UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549







**FORM
      10-KSB**





(Mark
      One)





**x** **ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934**




**For
      the year ended December 31, 2006**


OR


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




**For
      the transition period from** **________________** **to** **________________**





Commission
      File Number: 0-00000





BARCLAY
      ROAD, INC.


(Exact
      name of registrant as specified in its charter)





WYOMING
            20-5571215(State
                of other jurisdiction of incorporation or organization)
            (I.R.S.
                Employer Identification No.)




2348
                Chemin Lucerne, Suite 253
              Ville
                Mont-Royal, QC Canada
            H3R
                2J8(Address
                of principal executive offices)
            (Zip
                Code)





(514)
      807-5245


(Registrant's
      telephone number, including area code)





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





Securities
      registered pursuant to Section 12(g) of the Act:  Common
      Stock, No Par Value





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





Indicate
      by checkmark if the registrant is not required to file reports to Section 13
      or
      15(d)  Of the Act. o Yes o No





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





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





Indicate
      by checkmark whether the registrant is a large accelerated filer, an accelerated
      filer, or a non-accelerated filer. See definition of “accelerated filer” and
“large accelerated filer” in Rule 12b-2 of the Securities Exchange Act of
      1934.


Large
      accelerated filer o Accelerated
      filer o Non-accelerated
      filer x





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





Aggregate
      market value of the voting and non-voting common shares held by
      non-affiliates of the registrant, as of December 31, 2006: 
$1,117,048.00




Number
      of
      shares of Common Stock outstanding as of March 8, 2007: 479,262,000





Documents
      incorporated by reference:  None










BARCLAY
      ROAD, INC.


INDEX





Part
                I
            
            
            PageItem
                1.
            Description
                of Business
            1Item
                2.
            Description
                of Property
            2Item
                3.
            Legal
                Proceedings
            2Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            2Part
                IIItem
                5.
            Market
                for Registrant’s Common Equity And Related Stockholder
                Matters
            3Item
                6.
            Management’s
                Discussion and Analysis or Plan of Operations
            4Item
                7.
            Financial
                StatementsItem
                8.
            Changes
                in and Disagreements with Accountants on Accounting and Financial
                DisclosureItem
                8a.
            Controls
                and ProceduresPart
                IIIItem
                9.
            Directors
                and Executive Officers; Promoters and Control Persons; Compliance
                with
                Section 16 (a) of the Exchange ActItem
                10.
            Executive
                CompensationItem
                11.
            Security
                Ownership of Certain Beneficial Owners and ManagementItem
                12.
            Certain
                Relationships and Related TransactionsPart
                IVItem
                13.
            Exhibits
                and Reports on Form 8-KItem
                14
            Principal
                Accountant Fees and Services
            6Signatures
            
            8Page
                F-1 follows Page 12










**ITEM
      1.** **DESCRIPTION
      OF BUSINESS**





Barclay
      Road, Inc. ("BCYR" or the "Company"), with offices located at Suite 253, 2348
      Chemin Lucerne Ville Mont-Royal, QC CA H3R2J8, was organized under the laws
      of
      the State of Wyoming on September 21, 2006. BCYR owns a backlist of book titles
      under the Lifetime Books imprint. The backlist is approximately 1500 titles.
      The
      Company is still in the development stage and is not an operating company.
      There
      can be no assurance that the printing or selling of books will be developed
      or
      that the Company will achieve a profitable level of operation. The company
      is in
      the process of signing entertainment acts, which will be marketed and managed
      by
      BCYR. Thus far is has signed one act, DoggyBag. BCYR also has, under
      development, a software solution for the transmission of audio and or radio
      signals via the Internet.




This
      Annual Report on Form 10-KSB contains forward-looking statements within the
      meaning of the Private Securities Litigation Reform Act of 1995
      ("Forward-Looking Statements"). Such statements are subject to risks and
      uncertainties that could cause actual results to differ materially from those
      projected in such forward-looking statements. Certain factors, which could
      materially affect such results and the future performance of the Company, are
      described below under "Management's Discussion and Analysis or Plan of
      Operations - Other Matters."


**Marketing,
      Sales and Operations**





BCYR
      will
      sell it books through bookstores, on line and through book distributors such
      as
      Baker & Taylor and Ingram Books. We are preparing both an on line catalog as
      well as a print catalog which will be distributed to bookstores and our
      distributors. We will also participate in annual bookseller conventions as
      well
      as promote through our website and through solicited emails. We shall promote
      our entertainers in similar fashion using press releases. We are currently
      promoting the new band DoggyBag.





**Public
      Relations**





Through
      an agreement with WallSt.Net we have hired the PR firm to handle any public
      relations tasks for our company. They have already begun to promote and make
      the
      public aware of our company.





**The
      Marketing Strategy**





Our
      strategy is based on serving a clearly defined niche market well. By having
      an
      identifiable market with available lists and related memberships, the management
      of The Barclay Group believes we can exceed publishing industry standards for
      conversion of potential readers. A thirst exists for the published product
      that
      "Lifetime Books" will provide. The initial books, published in late summer
      of
      2007 will meet with rave reviews at booksellers and distributors conventions
      and
      will be at the bookseller associations. The task is to reach and inform the
      target market. The strategy is to combine sampling, direct mail, and group
      membership solicitation to build sales through both Internet, bookseller and
      newsstand distribution. Multi-channel distribution principles will be employed.
      Each has a differing margin structure but the combination will maximize the
      potential reach of the books.





New
      books
      are both sample and media based. Sampling will be done to both known book fair
      organization members and to related mailing lists. Several of these databases
      are already available to The Barclay Group.





All
      sales
      projections through this multi-channel approach will reflect the different
      pricing and margin considerations pertinent to each.




1




**Competition**





A
      number
      of companies compete in the publishing industry. We are a niche market and
      boutique publisher, which fits the need of backlist and staple books for the
      average family oriented bookseller. Our name is well known and our products
      have
      done very well historically.




**Patent**





We
      currently have no patents or are we preparing to patent anything at this
      time.





**Production
      and Manufacturing**





We
      will
      be tendering out all production, in house we will edit and prepare manuscripts
      for the printing process.





**ITEM
      2. DESCRIPTION OF
      PROPERTY**





At
      present, the Company does not own any real property.




**ITEM
      3. LEGAL
      PROCEEDINGS**





BCYR
      is
      not a party to any other litigation nor is its property the subject of any
      pending legal proceeding.





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





No
      matters were submitted to a vote of the Company’s shareholders during the fourth
      quarter of the year ending December 31, 2006




2


**PART
      II**





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





The
      Company's Common Stock trades on the OTC Pink Sheets Bulletin Board of the
      National Association of Securities Dealers, Inc. ("NASD") under the symbol
      "BCYR." As of December 31, 2006, the Company had approximately 110 holders
      of
      record of its Common Stock. These quotations represent prices between dealers,
      do not include retail mark ups, markdowns or commissions and do not necessarily
      represent actual transactions.





The
      following table sets forth for each period indicated the high and the low bid
      prices per share for the Company's Common Stock. The Common Stock commenced
      trading on November 15, 2006.




PriceHigh
            
            LowFiscal
                Year 2006Fourth
                Quarter Ended December 31
            
            $
            0.09
            
            $
            0.06




The
      Company has never paid a cash dividend on its Common Stock and does not
      anticipate paying dividends in the foreseeable future. It is the present policy
      of the Company's Board of Directors to retain earnings, if any, to finance
      the
      expansion of the Company's business. The payment of dividends in the future
      will
      depend on the results of operations, financial condition, capital expenditure
      plans and other cash obligations of the Company and will be at the sole
      discretion of the Board of Directors.





**Recent
      Sales of Unregistered Securities**





The
      company has not had any sales of unregistered securities.





3




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





The
      following discussion of our financial condition and results of operations should
      be read in conjunction with the financial statements and notes thereto and
      the
      other financial information included elsewhere in this report. Certain
      statements contained in this report, including, without limitation, statements
      containing the words “believes,” “anticipates,” “expects” and words of similar
      import, constitute “forward looking statements” within the meaning of the
      Private Securities Litigation Reform Act of 1995. Such forward-looking
      statements involve known and unknown risks and uncertainties. Our actual results
      may differ materially from those anticipated in these forward-looking statements
      as a result of certain factors, including our ability to create, sustain, manage
      or forecast our growth; our ability to attract and retain key personnel; changes
      in our business strategy or development plans; competition; business
      disruptions; adverse publicity; and international, national and local general
      economic and market conditions.




Overview





The
      Company is considered a development stage enterprise as defined in Financial
      Accounting Standards Board ("FASB") Statement No. 7, "Accounting and Reporting
      for Development Stage Companies". There is no assurance that future products
      developed by the Company will be commercially successful products, or that
      the
      Company will achieve a profitable level of operations.




Note
      6 of
      the Notes to Financial Statements accompanying this report state that
      substantial doubt has been raised about our ability to continue as a going
      concern. Our present business operations do not generate any revenue with which
      to cover our expenses. We will have to raise capital through the placement
      of
      our securities in order to remain viable.





Other
      Matters





We
      are
      continuing to incur management and administrative costs, professional fees
      and
      other expenses. If we are unable to raise capital we will be unable to fund
      our
      plan of operations. Because we will continue to incur net losses, we may have
      to
      cease operations entirely. This factor, among others, raises substantial doubt
      about our ability to continue as a going concern. Our ability to continue as
      a
      going concern is dependent upon our ability to obtain funds to meet our
      obligations on a timely basis, obtain additional financing or refinancing as
      may
      be required, and ultimately to attain profitability. There are no assurances
      that we will be able to obtain any additional financing or, if we are able
      to
      obtain additional financing, that such financing will be on terms favorable
      to
      us. The inability to obtain additional financing when needed would have a
      material adverse effect on our operating results.




**Results
      of Operations for the Period October 20,2006 (Date of Formation) through
      December 31,2006**





The
      Form
      10-KSB, other than the historical financial information, may consist of
      forward-looking statements that involve risks and uncertainties, including,
      but
      not limited to, statements contained in "Business" and "Management's Discussion
      and Analysis of Financial Condition and Results of Operations". Such statements
      are based on many assumptions and are subject to risks and uncertainties. Actual
      results could differ materially from the results discussed in the
      forward-looking statements due to a number of factors, including, but not
      limited to, those identified in the preceding paragraphs.





LIQUIDITY





We
      have
      no current operations that have generated any revenue. We must rely entirely
      on
      private placements of Company stock to pay operating expenses. At December
      31,
      2006 we had a working capital of $5,000. Since we have no source of revenue,
      our
      working capital deficit will increase as we incur additional operating expenses.
      Presently, we have no external sources of cash and we are dependent upon private
      placements of our stock for funding.





4




CRITICAL
      ACCOUNTING ISSUES





The
      Company's discussion and analysis of its financial condition and results of
      operations are based upon the Company's financial statements, which have been
      prepared in accordance with accounting principles generally accepted in the
      United States of America. The preparation of the financial statements requires
      the Company to make estimates and judgments that effect the reported amount
      of
      assets, liabilities, and expenses, and related disclosures of contingent assets
      and liabilities. On an on-going basis, the Company evaluates its estimates,
      including those related to intangible assets, income taxes and contingencies
      and
      litigation. The Company bases its estimates on historical experience and on
      various assumptions that are believed to be reasonable under the circumstances,
      the results of which form the basis for making judgments about carrying values
      of assets and liabilities that are not readily apparent from other sources.
      Actual results may differ from these estimates under different assumptions
      or
      conditions.





NEW
      FINANCIAL ACCOUNTING STANDARDS





In
      July
      2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation
      No. 48 “Accounting for Uncertainty in Income Taxes". (FIN 48") The
      interpretation requires a two-step approach for recognizing and measuring tax
      benefits based on a recognition threshold of “more likely than not”. FIN 48 also
      requires explicit disclosures about uncertainties in tax positions including
      a
      detailed roll forward of tax benefits that do not qualify for financial
      statement recognition. The adoption of FIN 48 is effective for fiscal years
      beginning after December 15, 2006.  The
      implementation of FIN 48 could have a material effect on the balance sheet
      and
      results of operations but the effect of such implementation is not determinable
      at this time.





In
      December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment", that
      requires compensation costs related to share-based payment transactions to
      be
      recognized in the financial statements. With limited exceptions, the amount
      of
      compensation cost is measured based on the grant-date fair value of the equity
      or liability instruments issued. In addition, liability awards are to be
      remeasured each reporting period. Compensation cost will be recognized over
      the
      period that an employee provides service in exchange for the reward. SFAS No.
      123(R) is effective as to the Company as of the beginning of the Company's
      2006
      fiscal year. The Company accounted for stock-based compensation costs using
      the
      modified prospective method at the time of adoption. The adoption of SFAS 123(R)
      resulted in no incremental stock-based compensation expense during the year
      ended December 31, 2006. The adoption of SFAS 123(R) did not have a material
      effect on the balance sheet as of December 31, 2006 or the statement of cash
      flows for the year ended December 31, 2006.




In
      December 2004, the FASB issued SFAS No. 153, "Exchanges of No monetary Assets",
      an amendment of APB Opinion No. 29. SFAS No. 153 amends APB Opinion No. 29
      by
      eliminating the exception under APB No. 29 for no monetary exchanges of similar
      productive assets and replaces it with a general exception for exchanges of
      no
      monetary assets that do not have commercial substance. A nonmonetary exchange
      has commercial substance if the future cash flows of the entity are expected
      to
      change significantly as a result of the exchange. SFAS No. 153 is effective
      for
      periods beginning after June 15, 2005. The adoption of SFAS No. 153 did not
      have
      a material effect on the Company's consolidated financial position or results
      of
      operations.




In
      November 2004, the FASB issued SFAS No. 151, “Inventory Costs”, an amendment to
      Accounting Research Bulletin No. 43 chapter 4. SFAS No. 151 requires that
      abnormal costs of idle facility expenses, freight, handling costs and wasted
      material (spoilage) be recognized as current-period charges. SFAS No. 151 is
      effective for fiscal years beginning after June 15, 2005. Adoption of SFAS
      No.
      151 did not have a material impact on the Company's consolidated financial
      position or results of operations.





5





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





In
      accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the
      Audit
      Committee's charter, all audit-related work and all non-audit work performed
      by
      our independent accounts, Wiener, Goodman & Company, P.C. is approved in
      advance by the Audit Committee, including the proposed fees for such work.
      The
      Audit Committee is informed of each service actually rendered.




*Audit
      Fees* .
      Audit
      fees expected to be billed to us by Wiener, Goodman & Company, P.C. for the
      audit of financial statements included in our Annual Reports on Form 10-KSB,
      and
      reviews of the financial statements included in our Quarterly Reports on Form
      10-QSB, for the years ended December 31, 2006 and 2005 are approximately $5,000,
      respectively.




*Audit-Related
      Fees* .
      We have
      been billed $-0- and $-0- by Wiener, Goodman & Company, P.C. for the fiscal
      years ended December 31, 2006 and 2005, respectively, for the assurance and
      related services that are reasonably related to the performance of the audit
      or
      review of our financial statements and are not reported under the caption "Audit
      Fees" above.




*Tax
      Fees* .
      We have
      been billed an aggregate of $-0- and $-0- by Wiener, Goodman & Company, P.C.
      for the fiscal years ended December 31, 2006 and 2005, respectively, for tax
      services.




*All
      Other Fees* .
      We have
      been billed an aggregate of $-0- and $-0- by Wiener, Goodman & Company, P.C.
      for the fiscal years ended December 31, 2006 and 2005, respectively, for
      permitted non-audit services.




*Other
      Matters* .
      The
      Audit Committee of the Board of Directors has considered whether the provision
      of the Audit-Related Fees, Tax Fees and All Other Fees are compatible with
      maintaining the independence of our principal accountant.




Applicable
      law and regulations provide an exemption that permits certain services to be
      provided by our outside auditors even if they are not pre-approved. We have
      not
      relied on this exemption at any time since the Sarbanes-Oxley Act was
      enacted.




The
      Audit
      Committee approved 100% of the services to be rendered by Wiener, Goodman &
Company, P.C. for the audit of financial statements included in our Annual
      Reports on Form 10-KSB.




To
      our
      knowledge, there have been no persons, other than Wiener, Goodman & Company,
      P.C.'s full time, permanent employees who have worked on the audit or review
      of
      our financial statements.





6





1. Financial
      Statement Schedules:





All
      schedules are omitted because they are inapplicable, not required or the
      information is included in the financial statements or notes
      thereto.





(b) Reports
      on Form 10-K:





There
      were no current reports on Form 10-K filed by the Registrant during the quarter
      ended December 31, 2006





(c) The
      following Exhibit Index sets forth the applicable exhibits (numbered in
      accordance with Item 601 of Regulation S-K) which are required to be filed
      with
      the Annual Report on Form 10-KSB.





Exhibit
                Number
            TitleExhibit
                5.1
            Legal
              opinion letter from Mr. Mark Van WagonerExhibit
                10.1
            Merger
              agreement between Lifetime Books, Inc and Barclay Road, Inc.Exhibit 10.2
            Judgment
              Lien against Lifetime Books, Inc. in favor of Herbert L.
              BeckerExhibit
                31
            Certification
                of the Chief Executive Officer pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.Exhibit
                32
            Certification
                of the Chief Executive Officer pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.





7





**SIGNATURES**





In
      accordance with 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.




BARCLAY
                ROAD, INC.Date: March
                29, 2007
            By:
            /s/
                Herbert L.
                BeckerHerbert
                L. BeckerPresident
                and Chief Executive Officer






8


BARCLAY
        ROAD, INC.
 (A
        DEVELOPMENT STAGE COMPANY)
 
 INDEX
        TO
        FINANCIAL STATEMENTS
   PageReport of Independent Registered Public
                Accounting Firm
              F-1Financial StatementsBalance
                  Sheet as of December 31, 2006
              F-2Statement
                  of Operations for the period October 20, 2006 (Date
                  of Formation) through December 31, 2006
              F-3Statement
                  of Stockholders’ (Deficiency) for the period October
                  20, 2006 (Date of Formation) through December 31,
                  2006
              F-4Statement
                  of Cash Flows for the period October 20, 2006 (Date
                  of Formation) through December 31, 2006
              F-5Notes
                  to Financial Statements
              F-6
                  - 10
 
 
 
 
 Ten
        Industrial Way East, Suite 2, Eatontown, NJ 07724 (732) 544-8111 Fax (732)
        544-8788 E-mail: tax@wgpc.net
 
 **Wiener,
                  Goodmau &****Company,
                  P.C.**
                **Certified
                  Public Accountants**
                **&
                  Consultants**
                
                Joel
                  Wiener, CPA
                Gerald
                  Goodman, CPA
  Memberships
 SEC
        Practice Section of AICPA
 PCPS
        of
        AICPA
 American
        Institute of CPA
 New
        Jersey Society of CPA
 
 **REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
   Board
          of
          Directors Barlay Road, Inc.
 Ville
          Mon-Royal, QC Canada
   We
          have
          audited the accompanying balance sheet of Barclay Road, Inc. (a development
          stage company) at December 31, 2006 and the related statement of operations,
          stockholders' deficiency and cash flows for the period October 20, 2006
          (date of
          formation) through December 31, 2006. 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.
          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 balance sheet 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 Barclay Road, Inc. at December
          31,
          2006 and the results of operations, and cash flows for the period October
          20,
          2006 (date of formation) through December 31, 2006, 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. The Company will need additional working
          capital for its planned activity which raises substantial doubt about its
          ability to continue as a going concern. Management's plans in
          regard to these matters are described in the notes to the financial statements.
          These financial statements do not include any adjustments that might result
          from
          the outcome of this uncertainty.
   
 Weiner,
          Goodman & Company, P.C.
   Eatontown,
          NJ 07724
 March
          6,
          2007
 **Wiener,
        Goodman** & **Company,
        P.C.**
 Certified
        Public Accountants & Consultants


F-1
  BARCLAY
          ROAD, INC. BALANCE
            SHEET (A
              Development Stage Company)
  ASSETS
  December
                    31,2006Current
                    Assets:Cash
                
                $
                4,598Property
                    and equipment - net
                
                
                1,420TOTAL
                    ASSETS
                
                $
                6,018LIABILITIES
                    AND STOCKHOLDERS' DEFICIENCYCurrent
                    Liabilities:Loan
                    from stockholder
                
                $
                30,193Accrued
                    expenses
                
                
                5,251Total
                    Current Liabilities
                
                
                35,444Commitments
                    and ContingenciesStockholders'
                    Deficiency:Preferred
                    stock, no par valueauthorized
                    - unlimited - none outstanding
                
                
                -Common
                    stock no par value - authorized unlimited;422,450,000
                    outstanding
                
                
                -Paid
                    in capital
                
                
                231,195Deficit
                    accumulated during development stage
                
                
                (260,621
                )Total
                    Stockholders' Deficiency
                
                
                (29,426
                )TOTAL
                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                
                $
                6,018
   See
        notes to financial statements
 F-2
 
 BARCLAY
        ROAD, INC. STATEMENT
          OF OPERATIONS (A
            Development Stage Company)
 PeriodOctober
                    20, 2006(Date
                    of formation)throughDecember
                    31,2006Revenues
                
                $
                -Cost
                    and expenses:General
                    and administrative expenses
                
                
                29,174Impairment
                    loss
                
                
                231,195(260,369
                )Loss
                    from operations
                
                
                (260,369
                )Interest
                    expense
                
                
                (252
                )Loss
                    before provision for income taxes
                
                
                (260,621
                )Provision
                    for income taxes
                
                
                -Net
                    loss
                
                $
                (260,621
                )Loss
                    per share - basic and diluted
                
                $
                -Weighted
                    average number of common sharesoutstanding
                    - basic and diluted
                
                
                422,450,000
  
 See
        notes to financial statements
 F-3




BARCLAY
        ROAD, INC. STATEMENT
          OF STOCKHOLDERS' EQUITY (DEFICIENCY) (A
            Development Stage Company)





DeficitAdditional
            
            Cummulative
            
            AccumulatedCommon
                Stock
            
            Preferred
                Stock
            
            Paid
            
            Other
            
            DuringTotal
            
            Number
                of shares
            
            Amount
            
            Number
                of shares
            
            Amount
            
            in
                Capital
            
            Comprehensive
                Expense
            
            Development
              StageBeginning
                balance, October 20, 2006
            
            $
            231,195
            
            
            422,450,000
            
            $
            -
            
            
            -
            
            $
            -
            
            $
            231,195
            
            $
            -
            
            $
            -Net
                (loss)
            
            
            (260,621
            )
            
            
            
            
            
            
            
            -
            
            
            -
            
            
            
            
            
            -
            
            
            (260,621
            )Balance
                at December 31, 2006
            
            $
            (29,426
            )
            
            422,450,000
            
            $
            -
            
            
            -
            
            $
            -
            
            $
            231,195
            
            $
            -
            
            $
            (260,621
            )






See
      notes
      to financial statements


F-4




BARCLAY
        ROAD, INC. STATEMENT
          OF CASH FLOWS (A
            Development Stage Company)
  PeriodOctober
                  20, 2006(Date
                  of formation)throughDecember
                  31,2006Cash
                  flows from operating activities:Net
                  loss
              
              $
              (260,621
              )Adjustments
                  to reconcile net lossto
                  net cash used in operating activities:Depreciation
                  and amortization
              
              
              284Impairment
                  loss
              
              
              231,195Changes
                    in operating assetsand liabilities:
              
              
              -Increase
                  in accrued expenses and accounts payable
              
              
              5,251Net
                  Cash Used in Operating Activities
              
              
              (23,891
              )Cash
                  flows from investing activities:Purchase
                    of property, plant andequipment
              
              
              (1,704
              )Cash
                  flows from financing activities:Loan
                  from stockholder
              
              
              30,193Net
                  Increase in cash
              
              
              4,598Cash
                  - beginning of period
              
              
              -Cash
                  - end of period
              
              $
              4,598Supplementary
                  information:Cash
                  paid during the year for:Interest
              
              $
              -Income
                  taxes
              
              $
              -






See
      notes to financial statements


F-5




BARCLAY
      ROAD, INC.


NOTES
      TO
      FINANCIAL STATEMENTS


DECEMBER
      31, 2006


(A
      DEVELOPMENT STAGE COMPANY)





1.
            DESCRIPTION
                OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
                POLICIES





*Organization*





Barclay
      Road, Inc. (“Barclay Road” or the “Company”) was incorporated on October 20,
      2006 pursuant to the laws of Wyoming.





The
      Company is considered a development stage enterprise as defined in Statement
      of
      Financial Accounting Standards ("SFAS") No. 7, Accounting and Reporting for
      Development Stage Companies, issued by the Financial Accounting Standards Board
      (the “FASB”). Planned principal activities have not yet produced significant
      revenues, as the Company has been engaged primarily in software development.
      The
      ability of the Company to emerge from the development stage with respect to
      its
      planned principal business activity is dependent upon its successful efforts
      to
      raise additional equity financing and to develop and market its
      product.





*Basis
      of Presentation*





On
      November 2, 2006, the Company entered into a plan of merger with Lifetime Books,
      Inc. (“Lifetime Books”). In connection with the plan of merger, the Company
      acquired the assets and assumed the liabilities of Lifetime Books. For
      accounting purposes, the plan of merger has been treated as a recapitalization
      of Lifetime Books (subsidiary) as the acquirer. The financial statements prior
      to November 2, 2006 are those of Lifetime Books.





As
      provided for in the plan of merger, the stockholders at Lifetime Books received
      422,450,000 of Barclay Road common stock, representing 100% of the outstanding
      stock after the merger, in exchange for the outstanding common shares of
      Lifetime Books common stock, which was accounted for as a reverse acquisition.
      The financial statements reflect the retroactive restatement of Lifetime Books’
historical stockholders’ equity to reflect the equivalent number of shares of
      common stock issued in the plan of merger.





The
      merger of Lifetime Books was reported as a purchase with no goodwill, with
      book
      values considered to be fair value.





*Going
      Concern*





The
      Company’s financial statements for the period October 20, 2006 (Date of
      Formation) through December 31, 2006, have been prepared on a going concern
      basis which contemplates the realization of assets and settlement of liabilities
      and commitments in the normal course of business. Management recognizes that
      the
      Company’s continued existence is dependent upon its ability to obtain needed
      working capital through additional equity and/or debt financing and revenue
      to
      cover expenses as the Company continues to incur losses.





F-6




The
      Company’s business is subject to most of the risks inherent in the establishment
      of a new business enterprise. The likelihood of success of the Company must
      be
      considered in light of the expenses, difficulties, delays and unanticipated
      challenges encountered in connection with the formation of a new business,
      raising operating and development capital, and the marketing of a new product.
      There is no assurance the Company will ultimately achieve a profitable level
      of
      operations.





The
      Company presently does not have sufficient liquid assets to finance its
      anticipated funding needs and obligations. The Company’s continued existence is
      dependent upon its ability to obtain needed working capital through additional
      equity and/or debt financing and achieve a level of sales adequate to support
      its cost structure. Management is actively seeking additional capital to ensure
      the continuation of its activities. However, there is no assurance that
      additional capital will be obtained or that the Company will be profitable.
      These uncertainties raise substantial doubt about the ability of the Company
      to
      continue as a going concern. The accompanying financial statements do not
      include any adjustments that might result from the outcome of these
      uncertainties should the Company be unable to continue as a going
      concern.




Significant
      Accounting Policies





Use
      of
      Estimates





The
      preparation of the 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 amounts of revenues and expenses
      during the reporting period. Actual results could differ from those
      estimates.




Concentration
      of Credit Risk





Financial
      instruments which potentially subject the Company to concentrations of credit
      risk consist principally of cash and accrued expenses.





The
      Company's cash and cash equivalents are concentrated primarily in one bank
      in
      the United States. At times, such deposits could be in excess of insured limits.
      Management believes that the financial institution that holds the Company
      financial instrument is financially sound and, accordingly, minimal credit
      risk
      is believed to exist with respect to these financial instruments.





Earnings
      (Loss) Per Share





Basic
      earnings (loss) per common share is computed by dividing net income by the
      weighted average number of common shares outstanding during the specified
      period. Diluted earnings (loss) per common share is computed by dividing net
      income by the weighed average number of common shares and potential common
      shares during the specified period. All potentially dilutive securities have
      been excluded from the computation, as their effect is
      antidilutive.




F-7





Evaluation
      of long-lived Assets





The
      Company reviews property and equipment for impairment whenever events or changes
      in circumstances indicate the carrying indicate the carrying value may not
      be
      recoverable in accordance with guidance in SFAS No. 144 “Accounting for the
      Impairment or Disposal of Long-Lived Assets.” If the carrying value of the
      long-lived asset exceeds the estimated future undiscounted cash flows to be
      generated by such asset, the asset would be adjusted to its fair value and
      an
      impairment loss would be charged to operations in the period
      identified.





Depreciation





Property
      and equipment are stated at cost. Depreciation is provided for by the
      straight-line method over the estimated useful lives of the related
      assets.




Income
      Taxes





Since
      the
      Company is in its development stage and has no income, no income tax benefit
      has
      been reflected on the financial statements.





The
      Company accounts for income taxes using an asset and liability approach under
      which deferred income taxes are recognized by applying enacted tax rates
      applicable to future years to the differences between the financial statement
      carrying amounts and the tax bases of reported assets and liabilities.





The
      principal items giving rise to deferred taxes are certain expenses which have
      been deducted for financial reporting purposes which are not currently
      deductible for income tax purposes and future benefit of certain net operating
      loss carryforward. In recognition of the uncertainty regarding the ultimate
      amount of tax benefits to be deferred from the Company’s net operating loss
      carryforward, the Company has recorded a valuation allowance for the entire
      amount of the deferred assets.




Fair
      Value of Financial Instruments





For
      financial instruments including cash, accrued expenses and stockholder loans,
      it
      was assumed that the carrying amount approximated fair value because of the
      short maturities of such instruments.





F-8





New
      Financial Accounting Standards





In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”, which
      enhances existing guidance for measuring assets and liabilities using fair
      value. This Standard provides a single definition of fair value, together with
      a
      framework for measuring it, and requires additional disclosure about the use
      of
      fair value to measure assets and liabilities. SFAS No. 157 is effective for
      financial statements issued for fiscal years beginning after November 15, 2007,
      and interim periods within those fiscal years. The Company does not believe
      that
      SFAS No. 157 will have a material impact on its financial
      statements.




In
      July
      2006, the FASB issued Interpretation No. 48 “Accounting for Uncertainty in
      Income Taxes" ("FIN 48"). The interpretation requires a two step approach for
      recognizing and measuring tax benefits based on a recognition threshold of
“more
      likely than not”. The FASB also requires explicit disclosures about
      uncertainties in tax positions including a detailed rollforward of tax benefits
      that do not qualify for financial statement recognition. The adoption of FIN
      48
      is effective for fiscal years beginning after December 15, 2006. While the
      Company’s analysis of the impact of this Interpretation is not yet complete, the
      Company does not anticipate it will have a material impact on the financial
      statements.




In
      February 2007, the FASB issued SFAS No. 159 (“SFAS 159”) The Fair Value Option
      for Financial Assets and Financial Liabilities, providing companies with an
      option to report selected financial assets and liabilities at fair value. The
      Standard’s objective is to reduce both complexity in accounting for financial
      instruments and the volatility in earnings caused by measuring related assets
      and liabilities differently. Generally accepted accounting principles have
      required different measurement attributes for different assets and liabilities
      that can create artificial volatility in earnings. SFAS 159 helps to mitigate
      this type of accounting-induced volatility by enabling companies to report
      related assets and liabilities at fair value, which would likely reduce the
      need
      for companies to comply with detailed rules for hedge accounting. SFAS 159
      also
      establishes presentation and disclosure requirements designed to facilitate
      comparisons between companies that choose different measurement attributes
      for
      similar types of assets and liabilities. The Standard requires companies to
      provide additional information that will help investors and other users of
      financial statements to more easily understand the effect of the Company’s
      choice to use fair value on its earnings. It also requires entities to display
      the fair value of those assets and liabilities for which the Company has chosen
      to use fair value on the face of the balance sheet. SFAS 159 is effective for
      fiscal years beginning after November 15, 2007. The Company is currently
      evaluating the impact of the adoption of this Statement on its financial
      statements.





F-9





2.
            OTHER
                ASSETS





On
      December 7, 1988, a judgment for $231,195 U.S. was issued to the benefit of
      Herbert L. Becker (a director and shareholder of the Company) against Lifetime
      Books. The shareholder took possession of all assets of Lifetime Books via
      a
      judgment lien certificate.





Lifetime
      Books is a publishing house with more than 1,500 titles. Lifetime Books
      purchases or licenses manuscripts from authors or from other publishers, and
      then prints and sells them through bookstores such as Barnes and Noble and
      Amazon.com.





As
      of
      December 31, 2006, the Company recorded an impairment loss of $231,195 writing
      down the value of the manuscripts to $-0-.




3.
            PROPERTY
                AND EQUIPMENT




December
                31,
              2006Equipment
            $
            1,704Less:
              Accumulated Depreciation
            
            284$
            1,420




Depreciation
      expense for the period October 20, 2006 (Date of Formation) through December
      31,
      2006, amounted to $284.





4.
            LOAN
                FROM STOCKHOLDER





As
      of
      December 31, 2006, the loan from stockholder is due Herbert Becker, the
      Company’s Chief Executive Officer and Director, in the amount of $30,193. The
      loan bears interest at 5% and interest expense for the period October 20, 2006
      (date of formation) through December 31, 2006 amounted to $252 and is included
      in accrued expenses. The loan is due on demand.




5.
            STOCKHOLDERS’
                EQUITY





The
        Company is authorized to issue unlimited no par value common stock. As of
        December 31, 2006, 422,450,000 common shares are outstanding. All the
        outstanding common stock is fully-paid and non-assessable.








F-10