15, 2005 (inception) to June 30, 2006 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 financial position of Aprecia, Inc. at June 30, 2007,
        and
        the results of its operations and its cash flows for for the year ended June
        30,
        2007, the period December 15, 2005 (inception) to June 30, 2006 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
  F-1
  APRECIA,
        INC.
 (A
        DEVELOPMENT STAGE COMPANY)
 BALANCE
        SHEET
 JUNE
        30, 2007
  ASSETSCurrent
                  Assets:Cash
                  and Cash Equivalents
              
              $
              60,624Total
                  Current Assets
              
              
              60,624Property
                  and Equipment, Net
              
              
              1,908Deferred
                  Finance Costs, Net
              
              
              93,812Total
                  Assets
              
              $
              156,344LIABILITIES
                  AND STOCKHOLDERS’ DEFICIENCYCurrent
                  Liabilities:Convertible
                  Debentures
              
              $
              500,000Notes
                  Payable, Net of Unamortized Discount of $37,654
              
              
              164,306Accrued
                  Expenses
              
              
              146,252Accrued
                  Liquidated Damages
              
              
              106,667Accrued
                  Interest
              
              
              62,737Total
                  Current Liabilities
              
              
              979,962Commitments
                  and ContingenciesStockholders’
                  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
              
              
              153,822Deferred
                  Finance Costs, Net
              
              
              (6,026
              )Deficit
                  Accumulated During the Development Stage
              
              
              (973,090
              )Total
                  Stockholders’ Deficiency
              
              
              (823,618
              )Total
                  Liabilities and Stockholders’ Deficiency
              
              $
              156,344
  The
        accompanying notes are an integral part of these financial
        statements.
  F-2
  APRECIA,
        INC.
 (A
        DEVELOPMENT STAGE COMPANY)
 STATEMENT
        OF OPERATIONS
 
 For
                  the Year Ended June 30, 2007
              
              For
                  the Period December 15, 2005 (Inception) to June 30, 2006
              
              For
                  the Period December 15, 2005 (Inception) to June 30, 2007Net
                  Revenues
              
              $
              -
              
              $
              -
              
              $
              -Costs
                  and Expenses:Officer’s
                  Compensation
              
              
              180,000
              
              
              60,000
              
              
              240,000Software
                  Development
              
              
              167,415
              
              
              47,570
              
              
              214,985Other
                  General and Administrative Expenses
              
              
              139,025
              
              
              46,808
              
              
              185,833Total
                  Costs and Expenses
              
              
              486,440
              
              
              154,378
              
              
              640,818Loss
                  from Operations
              
              
              (486,440
              )
              
              (154,378
              )
              
              (640,818
              )Other
                  Expenses:Amortization
                  of Deferred Finance Costs
              
              
              (
                  112,012
              )
              
              (28,264
              )
              
              (140,276
              )Amortization
                  of Deferred Debt Discount
              
              
              (22,592
              )
              
              -
              
              
              (
                  22,592
              )Interest
                  Expense
              
              
              (51,942
              )
              
              (10,795
              )
              
              (
                  62,737
              )Liquidated
                  Damages
              
              
              (90,000
              )
              
              (16,667
              )
              
              (106,667
              )Total
                  Other Expenses
              
              
              (
                  276,546
              )
              
              (55,726
              )
              
              (332,272
              )Net
                  Loss
              
              $
              (
                  762,986
              )
              $
              (
                  210,104
              )
              $
              (973,090
              )Weighted
                  Average Common SharesOutstanding
                  - Basic and Diluted
              
              
              16,603,798
              
              
              15,978,767Net
                  Loss Per Common Share
              
              $
              (.05
              )
              $
              (.01
              )
  The
        accompanying notes are an integral part of these financial
        statements.
  F-3
  APRECIA,
        INC.
 (A
        DEVELOPMENT STAGE COMPANY)
 STATEMENT
        OF STOCKHOLDERS’ DEFICIENCY
 FOR
        THE PERIOD DECEMBER 15, 2005 (INCEPTION) TO JUNE 30, 2007
 Preferred
                    Stock
                
                Common
                    Stock
                
                Additional
                    Paid-In
                
                Deferred
                    Finance
                
                Deficit
                    Accumulated During the DevelopmentShares
                
                Amount
                
                Shares
                
                Amount
                
                Capital
                
                Costs
                
                Stage
                
                TotalCommon
                    Stock Issued 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
                    - Julne 30, 2006
                
                
                -
                
                
                -
                
                
                16,293,333
                
                
                1,629
                
                
                44,792
                
                
                -
                
                
                (210,104
                )
                
                (163,683
                )Common
                    Stock Issued Pursuant to aPrivate
                    Placement at $.12 Per Share
                
                
                -
                
                
                -
                
                
                468,264
                
                
                47
                
                
                56,143
                
                
                -
                
                
                -
                
                
                56,190Common
                    Stock Warrants Issued asDeferred
                    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
                )$
                -
                
                $
                -
                
                
                16,761,597
                
                $
                1,676
                
                $
                153,822
                
                $
                (6,026
                )
                $
                (973,090
                )
                $
                (823,618
                )
  The
          accompanying notes are an integral part of these financial
          statements.
  F-4
 
 APRECIA,
            INC.
 (A
            DEVELOPMENT STAGE COMPANY)
 STATEMENT
            OF CASH FLOWS
 For
                      the Year Ended June 30, 2007
                  
                  For
                      the Period December 15, 2005 (Inception) to June 30, 2006
                  
                  For
                      the Period December 15, 2005 (Inception) to June 30, 2007Cash
                      Flows from Operating Activities:Net
                      Loss
                  
                  $
                  (762,986
                  )
                  $
                  (
                      210,104
                  )
                  $
                  (973,090
                  )Adjustments
                      to Reconcile Net Loss toNet
                      Cash (Used) in Operating Activities:Amortization
                      of Debt Discount
                  
                  
                  22,592
                  
                  
                  -
                  
                  
                  22,592Amortization
                      of Deferred Finance Costs
                  
                  
                  112,012
                  
                  
                  28,264
                  
                  
                  140,276Depreciation
                      Expense
                  
                  
                  954
                  
                  
                  -
                  
                  
                  954Common
                      Stock Issued for Software Development
                  
                  
                  -
                  
                  
                  970
                  
                  
                  970Changes
                      in Assets and Liabilities:Increase
                      in Accrued Expenses
                  
                  
                  117,770
                  
                  
                  28,482
                  
                  
                  146,252Increase
                      in Accrued Interest
                  
                  
                  62,737
                  
                  
                  -
                  
                  
                  62,737Increase
                      in Accrued Liquidated Damages
                  
                  
                  90,000
                  
                  
                  16,667
                  
                  
                  106,667Net
                      Cash (Used) in Operating Activities
                  
                  
                  (356,921
                  )
                  
                  (
                      135,721
                  )
                  
                  (492,642
                  )Cash
                      Flows from Investing Activities:Purchase
                      of Equipment
                  
                  
                  (2,862
                  )
                  
                  -
                  
                  
                  (2,862
                  )Net
                      Cash Used by Investing Activities
                  
                  
                  (2,862
                  )
                  
                  -
                  
                  
                  (2,862
                  )Cash
                      flows from Financing Activities:Decrease
                      in Stock Subscription Receivable
                  
                  
                  451
                  
                  
                  -
                  
                  
                  451Proceeds
                      from Issuance of ConvertibleDebentures
                  
                  
                  -
                  
                  
                  500,000
                  
                  
                  500,000Proceeds
                      from Issuance of Notes Payable
                  
                  
                  170,000
                  
                  
                  -
                  
                  
                  170,000Payments
                      of Finance Costs
                  
                  
                  (30,513
                  )
                  
                  (
                      185,000
                  )
                  
                  (215,513
                  )Proceeds
                      from Issuance of CommonStock
                  
                  
                  56,190
                  
                  
                  50,000
                  
                  
                  106,190Expense
                      on Sale of Common Stock
                  
                  
                  -
                  
                  
                  (5,000
                  )
                  
                  (5,000
                  )Net
                      Cash Provided by Financial Activities
                  
                  
                  196,128
                  
                  
                  360,000
                  
                  
                  556,128Increase
                      (Decrease) in Cash
                  
                  
                  (163,655
                  )
                  
                  224,279
                  
                  
                  60,624Cash
                      - Beginning of Period
                  
                  
                  224,279
                  
                  
                  -
                  
                  
                  -Cash
                      - End of Period
                  
                  $
                  60,624
                  
                  $
                  224,279
                  
                  $
                  60,624
 The
            accompanying notes are an integral part of these financial
            statements.
  F-5
  APRECIA,
        INC.
 (A
        DEVELOPMENT STAGE COMPANY)
 STATEMENT
        OF CASH FLOWS
 (Continued)
 
 For
                  the Year Ended June 30, 2007
              
              For
                  the Period December 15, 2005 (Inception) to June 30, 2007
              
              For
                  the Period December 15, 2005 (Inception) to June 30, 2007Supplemental
                  Cash Flow Informaiton:Cash
                  Paid for Interest
              
              $
              -
              
              $
              -
              
              $
              -Cash
                  Paid for Income Taxes
              
              $
              -
              
              $
              250
              
              $
              250Supplemental
                  Non-Cash Financing Activities:Subscription
                  Receivable on Sale of Common Stock
              
              $
              -
              
              $
              451
              
              $
              451Common
                  Stock Warrants Issued asDeferred
                  Finance Costs
              
              $
              9,641
              
              $
              -
              
              $
              9,641Debt
                  Discount Attributable to CommonStock
                  Warrants on Notes Payable
              
              $
              43,246
              
              $
              -
              
              $
              43,246Note
                  Payable Issued as Payment ofDeferred
                  Finance Costs
              
              $
              14,960
              
              $
              -
              
              $
              14,960
  The
        accompanying notes are an integral part of these financial
        statements.
  F-6
  APRECIA,
        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, 2007, or for the period
        December 15, 2005 (inception) through June 30, 2006.
 
 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
        compution 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, 2007 and convertible debentures was - 4,166,667 shares
        at
        June 30, 2006) are anti-dilutive.
 
 F-7
  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 $167,415 during the year ended June 30, 2007,
        and
        $47,570 for the period December 15, 2005 (inception) through June 30,
        2006.
 
 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 evaluate whether either approach 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 Company is assessing potential
        effects
        of SFAS 157 on its financial statements.
 
 F-8
  APRECIA,
        INC.
 (A
        DEVELOPMENT STAGE COMPANY)
 NOTES
        TO FINANCIAL STATEMENTS
  NOTE
        2 -  Going
        Concern
 
 The
        Company incurred net losses of $762,986 for the year ended June 30, 2007,
        and
        $210,104 for the period December 15, 2005 (inception) to June 30, 2006. In
        addition, at June 30, 2007 the Company has a working capital deficiency of
        $919,338 and a stockholders’ deficiency of $823,618. 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 during the next year or
        thereafter 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 the Company be unable
        to
        continue as a going concern.
 
 The
        Company is attempting to address its lack of liquidity by raising additonal
        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.
 
 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,
        2007
        was $45,694. 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 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 are being amortized over the term of the debt.
  F-9
  APRECIA,
        INC.
 (A
        DEVELOPMENT STAGE COMPANY)
 NOTES
        TO FINANCIAL STATEMENTS
 
 NOTE
        3 -  Convertible
        Debentures (Continued)
 
 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 $12,100 interest on
        the
        liquidated damages as of June 30, 2007.
 
 NOTE
        4 - Note
        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 are due September 2007 and are secured by the Company’s assets. The
        Warrants have an exercise price of $.18 per share and a term of 5 years.
        In
        connection with the sale of the Securities, the Company issued as broker’s fees:
        (i) 83,111 common stock purchase warrants ($.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 being amortized over the life of the related
        debt.
 
 NOTE
        5 -  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 2,083,333 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 involving 468,264
        shares
        of its common stock for gross proceeds of $56,190.
 
 NOTE
        6 -  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 liquidaton, 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.
 
 F-10
  APRECIA,
        INC.
 (A
        DEVELOPMENT STAGE COMPANY)
 NOTES
        TO FINANCIAL STATEMENTS
 
 NOTE
        7
        -  Related
        Party Transactions
 
 Included
        in accrued expenses at June 30, 2007 is accrued officer’s compensation of
        $90,000.
 
 NOTE
        8 - 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
        9 - Income
        Taxes
 
 At
        June
        30, 2007, the Company had net operating loss carry forwards for federal tax
        purposes of approximately $1,000,000 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, 2007, the Company had a deferred tax asset of approximately $340,000
        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 $340,000.
 
 NOTE
        10 - Subsequent
        Events
 
 Related
        Party Transactions
 
 In
        September 2007 the Company agreed to provide its CEO with a full release
        from
        all non-compete and non-solicitation clauses in their agreements, either
        written
        and oral, and either explicit and implied, in echange for full settlement
        of any
        outstanding debts owed to the CEO that are unpaid. 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 therof,
        in
        return for agreement to render reasonable assistance in the winding down
        of the
        Compnay’s original business plans.
  F-11





**ITEM
      8.** **Changes
      In and Disagreements with Accountant on Accounting and Financial
      Disclosure**




None.




**ITEM
      8A. 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.





**ITEM
      8B. Other Information**




None.




16




**PART
      III.**




**ITEM
      9. Directors, Executive Officers, Promoters, Control Persons and Corporate
      Governance: Compliance with Section 16(a) of the Exchange Act.**




***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
            
            50
            
            President,
                Chief Executive Officer, Interim Chief Financial Officer and
                DirectorSolomon
                Lax
            
            47
            
            Director





***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.





17




***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 2007.




***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
      10. Executive Compensation***




The
      following table summarizes the compensation paid to our Chief Executive Officer
      and the two other most highly compensated executive officers for services
      rendered in all capacities to us during the years ended June 30, 2006 and
      2007.




**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
            
            
            2007
            
            
            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, 2007, 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, 2007**




During
      2007, Mr. Sobkowski was not granted any options or other equity from the
      Company.




18




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




Set
      forth
      below is the ownership, as of June 30, 2007, 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, 2007, together with securities exercisable
                or
                convertible into shares of common stock within 60 days of June 30,
                2007
                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, 2007,
                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.





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




***Related
      Transactions***




None.




***Director
      Independence***




Since
      inception, we have never had any independent directors.





**ITEM
      13. 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-B**
            
            **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).




19


**DESIGNATION
                OF EXHIBIT AS SET FORTH IN ITEM 601 OF REGULATION
                S-B**
            
            **DESCRIPTION**
            
            **LOCATION**


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).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 ofAlpha
                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 ofAlpha
                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




20


**DESIGNATION
                OF EXHIBIT AS SET FORTH IN ITEM 601 OF REGULATION
                S-B**
            
            **DESCRIPTION**
            
            **LOCATION**


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.





**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, paid
      to,
      or accrued for Wolinetz, Lafazan & Company, P.C., independent registered
      public accountant, for consolidated auditing services to us for the years ended
      June 30, 2007 and June 30, 2006 were $24,000 and $15,000, respectively.




***Audit
      Related Fees***




Audit-related
      fees include fees for assurance and related services that are traditionally
      performed by the 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, Lafazan & Company, P.C., independent registered
      public accountant, for audit-related services to us for the years ended June
      30,
      2007 and June 30, 2006 were $0.00 and $0.00, respectively.




***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, Lafazan &
Company, P.C., independent registered public accountant, for tax services to
      us
      for the years ended June 30, 2007 and June 30, 2006 were $0.00 and $0.00,
      respectively.




***All
      Other Fees***




During
      the years ended June 30, 2007 and June 30, 2006, the aggregate fees, rounded
      to
      the nearest thousand dollars, paid to, or accrued for Wolinetz, Lafazan &
Company, P.C., independent registered public accountant, for all other services
      were $0.00 and $0.00, respectively.




21


**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.**December
                12, 2007
            By:
            */s/
              Isidore Sobkowski*Isidore
                Sobkowski,
              President,
                Chief Executive Officer
              and
                Interim Chief Financial 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.




December
                12, 2007
            
            By:
            */s/
                Isidore Sobkowski*President,
                Chief Executive Officer,
              Interim
                Chief Financial Officer and DirectorDecember
                12, 2007
            
            By:
            */s/
                Solomon Lax*Director





22