U.S.
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM
10-K (Mark One)  x
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For
Fiscal Year Ended: September 30, 2009 OR  o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________ Commission
file number:  333-138927 EL PALENQUE VIVERO, INC.(Exact
name of registrant as specified in its charter)Nevada

20-5277531(State or other jurisdiction of incorporation or
organization)

(IRS Employer Identification No.)Privada de
Tabasco #27, Colonia Maravillas Cuernavaca, Morelos, Mexico

62320(Address of principal executive offices)

(Postal Code) Issuer's telephone number:
 (305) 667-9456 Securities registered under
Section 12(b) of the Act:  None Securities registered under
Section 12(g) of the Act:  None Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o  No x Indicate by
check mark if the registrant is not required to file reports pursuant to Section
13 or 15(d) of the Exchange Act.  Yes o  No x Indicate by
check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
 Yes x  No o Indicate by
check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).  Yes o  No o Indicate by
check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  x Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, or a smaller
reporting company.  See the definitions of the large accelerated filer,
accelerate filer, and smaller reporting company in Rule 12b-2 of the
Exchange Act.   (Check one): Large
Accelerated Filer o Accelerated
Filer o Non-Accelerated
Filer o Smaller reporting company x (Do
not check if a smaller reporting company) 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 As of December 15, 2009, there
were 4,550,000 shares of the registrant's common stock, par value $0.001, issued
and outstanding.  Of these, 2,050,000 shares were held by non-affiliates of
the registrant.  The market value of securities held by non-affiliates was
$0.00 as our stock did not then and does not presently trade. DOCUMENTS INCORPORATED BY REFERENCE If the following documents are incorporated by reference,
briefly describe them and identify the part of the Form 10-K (e.g., Part I,
Part II, etc.) into which the document is incorporated:  (1) any
annual report to security holders; (2) any proxy or information statement;
and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the
Securities Act of 1933, as amended (Securities Act).Not Applicable.


TABLE
OF CONTENTS   Contents CAUTIONARY
STATEMENTS REGARDING FORWARD-LOOKING INFORMATION 3 PART
1 4 ITEM
1.  BUSINESS 4 ITEM
1A. RISK FACTORS. 5 ITEM
1B. UNRESOLVED
STAFF COMMENTS. 5 ITEM
2. PROPERTIES. 5 ITEM
3. LEGAL
PROCEEDINGS. 5 ITEM
4. SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS. 5 PART
II 5 ITEM
5. MARKET
FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES. 5 ITEM
6. SELECTED
FINANCIAL DATA. 6 ITEM
7. MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS. 6 ITEM
8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 8 ITEM
9. CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE 20 ITEM
9A.[T] CONTROLS
AND PROCEDURES 20 ITEM
9B. OTHER
INFORMATION 21 PART
III 21 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE 21 ITEM
11. EXECUTIVE
COMPENSATION 23 ITEM
12. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS 25 ITEM
13. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND 26 DIRECTOR
INDEPENDENCE 26 ITEM
14. PRINCIPAL
ACCOUNTANT FEES AND SERVICES 26 PART
IV 27 ITEM
15. EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES 27        2    CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING
INFORMATION Except for historical information, this report contains
forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934.  Such forward-looking statements involve risks and
uncertainties, including, among other things, statements regarding our business
strategy, future revenues and anticipated costs and expenses.  Such
forward-looking statements include, among others, those statements including the
words expect, anticipate, intend, believe and similar language.
 Our actual results may differ significantly from those projected in the
forward-looking statements.  Factors that might cause or contribute to such
differences include, but are not limited to, those discussed in the sections
Plan of Operation and Business.  You are cautioned not to place undue
reliance on the forward-looking statements, which speak only as of the date of
this report.  We undertake no obligation to publicly release any revisions
to the forward-looking statements or reflect events or circumstances taking
place after the date of this document. Although we
believe that the expectations reflected in these forward-looking statements are
based on reasonable assumptions, there are a number of risks and uncertainties
that could cause actual results to differ materially from such forward-looking
statements.  All references in
this Form 10-K to the Company, El Palenque, we, us or our are to El
Palenque Vivero, Inc.                                   3    PART 1    ITEM 1.
 BUSINESS  Business
Development  El Palenque Vivero,
Inc. (El Palenque or the Company) was incorporated in the State of Nevada on
June 21, 2006 as El Palenque Nercery, Inc.  On June 30, 2006 the Company
changed the name to El Palenque Vivero, Inc.  We were incorporated to open
and operate a plant nursery in the city of Cuernavaca, in the state of Morelos,
Mexico.  Francisco Mendez was named as President, Treasurer, CFO, CEO and
Director of the Company.  Yosbani Mendez was named Secretary and Director
of the Company.  The Company was
originally incorporated with the intention of opening and operating a plant
nursery in the City of Cuernavaca, in the state of Morelos, Mexico.
  We recently decided to redirect our business focus towards
identifying and pursuing options regarding the development of a new business
plan and direction.  We are currently looking for ventures of merit for
corporate participation as a means of enhancing stockholder value.  This
may involve sales of our equity or debt securities in merger or acquisition
transactions.  As of September 30,
2009, we had generated no revenues and have limited operations.  We have
sustained losses since inception, June 21, 2006, to September 30, 2009 of
$56,866 and rely solely upon the sale of securities and loans from our corporate
officers and directors for funding.  We have a total of
100,000,000 authorized common shares and 100,000,000 authorized preferred
shares, both with a par value of $0.001 per share, and have 4,550,000 common
shares issued and outstanding as of September 30, 2009.  Our
principal offices are located at Privada de Tabasco # 27, Colonia Maravillas,
Cuernavaca, Morelos, México 62320, and our telephone number is (305) 394-9730.
 Francisco Mendez, our President and director, supplies this office space
on a rent free basis. Patents,
Trademarks, Licenses, Agreements or Contracts  There currently have
no patents, trademarks, or product licenses, and we have not entered into any
vendor agreements or contracts that give rise to any obligations or
concessions.  Research and
Development Activities and Costs  We have not
undertaken any research and development activities, and have no plans to
undertake any research or development in the future, except as it pertains to
the search for viable business opportunities.  Employees  As of December 15,
2009 our only employees are our two executive officers. Bankruptcy or
Similar Proceedings  The Company has not
been involved in any bankruptcy, receivership or similar proceedings.  Reorganizations,
Purchases or Sales of Assets   4     There
have been no material reclassifications, mergers, consolidations, or purchase or
sale of a significant amount of assets not in the ordinary course of
business.    ITEM
1A. RISK FACTORS.  Not Applicable.    ITEM
1B. UNRESOLVED
STAFF COMMENTS.  Not Applicable.   ITEM
2. PROPERTIES.  The
Company uses the home office premises of Francisco Mendez, the President of the
Company, on a rent-free basis.  The premises is located at Privada de
Tabasco # 27, Colonia Maravillas, Cuernavaca, Morelos, México  62320.
 The Company intends to use these premises until we are able to lease the
property for the nursery at which time we will utilize an onsite office. The
mailing address for the Company is 8567 Coral Way, Suite 198, Miami, FL 33155.  We
currently have no investment policies as they pertain to real estate, real
estate interests or real estate mortgages.    ITEM
3. LEGAL
PROCEEDINGS.  Legal
Proceedings  In the ordinary
course of our business, we may from time to time become subject to routine
litigation or administrative proceedings which are incidental to our business.
 We are not a party to nor are we aware of any existing, pending or
threatened lawsuits or other legal actions involving us.    ITEM
4. SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS.  No matters were
submitted to a vote of security holders, through the solicitation of proxies or
otherwise, during the fourth quarter of the fiscal year covered by this
report.        PART
II    ITEM
5. MARKET
FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES.  Market
Information  Bid and ask
prices for our common stock have been quoted on the Over-The-Counter Bulletin
Board (the OTCBB) under the symbol ELQV.OB since August 30, 2007. However,
our stock has never traded.   5     As
of December 15, 2009, we had 34 shareholders of record of our common stock.  Dividends  We have never
declared any cash dividends with respect to our common stock.  Future
payment of dividends is within the discretion of our board of directors and will
depend on our earnings, capital requirements, financial condition and other
relevant factors.  Although there are no material restrictions limiting, or
that are likely to limit, our ability to pay dividends on our common stock, we
presently intend to retain future earnings, if any, for use in our business and
have no present intention to pay cash dividends on our common stock.  Recent Sales of
Unregistered Securities  During the fiscal
year ended September 30, 2009, we issued no equity securities.    ITEM
6. SELECTED
FINANCIAL DATA.  Not applicable.    ITEM
7. MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.  Results of
Operations  We
have generated no revenues since inception (June 21, 2006) and have incurred
$56,866 in expenses through September 30, 2009. The
following table provides selected financial data about our company as of and for
the year ended September 30, 2009 and 2008.  Balance Sheet Data:


September 30, 2009


September 30, 2008Cash

$
50,134

$
67,302Total assets

$
50,134

$
67,302Total liabilities

$
5,000

$
3,092Stockholders' Equity

$
45,134

$
64,210  Net
cash provided by financing activities since inception through September 30,
2009, was $102,000, consisting from the sale of common stock, $82,000 from
independent investors and $20,000 from directors and/or officers of the
Company. Plan of
Operation  Our auditors have
issued a going concern opinion on our September 30, 2009, audited financial
statements, refer to note 5. This means that there is substantial doubt that we
can continue as an ongoing business for the next twelve months unless we obtain
additional capital to pay for our expenses. This is because we have not
generated any revenues and there is no assurance we will ever reach this point.
Accordingly, we must raise sufficient capital from other sources. Our only other
source for cash at this  6     time
is investments by others. We must raise cash to stay in business. We raised
$82,000 from our private and public offerings. Under these offerings we sold
2,050,000 shares at $0.04 per share to independent shareholders. These shares,
together with 2,500,000 shares sold to two directors upon inception for $20,000,
brings the total proceeds received from stock sales to $102,000, and the total
number of shares issued to 4,550,000 shares.  El Palenque is a
development stage company that has no operations, no revenue, no financial
backing and limited assets.  We had originally planned to open a plant
nursery in Cuernavaca, Mexico and market our products to local residents and
businesses via advertising and word of mouth.  Recently, the company
decided to redirect its business focus towards identifying and pursuing options
regarding the development of a new business plan and direction.  The
Company is currently seeking ventures of merit for corporate participation as a
means of enhancing stockholder value.  This may involve sales of equity or
debt securities in merger or acquisition transactions.  We have minimal
operating costs and expenses at the present time due to our limited business
activities.  Accordingly, absent changed circumstances, we will not be
required to raise significant capital over the next twelve months, although we
may do so in connection with or in anticipation of possible acquisition
transactions.  We do not currently engage in any product research and
development and have no plans to do so in the foreseeable future.  We have
no present plans to purchase or sell any plant or significant equipment.
 We also have no present plans to add employees although we may do so in
the future if we engage in any merger or acquisition transactions. Liquidity
and Capital Resources We have minimal
assets and have achieved no operative revenues since our inception.  We
have depended on sales of equity securities to conduct operations.  As of
September 30, 2009 and 2008, we had cash of $50,134 and $67,302, current assets
of $50,134 and $67,302 and current liabilities of $5,000 and $3,092,
respectively.  Unless and until we commence material operations and achieve
material revenues, we will remain dependent on financings to continue our
operations.      7     ITEM
8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA            EL
PALENQUE VIVERO, INC. (A
Development Stage Company)  AUDITED FINANCIAL STATEMENTS  SEPTEMBER 30, 2009 and 2008  8           EL
PALENQUE VIVERO, INC. (A
Development Stage Company)  INDEX
TO AUDITED FINANCIAL STATEMENTS  FOR
THE PERIOD OF JUNE 21, 2006 (INCEPTION) TO SEPTEMBER 30, 2009    Page(s)  Report
of Independent Registered Public Accounting Firm 10  Balance
Sheets as of September 30, 2009 and 2008 11  Statements
of Operations for the years ended September 30, 2009 and 2008, and
cumulative from June 21, 2006 (Inception) to September 30, 2009 12  Statement of Changes
in Stockholders Equity for the period of June
21, 2006 (Inception) to September 30, 2009 13  Statements
of Cash Flows for the years ended September 30, 2009 and 2008,and cumulative
from June 21, 2006 (Inception) to September 30, 2009 14  Notes
to Audited Financial Statements 15  9    SEALE
AND BEERS, CPAs PCAOB
& CPAB REGISTERED AUDITORS www.sealebeers.com   REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM   To the Board of Directors El Palenque Vivero, Inc (A Development Stage Company)  We have audited the accompanying balance sheets of El Palenque
Vivero, Inc (A Development Stage Company) as of September 30, 2009 and 2008, and
the related statements of operations, stockholders equity (deficit) and cash
flows for the years ended September 30, 2009, 2008 and since inception on June
21, 2006 through September 30, 2009. These financial statements are the
responsibility of the Companys management.  Our responsibility is to
express an opinion on these financial statements based on our audits.  We conduct our audits in accordance with standards of the Public
Company Accounting Oversight Board (United States).  Those standards
require that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.  In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of El Palenque Vivero,
Inc (A Development Stage Company) as of September 30, 2009 and 2008, and the
related statements of operations, stockholders equity (deficit) and cash flows
for the years ended September 30, 2009, 2008 and since inception on June 21,
2006 through September 30, 2009, in conformity with accounting principles
generally accepted in the United States of America.  The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed in Note 5
to the financial statements, the Company has had a loss from operations of
$19,076, an accumulated deficit of $56,866, working capital of $45,134 and has
earned no revenues since inception, which raises substantial doubt about its
ability to continue as a going concern.  Managements plans concerning
these matters are also described in Note 5.  The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.  /s/ Seale and Beers, CPA Seale and Beers, CPAs Las Vegas, Nevada December
7, 2009  50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107 Phone:
(888)727-8251 Fax: (888)782-2351  10     El Palenque Vivero, Inc. (A Development Stage Company) Balance Sheets As of
September 30,   ASSETS2009


2008CURRENT ASSETSCash and cash
equivalents
$
50,134

$
67,302TOTAL ASSETS
$
50,134

$
67,302LIABILITIES
AND STOCKHOLDERS' EQUITYCURRENT
LIABILITIESAccounts payable and accrued
liabilities
$
5,000

$
3,092TOTAL LIABILITIES

5,000


3,092STOCKHOLDERS
EQUITYCapital
Stock (Note 3)Authorized:100,000,000
preferred shares, $0.001 par value100,000,000
common shares, $0.001 par valueIssued and outstanding
shares:4,550,000 common
shares

4,550


4,550Additional
paid-in capital

97,450


97,450Deficit accumulated during the
development stage

(56,866)


(37,790)Total Stockholders
Equity

45,134


64,210TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY
$
50,134

$
67,302     -The accompanying notes
are an integral part of these financial statements -  11    El Palenque Vivero, Inc. (A Development Stage Company) Statements of Operations    Cumulative
fromInception(June 21, 2006)
toYear Ended
September 30,

September
30,2009


2008

2009REVENUES







$
-

$
-

$
-OPERATING
EXPENSESProfessional fees








14,599


12,717


45,522General and
administrative








4,679


6,312


12,376Total Operating
Expenses








19,278


19,029


57,898Other Income
(Expense)Interest income








202


830


1,032Net (Loss) before Income
Taxes








(19,076)


(18,199)


(56,866)Provision
for Income Taxes(Note
4)








-


-


-Net (Loss)







$
(19,076)

$
(18,199)

$
(56,866)PER SHARE DATA:Basic and diluted loss percommon share







$
(0.00)

$
(0.00)Weighted average number
ofcommon shares
outstanding








4,550,000


4,550,000       -The accompanying notes
are an integral part of these financial statements -  12


El Palenque Vivero, Inc. (A Development Stage Company) Statement of Changes in Stockholders Equity For the period of June 21, 2006 (Inception) to September 30,
2009    DeficitAccumulatedAdditional

During theCommon
Stock

Paid-in

DevelopmentShares

Amount

Capital

Stage


TotalInception  June 21,
2006


-

$
-

$
-

$
-

$
-Common shares issued to a founderat
$0.005 cash per share, June 30, 2006

1,000,000


1,000


4,000


-


5,000Common shares issued to foundersat
$0.01 cash per share, August 1, 2006

1,500,000


1,500


13,500


-


15,000Loss for the period


-


-


-


(2,631)


(2,631)Balance  September 30, 2006


2,500,000


2,500


17,500


(2,631)


17,369Common shares
issued for cashat
$0.04 per share, June 1, 2007


2,050,000


2,050


79,950


-


82,000Loss for the
year


-


-


-


(16,960)


(16,960)Balance  September 30, 2007


4,550,000


4,550


97,450


(19,591)


82,409Loss for the
year


-


-


-


(18,199)


(18,199)Balance  September 30, 2008


4,550,000


4,550


97,450


(37,790)


64,210Loss for the
year


-


-


-


(19,076)


(19,076)Balance  September 30,
2009


4,550,000

$
4,550

$
97,450

$
(56,866)

$
45,134     -The accompanying notes
are an integral part of these financial statements -


13


El Palenque Vivero, Inc. (A Development Stage Company) Statements of Cash Flows    Cumulative
fromInception(June 21, 2006)
toYear Ended
September 30,

September
30,2009


2008

2009OPERATING
ACTIVITIESNet loss
$
(19,076)

$
(18,199)

$
(56,866)Changes in Operating Assets and
Liabilities:Increase in
accounts payable and accrued liabilities

1,908


1,492


5,000Net Cash Used in Operating
Activities

(17,168)


(16,707)


(51,866)INVESTING
ACTIVITIESNet Cash Provided by (Used in)
Investing Activities

-


-


-FINANCING
ACTIVITIESCommon stock issued for
cash

-


-


102,000Net Cash Provided by Financing
Activities

-


-


102,000NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS

(17,168)


(16,707)


50,134CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD

67,302


84,009


-CASH AND CASH EQUIVALENTS AT
END OF PERIOD
$
50,134

$
67,302

$
50,134Supplemental Cash Flow
Disclosures:Cash paid for Interest
$
-

$
-

$
-Cash paid for Income
Taxes
$
-

$
-

$
-  -The accompanying notes
are an integral part of these financial statements -


14


El Palenque Vivero, Inc. (A Development Stage Company) Notes to Audited Financial Statements September 30, 2009 and 2008    NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS  El
Palenque Vivero, Inc. (the Company) was incorporated in the State of Nevada on
June 21, 2006.  The Company was originally incorporated as El Palenque
Nercery, Inc. and changed its name to El Palenque Vivero, Inc. on June 30, 2006.
 It is based in Cuernavaca, Morelos Mexico.  The accounting and
reporting policies of the Company conform to accounting principles generally
accepted in the United States of America, and the Companys fiscal year end is
September 30. The Company is a development stage company that intended to open
and operate a plant nursery in the state of Morelos, Mexico.  To date, the
Companys activities have been limited to its formation and the raising of
equity capital.  NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Use of Estimates  The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amount of revenues and expenses during
the reporting period.  Actual results could differ from those estimates.
The Companys periodic filings with the Securities and Exchange Commission
include, where applicable, disclosures of estimates, assumptions, uncertainties
and markets that could affect the financial statements and future operations of
the Company. Cash and Cash Equivalents  Cash and cash equivalents include cash in banks, money market
funds, and certificates of term deposits with maturities of less than three
months from inception, which are readily convertible to known amounts of cash
and which, in the opinion of management, are subject to an insignificant risk of
loss in value.  The Company had $50,134 and $67,302 in cash and cash
equivalents at September 30, 2009 and 2008, respectively.  Start-Up Costs  In accordance with FASC 720-15-20 Start-up Activities,
the Company expenses all costs incurred in connection with the start-up and
organization of the Company.  Earnings (Loss) per Share of Common Stock  The Company has adopted FASC 260-10-20, Earnings per
Share, (EPS) which requires presentation of basic and diluted EPS on the
face of the income statement for all entities with complex capital structures
and requires a reconciliation of the numerator and denominator of the basic EPS
computation to the numerator and denominator of the diluted EPS computation.
 In the accompanying financial statements, basic earnings (loss) per share
is computed by dividing net income (loss) by the weighted average number of
shares of common stock outstanding during the period.     15    El Palenque Vivero, Inc. (A Development Stage Company) Notes to Audited Financial Statements September 30, 2009 and 2008    NOTE
2 - SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (continued)  Concentrations of Credit Risk  The
Companys financial instruments that are exposed to concentrations of credit
risk primarily consist of its cash and cash equivalents and related party
payables.  The Company places its cash and cash equivalents with financial
institutions of high credit worthiness.  At times, its cash and cash
equivalents with a particular financial institution may exceed any applicable
government insurance limits.  The Companys management plans to assess the
financial strength and credit worthiness of any parties to which it extends
funds, and as such, it believes that any associated credit risk exposures are
limited.  Foreign Currency Transactions  The Companys functional currency is the Mexican Peso.  The
Companys reporting currency is the U.S. Dollar.  All transactions
initiated in Mexican Pesos are translated to U.S. Dollars in accordance with
FASC 830-10-20 Foreign Currency Translation as follows:  (i) Monetary assets and liabilities at the rate of exchange in effect
at the balance sheet date; (ii) Equity at historical rates; and (iii) Revenue and expense items at the average rate of exchange
prevailing during the period.  Adjustments arising from such translations are deferred until
realization and are included as a separate component of stockholders equity
(deficit) as a component of comprehensive income (loss).  Therefore,
translation adjustments are not included in determining net income (loss) but
reported as other comprehensive income (loss).  For foreign currency transactions, the Company translates these
amounts to the Companys functional currency at the exchange rate effective on
the invoice date.  If the exchange rate changes between the time of
purchase and the time actual payment is made, a foreign exchange transaction
gain or loss results which is included in determining net income for the
period.  No significant realized exchange gains or losses were recorded
from inception (June 21, 2006) to September 30, 2009.  Comprehensive Income (Loss)  FASC Topic No. 220, Comprehensive Income,establishes
standards for reporting and display of comprehensive income and its components
in a full set of general-purpose financial statements.  From inception (May
31, 2006) to September 30, 2009, the Company had no items of other comprehensive
income.  Therefore, net loss equals comprehensive loss from inception (May
31, 2006) to September 30, 2009.         16    El Palenque Vivero, Inc. (A Development Stage Company) Notes to Audited Financial Statements September 30, 2009 and 2008    NOTE
2 - SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (continued)  Recent Accounting Pronouncements  In June 2009, the FASB established the Accounting Standards
Codification (Codification or ASC) as the source of authoritative accounting
principles recognized by the FASB to be applied by nongovernmental entities in
the preparation of financial statements in accordance with generally accepted
accounting principles in the United States (GAAP). Rules and interpretive
releases of the Securities and Exchange Commission (SEC) issued under
authority of federal securities laws are also sources of GAAP for SEC
registrants. Existing GAAP was not intended to be changed as a result of the
Codification, and accordingly the change did not impact our financial
statements. The ASC does change the way the guidance is organized and
presented. Statement of Financial Accounting Standards (SFAS) No. 165 (ASC
Topic 855), Subsequent Events, SFAS No. 166 (ASC Topic 810), Accounting for
Transfers of Financial Assets-an Amendment of FASB Statement No. 140, SFAS No.
167 (ASC Topic 810), Amendments to FASB Interpretation No. 46(R), and SFAS No.
168 (ASC Topic 105), The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Principles- a replacement of FASB
Statement No. 162 were recently issued. SFAS No. 165, 166, 167, and 168 have no
current applicability to the Company or their effect on the financial statements
would not have been significant. Accounting Standards Update (ASU) ASU No. 2009-05 (ASC Topic
820), which amends Fair Value Measurements and Disclosures  Overall, ASU No.
2009-13 (ASC Topic 605), Multiple Deliverable Revenue Arrangements, ASU No.
2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software
Elements, and various other ASUs No. 2009-2 through ASU No. 2009-15 which
contain technical corrections to existing guidance or affect guidance to
specialized industries or entities were recently issued. These updates have no
current applicability to the Company or their effect on the financial statements
would not have been significant.  NOTE 3 -
  CAPITAL STOCK  Authorized
Stock  The Company has authorized 100,000,000 common shares and
100,000,000 preferred shares, both with a par value of $0.001 per share.
 Each common share entitles the holder to one vote, in person or proxy, on
any matter on which action of the stockholders of the corporation is sought.  Share Issuance  From inception of the Company (June 21, 2006) to September 30,
2009, the Company has issued 1,000,000 common shares at $0.005 per share,
1,500,000 common shares at $0.01 per share, and 2,050,000 common shares at $0.04
per share, resulting in total proceeds of $102,000 and 4,550,000 common shares
issued and outstanding at September 30, 2009. Of these shares, 2,500,000 were
issued to directors and officers of the Company and 2,050,000 were issued to
independent investors.  There are no preferred shares outstanding.  The Company has
issued no authorized preferred shares.The Company has no
stock option plan, warrants or other dilutive securities.    17    El Palenque Vivero, Inc. (A Development Stage Company) Notes to Audited Financial Statements September 30, 2009 and 2008    NOTE 4 - PROVISION FOR INCOME TAXES  The Company recognizes the tax effects of transactions in the year
in which such transactions enter into the determination of net income,
regardless of when reported for tax purposes. Deferred taxes are provided in the
financial statements under FASC 718-740-20 to give effect to the resulting
temporary differences which may arise from differences in the bases of fixed
assets, depreciation methods, allowances, and start-up costs based on the income
taxes expected to be payable in future years.  Development stage deferred tax assets arising as a result of net
operating loss carryforwards have been offset completely by a valuation
allowance due to the uncertainty of their utilization in future periods.
Operating loss carryforwards generated during the period from June 21, 2006
(date of inception) through September 30, 2009 of $56,866 will begin to expire
in 2026. Accordingly, deferred tax assets of approximately $19,900 were offset
by the valuation allowance, which increased by $6,900 and $6,500 during the year
ended September 30, 2009 and 2008, respectively.  The Company follows the provisions of uncertain tax positions as
addressed in FASC 740-10-65-1. The Company recognized approximately no increase
in the liability for unrecognized tax benefits.  The Company has no tax position at September 30, 2009 for which
the ultimate deductibility is highly certain but for which there is uncertainty
about the timing of such deductibility. The Company recognizes interest accrued
related to unrecognized tax benefits in interest expense and penalties in
operating expenses. No such interest or penalties were recognized during the
periods presented. The Company had no accruals for interest and penalties at
September 30, 2009. The Companys utilization of any net operating loss carry
forward may be unlikely as a result of its intended development stage
activities.  NOTE 5 - GOING CONCERN AND LIQUIDITY CONSIDERATIONS  The accompanying
financial statements have been prepared assuming that the Company will continue
as a going concern, which contemplates the realization of assets and the
liquidation of liabilities in the normal course of business.  As at
September 30, 2009, the Company had a loss from operations of $19,076, an
accumulated deficit of $56,866, and working capital of $45,134 and has earned no
revenues since inception.  The Company intends to fund operations through
equity financing arrangements, which may be insufficient to fund its capital
expenditures, working capital and other cash requirements for the year ending
September 30, 2010.  The ability of the
Company to emerge from the development stage is dependent upon, among other
things, obtaining additional financing to continue operations, and development
of its business plan.  In response to these
problems, management intends to raise additional funds through public or private
placement offerings.  These factors, among
others, raise substantial doubt about the Companys ability to continue as a
going concern.  The accompanying financial statements do not include any
adjustments that might result from the outcome of this uncertainty.    18    El Palenque Vivero, Inc. (A Development Stage Company) Notes to Audited Financial Statements September 30, 2009 and 2008    NOTE 6 - SUBSEQUENT EVENT  The Company has evaluated subsequent events from the balance sheet
date through December 4, 2009 and determined there are no other events that
require disclosure.      19


ITEM
9. CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE  On August 6, 2009,
the Board of Directors appointed Seale & Beers, CPAs (Seal &
Beers) as El Palenque Vivero, Incs independent auditors for the 2009
fiscal year, replacing Moore & Associates, Chartered (Moore).  On August 6, 2009,
the Company received notice from Moore announcing their resignation as the
Companys independent auditor effective August 6, 2009.  Furthermore, the
Company has been advised that the PCAOB revoked the registration of Moore on
August 27, 2009, because of violations of PCAOB rules and auditing standards in
auditing the financial statements, PCAOB rules and quality controls standards,
and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5
thereunder, and noncooperation with a Board investigation.  For the years ended
September 30, 2008 and 2007, there have been no disagreements with Moore on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements if not resolved to Moores
satisfaction would have caused them to make reference to the subject matter of
the disagreement in connection with their reports. For the years ended September
30, 2008 and 2007, there were no reportable events as that term is
described in Item 304(a)(1)(v) of Regulation S-K.    ITEM
9A.[T] CONTROLS
AND PROCEDURES  Evaluation of Our
Disclosure Controls  Under the supervision
and with the participation of our senior management, including our chief
executive officer and chief financial officer, Francisco Mendez, we conducted an
evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended (the Exchange Act), as of the end
of the period covered by this annual report (the Evaluation Date).  Based
on this evaluation, our chief executive officer and chief financial officer
concluded as of the Evaluation Date that our disclosure controls and procedures
were effective such that the information relating to us, including our
consolidated subsidiaries, required to be disclosed in our Securities and
Exchange Commission (SEC) reports (i) is recorded, processed, summarized and
reported within the time periods specified in SEC rules and forms, and (ii) is
accumulated and communicated to our management, including our chief executive
officer and chief financial officer, as appropriate to allow timely decisions
regarding required disclosure.  Managements Annual Report on Internal Control Over Financial
Reporting  Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting.  Our internal control over financial
reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes of accounting principles generally accepted in the United
States.  Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.  Therefore,
even those systems determined to be effective can provide only reasonable
assurance of achieving their control objectives.  With the participation of
Francisco Mendez, our Chief Executive and Financial Officer, our management
conducted an evaluation of the effectiveness of our internal control over
financial reporting as of September 30, 2009 based on the criteria set forth by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
Internal Control  Integrated Framework.  Based


20


upon
such evaluation, our management concluded that we did maintain effective
internal control over financial reporting as of September 30, 2009 based on the
COSO framework criteria.  This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
 Managements report was not subject to attestation by our registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit us to provide only managements report in this
annual report.  Officers Certifications  Appearing as exhibits
to this Annual Report are Certifications of our Chief Executive Officer and
Chief Financial Officer.  The Certifications are required pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302
Certifications).  This section of the Annual Report contains information
concerning the Controls Evaluation referred to in the Section 302 Certification.
 This information should be read in conjunction with the Section 302
Certifications for a more complete understanding of the topics presented.  Changes in Internal Control Over Financial Reporting  There have been no
changes in our internal control over financial reporting that occurred during
the quarter ended September 30, 2009 that have materially affected or are
reasonably likely to materially affect our internal control over financial
reporting.    ITEM
9B. OTHER
INFORMATION  Not
applicable.      PART
III    ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE  Executive
Officers, Directors and Key Employees  Directors serve until
the next annual meeting of the stockholders; until their successors are elected
or appointed and qualified, or until their prior resignation or removal.
 Officers serve for such terms as determined by our board of directors.
 Each officer holds office until such officers successor is elected or
appointed and qualified or until such officers earlier resignation or removal.  The following table
sets forth certain information, as of December 15, 2009, with respect to our
directors and executive officers.  Name
Positions Held
AgeFrancisco
Mendez
Privada de
Tabasco #27
Colonia
Maravillas
Cuernavaca,
Morelos México 62320
Chief Executive
and Financial Officer, President, Treasurer and member of the Board of
 Director
53Yosbani
Mendez
8567 Coral Way,
Ste 198
Miami, FL
 33155
Secretary and
member of the Board of Directors
38


21


Francisco Mendez has
held the positions of President, CEO, CFO, Treasurer and director, and Yosbani
Mendez the positions of Secretary and director since inception.  They are
expected to hold said offices/positions until the next annual meeting of our
stockholders.  Messrs. Mendez are
cousins and are our only officers, directors, promoters, and control
persons.  Certain biographical
information of our directors and officers is set forth below.  Francisco
Mendez Mr.
Mendez has a Masters of Sports Training, which he obtained in 1986 from the
Instituto Superior de Cultura Fisica Manuel Fajardo, in Havana, Cuba. Mr.
Mendez was a weight lifter in the heavy weight class, where he joined the Cuban
national team in 1973 and competed until 1981. He had a distinguished amateur
career representing Cuba in many competitions culminating in being the Junior
World Champion in 1978, placing eighth in the heavy weight class in the 1976
Olympics in Montreal as a junior age competitor, and finishing fourth in the
1980 Moscow Olympics. Since 2000, Mr.
Mendez has been self-employed businessman, specializing in the residential
housing construction market, where he undertakes construction, remodeling,
design, and professional landscaping services.  In 2005, he incorporated a
Mexican company called Constructora Colibrica S.A. and is the President and sole
owner of the company.  This company has two main areas of business, the
management and administration of estates and construction.  Through this
company, he manages 8 employees for the management and administration; these
employees provide maintenance, landscaping and ongoing gardening services for
the estates of wealthy individuals. Mr. Mendez, through this company, also does
residential speculation construction and remodeling projects.  He has been
focused buying residential lots and constructing houses for resale to the middle
class in Cuernavaca, Morelos Mexico.  Yosbani
Mendez  Mr. Mendez graduated
with a Bachelor of Science Degree in Physical Education in 1995, from the
Instituto Superior de Educacion Fisica Manuel Fajardo, in Pinar del Rio, Cuba.
Mr. Mendez had his Bachelor of Science Degree validated from the University of
Central Florida in 1998. From 2000 until the
present, Mr. Mendez has been working for the city of Miami Beach Fire
Department, in their Ocean Rescue Division. His responsibility is as a Lifeguard
on Miami Beach. Mr. Mendez is the President and sole owner of Hercules One Pool
Service Inc., incorporated in Florida. This company provides pool services to
clients in the Miami-Dade County.  Employment
Agreements  Our officers are our
only employees and we do not have any employment agreements with them.


22


Term of
Office  Our directors are
appointed for a period of one year or until such time as their replacements have
been elected by our shareholders.  The officers of the Company are
appointed by our board of directors and hold office until their resignation or
removal.  Audit
Committee  We do not have a
standing audit committee, an audit committee financial expert, or any committee
or person performing a similar function.  We currently have limited working
capital and no revenues.  Management does not believe that it would be in
our best interests at this time to retain independent directors to sit on an
audit committee.  If we are able to raise sufficient financing in the
future, then we will likely seek out and retain independent directors and form
an audit, compensation committee and other applicable committees.  Board of Directors  Our two directors are
our corporate officers.  We do not have an independent director.  We
do not pay them for attending board meetings.  They are reimbursed,
however, for his expenses, if any, for attendance at meetings of the Board of
Directors.  Our Board of Directors may designate from among its members an
executive committee and one or more other committees but has not done so to
date.  We do not have a nominating committee or a nominating committee
charter.  Further, we do not have a policy with regard to the consideration
of any director candidates recommended by security holders.  To date this
has not been a problem as no security holders have made any such
recommendations.  Our two directors perform all functions that would
otherwise be performed by committees.  Given the present size of our board
it is not practical for us to have committees.  If we are able to grow our
business and increase our operations we intend to expand the size of our board
and allocate responsibilities accordingly.    Compliance with
Section 16(a) of the Exchange Act  Our common stock is
not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended (the Exchange Act).  Accordingly, our officers, directors and
principal shareholders are not subject to the beneficial ownership reporting
requirements of Section 16(a) of the Exchange Act.  Code of Ethics  In 2007 we adopted a
Code of Ethics that applies to all of our employees.  A copy of our Code of
Ethics was filed as an exhibit to the 10-KSB filed December 13, 2007, and will
be provided to any person requesting same without charge.  To request a
copy of our Code of Ethics, please make written request to our Secretary c/o El
Palenque Vivero, Inc at 8567 Coral Way, Ste 198, Miami, FL 33155.    ITEM
11. EXECUTIVE
COMPENSATION  The following table
sets forth information concerning the total compensation paid or accrued by us
during the two fiscal years ended September 30, 2009 and 2008 to (i) all
individuals that served as our principal executive officer or acted in a similar
capacity for us at any time during the fiscal year ended September 30, 2009;
(ii) all individuals that served as our principal financial


23


officer or acted in a
similar capacity for us at any time during the fiscal year ended September 30,
2009; and (iii) all individuals that served as executive officers of ours at any
time during the fiscal year ended September 30, 2009 that received annual
compensation during the fiscal year ended September 30, 2009 in excess of
$100,000.  Summary Compensation Table  Name and Principal Position

Year

Salary
($)

Bonus ($)

Stock Awards ($)

Option Awards ($)

Non-
Equity Incentive
Plan Compen-sation ($)

Change in Pension Value
and
Non-
qualified
Deferred
Compen-sation
Earnings ($)

All
Other
Compen-sation ($)

Total ($)(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)Francisco
Mendez,Chief Executive and Financial Officer

2009
2008

4,000
5,000

0
0

0
0

0
0

0
0

0
0

0
0

4,000
5,000Yosbani
Mendez
Secretary

2009
2008

0
0

0
0

0
0

0
0

0
0

0
0

0
0

0
0  We have not issued
any stock options or maintained any stock option or other incentive plans since
our inception. We have no plans in place and have never maintained any plans
that provide for the payment of retirement benefits or benefits that will be
paid primarily following retirement including, but not limited to, tax qualified
deferred benefit plans, supplemental executive retirement plans, tax-qualified
deferred contribution plans and nonqualified deferred contribution plans.
Similarly, we have no contracts, agreements, plans or arrangements, whether
written or unwritten, that provide for payments to the named executive officers
or any other persons following, or in connection with the resignation,
retirement or other termination of a named executive officer, or a change in
control of us or a change in a named executive officers responsibilities
following a change in control.  Compensation of
Directors  None of our directors
receive any compensation for serving as such, for serving on committees of the
board of directors or for special assignments. During the fiscal year ended
September 30, 2009 there were no other arrangements between us and our directors
that resulted in our making payments to any of our directors for any services
provided to us by them as directors.  Indemnification  Under our bylaws, we
may indemnify an officer or director who is made a party to any proceeding,
including a lawsuit, because of his position, if he acted in good faith and in a
manner he reasonably believed to be in our best interest.  We may advance
expenses incurred in defending a proceeding.  To the extent that the
officer or director is successful on the merits in a proceeding as to which he
is to be indemnified, we must indemnify him against all expenses incurred,
including attorneys fees.  With respect to a derivative action, indemnity
may be made only for expenses actually and reasonably incurred in defending the
proceeding, and if the officer


24


or director is judged
liable, only by a court order.  The indemnification is intended to be to
the fullest extent permitted by the laws of the State of Nevada.  Regarding
indemnification for liabilities arising under the Securities Act, which may be
permitted to directors or officers under Nevada law, we are informed that, in
the opinion of the Securities and Exchange Commission, indemnification is
against public policy, as expressed in the Act and is, therefore,
unenforceable.    ITEM
12. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS  The following table
sets forth information with respect to the beneficial ownership of our common
stock known by us as of December 15, 2009 by:  · each
person or entity known by us to be the beneficial owner of more than 5% of our
common stock;  · each
of our directors;  · each
of our executive officers; and  · all
of our directors and executive officers as a group.  The percentages in
the table have been calculated on the basis of treating as outstanding for a
particular person, all shares of our common stock outstanding on such date and
all shares of our common stock issuable to such holder in the event of exercise
of outstanding options, warrants, rights or conversion privileges owned by such
person at said date which are exercisable within 60 days of December 15, 2009.
 Except as otherwise indicated, the persons listed below have sole voting
and investment power with respect to all shares of our common stock owned by
them, except to the extent such power may be shared with a spouse.  Name and Address of Beneficial Owner

Title of Class

Amount and Nature of Beneficial
Ownership(1)

Percentage of Class(2)Francisco
Mendez (3)
Privada de
Tabasco #27,
Colonia
Maravillas,
Cuernavaca,
Morelos,
Mexico
 62320

Common Stock,
par value $0.001 per share

1,500,000
Shares (Direct)

33.0%Yosbani Mendez
(3)
8567 Coral Way,
# 198
Miami, FL
 33155

Common Stock,
par value $0.001 per share

1,000,000
Shares (Direct)

22.0%All officers
and directors as a group (2 people)

Common Stock,
par value $0.001 per share

2,500,000
Shares (Direct)

55.0%


25


(1) As
used herein, the term beneficial ownership with respect to a security is defined
by Rule 13d-3 under the Securities Exchange Act of 1934 as consisting of sole or
shared voting power (including the power to vote or direct the vote) and/or sole
or shared investment power (including the power to dispose or direct the
disposition of) with respect to the security through any contract, arrangement,
understanding, relationship or otherwise, including a right to acquire such
power(s) during the next 60 days.  Unless otherwise noted, beneficial
ownership consists of sole ownership, voting and investment rights.  (2) There
were 4,550,000 shares of common stock issued and outstanding on December 15,
2009.  (3) Francisco
and Yosbani Mendez are cousins.  Securities
Authorized for Issuance Under Equity Compensation Plans  We have not adopted
any equity compensation plans since our inception.    ITEM
13. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, ANDDIRECTOR INDEPENDENCE  In June and August,
2006, we issued a total of 2,500,000 shares of restricted common stock to
Francisco and Yosbani Mendez, our then directors and officers.  This was
accounted for as an issuance of shares of common stock in the amount of $20,000.
 These shares of common stock are restricted securities, as defined in Rule
144 of the Rules and Regulations of the SEC promulgated under the Securities
Act.       ITEM
14. PRINCIPAL
ACCOUNTANT FEES AND SERVICES  Audit
Fees.  The aggregate fees
billed to us by our principal accountant for services rendered during the fiscal
years ended September 30, 2009 and 2008 are set forth in the table below:  Fee Category
Fiscal year ended
September 30, 2009
Fiscal year ended
September 30, 2008Audit fees (1)
$ 8,500
$ 6,250Audit-related fees (2)
0
0Tax fees (3)
500
500All other fees (4)
0
0Total fees
$ 9,000
$ 6,750


26


(1) Audit fees
consist of fees incurred for professional services rendered for the audit of
consolidated financial statements, for reviews of our interim consolidated
financial statements included in our quarterly reports on Form 10-Q and for
services that are normally provided in connection with statutory or regulatory
filings or engagements.  (2) Audit-related
fees consist of fees billed for professional services that are reasonably
related to the performance of the audit or review of our consolidated financial
statements, but are not reported under Audit fees.  (3) Tax fees consist
of fees billed for professional services relating to tax compliance, tax
planning, and tax advice.  (4) All other fees
consist of fees billed for all other services.  Audit Committees
Pre-Approval Practice.  We do
not have an audit committee.  Our board of directors performs the function
of an audit committee.  Section 10A(i) of the Securities Exchange Act of
1934, as amended, prohibits our auditors from performing audit services for us
as well as any services not considered to be audit services unless such services
are pre-approved by our audit committee or, in cases where no such committee
exists, by our board of directors (in lieu of an audit committee) or unless the
services meet certain de minimis standards.    PART
IV    ITEM
15. EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES  Exhibits  The following
exhibits are included as part of this report:  Exhibit
No.

SEC Report
Reference
No.

Description3.1

3.1

Articles of
Incorporation of Registrant (1)3.2

3.2

By-Laws of
Registrant (1)14.1

14.1

Code of Ethics
(2)21

*

List
of Subsidiaries31.1 /
31.2

*

Rule
13(a)-14(a)/15(d)-14(a) Certification of Principal Executive and Financial
Officer32.1 /
32.2

*

Rule 1350
Certification of Chief Executive and Financial
Officer  (1) Filed
with the Securities and Exchange Commission on November 22, 2006 as an exhibit,
numbered as indicated above, to the Registrants registration statement on the


27


Registrants
Registration Statement on Form SB-2 (file no. 333-138927), which exhibit is
incorporated herein by reference.  (2) Filed
with the Securities and Exchange Commission on December 13, 2007 as an exhibit,
numbered as indicated above, to the Registrants Annual Report on Form 10-KSB
for the year ended September 30, 2007, which exhibit is incorporated herein by
reference.  * Filed herewith.


28


SIGNATURES   Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.  Date:
 December 23, 2009 EL
PALENQUE VIVERO, INC.  /s/
Francisco Mendez By: Name: Francisco
Mendez Title: President   Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated. Signature
Title
Date/s/
Francisco Mendez
Francisco
Mendez
President
(principal executive officer), Chief Financial Officer (principal
financial officer) and member of the Board of Directors
December
23, 2009/s/
Yosbani Mendez
Yosbani
Mendez
Secretary
and member of the Board of Directors
December
23 2009


29





EXHIBIT 21  SUBSIDIARIES OF REGISTRANT    None