UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549___________________FORM 10-K/AAmendment #3___________________________ ýANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the fiscal year ended November 30, 2008  ̈TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  Commission file number 333-131599  HIPSO MULTIMEDIA,
INC.(Exact Name Of Registrant
As Specified In Its Charter) Florida
    22-3914075(State of Incorporation)
    (I.R.S. Employer
    Identification No.)550 Chemin du Golf,
    Suite 202, Ile de Soeurs, Quebec, Canada
    H3E
    1A8(Address of Principal Executive Offices)
    (ZIP Code) Registrant's
Telephone Number, Including Area Code: (514) 380-5353 Securities
Registered Pursuant to Section 12(g) of The Act: Common Stock, $0.00001 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. YesxNo ̈ Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes  ̈No x 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 the registrant's knowledge, in
the definitive proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. ̈ On September 9,
2009, the aggregate market value of the 8,933,154 common stock held by non-affiliates of
the Registrant was approximately $893,315. On September 9, 2009, the Registrant had
57,173,508 shares of common stock issued and outstanding. Indicate by check
    mark whether the registrant is a large accelerated filer, an accelerated filer, or a
    non-accelerated filer.Large
    accelerated filer  ̈
    Accelerated filer  ̈
    Non-accelerated
    filerx




TABLE OF CONTENTS

Item
    ____
    Description
       _________
    Page
    ____**PART I**ITEM 1.
    DESCRIPTION
    OF BUSINESSITEM 1A.
    RISK FACTORS RELATED TO OUR BUSINESSITEM 1B.
    UNRESOLVED STAFF COMMENTSITEM 2.
    DESCRIPTION
    OF PROPERTYITEM 3.
    LEGAL
    PROCEEDINGSITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS**PART II**ITEM 5.
    MARKET
    FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERSITEM 6.
    SELECTED FINANCIAL DATAITEM 7.
    MANAGEMENT'S
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS ANDPLAN
    OF OPERATIONITEM 7A.
    QUANTITATIVEAND
    QUALITATIVE DISCLOSURE ABOUT MARKET RISKITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATAITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL
    DISCLOSUREITEM 9A.
    CONTROLS
    AND PROCEDURESITEM 9B.
    OTHER INFORMATION**********PART III**ITEM 10.
    DIRECTORS
    AND EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCEITEM 11.
    EXECUTIVE
    COMPENSATIONITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED
    SHAREHOLDER MATTERSITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCEITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICESITEM 15.
    EXHIBITS
    AND FINANCIAL STATEMENT SCHEDULES




**Forward-Looking Statements and Associated
Risks**

The Private Securities Litigation Reform Act of 1995 provides a
"safe harbor" for certain forward-looking statements. Some of the statements
contained in this amended annual report of Hipso Multimedia, Inc. (hereinafter the
"Company", "We" or the "Registrant") discuss future
expectations, contain projections of our operations or financial condition or state other
forward-looking information. Some statements contained in this amended annual report on
Form 10-K/A that are not historical facts (including without limitation statements to the
effect that we "believe," "expect," "anticipate,"
"plan," "intend," "foresee," or other similar expressions)
and are forward-looking statements. These forward-looking statements are based on our
current expectations and beliefs concerning future developments and their potential
effects on us. There can be no assurance that future developments affecting us will be
those anticipated by us. All comments concerning our expectations for future revenue and
operating results are based on our forecasts of our plan of operation and do not include
the potential impact of any future acquisitions or operations. These forward-looking
statements involve significant risks and uncertainties (some of which are beyond our
control) and assumptions. Should one or more of these risks or uncertainties materialize,
or should any of our assumptions prove incorrect, actual results may vary in material
respects from those projected in the forward-looking statements. For a more detailed
discussion of the foregoing risks and uncertainties, see "Risk Factors". PART I ITEM 1. DESCRIPTION OF BUSINESSBack to Table of Contents Hipso Multimedia, Inc. (the "Company") was incorporated under the laws of the
State of Florida on April 5, 2005, under the name Physicians Remote Solutions, Inc. While
operating as Physicians Remote Solutions, the Company had rights to manufacture and sell a
telephone based voice activated billing and records entry system designed for use by
physicians called DR SPEAK, which was designed to simplify the entry of
patient information and the processing of billing claims by physicians. On May 30, 2007
the Company entered into an agreement to acquire all of the issued and outstanding common
shares of Valtech Communications Inc. (Valtech), a Canadian corporation and a
wholly-owned subsidiary of Hipso Multimedia, Inc., a Florida corporation, in consideration
of the issuance of 40,000,000 shares of common stock of the Company. The effective date of
the reverse merger was June 2, 2008, following which the Company ceased all efforts
related to DR. SPEAK. On July 8, 2008, the Company changed its name to Hipso Multimedia,
Inc. The Company's common stock is subject to quotation on the NASD OTCBB under the symbol
HPSO.

Valtech owns and operates a triple play network providing digital TV, voice
over internet protocol (VoIP) and high-speed internet access via fiber optic cable
(Telecommunication Services). Initially targeting the multi-dwelling unit
(MDU) market in Montreal, Canada, the Companys plan is to offer its
Telecommunication Services throughout Canada. Valtech offers its retail customers a
bundled package including IP telephony, internet bandwidth in 5 and 10 megabytes per
second (Mbps) increments to a maximum of 50 Mbps, and 83 television channels.

In addition to marketing its services to the MDU market, Valtech also offers its
services to hotels, hospital and retirements homes by offering bulk long term agreements
to these commercial customers, marketing its Telecommunication
Services through its website, valtech.ca, through
advertisements in print media and direct mailings. Valtech also directly markets its
Telecommunication Services to scale real estate business such as Brookfield Real Estate,
La Societe d' Habitauonte de Montreal and Embassy Suites Hotels as well as residential
complexes in the greater Montreal area. 

In addition, one of the Companys principal shareholders, Peter Varadi, owns
Canvar Group Inc., a real estate conglomerate based in Quebec, Canada, which owns and
operates residential and office complexes, including the Hilton Garden Inn, in Montreal.
In January 2009, Valtech entered into an oral agreement with Canvar Group, which was
formalized in a written agreement in July 2009, the material terms of which provide as
follows: (i) when Canvar leases or rents apartments or office space, it will provide
brochures, price lists, contact information and other literature relating to
Valtechs Telecommunications Services; (ii) in new or refurbished construction to
which Canvar intends to provide Telecommunications Services, for no additional charge to
tenants Canvar have Valtech install wiring to Valtechs server and pay Valtech for
such installation: and (iii) commencing with apartments presently under construction above
its Hilton Garden Inn, Canvar will provide wiring and equipment to facilitate
Valtechs installation and connections of its Telecommunications Services to premises
in which it is offering telecommunications services at no additional charge to the tenant
and will pay Valtechs standard rate for multiple units on a monthly basis. The agreement is for a one-year term, subject to extension by the parties.

Valtech wires its customers facilities, including apartments, office complexes and
hotels, among others, which in some instances, are at its expense and in others is paid
for by the property owners or operators. Costs of installation for an end-user average
US$200 Note: below it states free installation) , which cost is amortized over a
period of six to twelve months through service charges. As a result, the addition of new
customers may cause initial cash flow deficits which are recouped over the period of
amortization.


On February 10, 2008, Valtech signed a letter of intent with Ericsson Canada, a
subsidiary of the multi-national European telecommunications giant, Telefonaktiebolaget LM
Ericsson (NASDAQ:ERIC for the implementation, maintenance and market development of an
internet protocol television (IPTV) platform. The letter of intent, which is subject to
the negotiation of a definitive agreement, is for Valtech to build and operate a hub for
IPTV, but to date no agreement has been negotiated and no current negotiations are
on-going. If the partnership commences operations, of which there can be no assurance,
Valtech believes that it is well-positioned for the highly attractive IPTV market
opportunity.

At present, Valtech offers two triple play packages.  Each includes high speed
internet, digital TV, and VoIP.  The packages are differentiated as follows:
Emeraude Package


- Price: Cdn$69.99 / month (US$56.63);
- Very high speed internet: 1 meg/sec in and out; 
- Digital TV: 43 channels plus 30 Galaxie channels; 
- VoIP with Caller Id, Voicemail, Email Voicemail, Call Waiting, Transfer on no answer;
and
- Transfer on Call Busy, Permanent Transfer, Caller Id on Call Waiting.
Saphir Package


- Price: Cdn$119.99 / month (US$97.10);
- Very high speed internet: 3 meg/sec in and out;
- Digital TV: 80  channels plus 30 Galaxie channels; 
- VoIP with Caller Id, Voicemail, Email Voicemail, Call Waiting, Transfer on no answer,
Transfer  on Call Busy, Permanent Transfer, Caller Id on Call Waiting; and 
- Unlimited calls to the US and Canada.
Competition


Valtech faces competition in the triple play telecommunications arena primarily from
Bell Canada and Videotron, both of which have significantly longer operating histories and
far greater financial and other resources than does the Company. In the opinion of
management, Valtech offers clearer television service and  Internet services with
broader bandwidth (a maximum of 50 mgbd vs. 10 mgbd) and at a substantially lower monthly
price than does its competitors. Valtech has gained and continues to gain customers from
both of its major competitors. Valtech believes that its main advantage over its
competition is that it provides the last mile (the connection to the building
in which its customers live, stay or work) and that its Telecommunication Services are
provided via fiber optic rather than coaxial cable as used by the incumbent competition.
While its competitors could replace there coaxial cable with fiber optic, the expense is
disproportionate to the financial rewards and such replacement is sporadic at best.
Employees


We currently have approximately 7 full employees, including our president, and two
part-time per diem installers for our Telecommunication Services and equipment.
Patents, Trademarks, Service Marks And Licenses and Other Intellectual Property


At the present time, Valtech owns no patents or intellectual property. Thus, its
competitors can use the same communications technology as Valtech and offer identical
service. However, because of installation of the coaxial network of the incumbent
carriers, they cannot without unreasonable expense over the same maximum bandwidth which
Valtech offers through the use of fiber optics.
Government Regulation


The Companys business is not subject to any governmental regulation.

ITEM 1A. RISK FACTORS RELATED TO OUR BUSINESS Back to Table of Contents
Investing in our common stock will provide an investor with an equity ownership
interest. Shareholders will be subject to risks inherent in our business. The performance
of our shares will reflect the performance of our business relative to, among other
things, general economic and industry conditions, market conditions and competition. The
value of the investment may increase or decrease and could result in a loss. An investor
should carefully consider the following factors as well as other information contained in
this amended annual report on Form 10-K/A for the year ended November 30, 2008.
This amended annual report on Form 10-K/A also contains forward-looking statements that
involve risks and uncertainties. Our actual results could differ materially from those
anticipated in the forward-looking statements as a result of many factors, including the
risk factors described below and the other factors described elsewhere in this Form
10-K/A.
Risk factors related to our business
Valtechs limited operating history makes it difficult for an investor to evaluate
the Companys past performance and future prospects.


The Companys operating subsidiary, Valtech, was formed and commenced offering its
Telecommunication Services in 2006. As a result, the Company has limited historical
financial and operating data upon which an investor can evaluate the Companys
present business and future prospects. This limited operating history makes it very
difficult for investors to evaluate or predict our ability to, among other things, achieve
new and retain existing customers, generate and sustain a revenue base sufficient to meet
operating expenses, and achieve profitability, if ever.
Our auditor has raised doubts about the Company's ability to continue as a going
concern.


The Company has lost money in every quarter since the inception of its business. It
depends on loans from its principal shareholders to survive. These loans bear interest at
an annual rate of 10% for individual amounts exceeding $150,000 (CDN$) (US$137,577). The
loans have no specific terms of repayment and are unsecured. Interest expense for the
years ended November 30, 2008 and 2007 were $2,286 and $0, respectively. Accrued interest
on these loans as of November 30, 2008 and 2007 was $1,937 and $0, respectively.

It is attempting to raise equity funding but, thus far, has been unsuccessful. Given
its present plans to expand its business, in the absence of such loans or successful
fundraising, the Registrant through Valtech, which is its operating subsidiary, will fail.
If, however, Valtech ceased trying to expand and simply administered the accounts it has
developed, in management's opinion, it is anticipated that we could become cash flow
positive within twelve months.
The Company may not be successful in implementing its business plan.


While the Companys business model and strategy of offering triple
play Telecommunications Services is similar to those being utilized by many existing
providers of telecommunication services, the Company may not be successful, for many
reasons, including but not limited to insufficient resources to compete in its present
market or in expanded markets in Canada or elsewhere.. If the assumptons underlying the
business model are not valid or if the Company is unable to implement the business plan,
achieve predicted levels of market penetration or obtain the desired level of pricing of
services for sustained periods, the Company may not be successful. The Company focuses on
selling directly to consumers and through hotels and apartment buildings. It may never be
able to achieve significant market acceptance, favorable operating results or
profitability.
The Company is dependent upon two major customers.


Valtech is dependent upon two major customers, one of which, Canvar Group, is owned by
a major shareholder. The other major customer is Residence des Boulevards. The two major
customers accounted for approximately 41% of the Companys accounts receivable at
November 30, 2008. However, as Valtech completes each installation of its equipment in the
residences and business facilities of individual retail customers, the individual
customers become the customer and are billed directly. As a result, in future periods the
Companys dependence on one or more major customers should decline.
The Company expects that its losses will continue for the foreseeable future.


The Company has incurred losses and experienced negative cash flow from operations
since it commenced its Telecommunications Services business. It expects to continue to
incur significant losses and negative cash flow from operations for the foreseeable
future. If revenue does not grow as it expects or if its ability to raise capital is
insufficient or operating expenditures exceed its expectations, then the Companys
business, prospects, financial condition and results of operations will face materially
adverse effects.
Competitive forces may result in the decrease of the price for the Companys
Telecommunication Services.


Prices for communications services have historically decreased over time. The Company
expects that prices for its Telecommunications Services may decrease after the market for
such services becomes saturated. In managements opinion, saturation will not occur
for at least five years. In that event, the Company may have to reduce prices in order to
remain competitive. The inability to sell its Telecommunication Services at desired
pricing levels would significantly impair its ability to achieve profitability.
Valtech owns no patents or other proprietary technology.


Valtech has not applied for any patents nor does it own proprietary technology. As a
result, competitive companies can offer the same services as Valtech utilizing the same
technologies
The market in which Valtech operates is highly competitive.


The market for telecommunications and Internet services in the Companys market is
extremely competitive. Valtech faces competition on price and quality of service from
traditional communications companies with longer operating histories, more established
customer relationships, greater financial, technical and marketing resources, larger
customer bases and greater brand or name recognition. Furthermore, companies that may seek
to enter our markets may expose us to severe price competition and technological
developments. Any of these factors may limit the Companys ability to compete
effectively. At present, Valtech does not have a significant presence in the Montreal
triple play market but the Company believes that its market share will grow because of its
growing name recognition through advertising (both print and Internet) and customer
referrals and a combination of quality of its service and lower prices than the incumbent
competition. The completion is primarily from Bell Canada and Videotron.
The Company has been dependent upon loans from its principal shareholders to fund its
negative cash flow from operations.


Presently, the four largest shareholders have loaned funds to the Company to make up
its negative cash flow and the Company is dependent on these loans from its principal
shareholders to continue its operations at present levels. The loans from affiliates are
interest-free except that loans in excess of CDN $150,000 bear interest of 10% on balances
above CDN $150,000.
The Company requires additional funding in the future in order to grow its business.


The Company is attempting to raise debt or equity funding from unaffiliated entities
but, to date, it has not been successful.  Given its present plans to expand its
business, in the absence of continued loans from its principal shareholders or successful
fundraising, the Company may not be able to successfully compete and fully develop its
business plan. Notwithstanding the foregoing, the Company believes that if Valtech reduced
efforts for expansion and simply administered its existing customer accounts, it would
become cash flow positive within twelvemonths.The actual amount and timing of future capital requirements will depend upon a number
of factors, including, but not limited to:

- the number of new markets it enters and the timing of entry; 
- the rate and price at which customers purchase services; 
- the level of marketing required to attract and retain customers; and 
- opportunities to invest in or acquire complementary businesses.
Failure to manage growth could have a detrimental effect on the Companys
business.


The Company anticipates that the number and rate of installations for new customers
will continue to increase provided that the Company is able to raise sufficient capital.
However, rapid growth would place a significant strain on the Companys management,
financial controls, operations, personnel and other resources. If the Company fails to
manage its anticipated rapid growth, its business could be materially adversely affected.
If the Company is unable to provide its existing customers with adequate service and if it
does not institute adequate financial and reporting systems, managerial controls and
procedures, its financial condition will be adversely affected. It is currently
implementing operational support systems to bill customers, process customer orders and
coordinate with vendors and contractors. To manage growth effectively, it must
successfully implement these systems on a timely basis and continually expand and upgrade
these systems as our operations expand.The Companys success depends in large part on its retention of executive
officers.


The Company is managed by a small number of executive officers. Competition for
qualified executives in the telecommunications industry is intense, and there are a
limited number of persons with comparable experience. The Company depends upon its
executive officers, and, in particular, Rene Arbic, President and Chief Executive Officer,
to execute its business strategy and manage employees. While Company does not have
employment agreements with nor does it have "key person" life insurance policies
on any of its executive officers, Rene Arbic has an employment agreement with Valtech, the
Companys operating subsidiary. The loss of these key individuals would have a
material adverse effect on the Companys business.
If the Company fails to recruit and hire qualified personnel in a timely manner or to
retain its employees, it will not be able to execute its business strategy.


The Companys strategy is to continue expanding its presence in Montreal and in
Quebec Province. It also plans to expand its service areas to other provinces in Canada.
In order to execute this strategy, it must identify, hire, train and retain highly
qualified technical, sales, marketing and customer service personnel. If it cannot hire
and retain a sufficient number of qualified employees, it will not be able to expand as
planned. The Company may be unable to identify, hire or retain employees with experience
in the telecommunications industry. Any failure to attract suitable employees would
adversely affect its business.
The Company may make acquisitions of complementary businesses in the future which may
disrupt its business and be dilutive to existing shareholders.


The Company intends to consider acquisitions of businesses in the future. Acquisitions
of businesses and technologies involve numerous risks, including the diversion of the
attention of management, difficulties in assimilating the acquired operations, loss of key
employees from the acquired company and difficulties in transitioning key customer
relationships. In addition, acquisitions may result in dilutive issuances of equity
securities, the incurrence of additional debt, large one-time expenses and the creation of
goodwill or other intangible assets that result in significant amortization expense. Any
of these factors could materially harm the Companys business or operating results.
The Companys quarterly operating results are likely to fluctuate significantly,
causing its stock price to be volatile.


The Company cannot accurately forecast quarterly revenue and operating results, which
may fluctuate significantly from quarter to quarter. If quarterly revenue or operating
results fall below the expectations of investors or securities analysts, the price of its
common stock could fall substantially. Its quarterly revenue and operating results may
fluctuate as a result of a variety of factors, many of which are outside our control,
including:

- the amount and timing of expenditures relating to the rollout of services; 
- the rate at which it is able to attract and retain customers; 
- the availability of future financing to continue expansion; 
- technical difficulties; 
- the introduction of new services or technologies by our competitors and 
- pressures on the pricing of services.
The Companys principal shareholders and management own a significant percentage
of its capital stock and are able to exercise significant influence over the Company.


The Companys executive officers and directors and principal shareholders together
beneficially own a majority of the total common stock of the Company. Accordingly, these
stockholders, as a group, will be able to determine the composition of the board of
directors and will retain the power to approve all matters requiring shareholder approval
and will continue to have significant influence over the Companys affairs. This
concentration of ownership could have the effect of delaying or preventing a change in
control of the Company or otherwise discouraging a potential acquirer from attempting to
obtain control of our company, which in turn could have a material and adverse effect on
the market price of our common stock or prevent our stockholders from realizing a premium
over the market prices for their shares of common stock.
Risk factors related to the market for our common stock
There is no assurance that an active trading market will be sustained
for our common stock.


Our common stock became eligible for quotation on the NASD OTCBB under
the symbol HPSO on August 8, 2008. Further, there can be no assurance
regarding the market price of our shares. In addition, the liquidity of any trading market
in our common stock, and the market price quoted for the shares of common stock, may be
adversely affected by changes in the overall market for securities generally and by
changes in our financial performance or prospects for companies in our industry generally.
As a result, you cannot be sure that an active trading market will develop or be sustained
for our shares.
State blue sky registration; potential limitations on resale of our
securities.


It is the intention of the management to seek coverage and publication
of information regarding the Company in an accepted publication which permits a manual
exemption. This manual exemption permits a security to be distributed in a particular
state without being registered if the Company issuing the security has a listing for that
security in a securities manual recognized by the state. However, it is not enough for the
security to be listed in a recognized manual. The listing entry must contain (1) the names
of issuers, officers, and directors, (2) an issuer's balance sheet, and (3) a profit and
loss statement for either the fiscal year preceding the balance sheet or for the most
recent fiscal year of operations. Furthermore, the manual exemption is a nonissuer
exemption restricted to secondary trading transactions, making it unavailable for issuers
selling newly issued securities.

Most of the accepted manuals are those published in Standard and
Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance
Reports, and many states expressly recognize these manuals. A smaller number of states
declare that they "recognize securities manuals" but do not specify the
recognized manuals. The following states do not have any provisions and therefore do not
expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana,
Montana, South Dakota, Tennessee, Vermont and Wisconsin.
Dividends unlikely.


We do not expect to pay dividends for the foreseeable future. The
payment of dividends, if any, will be contingent upon our future revenues and earnings,
capital requirements and general financial condition. The payment of any dividends will be
within the discretion of our board of directors. It is our intention to retain all
earnings for use in the business operations and accordingly, we do not anticipate that the
Company will declare any dividends in the foreseeable future.
Possible Issuance of Additional Securities.


Our Articles of Incorporation authorize the issuance of 100,000,000
shares of common stock, par value $0.00001. As of September 9, 2009, we have 57,173,508
shares of common stock issued and outstanding. We may issue additional shares of common
stock in connection with any financing activities, as compensation for services or in
connection with any future acquisitions. To the extent that additional shares of common
stock are issued, our shareholders would experience dilution of their respective ownership
interests in the Company. The issuance of additional shares of common stock may adversely
affect the market price of our common stock and could impair our ability to raise
additional capital through the sale of our equity securities.
Compliance with Penny Stock Rules.


Our securities are considered a "penny stock" as defined in
the Exchange Act and the rules thereunder, since the price of our shares of common stock
is less than $5. Unless our common stock will otherwise be excluded from the definition of
"penny stock," the penny stock rules apply with respect to our common stock. The
penny stock rules require a broker-dealer prior to a transaction in penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure document
prepared by the SEC that provides information about penny stocks and the nature and level
of risks in the penny stock market. The broker-dealer also must provide the customer with
current bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its sales person in the transaction, and monthly account statements
showing the market value of each penny stock held in the customer's account. In addition,
the penny stock rules require that the broker-dealer, not otherwise exempt from such
rules, must make a special written determination that the penny stock is suitable for the
purchaser and receive the purchaser's written agreement to the transaction. These
disclosure rules have the effect of reducing the level of trading activity in the
secondary market for a stock that becomes subject to the penny stock rules. So long as the
common stock is subject to the penny stock rules, it may become more difficult to sell
such securities. Such requirements, if applicable, could additionally limit the level of
trading activity for our common stock and could make it more difficult for investors to
sell our common stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS Back to Table of Contents
The Company is filing this amendment to its annual report for the
fiscal year ended November 30, 2008, in response to a SEC comment letter dated July 10,
2009.

ITEM 2.
DESCRIPTION OF PROPERTIESBack to Table of Contents
The Company's corporate offices are located at 550 Chemin du Golf, Suite 202, Ile des
Soeurs, Quebec H3E 1A8.  The office building is owned by Canvar Group, which is owned
by Peter Varadi, a principal shareholder. The office space is made available to us on a
month-to-month basis on a rent-free basis. The Company believes that the office facilities
of approximately 2,500 square feet are sufficient for the foreseeable future and that this
arrangement will remain in effect.

ITEM 3. LEGAL PROCEEDINGBack to Table of Contents
The Company filed a complaint on January 29, 2009 against Florida
Atlantic Stock Transfer, Inc., its transfer agent and Thomas Klein and Arshad Shah, two
former consultants  in the Circuit Court of the 17thJudicial Circuit,
Broward County, Florida. Each consultant was issued 300,000 shares or restricted common
stock and options to purchase an additional 500,000 shares of restricted common stock
exercisable immediately and 700,000 options exercisable in tranches. Each consultant
exercised the options for the initial 500,000 shares but each failed to pay the aggregate
exercise price of $30,000 or US$.06 per share. The Company cancelled the consulting
agreements on the grounds of non-performance. The complaint demanded a stop on the
transfer of shares issued, and cancellation of those shares and options to purchase
additional shares, as well as payment of share subscriptions. The outcome of the
litigation is undeterminable at present. The 600,000 shares are reflected as outstanding
in the accompanying consolidated financial statements and stock based compensation of
$36,000 was recorded. Additionally, the fair value of the options have been recorded
aggregating $22,820 and a provision for $60,000 has been recorded for the amount due for
the option exercise price since the consultants have not paid the option price to date.

The Company is not a party to any other litigation and does not believe
that any litigation is pending or threatened.ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERSBack to Table of Contents

None.




PART II ITEM 5.
MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERBack to Table of Contents (a) Market Price InformationThe Registrant's common stock
is subject to quotation on the NASD OTCBB under the symbol HPSO. To the best knowledge of
the Registrant, there has been no liquid trading market for the Registran's common stock
since its registration statement was declared effective. The following table shows the
high and low bid prices for the Registrant's common stock during the last three fiscal
years as reported by the National Quotation Bureau Incorporated. These prices reflect
inter-dealer quotations without adjustments for retail markup, markdown or commission, and
do not necessarily represent actual transactions. **Fiscal
    2009**
    
    **Fiscal
    2008**
    
    **Fiscal
    2007****High**
    
    **Low**
    
    **High**
    
    **Low**
    
    **High**
    
    **Low**First Quarter ended February 28,
    
    $
    1.29
    
    $
    0.09
    
    $
    0.09
    
    $
    0.05
    
    $
    0.10
    
    $
    0.02Second Quarter ended May 31,
    
    $
    0.25
    
    $
    0.06
    
    $
    0.19
    
    $
    0.02
    
    $
    0.10
    
    $
    0.02Third Quarter ended August 31,
    
    $
    0.16
    
    $
    0.06
    
    $
    0.18
    
    $
    0.01
    
    $
    0.10
    
    $
    0.02Fourth Quarter ended November 30,
    
    $
    -
    
    $
    -
    
    $
    0.19
    
    $
    0.07
    
    $
    0.06
    
    $
    0.02 Approximate Number of Holders of Common Stock: On September 20, 2009,
there were approximately 25 shareholders of record of our common stock. **Securities
Authorized for Issuance Under Equity Compensation Plans** The Registrant's
board of director approved an equity compensation plan under which 3,000,000 shares of our
common stock is authorized for issuance. No shares have been issued under such plan as of
the filing of this mended annual report for the year ended November 30, 2008.  **Dividend Policy** Holders of our common stock are entitled to dividends
when, as, and if declared by the Board of Directors, out of funds legally available
therefore. There are no restrictions in our articles of incorporation or by-laws that
restrict us from declaring dividends.  **Recent Sales of Unregistered Securities** **Date of Issuance**
    **Name**
    **No. of Shares**
    **Consideration**
    **Exemption**04/06/2005
    Gary Cella
    4,500,000
    For services provided valued at
    $45
    Section 4(2)04/06/2005
    Jonathan B. Reisman
    4,500,000
    For services provided valued at
    $45
    Section 4(2)09/01/2005
    Christina Del Pin
    200,000
    Pursuant to licenses agreements
    valued at $20,000
    Section 4(2)10/21/2005
    Robert Vecchio
    25,000
    Private placement valued at
    $2,500
    Section 4(2)10/21/2005
    Cono Onorato
    25,000
    Private placement valued at
    $2,500
    Section 4(2)10/21/2005
    James Onorato
    25,000
    Private placement valued at
    $2,500
    Section 4(2)10/21/2005
    Alan Polsky
    400,000
    Private placement valued at
    $40,000
    Section 4(2)10/27/2005
    Anthony Abruscato
    100,000
    Private placement valued at
    $10,000
    Section 4(2)10/27/2005
    Todd Brook
    100,000
    Private placement valued at
    $10,000
    Section 4(2)11/01/2005
    Robert Cutler
    20,000
    Private placement valued at
    $2,000
    Section 4(2)11/01/2005
    Dean Lubatt
    50,000
    Private placement valued at
    $5,000
    Section 4(2)11/01/2005
    Anthony Abruscato
    100,000
    Private placement valued at
    $10,000
    Section 4(2)11/29/2005
    Michael Canning
    25,000
    Private placement valued at
    $2,500
    Section 4(2)11/29/2005
    David Teresi
    25,000
    Private placement valued at
    $2,500
    Section 4(2)11/29/2005
    Derek Christian
    25,000
    Private placement valued at
    $2,500
    Section 4(2)11/29/2005
    Juan Carlos Canales
    50,000
    Private placement valued at
    $5,000
    Section 4(2)11/30/2005
    Richard Schreiber
    150,000
    Private placement finder's fees
    valued at $15,000
    Section 4(2)11/30/2005
    Patricia Stewart
    150,000
    Private placement finder's fees
    valued at $15,000
    Section 4(2)12/01/2005
    Alfred Cella
    75,000
    For services as director valued
    at $7,500
    Section 4(2)12/01/2005
    Lee Hanover
    125,000
    For services as officer valued at
    $12,500
    Section 4(2)12/01/2005
    Martin Horowitz
    75,000
    For services as director valued
    at $7,500
    Section 4(2)08/01/2006
    Christopher LaRose
    666,672
    For services as CFO valued at
    $66,667
    Section 4(2)12/01/2006
    Envisionit Media, Inc.
    5,000
    For services valued at $500
    Section 4(2)05/01/2007
    Doughlas Jordan
    100,000
    Private placement valued at
    $10,000
    Section 4(2)05/01/2007
    Vincent DiGaetano
    100,000
    For services valued at $10,000
    Section 4(2)03/13/2008
    Antonio P. Moura
    120,000
    For services valued at $7,200
    Section 4(2)03/13/2008
    Joel Pensley
    583,500
    For services valued at $35,010
    Section 4(2)09/30/2008
    Gaetan Fontaine
    50,000
    For services valued at $1,993
    Section 4(2)02/13/2009
    Joel Pensley
    85,000
    For services valued at $14,450
    Section 4(2)06/17/2009
    Joel Pensley
    100,000
    For services valued at $16,000
    Section 4(2)06/17/2009
    Maureen Abato
    100,000
    For services valued at $16,000
    Section 4(2)07/02/2009
    Claude Gendron
    900,000
    For services valued at $135,000
    Section 4(2) The Company believes that the above issuances of
restricted shares were exempt from registration pursuant to Section 4(2) of the Act as
privately negotiated, isolated, non-recurring transactions not involving any public
solicitation. The recipients in each case represented their intention to acquire the
securities for investment only and not with a view to the distribution thereof.
Appropriate restrictive legends are affixed to the stock certificates issued in such
transactions. **Equity Compensation Plans** Securities Authorized for Issuance Under Equity Compensation Plans. Equity
    Compensation Plan InformationPlan category
    Number of securities to be issued upon exercise of outstanding options, warrants
    and rights
    (a)
    Weighted-average exercise price of outstanding options, warrants and rights
    (b)
    Number of securities remaining available for future issuance under equity
    compensation plans (excluding securities reflected in column (a) (c)Equity compensation plans approved by security holders
    -0-
    -0-
    3,000,000Equity compensation plans not approved by security holders
    -0-
    -0-
    -0-Total
    -0-
    -0-
    3,000,000 **ITEM 6. SELECTED FINANCIAL DATA**Back to Table of Contents **Operating Results Data:**
    
    **2008**
    
    **2007**Revenues
    $
    372,638
    $
    123,324Net loss
    
    (837,176)
    
    (224,172)Net loss per basic common
    shareholder
    
    (0.02)
    
    (0.00)Basic weighted average common
    shares
    
    53,692,041
    
    51,501,800**Financial Position Data:**Total assets
    
    335,034
    
    480,965Total liabilities
    
    1,067,922
    
    782,308Stockholders' deficit
    
    (732,888)
    
    (301,343) ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS AND FINANCIAL CONDITIONSBack to Table of Contents Forward-Looking Statements

The following discussion contains forward-looking statements. Forward-looking
statements give our current expectations or forecasts of future events. You can identify
these statements by the fact that they do not relate strictly to historical or current
facts. They use of words such as "anticipate," "estimate,"
"expect," "project," "intend," "plan,"
"believe," and other words and terms of similar meaning in connection with any
discussion of future operating or financial performance. From time to time, we also may
provide forward-looking statements in other materials we release to the public.

The following discussion should be read in conjunction with our financial statements
and the related notes appearing elsewhere in this report.  The following discussion
contains forward-looking statements reflecting our plans, estimates and beliefs.  Our
actual results could differ materially from those discussed in the forward-looking
statements. Factors that could cause or contribute to such differences include, but are
not limited to those discussed below and elsewhere in this report, particularly in the
section entitled "Risk Factors".

To the extent that statements in the report are not strictly historical, including
statements as to revenue projections, business strategy, outlook, objectives, future
milestones, plans, intentions, goals, future financial conditions, future collaboration
agreements, the success of the Company's development, events conditioned on stockholder or
other approval, or otherwise as to future events, such statements are forward-looking. All
forward-looking statements, whether written or oral, and whether made by or on behalf of
the Company, are expressly qualified by the cautionary statements and any other cautionary
statements which may accompany the forward-looking statements, and are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The
forward-looking statements contained in this annual report are subject to certain risks
and uncertainties that could cause actual results to differ materially from the statements
made. Other important factors that could cause actual results to differ materially include
the following: business conditions and the amount of growth in the Company's industry and
general economy; competitive factors; ability to attract and retain personnel; the price
of the Company's stock; and the risk factors set forth from time to time in the Company's
SEC reports, including but not limited to its annual report on Form 10-K; its quarterly
reports on Forms 10-Q; and any reports on Form 8-K.

**Overview**

In June 2007, we acquired our wholly-owned subsidiary, Valtech Communications Inc.
("Valtech") in a reverse merger transaction, issuing 40 million restricted
shares to the Valtech shareholders.

Valtech offers low-cost, highly reliable service of Digital Phone, Digital Voice,
High-Speed Internet and Digital TV backed by fast, friendly and live customer
service(Telecommunication Services). We have expanded our bundled services by
providing an end-to-end IPTV solution consisting of IPTV middleware, video on demand,
network based PVR, IPTV head ends, content protection, IPTV infrastructure, system
integration and IPTV applications such as games.

We intend to use our limited resources to market our services to new residential and
commercial building complexes and existing hotel chains. Further, we intend to market our
bundled Telecommunication Services in industry publications and intend to develop our
website and promote its presence in order to increase web traffic and possible sales to
new clients (www.valtech.ca).

Provided the Company can secure additional funding, our plan to increase our marketing
activities throughout Canada, pay industry compatible salaries to our executives and
staff, hire additional salespersons, who among other activities, would engage in direct
solicitations. At present, we have not received commitments for capital from third parties
and there can be no assurance that we will be able to acquire additional capital on terms
acceptable to the Company, if at all.

We believe that the our negative cash flow from operations will decrease steadily as
our subscriber base increases. While we have a commitment from a principal shareholder to
provide funding until we achieve positive cash flow from operations, if our affiliated
control shareholders cease provided short-term interim funding through loans to expand our
business, the Company may experience reduced growth in its revenues.

Regardless of the amount of funds available to us for marketing, we intend to continue
to pursue strategic alliances with complementary businesses in an effort to enter and
expand our Telecommunication Services. The complementary businesses we intend to solicit
are those that have developed and maintain marketing channels to our potential customers.

At present, we use proceeds from shareholder loans to purchase telecommunication
hardware, cables and equipment. It is our intention to secure alternative debt and/or
equity funding sources in order to reduce depends from our current funding sources.

Our management believes that the trend in our business is toward greater convergence to
high speed Internet and high definition television. We believe that our bundled
Telecommunication Services are competitive in terms of reliability and pricing as compared
to the services offered by incumbent operators. Since we have no patent protection, it is
possible that a well-funded company could enter the field and diminish our prospective
business growth. We face uncertainties regarding our future growth because we must
compete on price and quality of service with traditional communications companies
with far longer operating histories, more established customer relationships, greater
financial, technical and marketing resources, larger customer bases and greater brand or
name recognition. Furthermore, companies that may seek to enter our markets may expose us
to severe price competition and future technological developments could make us less
competitive. Cash and Cash Equivalents. The Company considers all highly liquid fixed income
investments with maturities of three months or less, to be cash equivalents. On November
30, 2008, the Company had cash of $19. At November 30, 2008 the company had no cash
equivalents.
Accounts Receivable. Management periodically reviews the current status of existing
receivables and management's evaluation of periodic aging of accounts. The Company charges
off accounts receivable to expense when deemed uncollectible. The Company had no bad debt
expenses at the end of November 30, 2008 and 2007, respectively. The Company accounts
receivable for the years ended November 30, 2008 and 2007 were $64,971 and $80,787,
respectively.
Deferred Costs. The Company's deferred development costs were $371,983 at November
30, 2008 and $435,396 at November 30, 2007. The Company recorded $78,876 amortization
expense for the year ended November 30, 2008 and $67,476 for the year ended November 30,
2007 reflecting increased volume of installation costs. The Company's deferred development
costs are amortized over five (5) years. The level of development costs is directly
related to the level of business development which we cannot predict with certainty,
although Valtech is actively marketing its telecommunications services.
Revenue Recognition. The Company's wholly owned subsidiary, Valtech Communications,
Inc. owns and operates a triple play (telephone, internet and TV channels distribution)
network in Canada via fiber to individual customers, hotels and retirement homes. The
Company bills its subscribers on a monthly basis and recognizes the monthly revenue based
upon the specific plan selected by the subscriber. The Company also provides contract
services to wire commercial buildings with fiber optic cable in order to provide for
similar services.
Property and Equipment. Property and equipment are stated at cost and are
depreciated using the straight line method over their estimated useful lives 5 - 7 years
for equipment. The Company does not own real estate. The Company for the year ended
November 30, 2008 had $26,373 of equipment and for the year ended November 30, 2007
$33,944. This decrease represents the depreciation of existing equipment.
Results of Operations.


Comparison of the years ended November 30, 2008 and 2007

*Revenues:* Revenue for the year ended November 30, 2008 was $372,638 compared
to $123,324 for year ended November 30, 2007. The Company's revnues increase was $249.314
which represents a 202% increase from the prior year. Valtech accounted for one hundred
per cent (100%) of revenues for November 30, 2008 and 2007, respectively. The Company's
increase in revenue is mainly attributed to new customers. The increase in new customers
for our Telecommunication Services is attributable to our marketing activities and
increased name recognition. We believe that our revenues are recurring as we have
experienced low customer turn-over rates.
Cost of Sales: Cost of Sales for the year ended November 30, 2008 was $497,572
compared to $61,733 for year ended November 30, 2007. The Company's cost of sales increase
was $435,839 which represents a 706% increase from prior year due to higher costs
associated with the increase in sales. Advertising expenses remained stable. Thus, the
increase in the cost of sales arose from the increase in the costs of wiring and
installation as well as equipment, such as set top boxes.

*Depreciation and Amortization:*For the year ended November 30, 2008 we
recorded $85,197 in depreciation and amortization expenses compared to $73,536 during the
year ended November 30, 2007.

General and Administrative Expenses: General and Administrative Expenses for the
year ended November 30, 2008 was $677,660 compared to $274,618 for year ended November 30,
2007. The Company's general and administrative expenses increase was $391,288 which
represents a 142.48% increase from prior year due to higher costs related to increase in
sales. Valtech increased its technical office staff in order to respond to tenders for
business.
Interest Income: Interest Income for the year ended November 30, 2008 was $11
compared to $117 for the year ended November 30, 2007. The Company's interest income was
$106 less than the prior year which represents a 90.06 % decrease. The Company had less
cash for the year ended November 30, 2008 resulting in less interest income as compared to
the year ended November 30, 2007.
Interest Expense: The Company's interest expense for the year ended November 30,
2008 was $29,268 compared to $11,262 for year ended November 30, 2007. The increase of
$18,006 represents a 159.88%. This was the direct result of increases in line of credit
draw for working capital to enable the purchase of equipment for new installations.
Liquidity and Capital Resources


During the year ended November 30, 2008, we had a net decrease in cash of $9,363. Total
cash resources as of November 30, 2008 was $19. During the year ended November 30, 2008
and 2007, net cash used in operating activities was $491,992 and $12,972, respectively.
This cash was used to fund our operations for the periods, adjusted for non-cash expenses
and changes in operating assets and liabilities.

Net cash used in investing activities for the year ended November 30, 2008 was $14,372
compared to $428,791 net cash used in investing activities for the year ended November 30,
2007. The net cash used in investing activities for the year ended November 30, 2008
and 2007 was related to deferred development costs of $14,372 and $428,791, respectively.
The decrease in deferred development costs is directly related to the installation of
equipment needed to provide our services.

Net cash provided by financing activities was $397,268 for the year ended November 30,
2008 compared to $422,958 net cash provided by financing activities for the year ended
November 30, 2007. The net cash provided by financing activities for the year ended
November 30, 2008 resulted from a bank loan of $163,438 and proceeds of $233,830 from
affiliated shareholders. The net cash proceeds from financing activities for the year
ended November 30, 2007 resulted from a bank loan of $287,971 and proceeds of $134,987
from affiliated shareholders.

Our continued operations will depend on whether we are able to raise additional funds
through third parties, such as equity and debt financing, as well as additional loans from
our affiliated shareholders. However, there can be no assurance that such additional funds
will be available on acceptable terms and there can be no assurance that any additional
funding that we do obtain will be sufficient to meet our needs in the long term. We will
continue to fund operations from cash on hand and through the similar sources of capital
previously described. We can give no assurances that any additional capital that we are
able to obtain will be sufficient to fully fund our growth plan.
Current and Future Financing Needs


We have incurred an accumulated deficit of $1,117,753 through November 30, 2008. We
have incurred negative cash flow from operations since we started our Telecommunication
Services business. We have spent, and expect to continue to spend, substantial amounts in
connection with implementing our business strategy, including equipment related to our
Telecommunications Services. Based on our current plans, we believe that our cash will not
be sufficient to enable us to meet our planned operating needs, including our plan for
expansion, at least for the next 18 months. Our cash requirements for fiscal year 2009 are
estimated to be $600,000 based on our present revenue growth rate. We have short-term
funding commitments of $500,000 from one of our controlling shareholders until such time
the Company generates positive cash flow from operations or is able to secure alternative
long-term funding through the issuance of debt and/or equity. We expect to be able to meet
our current debt obligations provided that our current customer base does not decrease. At
present, the Company is unable to meet its obligations under the Ericsson agreemet unless
it raises additional funding, and no negotiations are on-going with Ericsson at present.

However, the actual amount of funds we will need to operate is subject to many factors,
some of which are beyond our control. These factors include the following:

-  the progress of our revenue growth under the current uncertain business
environment;
 - the number and additional subscriber to out bundled Telecommunications Services;
 - our ability to retain our current subscriber base and licensing arrangements;
 - our ability to achieve secure equipment financing;
 - the costs involved in marketing our Telecommunication Services; and
 - the costs involved being a public company.

We have based our estimate on assumptions that may prove to be wrong. We may need to
obtain additional funds sooner or in greater amounts than we currently anticipate.
Potential sources of financing include strategic relationships, public or private sales of
our shares or debt and other sources. We may seek to access the public or private equity
markets when conditions are favorable due to our long-term capital requirements. We do not
have any committed sources of financing at this time, and it is uncertain whether
additional funding will be available when we need it on terms that will be acceptable to
us, or at all. If we raise funds by selling additional shares of common stock or other
securities convertible into common stock, the ownership interest of our existing
stockholders will be diluted. If we are not able to obtain financing when needed, we may
be unable to carry out our business plan. As a result, we may have to significantly limit
our operations and our business, financial condition and results of operations would be
materially harmed.
Effect of Exchange Rate on Cash.

The Company benefited from the Canadian exchange rate total of $99,733 for the year
ended November 30, 2008 compared to $858 for the year ended November 30, 2007. The
decrease reflects the decrease in the value of the Canadian dollar as compared to the
United States dollar.
Cash end of Year. The Company cash decreased by $9,363 to $19 at the end of
November 30, 2008 compared to a decrease of $17,947 to $9,382 at the end of November 30,
2007.
Off-Balance Sheet Arrangements


As of November 30, 2008 we did not have any off-balance sheet arrangements as defined
in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act of 1934.
Contractual Obligations and Commitments


The Company leases its office space from a related party. See also footnote 7 in the
consolidated financial statements.
Critical Accounting Policies


Our financial statements are prepared in accordance with accounting principles
generally accepted in the United States, which require management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the date of the
financial statements, the disclosure of contingent assets and liabilities and the reported
amounts of revenues and expenses during the reporting period. Actual results could differ
from those estimates. The critical accounting policies that affect our more significant
estimates and assumptions used in the preparation of our financial statements are reviewed
and any required adjustments are recorded on a monthly basis.
Recent Accounting Pronouncements


On December 16, 2004, the Financial Accounting Standards Board
(FASB) published Statement of Financial Accounting Standards No. 123 (Revised
2004), Share-Based Payment (SFAS 123R). SFAS 123R requires
that compensation cost related to share-based payment transactions be recognized in the
financial statements. Share-based payment transactions within the scope of SFAS 123R
include stock options, restricted stock plans, performance-based awards, stock
appreciation rights, and employee share purchase plans. The provisions of SFAS 123R, as
amended, are effective for small business issuers beginning as of the next fiscal year
after December 15, 2005. The Company has adopted the provisions of SFAS 123R. The adoption
of this principle had no effect on the Companys operations.

On January 1, 2006, the Company adopted the provisions of FAS No. 123R
Share-Based Payment (FAS 123R) which requires recognition of
stock-based compensation expense for all share-based payments based on fair value. Prior
to January 1, 2006, the Company measured compensation expense for all of its share-based
compensation using the intrinsic value method prescribed by Accounting Principles Board
(APB) Opinion No. 25, Accounting for Stock Issued to Employees
(APB 25) and related interpretations. The Company has provided pro forma
disclosure amounts in accordance with FAS No. 148, Accounting for Stock-Based
Compensation  Transition and Disclosure  an amendment of FASB Statement No.
123 (FAS 148), as if the fair value method defined by FAS No. 123,
Accounting for Stock Based Compensation (FAS 123) had been applied
to its stock-based compensation.

The Company has elected to use the modifiedprospective approach
method. Under that transition method, the calculated expense in 2006 is equivalent to
compensation expense for all awards granted prior to, but not yet vested as of January 1,
2006, based on the grant-date fair values estimated in accordance with the original
provisions of FAS 123. Stock-based compensation expense for all awards granted after
January 1, 2006 is based on the grant-date fair values estimated in accordance with the
provisions of FAS 123R. The Company recognizes these compensation costs, net of an
estimated forfeiture rate, on a pro rata basis over the requisite service period of each
vesting tranche of each award. The Company considers voluntary termination behavior as
well as trends of actual option forfeitures when estimating the forfeiture rate.

The Company measures compensation expense for its non-employee
stock-based compensation under the Financial Accounting Standards Board (FASB) Emerging
Issues Task Force (EITF) Issue No. 96-18, Accounting for Equity Instruments that
are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or
Services. The fair value of the option issued is used to measure the
transaction, as this is more reliable than the fair value of the services received. The
fair value is measured at the value of the Companys common stock on the date that
the commitment for performance by the counterparty has been reached or the
counterpartys performance is complete. The fair value of the equity instrument is
charged directly to compensation expense and additional paid-in capital.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements, an amendment of Accounting Research Bulletin No
51 (SFAS 160). SFAS 160 establishes accounting and reporting standards for ownership
interests in subsidiaries held by parties other than the parent, changes in a
parents ownership of a noncontrolling interest, calculation and disclosure of the
consolidated net income attributable to the parent and the noncontrolling interest,
changes in a parents ownership interest while the parent retains its controlling
financial interest and fair value measurement of any retained noncontrolling equity
investment. SFAS 160 is effective for financial statements issued for fiscal years
beginning after December 15, 2008, and interim periods within those fiscal years. Early
adoption is prohibited. The adoption of SFAS No. 160 is not expected to have a material
effect on the Companys financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS 141R,Business Combinations (SFAS
141R), which replaces FASB SFAS 141,Business Combinations. This Statement
retains the fundamental requirements in SFAS 141 that the acquisition method of accounting
be used for all business combinations and for an acquirer to be identified for each
business combination. SFAS 141R defines the acquirer as the entity that obtains control of
one or more businesses in the business combination and establishes the acquisition date as
the date that the acquirer achieves control.  SFAS 141R will require an entity
to record separately from the business combination the direct costs, where previously
these costs were included in the total allocated cost of the acquisition.  SFAS
141R will require an entity to recognize the assets acquired, liabilities assumed, and any
non-controlling interest in the acquired at the acquisition date, at their fair values as
of that date.  This compares to the cost allocation method previously required
by SFAS No. 141.  SFAS 141R will require an entity to recognize as an asset or
liability at fair value for certain contingencies, either contractual or non-contractual,
if certain criteria are met.

Finally, SFAS 141R will require an entity to recognize contingent consideration at the
date of acquisition, based on the fair value at that date.  This Statement will
be effective for business combinations completed on or after the first annual reporting
period beginning on or after December 15, 2008.  Early adoption of this standard
is not permitted and the standards are to be applied prospectively only.   Upon
adoption of this standard, there would be no impact to the Companys results of
operations and financial condition for acquisitions previously completed.  The
adoption of SFAS No. 141R is not expected to have a material effect on the Companys
financial position, results of operations or cash flows.

In December 2007, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 110, Use of a Simplified Method in Developing Expected Term of Share
Options (SAB 110). SAB 110 expenses the current view of the staff
that it will accept a companys election to use the simplified method discussed in
Staff Accounting Bulletin No. 107, Share Based Payment, (SAB
107), for estimating the expected term of plain vanilla share options
regardless of whether the company has sufficient information to make more refined
estimates. SAB 110 became effective for the Company on December 1, 2007. The adoption of
SAB 110 did not have a material impact on the Companys financial position.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133 (SFAS
161). SFAS 161 requires enhanced disclosures about an entitys derivative and
hedging activities. These enhanced disclosures will discuss: how and why an entity uses
derivative instruments; how derivative instruments and related hedged items are accounted
for under SFAS 133 and its related interpretations; and how derivative instruments and
related hedged items affect an entitys financial position, financial performance,
and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008. The Company does not believe that SFAS
161 will have an impact on their results of operations or financial position.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted
Accounting Principles (SFAS 162). SFAS 162 makes the hierarchy of generally accepted
accounting principles explicitly and directly applicable to preparers of financial
statements, a step that recognizes preparers responsibilities for selecting the
accounting principles for their financial statements. The effective date for SFAS 162 is
60 days following the U.S. Securities and Exchange Commissions approval of the
Public Company Accounting Oversight Boards related amendments to remove the GAAP
hierarchy from auditing standards, where it has resided for some time. The adoption of
SFAS 162 will not have an impact on the Companys results of operations or financial
position.

In May 2008, the FASB issued SFAS No. 163, Accounting for Financial Guarantee
Insurance Contracts  an interpretation of SFAS No. 60 (SFAS 163). SFAS 163
prescribes accounting for insures of financial obligations, bringing consistency to
recognizing and recording premiums and to loss recognition. SFAS 163 also requires
expanded disclosures about financial guarantee insurance contracts. Except for some
disclosures, SFAS 163 is effective for financial statements issued for fiscal years
beginning after December 15, 2008. The adoption of SFAS 163 will not have an impact on the
Companys results of operations or financial position.

In April 2008, the FASB issued FSP No. FAS 142-3, Determination of the Useful
Life of Intangible Assets. This FSP amends the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of a
recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible
Assets. The Company was required to adopt FSP 142-3 on October 1, 2008. The guidance
in FSP 142-3 for determining the useful life of a recognized intangible asset shall be
applied prospectively to intangible assets acquired after adoption, and the disclosure
requirements shall be applied prospectively to all intangible assets recognized as of, and
subsequent to, adoption. The Company does not believe FSP 142-3 will materially impact
their financial position, results of operations or cash flows.

In May 2008, the FASB issued FSP Accounting Principles Board 14-1, Accounting for
Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including
Partial Cash Settlement) (FSP APB 14-1). FSP APB 14-1 requires the
issuer of certain convertible debt instruments that may be settled in cash (or other
assets) on conversion to separately account for the liability (debt) and equity
(conversion option) components of the instrument in a manner that reflects the
issuers non-convertible debt borrowing rate. FSP APB 14-1 is effective for fiscal
years beginning after December 15, 2008 on a retroactive basis. The Company does not
believe that the adoption of FSP APB 14-1 will have a material effect on its financial
position, results of operations or cash flows.

In June 2008, the Emerging Issues Task Force issued EITF No. 07-05, Determining
Whether an Instrument (or Embedded Feature) Is Indexed to an Entitys Own Stock
(EITF 07-05), which supersedes the definition in EITF 06-01 for periods
beginning after December 15, 2008. The objective of EITF 07-05 is to provide guidance for
determining whether an equity-linked financial instrument (or embedded feature) is indexed
to an entitys own stock and it applies to any freestanding financial instrument or
embedded feature that has all the characteristics of a derivative in FSAB 133, for
purposes of determining whether that instrument or embedded feature qualifies for the
first part of the scope exception in paragraph 11(a) of SFAS 133 (the Paragraph
11(a) Exception). EITF 07-05 also applies to any freestanding financial instrument
that is potentially settled in an entitys own stock, regardless of whether the
instrument is within the scope of EITF 00-19. The Company is determining what impact, if
any, EITF 07-05 will have on its financial position, results of operations and cash flows.

In June 2008, the Emerging Issues Task Force issued EITF 08-04, Transition
Guidance for Conforming Changes to EITF 98-5, Accounting for Convertible Securities with
Beneficial Conversion Features or Contingently Adjustable Conversion Ratios
(EITF 08-04). EITF 08-04 is effective for years ending after December 15,
2008. The overall objective of EITF 08-04 is to conform the requirements of EITF 00-27 and
FASB 150 with EITF 98-5 to provide for consistency in application of the standard. The
Company has computed and recorded a beneficial conversion feature in connection with
certain of their prior financing arrangements and does not believe that EITF 08-04 will
have a material effect on that accounting.

In May 2009, the FASB published SFAS No. 165, Subsequent Events (SFAS
165). SFAS 165 requires the Company to disclose the date through which subsequent
events have been evaluated and whether that date is the date the financial statements were
issued or the date the financial statements were available to be issued. SFAS 165 is
effective for financial periods ending after June 15, 2009. Management has adopted SFAS
165 and has evaluated subsequent events through September 30, 2009, the date the financial
statements were issued.

Other accounting standards that have been issued or proposed by the FASB or other
standards-setting bodies that do not require adoption until a future date and are not
expected to have a material impact on the financial statements upon adoption. **ITEM 7A.QUANTITATIVEAND QUALITATIVE DISCLOSURE ABOUT
MARKET RISK** We have not entered
into, and do not expect to enter into, financial instruments for trading or hedging
purposes. ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATABack to Table of Contents The Registrant's audited financial statements for the
fiscal years ended November 30, 2008 and 2007 are attached to this annual report. Financial Statements ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSUREBack to Table of Contents Not applicable. ITEM 9A. CONTROLS AND PROCEDURESBack to Table of Contents Evaluation of Disclosure Controls and Procedures
Evaluation of disclosure controls and procedures. As of November 30, 2008, the
Company's Chief Executive Officer and Chief Financial Officer conducted an evaluation
regarding the effectiveness of the Company's disclosure controls and procedures (as
defined in Rules 13a-15(e) or 15d-15(e) under the  Exchange Act. Based upon the
evaluation of these controls and procedures, our Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures were not effective
as of the end of the fiscal year 2008.
Managements Annual Report on Internal Control Over Financial Reporting


Management is responsible for establishing and maintaining adequate internal control
over financial reporting and for the assessment of the effectiveness of those internal
controls. As defined by the SEC, internal control over financial reporting is a process
designed by our principal executive officer/principal financial officer, who is also
the sole member of our Board of Directors, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of the financial statements in
accordance with U.S. generally accepted accounting principles.

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

Management has assessed the effectiveness of our internal control over financial
reporting as of November 30, 2008. In making this assessment, management used the criteria
set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)
in Internal Control-Integrated Framework. Based on our assessment and those criteria, we
have concluded that our internal control over financial reporting was not effective as of
November 30, 2008.

This annual report does not include an attestation report of the companys
registered public accounting firm regarding internal control over financial reporting.
Managements report was not subject to attestation by the Companys registered
public accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit the Company to provide only Managements report in this annual
report.
Evaluation of disclosure controls and procedures.


In connection with the review of the audit of the Companys
financial statements for the year ended November 30, 2008, and as a result of the
SECs comment letters regarding the annual report on Form 10-K, the
Company's CEO and CFO conducted an evaluation regarding the effectiveness of the
Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e)
under the Exchange Act. Based upon the evaluation of these controls and procedures and
discussions with our independent accountants, our CEO and CFO concluded that our
disclosure controls and procedures was not effective as of November 30, 2008.
Specifically, the Company did not have effective controls designed and in place over the
consolidation of the financial statements of its wholly-owned subsidiary, which resulted
in adjustments on the translation of foreign currencies, adjustments to certain estimates
made on the allowance of doubtful accounts and the write-off of certain receivables, under
accrual of interest expense and reclassifications on their statement of cash flows. In
light of the above, the Company re-audited and restated its financial statements for the
year ended November 30, 2008.
Changes in Internal Control Over Financial Reporting We have made changes to our internal
control over financial reporting or in other factors identified in connection with the
evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 subsequent to
the year ended November 30, 2008 to enhance our internal control over financial reporting.
Specifically, replacing its previous part-time CFO, the Company has hired a full-time
Chief Financial Officer, who has been directed to implement adequate internal controls
over financial reporting. Remediation Plan for Certain Weaknesses in the Companys Disclosure Controls and
Procedures Specifically, the Company has streamlined its closing
process on a monthly basis to ensure that the amounts and disclosures are reviewed timely
and that the information is correctly stated in the Companys financial statements
disclosure documents. These changes were completed during the Companys third quarter
of the fiscal year 2009. Management believes that these steps are sufficient to remediate
the certain weakness in our disclosure controls and procedures. **ITEM 9B. OTHER INFORMATION**Back to Table of Contents None.




PART III **ITEM
10.DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE**Back to Table of Contents **Name**
    **Age**
    
    **Title**Rene Arbic
    56
    
    Chief Executive Officer and
    President and DirectorAlex Kestenbaum
    47
    
    Secretary, Treasurer and Director Officers are not elected for a fixed term of office but hold office
until their successors have been elected. ***Rene Arbic*** has served as
President of the Registrant since June 2, 2008. From 2002 to the present he serves as a
member of the board of directors of ISEE3D, a 3D camera development company. He was a
founder in 2006 and serves as President of Valtech Communications Inc., Montreal, Quebec,
Canada, a telecommunications company offering triple play - a telephony,
Internet and IPTV distributor. In 2004, he founded and served as director general, from
2004 to 2006, of C.E.R., Longueuil, a renewable energy consultant, with operations in
Senegal, Algeria, Comoros, and Madagascar. From 2002 to 2004, Mr. Arbic was a free lance
International telecommunications consultant for companies in Russia, Slovakia, Senegal,
Algeria, and Colombia,). From 2001 to 2002, he was President of GSI Technologies, an
entertainment company. In 1998, he founded and, until 2001 served as President
 & CEO of Bridgepoint International, a telecommunications collocation facilities
builder and operator. In 1997, he founded and managed until1998, Rave Communications
International, a New York and Montreal telecommunications consultancy. He was associated
with Stentor International, Morristown, New Jersey (on loan from Bell Canada) from 1992
to-1997 as Director of Canadian Marketing (1992-1994) and Director of United States
Marketing (1994-1997). From 1990 to 1991, Mr. Arbic was Director National Accounts for
AT&T Montreal; and from 1991 to 1992 director of governmental accounts for Cellular
Canada Montreal. From 1975 to 1990, Mr. Arbic served in various capacities for Bell Canada
including technician, (1975 to 1982); and Director of Sales and Marketing (1984 to 1990).
Mr. Arbic is a 1974 graduate of the Edward Montpetit College of Business Administrations. ***Alex Kestenbaum*** has since June 2,
2008, served as Treasurer of the Registrant. Since 2004 he has served as Vice President
Finance of Canvar Groupe, Inc.,. a Montreal, Quebec - based general contractor and
administrator specializing in the construction and renovation in industrial, commercial
and residential development including large-scale projects for developers, institutions
and various governments. From 1997 to 2004, he was Chief Financial Officer, Chief
Information Officer and Controller of Econo-Malls Management Corp., Montreal, Quetec, a
manager of properties it wholly owns on behalf of limited partnerships, joint ventures,
and third parties. From 1990 to 1997, Mr. Kestenbaum was Controller and Financial Manager
of Canvar Groupe Inc. and from 1988 to 1990 was Controller And Property Administrator of
Adlexco Management Ltd., a Montreal-based property manager. From 1984 to 1988 he was
Auditor and an Accountant for Appel & Partners, a chartered accounting firm located in
Montreal. Mr. Kestenbaum received his D. E. C. in Pure and Applied Sciences from Vanier
C.E.G. E. P. in 1981 and his Bachelor of Commerce in Accounting from Concordia University
in 1984. We have not adopted a code of ethics that applies to our
principal executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions.




ITEM 11.
EXECUTIVE COMPENSATIONBack to Table of Contents The following table contains the
executive compensation to the chief executive officer of the Company for the periods set
forth below. **Summary Compensation Table**Long TermAnnual Compensation
    Compensation AwardsOther
    Restricted
    SecuritiesAnnual
    Stock
    Underlying
    All OtherSalary
    Bonus
    Compensation
    Award(s)
    Options
    CompensationName and Principal Position
    
    Year
    ($)
    ($)
    ($)
    ($)
    ($)
    ($)Rene
    Arbic, CEO
    
    2008
    68,744
    ---
    ---
    ---
    ---
    68,7442007
    63,744
    ---
    ---
    ---
    ---
    63,7442006
    ---
    ---
    ---
    ---
    ---
    ---Alex
    Kestenbaum, CFO
    
    2008
    ---
    ---
    ---
    ---
    ---
    ---2007
    ---
    ---
    ---
    ---
    ---
    ---2006
    ---
    ---
    ---
    ---
    ---
    ---Christoper
    LaRose
    
    2007
    66,673
    ---
    ---
    ---
    ---
    66,673 Rene Arbic became Chief Executive Officer of the Registrant
on June 2, 2008. He entered into a one year employment agreement to serve as President of
the Registrants subsidiary, Valtech, on October 1, 2006 which agreement has been
extended and is still in full force and effect under which he receives  a salary of
Cdn $80,000 which converts to US$63,744. He receives no compensation for serving as
President of the Registrant. Alex Kestenbaum became Chief Financial Officer, Treasurer
and Secretary on June 2, 2008 of the Registrantg and Chief Financial Officer of Valtech,
its subsidiary. He has not entered into a contract with the Registrant and receives no
compensation for acting as an officer or director of the Registrant nor for his services
to Valtech. In August 2006, the Registrant entered into a one year
employment agreement with Christopher LaRose pursuant to which Mr. LaRose served as
President and CEO. The Registrant issued Mr. LaRose 83,334 shares of the Registrants
common stock per month. The above table reflects the issuance of an aggregate of 666,672
shares to Mr. Rose during the fiscal year ended November 30, 2007.Mr. LaRose earned these
shares which have an aggregate value of approximately $66,674 based upon a value of $.10
per share. Outstanding Equity Awards at Fiscal Year-End Table. As of November 30, 2008, there were no outstanding equity
awards for the directors and executive officers of the Company. Other Compensation. The Company has no plans that provide for the payment of
retirement benefits, or benefits that will be paid primarily following retirement. In
addition, there are no contracts, agreements, plans or arrangements that provide for
payments to our executive officer in connection with the resignation, retirement or other
termination of our executive officer, or a change in control of the Registrant. Compensation of Directors. The Company's board members receive no remuneration. Director Independence. The Registrant does not have a nominating committee,
compensation committee or executive committee of the board of directors, stock plan
committee or any other committees. The Registrant currently has no independent directors.  **ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED SHAREHOLDER MATTERS**Back to Table of Contents The table below discloses
any person (including any "group") who is known to the Registrant to be the
beneficial owner of more than five (5%) percent of the Registrant's common stock. As of
September 9, 2009, the Registrant had57,173,508shares of common stock issued. **Title of
    Class**
    **Name and
    Address of Beneficial Owner**
    **Amount
    and Nature of Beneficial Owner**
    **Percent of Class**Common Stock
    Rene Arbic, CEO550 Chemin du Golf, Suite 202Ile des
    Soeurs, Quebec, H3E 1A8, Canada
    13,943,634 shares
    24.39%Common Stock
    Alex Kenstenbaum, CFO (a)100-2700 Rufus-RockheadMontreal,
    Quebec, H3J 2Z7, Canada
    1,600,000 shares
    2.80%Common Stock
    Peter Varadi (b)100-2700 Rufus-RockheadMontreal,
    Quebec, H3J 2Z7, Canada
    16,348,360 shares
    29.59%Common Stock
    Morden Lazarus (c)759 Square
    Victoria, Suite 200Montreal,
    Quebec, H2Y 2J7, Canada
    16,348,360 shares
    29.59%Common
    Stock
    All officers and
    directors as a group (2 people)
    15,543,634 shares
    27,19% (a) The Shares are held by 9193-0578 Quebec, Inc,
beneficially owned by Alex Kestenbaum 
(b) 12,800,000 Shares are held by 9177-2541 Quebec, Inc. beneficially owned by Peter
Varadi 
(c) 12,800,000 Shares are held by Interactive Classified Corporation beneficially owned by
Morden Lazarus None of the above shareholders has the right to acquire
additional Shares. Unless otherwise noted below, we believe that all persons named in the
table have sole voting and investment power with respect to all shares of common stock
beneficially owned by them. ITEM 13.**CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE**Back to Table of Contents During the fiscal year ended November 30, 2007, the
Registrant did not enter into any transaction, in which the Registrant was or is to be a
participant and the amount involved exceeds $120,000. During the fiscal year ended
November 30, 2008, the Registrant was indebted to the following persons in the amount
indicated: Rene Arbic, CEO total of $160,606, Peter Varadi, control shareholder total of
$160,606 and Moden Lazarus, control shareholder $117,320.  ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICESBack to Table of Contents Independent Public
Accountants
On July 3, 2008, the Company's Board of Directors has appointed KBL, LLP, Certified Public
Accountants as independent public accountant for the fiscal year ending November 30, 2008
and 2007. On July 1, 2009, the Company dismissed Meyler & Company, LLC.  Principal Accounting Fees
The following table presents the fees for professional audit services rendered by KBL, LLP
and Meyler & Company, LLC, for the audit of the Registrant's annual financial
statements for the years ended November 30, 2008 and 2007, and fees billed for other
services rendered by KBL, LLP and Meyler & Company, LLC during those periods.  Year EndedNovember 30,  2008
    
    
    November 30, 2007Audit fees
    (1)
    $
    40,000
    
    $
    10,000Audit-related fees (2)
    
    N/A
    
    
    N/ATax fees
    (3)
    
    N/A
    
    
    3,370All other fees
    
    N/A
    
    
    N/A________________(1) Audit fees consist of
    audit and review services, consents and review of documents filed with the SEC.(2) Audit-related fees
    consist of assistance and discussion concerning financial accounting and reporting
    standards and other accounting issues.(3) Tax fees consist of
    preparation of federal and state tax returns, review of quarterly estimated tax payments,
    and consultation concerning tax compliance issues.  Code of Ethics 
The Corporation has adopted a Code of Ethics that are designed to deter wrongdoing and to
promote honest and ethical conduct, full, fair, accurate, timely and understandable
disclosure in the Registrant's SEC reports and other public communications. The Code of
Ethics promotes compliance with applicable governmental laws, rules and regulations.   Section
16(a) Compliance
Section 16(a) of the Securities and Exchange Act of 1934 requires the Registrant's
directors and executive officers, and persons who own beneficially more than ten percent
(10%) of the Registrant's Common Stock, to file reports of ownership and changes of
ownership with the Securities and Exchange Commission. Copies of all filed reports are
required to be furnished to the Registrant pursuant to Section 16(a). Based solely on the
reports received by the Registrant and on written representations from reporting persons,
the Registrant was informed that its officers and directors have not filed all reports
required under Section 16(a). ITEM
15.**EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES**Back to Table of Contents (a) The following documents are filed as exhibits to
this report on Form 10-K or incorporated by reference herein. Any document incorporated by
reference is identified by a parenthetical reference to the SEC filing that included such
document. 3134:
  Exhibit
    Description3.01
    Articles
    of Incorporation. (1)3.02
    Bylaws.
    (1)4.01
    Form
    of Specimen Stock Certificate for the Registrants Common Stock. (1)10.01
    Asset
    and Rights Purchase Agreement as of September 10, 2005 by and between Dr. Christina Del
    Pin and Voxtech Products, Inc. (1)10.02
    Amendment
    of January 25, 2006 to Asset and Rights Purchase Agreement as of September 10, 2005 by and
    between Dr. Christina Del Pin and Voxtech Products, Inc. (1)10.03
    Services
    Agreement of June 12, 2005 between VoxTech Products, Inc. and GetAGeek, Inc. (1)10.04
    Development
    Agreement of September 26, 2005 between VoxTech Products, Inc. and GetAGeek, Inc. (1)10.06
    Employment
    Agreement as of August 1, 2006 by and between the Registrant and Christopher LaRose. (2)
    (4)10.07
    Non-Exclusive
    Sales Agreement of August 14, 2006 between Voxtech Products, Inc. and Northcoast
    Biomedical, Inc. (2)10.08
    Independent
    Sales Representative Agreement of September 5, 2006 by and between Voxtech Products, Inc.,
    the Registrant and Daniel P. Elsbree. (2)10.09
    2008 Employees, Directors, Officers and Consultants Stock Option and Stock Award
    Plan (5)10.10
    Acquisition
    of Valtech Communications, Inc. (6)10.11
    Certificate
    of amendment changing name to Hipso Multimedia, Inc. (7)10.12
    Retainer
    Agreement between the Registrant and Joel Pensley, Attorney at Law dated March 13, 2008
    (8)10.13
    Retainer
    Agreement between the Registrant and Antonio Moura dated March 13, 2008 (8)10.14
    Consulting
    Agreement between the Registrant and Thomas Klein dated as of January 15, 2008 (8)10.15
    Consulting
    Agreement between the Registrant and Arshad Shah dated as of January 15, 2008 (8)10.16
    Consulting
    Agreement between the Registrant  and Gaetan Fontaine dated August 25, 2008 (8)10.17
    Consulting
    Agreement between the Registrant and Downshire Capital dated December 16, 2008 (8)10.18
    Executive
    Employment Agreement Between Valtec Communications and Rene Arbic (8)31.1
    Rule
    13a-14(a) Amended Certification of Rene Arbic (9)31.2
    Rule
    13a-14(a) Amended Certification of Alex Kestenbaum. (9)32.1
    Section
    1350 Amended Certification of Rene Arbic (9)32.2
    Section
    1350 Amended Certification of Alex Kestenbaum (9) (1) Filed as an exhibit to the registration statement on
Form SB-2 and hereby incorporated by reference. (2) Filed as an exhibit to Amendment No. 2 to the
Registration statement on Form SB-2 and hereby incorporated by reference. (3) Filed as an exhibit to the Annual Report on Form 10-KSB
for the fiscal year ended November 30, 2006 and hereby incorporated by reference. (4) Management contract or compensatory plan or arrangement (5) Filed as an exhibit to Form S-8 filed April 2, 2008 and
hereby incorporated by reference. (6) Filed as an exhibit to Form 8K dated June 3, 2008
hereby incorporated by reference. (7) Referenced on Form 8K dated August 12, 2008 hereby
incorporated by reference. (8) Filed as an exhibit to the report on Form 10-K. (9) Filed herewith.




SIGNATURESBack to Table
of Contents 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 date
indicated. /s/ Rene ArbicChief Executive OfficerDated: October 7, 2009Ile des Soeurs, Quebec, Canada/s/ Alex KestenbaumChief Financial OfficerDated: October 7, 2009Ile des Soeurs, Quebec, Canada




**Financial
Statements**Back to Table of Contents Report of Independent Registered Public Accounting Firm
    16Consolidated
    Balance Sheets as of November 30, 2008 (Restated) and 2007
    17Consolidated
    Statements of Operations and Comprehensive Income (Loss) for the Years Ended November 30,
    2008 (Restated) and 2007
    18Consolidated Statement
    of Changes in Stockholders' Deficit for the Years Ended November 30, 2008 (Restated) and
    2007
    19Consolidated Statements of Cash Flows for
    the Years Ended November 30, 2008 (Restated) and 2007
    20Notes to the
    Consolidated Financial Statements
    21




Report of independent
registered public accounting firm Back to
Table of Contents Board of Directors
HIPSO Multimedia, Inc.
Montreal, CANADA We have audited the accompanying consolidated
balance sheets of HIPSO Multimedia, Inc. and subsidiary (the Company) as of
November 30, 2008 and 2007 and the related consolidated statements of operations, changes
in stockholders equity (deficit), and cash flows for the years ended November 30,
2008 and 2007. These consolidated financial statements are the responsibility of the
Companys management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits. We conducted 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 consolidated financial statements are free of material misstatement. We were
not engaged to perform an audit of the Companys internal control over financial
reporting. Our audits included consideration of internal control over financial reporting
as a basis for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the Companys
internal control over financial reporting. Accordingly, we express no such opinion. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the overall
consolidated financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion. In our opinion, the consolidated financial
statements referred to above present fairly, in all material respects, the financial
position of HIPSO Multimedia, Inc. as of November 30, 2008 and 2007, and the results of
its consolidated statements of operations, changes in stockholders equity (deficit),
and cash flows for the years ended November 30, 2008 and 2007 in conformity with U.S.
generally accepted accounting principles. The accompanying consolidated financial
statements have been prepared assuming that the Company will continue as a going concern.
As discussed in Note 1 to the consolidated financial statements, the Company is a
development stage company and has sustained operating losses and capital deficits that
raise substantial doubt about its ability to continue as a going concern.
Managements plans in regard to these matters are also described in Note 1. The
consolidated financial statements do not include any adjustments that might result from
the outcome of this uncertainty. The accompanying consolidated financial
statements have been restated for the year ended November 30, 2008 (see Note 13) to
account for the correction of errors related to adjustments made to (i) the allowance for
doubtful accounts; (ii) the write-off of certain receivables; (iii) an incorrect posting
of an inter-company receivable; (iv) under accrual of accrued interest on the loans 
shareholders; (v) related adjustments on translation of foreign currencies; and (vi)
reclassifications on cash flows from investing and financing activities as well as
reclassifications to conform with the 2007 presentation that had no effect on the total
changes in cash flows. The net effect of the adjustments on the accumulated deficit as of
November 30, 2008 was $3,853 increase in the net loss and the accumulated deficit. /s/ KBL, LLP
New York, NY September 30, 2009




**HIPSO
    MULTIMEDIA, INC. AND SUBSIDIARY**Consolidated Balance SheetsBack to Table of ContentsNovember 30, 2008 and 2007**In US$**
    
    **In US$******
    
    **November 30, 2008**
    
    **November 30, 2007**(Restated)ASSETSCurrent assets:Cash
    $
    19
    $
    9,382Accounts
    receivable
    
    64,971
    
    80,787Prepaid
    expenses and other current assets
    
    7,800
    
    553Total current assets
    
    72,790
    
    90,722Fixed assets:Office and
    computer equipment, net
    
    15,824
    
    27,426Other assets:Deferred
    costs, net
    
    246,420
    
    362,817**Total assets**
    $
    335,034
    $
    480,965LIABILITIES
    AND STOCKHOLDERS' DEFICITCurrent liabilities:Current
    portion of loan payable to bank
    $
    396,459
    $
    288,112Loan payable
    to shareholders
    
    464,423
    
    284,973Accounts
    payable
    
    131,273
    
    151,803Accrued
    expenses
    
    75,767
    
    57,420Total current liabilities
    
    1,067,922
    
    782,308Loan payable to bank, net
    of current portion
    
    -
    
    -**Total liabilities**
    
    1,067,922
    
    782,308Stockholders' deficit:Common stock,
    $0.00001 par value, 100,000,000 shares authorized;54,888,508 and 52,035,008 shares issued and outstandingat November 30, 2008 and 2007, respectively
    
    549
    
    520Additional
    paid-in capital
    
    271,303
    
    -Accumulated
    deficit
    
    (1,117,753)
    
    (280,576)Accumulated
    other comprehensive income (loss)
    
    113,013
    
    (21,287)Total stockholders' deficit
    
    (732,888)
    
    (301,343)**Total liabilities and stockholders' deficit**
    $
    335,034
    $
    480,965See accompanying notes to consolidated financial statements.




**HIPSO MULTIMEDIA, INC. AND SUBSIDIARY**Consolidated
    Statements of Operations and Comprehensive Income (loss)Back to
    Table of ContentsFor
    the Years Ended November 30, 2008 and 2007**In US$**
    
    **in US$****For the Year ended**
    
    **For the Year ended****November 30, 2008**
    
    **November 30, 2007**(Restated)Revenue
    $
    372,638
    $
    123,324Costs and expenses:Cost of sales
    
    497,572
    
    61,733Depreciation
    and amortization
    
    85,197
    
    73,536Administrative
    expenses
    
    596,532
    
    201,082Total costs and expenses
    
    1,179,301
    
    336,351Operating loss
    
    (806,663)
    
    (213,027)Non-Operating Income (Expenses):Interest income
    
    11
    
    117Interest expense
    
    (29,268)
    
    (11,262)Loss on disposal of
    fixed assets
    
    (1,256)
    
    -Total Non-Operating Expense
    
    (30,513)
    
    (11,145)**Net
    loss**
    $
    (837,176)
    $
    (224,172)Net loss per common share
    (Basic and Diluted)
    $
    (0.02)
    $
    (0.00)Weighted
    average shares outstanding
    
    53,692,041
    
    51,501,800Other Comprehensive Income
    (Loss):Comprehensive
    income (loss) - beginning of period
    $
    (837,176)
    $
    (224,172)Cumulative
    translation adjustments
    
    134,300
    
    (21,370)Comprehensive
    income (loss) - end of period
    $
    (702,876)
    $
    (245,542)See
    accompanying notes to consolidated financial statements.




**HIPSO MULTIMEDIA, INC. AND SUBSIDIARY**Consolidated Statements
    of Changes in Stockholders' Deficit Back to Table
    of ContentsFor
    the Years Ended November 30, 2008 and 2007Additional
    
    Retained
    
    Accumulated OtherCommon
    
    Paid-in
    
    Earnings
    
    ComprehensiveShares
    
    Amount
    
    Capital
    
    (Deficit)
    
    Income (Loss)
    
    TotalBalance - November 30, 2006
    
    11,158,336
    $
    112
    $
    145,099
    $
    (125,488)
    $
    -
    $
    19,723Shares issued for services
    
    866,672
    
    8
    
    86,658
    
    -
    
    -
    
    86,666Shares issued for cash
    
    10,000
    
    -
    
    1,000
    
    -
    
    -
    
    1,000Fair value of options granted
    
    -
    
    -
    
    6,000
    
    -
    
    -
    
    6,000Net loss
    for the period December 1, 2006 through June 2, 2007
    
    -
    
    -
    
    -
    
    (139,922)
    
    -
    
    (139,922)Balance June 2, 2007 (pre-merger)
    
    12,035,008
    
    120
    $
    238,757
    
    (265,410)
    
    -
    
    (26,533)Issuance
    of shares in reverse merger with Valtech Communications, Inc.
    
    40,000,000
    
    400
    
    (238,757)
    
    209,006
    
    -
    
    (29,351)Net loss
    for period June 3, 2007 through November 30, 2007
    
    -
    
    -
    
    -
    
    (224,172)
    
    (21,287)
    
    (245,459)Balance November 30, 2007
    
    52,035,008
    $
    520
    $
    -
    $
    (280,576)
    $
    (21,287)
    $
    (301,343)Shares issued for services
    
    1,353,500
    
    13
    
    68,393
    
    -
    
    -
    
    68,406Exercise of stock options
    
    1,500,000
    
    16
    
    139,984
    
    -
    
    -
    
    140,000Fair value of options granted
    
    -
    
    -
    
    22,820
    
    -
    
    -
    
    22,820Fair value of rent contributed
    by major shareholder
    
    -
    
    -
    
    40,106
    
    -
    
    -
    
    40,106Net loss for the year ended
    November 30, 2008, as previously reported
    
    -
    
    -
    
    -
    
    (833,324)
    
    131,403
    
    (701,921)Prior period adjustments (see
    Note 13)
    
    -
    
    -
    
    -
    
    (3,853)
    
    2,897
    
    (956)Net loss for the year ended
    November 30, 2008, as restated
    
    -
    
    -
    
    -
    
    (837,177)
    
    134,300
    
    (702,877)Balance
    November 30, 2008
    
    54,888,508
    $
    549
    $
    271,303
    $
    (1,117,753)
    $
    113,013
    $
    (732,888)Seeaccompanying notes to consolidated financial statements.




**HIPSO MULTIMEDIA, INC. AND SUBSIDIARY**(A Development Stage Company)Consolidated Statements of Cash Flows Back to
    Table of ContentsFor
    the Years Ended November 30, 2008 and 2007**in US$**
    
    **in US$****November 30, 2008**
    
    **November 30, 2007**(Restated)Net loss
    $
    (837,176)
    $
    (224,172)Cash flows from operating activities:Adjustments to reconcile net loss to cash used in operating
      activities:Depreciation and amortization
    
    85,197
    
    73,536Stock based compensation
    
    231,226
    
    -Contributed expenses by management
    
    40,106
    
    -Loss on disposition of fixed assets
    
    1,256
    
    -Changes in operating assets and liabilities:Accounts receivable
    
    (20,121)
    
    (55,451)Prepaid expenses and other current assets
    
    (22,732)
    
    (16,072)Accounts payable
    and accrued expenses
    
    30,252
    
    209,187Net cash used in operating activities
    
    (491,992)
    
    (12,972)Cash flow from investing activities:Deferred development
    
    (14,372)
    
    (428,791)Net cash provided by investing activities
    
    (14,372)
    
    (428,791)Cash flows from financing activities:Loan payable to bank
    
    163,438
    
    287,971Loan
    payable to shareholder
    
    233,830
    
    134,987Net cash provided
    by financing activities
    
    397,268
    
    422,958Effect of exchange rate on cash
    
    99,733
    
    858Decrease increase in cash
    
    (9,363)
    
    (17,947)Cash - beginning of year
    
    9,382
    
    27,329Cash - end of the year
    
    19
    
    9,382Supplemental disclosure of cash
    flow information:Cash paid for
    interest
    
    25,072
    
    11,262See accompanying
    notes to consolidated financial statements.




HIPSO MULTIMEDIA, INC. AND SUBSIDIARYCONSOLIDATED FINANCIAL STATEMENTS Back to Table of Contents FOR THE YEARS ENDED NOVEMBER 30, 2008 AND 2007NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION


HIPSO Multimedia, Inc. (the Company) formerly Physicians
Remote Solutions, Inc., a Florida Corporation incorporated in April 2005, operates a
triple play network providing digital TV, voice over internet protocol (VoIP)
and a high speed internet access all via fiber optic cable. The Company targets the
multi-dwelling unit market in Montreal and eventually throughout the Canadian market. The
Company offers its retail customer base a bundled package including IP telephony, internet
bandwidth in 5 and 10 megabytes per second (Mbps) increments and 83 television channels.
The Company also targets hotels, hospitals and retirement homes by offering bulk long-term
agreements to their connected customers.

On June 2, 2008, the Company entered into a share exchange agreement
with Valtech Communications, Inc. (Valtech) and issued 40,000,000 shares of
its common stock to acquire Valtech. In connection with the share exchange agreement,
Valtech became a wholly owned subsidiary of the Company and the Valtech officers and
directors became the officers and directors of the Company. Prior to the merger, the
Company had not generated any revenues. As a result of the transaction (the reverse
merger) and for accounting purposes, the reverse merger has been treated as an
acquisition of the Company by Valtech and a recapitalization of the Company. The
historical financial statements are those of Valtech. Since the reverse merger is a
recapitalization and not a business combination, pro-forma information is not presented.
Going Concern


As shown in the accompanying consolidated financial statements the
Company has incurred net losses of $837,176 and $224,172 for the years ended November 30,
2008 and 2007, and has a working capital deficiency of $995,132 as of November 30, 2008.

Managements plans include the raising of capital through the
equity markets to fund future operations and generating adequate revenues through its
business. Even if the Company does not raise sufficient capital to support its operating
expenses and generate adequate revenues, there can be no assurance that the revenue will
be sufficient to enable it to develop business to a level where it will generate profits
and cash flows from operations. These matters raise substantial doubt about the
Companys ability to continue as a going concern. However, the accompanying condensed
consolidated financial statements have been prepared on a going concern basis, which
contemplates the realization of assets and satisfaction of liabilities in the normal
course of business. These financial statements do not include any adjustments relating to
the recovery of the recorded assets or the classification of the liabilities that might be
necessary should the Company be unable to continue as a going concern.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation


The consolidated financial statements include the accounts of the
Company and its subsidiary. All significant intercompany accounts and transactions have
been eliminated in consolidation.
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 amounts of revenues and expenses during the reporting period. On an
on-going basis, the Company evaluates its estimates, including, but not limited to, those
related to investment tax credits, bad debts, income taxes and contingencies. The Company
bases its estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying value of assets and liabilities that are not readily
apparent from other sources. Actual results could differ from those estimates.
Cash and Cash Equivalents

The Company considers all highly liquid debt instruments and other
short-term investments with an initial maturity of three months or less to be cash
equivalents.
Comprehensive Income


The Company adopted Statement of Financial Accounting Standards No,
130, Reporting Comprehensive Income, (SFAS No. 130). SFAS No. 130 requires the
reporting of comprehensive income in addition to net income from operations.

Comprehensive income is a more inclusive financial reporting
methodology that includes disclosure of information that historically has not been
recognized in the calculation of net income.
Fair Value of Financial Instruments


The carrying amounts reported in the consolidated balance sheets for
cash and cash equivalents, accounts receivable and accounts payable approximate fair value
because of the immediate or short-term maturity of these financial instruments. For the
loans payable, the carrying amount reported is based upon the incremental borrowing rates
otherwise available to the Company for similar borrowings.
Currency Translation


For subsidiaries outside the United States that prepare financial
statements in currencies other than the U.S. dollar, the Company translates income and
expense amounts at average exchange rates for the year, translates assets and liabilities
at year-end exchange rates and equity at historical rates. The Companys functional
currency is the Canadian dollar, while the Company reports its currency in the US dollar.
The Company records these translation adjustments as accumulated other comprehensive
income (loss). Gains and losses from foreign currency transactions are included in other
income (expense) in the results of operations.
Revenue Recognition


The Company receives revenue from subscribers to its triple play
network in which it provides digital TV, voice over internet protocol (VoIP), and high
speed internet access, all via fiber optic cable. The Company bills its subscribers on a
monthly basis and recognizes the monthly revenue based upon the specific plan selected by
the subscriber. The Company additionally provides contracted services to wire commercial
buildings with fiber optic cable in order to provide for similar services.
Accounts Receivable


The Company conducts business and extends credit based on an evaluation
of the customers financial condition, generally without requiring collateral.

Exposure to losses on receivables is expected to vary by customer due
to the financial condition of each customer. The Company monitors exposure to credit
losses and maintains allowances for anticipated losses considered necessary under the
circumstances. The Company has an allowance for doubtful accounts of $11,499 and $0 at
November 30, 2008 and 2007, respectively.

Accounts receivable are generally due within 30 days and collateral is
not required. Unbilled accounts receivable represents amounts due from customers for which
billing statements have not been generated and sent to the customers.
Income Taxes


The Company accounts for income taxes utilizing the liability method of
accounting. Under the liability method, deferred taxes are determined based on differences
between financial statement and tax bases of assets and liabilities at enacted tax rates
in effect in years in which differences are expected to reverse. Valuation allowances are
established, when necessary, to reduce deferred tax assets to amounts that are expected to
be realized.
Advertising Costs


The Company expenses the costs associated with advertising as incurred.
Advertising expenses for the years ended November 30, 2008 and 2007 are included in
selling and promotion expenses in the consolidated statements of operations.
Fixed Assets


Fixed assets are stated at cost. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets; office and computer
equipment  5 years.

When assets are retired or otherwise disposed of, the costs and related
accumulated depreciation are removed from the accounts, and any resulting gain or loss is
recognized in income for the period. The cost of maintenance and repairs is charged to
income as incurred; significant renewals and betterments are capitalized. Deduction is
made for retirements resulting from renewals or betterments.
Impairment of Long-Lived Assets


Long-lived assets, primarily fixed assets, are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of the
assets might not be recoverable. The Company does perform a periodic assessment of assets
for impairment in the absence of such information or indicators. Conditions that would
necessitate an impairment assessment include a significant decline in the observable
market value of an asset, a significant change in the extent or manner in which an asset
is used, or a significant adverse change that would indicate that the carrying amount of
an asset or group of assets is not recoverable. For long-lived assets to be held and used,
the Company recognizes an impairment loss only if its carrying amount is not recoverable
through its undiscounted cash flows and measures the impairment loss based on the
difference between the carrying amount and estimated fair value.
Loss Per Share of Common Stock


Basic net loss per common share is computed using the weighted average
number of common shares outstanding. Diluted earnings per share (EPS) includes additional
dilution from common stock equivalents, such as stock issuable pursuant to the exercise of
stock options and warrants. Common stock equivalents were not included in the computation
of diluted earnings per share when the Company reported a loss because to do so would be
antidilutive for periods presented.

The following is a reconciliation of the computation for basic and
diluted EPS:

**November 30, 2008**
    
    **November 30, 2007**Net loss
    $
    (837,176)
    $
    (224,172)Weighted-average common shares outstanding (basic)
    
    53,692,041
    
    51,501,800Weighted-average common stock equivalentsStock options
    
    1,500,000
    
    -Warrants
    
    -
    
    -Weighted-average common shares outstanding (diluted)
    
    55,192,041
    
    51,501,800Stock-Based Compensation


On December 16, 2004, the Financial Accounting Standards Board
(FASB) published Statement of Financial Accounting Standards No. 123 (Revised
2004), Share-Based Payment (SFAS 123R). SFAS 123R requires
that compensation cost related to share-based payment transactions be recognized in the
financial statements. Share-based payment transactions within the scope of SFAS 123R
include stock options, restricted stock plans, performance-based awards, stock
appreciation rights, and employee share purchase plans. The provisions of SFAS 123R, as
amended, are effective for small business issuers beginning as of the next fiscal year
after December 15, 2005. The Company has adopted the provisions of SFAS 123R. The adoption
of this principle had no effect on the Companys operations.

On January 1, 2006, the Company adopted the provisions of FAS No. 123R
Share-Based Payment (FAS 123R) which requires recognition of
stock-based compensation expense for all share-based payments based on fair value. Prior
to January 1, 2006, the Company measured compensation expense for all of its share-based
compensation using the intrinsic value method prescribed by Accounting Principles Board
(APB) Opinion No. 25, Accounting for Stock Issued to Employees
(APB 25) and related interpretations. The Company has provided pro forma
disclosure amounts in accordance with FAS No. 148, Accounting for Stock-Based
Compensation  Transition and Disclosure  an amendment of FASB Statement No.
123 (FAS 148), as if the fair value method defined by FAS No. 123,
Accounting for Stock Based Compensation (FAS 123) had been applied
to its stock-based compensation.

The Company has elected to use the modifiedprospective approach
method. Under that transition method, the calculated expense in 2006 is equivalent to
compensation expense for all awards granted prior to, but not yet vested as of January 1,
2006, based on the grant-date fair values estimated in accordance with the original
provisions of FAS 123. Stock-based compensation expense for all awards granted after
January 1, 2006 is based on the grant-date fair values estimated in accordance with the
provisions of FAS 123R. The Company recognizes these compensation costs, net of an
estimated forfeiture rate, on a pro rata basis over the requisite service period of each
vesting tranche of each award. The Company considers voluntary termination behavior as
well as trends of actual option forfeitures when estimating the forfeiture rate.

The Company measures compensation expense for its non-employee
stock-based compensation under the Financial Accounting Standards Board (FASB) Emerging
Issues Task Force (EITF) Issue No. 96-18, Accounting for Equity Instruments that
are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or
Services. The fair value of the option issued is used to measure the
transaction, as this is more reliable than the fair value of the services received. The
fair value is measured at the value of the Companys common stock on the date that
the commitment for performance by the counterparty has been reached or the
counterpartys performance is complete. The fair value of the equity instrument is
charged directly to compensation expense and additional paid-in capital.
Segment Information


The Company follows the provisions of SFAS No. 131, Disclosures
about Segments of an Enterprise and Related Information. This standard requires
that companies disclose operating segments based on the manner in which management
disaggregates the Company in making internal operating decisions. As of November 30, 2008
and 2007 and for the years ended November 30, 2008 and 2007, the Company operates in only
one segment and in only one geographical location.
Reclassifications


The Company has reclassified certain amounts in their consolidated
statement of operations for the years ended November 30, 2007 to conform with the November
30, 2008 presentation. These reclassifications had no effect on the net loss for the years
ended November 30, 2007.
Uncertainty in Income Taxes


In July 2006, the FASB issued Interpretation No. 48 (FIN No. 48),
Accounting for Uncertainty in Income Taxes. This interpretation requires
recognition and measurement of uncertain income tax positions using a
more-likely-than-not approach. FIN No. 48 is effective for fiscal years
beginning after December 15, 2006. Management has adopted FIN 48 for 2008, and they
evaluate their tax positions on an annual basis, and has determined that as of November
30, 2008, no additional accrual for income taxes other than the federal and state
provisions and related interest and estimated penalty accruals is not considered
necessary.
Fair Value Measurements


In September 2006, the FASB issued SFAS 157, Fair Value
Measurements. This standard defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles, and expands disclosure
about fair value measurements. In particular, disclosures are required to provide
information on the extent to which fair value is used to measure assets and liabilities;
the inputs used to develop measurements; and the effect of certain of the measurements on
earnings (or changes in net assets). This statement is effective for financial statements
issued for fiscal years beginning after November 15, 2007. The adoption of SFAS 157 on
December 1, 2007 did not have a material impact on the consolidated financial statements.

In February 2007, the FASB issued FAS No. 159, The Fair Value
Option for Financial Assets and Financial Liabilities  Including an amendment of
FASB Statement No. 115, (FAS 159) which permits entities to choose to
measure many financial instruments and certain other items at fair value at specified
election dates. A business entity is required to report unrealized gains and losses on
items for which the fair value option has been elected in earnings at each subsequent
reporting date. This statement is expected to expand the use of fair value measurement.
FAS 159 is effective for financial statements issued for fiscal years beginning after
November 15, 2007, and interim periods within those fiscal years. The Company adopted this
standard on December 1, 2007 and the adoption did not have a material impact on the
consolidated financial statements.
Recent Accounting Pronouncements


In December 2007, the FASB issued SFAS No. 160, Noncontrolling
Interests in Consolidated Financial Statements, an amendment of Accounting Research
Bulletin No 51 (SFAS 160). SFAS 160 establishes accounting and reporting standards
for ownership interests in subsidiaries held by parties other than the parent, changes in
a parents ownership of a noncontrolling interest, calculation and disclosure of the
consolidated net income attributable to the parent and the noncontrolling interest,
changes in a parents ownership interest while the parent retains its controlling
financial interest and fair value measurement of any retained noncontrolling equity
investment. SFAS 160 is effective for financial statements issued for fiscal years
beginning after December 15, 2008, and interim periods within those fiscal years. Early
adoption is prohibited. The adoption of SFAS No. 160 is not expected to have a material
effect on the Companys financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS 141R,Business Combinations
(SFAS 141R), which replaces FASB SFAS 141,Business Combinations. This
Statement retains the fundamental requirements in SFAS 141 that the acquisition method of
accounting be used for all business combinations and for an acquirer to be identified for
each business combination. SFAS 141R defines the acquirer as the entity that obtains
control of one or more businesses in the business combination and establishes the
acquisition date as the date that the acquirer achieves control.  SFAS 141R will
require an entity to record separately from the business combination the direct costs,
where previously these costs were included in the total allocated cost of the
acquisition.  SFAS 141R will require an entity to recognize the assets acquired,
liabilities assumed, and any non-controlling interest in the acquired at the acquisition
date, at their fair values as of that date.  This compares to the cost
allocation method previously required by SFAS No. 141.  SFAS 141R will require
an entity to recognize as an asset or liability at fair value for certain contingencies,
either contractual or non-contractual, if certain criteria are met.

Finally, SFAS 141R will require an entity to recognize contingent
consideration at the date of acquisition, based on the fair value at that
date.  This Statement will be effective for business combinations completed on
or after the first annual reporting period beginning on or after December 15,
2008.  Early adoption of this standard is not permitted and the standards are to
be applied prospectively only.   Upon adoption of this standard, there would be
no impact to the Companys results of operations and financial condition for
acquisitions previously completed.  The adoption of SFAS No. 141R is not
expected to have a material effect on the Companys financial position, results of
operations or cash flows.

In December 2007, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 110, Use of a Simplified Method in Developing Expected
Term of Share Options (SAB 110). SAB 110 expenses the current view
of the staff that it will accept a companys election to use the simplified method
discussed in Staff Accounting Bulletin No. 107, Share Based Payment,
(SAB 107), for estimating the expected term of plain vanilla share
options regardless of whether the company has sufficient information to make more refined
estimates. SAB 110 became effective for the Company on December 1, 2007. The adoption of
SAB 110 did not have a material impact on the Companys financial position.

In March 2008, the FASB issued SFAS No. 161, Disclosures about
Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133
(SFAS 161). SFAS 161 requires enhanced disclosures about an entitys
derivative and hedging activities. These enhanced disclosures will discuss: how and why an
entity uses derivative instruments; how derivative instruments and related hedged items
are accounted for under SFAS 133 and its related interpretations; and how derivative
instruments and related hedged items affect an entitys financial position, financial
performance, and cash flows. SFAS 161 is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008. The Company does not
believe that SFAS 161 will have an impact on their results of operations or financial
position.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of
Generally Accepted Accounting Principles (SFAS 162). SFAS 162 makes the hierarchy of
generally accepted accounting principles explicitly and directly applicable to preparers
of financial statements, a step that recognizes preparers responsibilities for
selecting the accounting principles for their financial statements. The effective date for
SFAS 162 is 60 days following the U.S. Securities and Exchange Commissions approval
of the Public Company Accounting Oversight Boards related amendments to remove the
GAAP hierarchy from auditing standards, where it has resided for some time. The adoption
of SFAS 162 will not have an impact on the Companys results of operations or
financial position.

In May 2008, the FASB issued SFAS No. 163, Accounting for
Financial Guarantee Insurance Contracts  an interpretation of SFAS No. 60
(SFAS 163). SFAS 163 prescribes accounting for insures of financial obligations, bringing
consistency to recognizing and recording premiums and to loss recognition. SFAS 163 also
requires expanded disclosures about financial guarantee insurance contracts. Except for
some disclosures, SFAS 163 is effective for financial statements issued for fiscal years
beginning after December 15, 2008. The adoption of SFAS 163 will not have an impact on the
Companys results of operations or financial position.

In April 2008, the FASB issued FSP No. FAS 142-3, Determination
of the Useful Life of Intangible Assets. This FSP amends the factors that should be
considered in developing renewal or extension assumptions used to determine the useful
life of a recognized intangible asset under SFAS No. 142, Goodwill and Other
Intangible Assets. The Company was required to adopt FSP 142-3 on October 1, 2008.
The guidance in FSP 142-3 for determining the useful life of a recognized intangible asset
shall be applied prospectively to intangible assets acquired after adoption, and the
disclosure requirements shall be applied prospectively to all intangible assets recognized
as of, and subsequent to, adoption. The Company does not believe FSP 142-3 will materially
impact their financial position, results of operations or cash flows.

In May 2008, the FASB issued FSP Accounting Principles Board 14-1,
Accounting for Convertible Debt Instruments That May Be Settled in Cash upon
Conversion (Including Partial Cash Settlement) (FSP APB 14-1). FSP APB
14-1 requires the issuer of certain convertible debt instruments that may be settled in
cash (or other assets) on conversion to separately account for the liability (debt) and
equity (conversion option) components of the instrument in a manner that reflects the
issuers non-convertible debt borrowing rate. FSP APB 14-1 is effective for fiscal
years beginning after December 15, 2008 on a retroactive basis. The Company does not
believe that the adoption of FSP APB 14-1 will have a material effect on its financial
position, results of operations or cash flows.

In June 2008, the Emerging Issues Task Force issued EITF No. 07-05,
Determining Whether an Instrument (or Embedded Feature) Is Indexed to an
Entitys Own Stock (EITF 07-05), which supersedes the definition in
EITF 06-01 for periods beginning after December 15, 2008. The objective of EITF 07-05 is
to provide guidance for determining whether an equity-linked financial instrument (or
embedded feature) is indexed to an entitys own stock and it applies to any
freestanding financial instrument or embedded feature that has all the characteristics of
a derivative in FSAB 133, for purposes of determining whether that instrument or embedded
feature qualifies for the first part of the scope exception in paragraph 11(a) of SFAS 133
(the Paragraph 11(a) Exception). EITF 07-05 also applies to any freestanding
financial instrument that is potentially settled in an entitys own stock, regardless
of whether the instrument is within the scope of EITF 00-19. The Company is determining
what impact, if any, EITF 07-05 will have on its financial position, results of operations
and cash flows.

In June 2008, the Emerging Issues Task Force issued EITF 08-04,
Transition Guidance for Conforming Changes to EITF 98-5, Accounting for Convertible
Securities with Beneficial Conversion Features or Contingently Adjustable Conversion
Ratios (EITF 08-04). EITF 08-04 is effective for years ending after
December 15, 2008. The overall objective of EITF 08-04 is to conform the requirements of
EITF 00-27 and FASB 150 with EITF 98-5 to provide for consistency in application of the
standard. The Company has computed and recorded a beneficial conversion feature in
connection with certain of their prior financing arrangements and does not believe that
EITF 08-04 will have a material effect on that accounting.

In May 2009, the FASB published SFAS No. 165, Subsequent
Events (SFAS 165). SFAS 165 requires the Company to disclose the date
through which subsequent events have been evaluated and whether that date is the date the
financial statements were issued or the date the financial statements were available to be
issued. SFAS 165 is effective for financial periods ending after June 15, 2009. Management
has adopted SFAS 165 and has evaluated subsequent events through September 30, 2009, the
date the financial statements were issued.

Other accounting standards that have been issued or proposed by the
FASB or other standards-setting bodies that do not require adoption until a future date
and are not expected to have a material impact on the financial statements upon adoption.
NOTE 3 - FIXED ASSETS


Fixed assets as of November 30, 2008 and 2007 were as follows:

**Estimated
    Useful****Lives (Years)**
    
    **November 30, 2008**
    
    **November 30, 2007**Computer
    and office equipment
    5
    $
    26,373
    $
    33,944Less:
    accumulated depreciation
    
    
    10,549
    
    6,518Property
    and equipment, net
    
    $
    15,824
    $
    27,426There was $6,321 and $6,060 charged to operations for depreciation
expense for the years ended November 30, 2008 and 2007, respectively.
NOTE 4 - DEFERRED COSTS


Deferred costs as of November 30, 2008 and 2007 were as follows:

**November 30, 2008**
    
    **November 30, 2007**Deferred
    Costs
    $
    371,983
    $
    435,396Less:
    accumulated depreciation
    
    125,563
    
    72.579Property
    and equipment, net
    $
    246,420
    $
    362,817There was $78,876 and $67,476 charged to operations for amortization
expense for the years ended November 30, 2008 and 2007, respectively.
NOTE 5 - RELATED PARTY LOANS


As of November 30, 2008 and 2007, the four and three, principal
shareholders, respectively, of the Company had advanced $464,423 and $284,973 to the
Company for working capital purposes. These loans bear interest at an annual rate of 10%
for individual amounts exceeding $150,000 (CDN$) ($137,577 (US$)). The loans have no
specific terms of repayment and are unsecured. Interest expense for the years ended
November 30, 2008 and 2007 were $2,286 and $0, respectively. Accrued interest on these
loans as of November 30, 2008 and 2007 was $1,937 and $0, respectively.
NOTE 6 - LOAN PAYABLE - BANK


The Company had a line of credit with the National Bank of Canada
aggregating $396,459 ($500,000 CD$) at November 30, 2008. The loan bears interest at the
rate of 1.25% over the Canadian prime rate. The loan was due on demand and was secured by
personal guarantees of the three principal shareholders and the assets of the Company.
Interest expense on the line of credit for the years ended November 30, 2008 and 2007 were
$26,982 and $11,262, respectively. There was no accrued interest outstanding as of
November 30, 2008 and 2007, respectively.

The Company converted this loan to an Operating Loan in April 2009. The
loan is payable in monthly installments of $27,778 (CD$) through September 2010. In
addition, interest will be charged at 4% over the banks prime lending rate and the
Company will be charged monthly fees of approximately $150 per month. The loan is
personally guaranteed by three principal shareholders.
NOTE 7 - COMMITMENTS

Employment Agreement


The Companys subsidiary, Valtech has an employment agreement with
its Chief Executive Officer. The agreement commenced October 1, 2006 and terminated
September 30, 2007. The agreement is renewable upon mutual agreement of the Company and
its Chief Executive Officer. The original agreement provided for a salary of $80,000 plus
benefits. The agreement has been renewed through September 30, 2009.
Operating Lease


The Company leases a vehicle for the Chief Executive Officer. The lease
is a 36-month lease that expires October 31, 2009. The monthly payment is $617 per month,
and the Company has approximately $6,787 in its remaining commitment.
Office Space


The Company occupies approximately 2,500 square feet of office space
owned by a company that is owned by a stockholder. The occupancy is on a month-to-month
basis, without a lease and without payment of rent. The Company has occupied the space
since February 1, 2008. Accordingly, a rent expense charge was recorded at the fair value
of the applicable rent and with an offset to additional paid-in capital aggregating
$40,106.
Litigation


The Company has initiated litigation against two former consultants in
the Circuit Court of the 17th Judicial Circuit, Broward County, Florida. In
2008, the Company entered into a consulting contract with two individuals to prepare a
formal valuation of the Companys business including marketing, sales, information
management, and a customer service plan. The consulting agreement provides for the
issuance of 600,000 restricted common shares and the issuance of 2,400,000 stock options
of which 1,000,000 options were exercised.

Management is of the opinion that these individuals did not perform
their services according to the contract and is attempting to block the removal of the
restriction on the 600,000 common shares issued, and cancel the unexercised stock options.
The outcome of the litigation is undeterminable at the present time. The 600,000 common
shares are reflected as outstanding in the accompanying condensed consolidated financial
statements and stock based compensation of $36,000 was recorded. Additionally, the fair
value of the options have been recorded aggregating $22,820 and a provision for $60,000
has been recorded for the amount due for the option exercise price since the consultants
have not paid the option price to date.
NOTE 8 - STOCKHOLDERS DEFICIT

Common Stock


As of November 30, 2008, the Company has 100,000,000 shares of common
stock authorized with a par value of $.00001.

The Company has 54,888,508 shares issued and outstanding as of November
30, 2008.

During the year ended November 30, 2008:

On March 12, 2008, a change in control occurred with respect to
Physicians Remote Solutions, Inc. and on June 2, 2008, Physicians Remote Solutions, Inc.
was reverse merged into Valtech Communications, Inc., a Canadian company and the
Companys name was changed to HIPSO Multimedia, Inc. In connection with the reverse
merger, 40,000,000 restricted shares of the public company common stock was exchanged for
Valtech Communications common stock. The shares were issued at par.

On March 13, 2008, the Company issued 583,500 restricted shares of its
common stock in connection with a legal services contract commencing March 18, 2008 for
one year. Stock based compensation in the amount of $25,225 was recorded as compensation
expense for the year ended November 30, 2008, with the remaining $9,785 to be expensed in
the year ending November 30, 2009. The shares were valued at $0.06 per share, the current
market value on the date of issuance.

On March 13, 2008, the Company entered into consulting contracts with
two individuals to prepare a formal evaluation of the Companys business including
the creation of a marketing, sales, information management, and customer service plan. The
agreements require the issuance of 600,000 restricted common shares valued at $0.06 per
share, the current market price at the date of issuance, and the issuance of 2,400,000
stock options exercisable at $0.06 per share. Of the 2,400,000 stock options, 1,000,000
options vested immediately and were exercised, 400,000 options vested on May 1, 2008, and
the balance vest 200,000 per month commencing June 1, 2008. Subsequent to entering into
this agreement, the Company initiated litigation against these individuals as a result of
their failure to perform in accordance with the agreement and is attempting to block the
removal of the restriction on the 600,000 shares issued, and cancel the unexercised
options. The outcome of the litigation is undeterminable at this time. The Company has
reflected a $36,000 charge for the value of the restricted shares, and $22,820 for the
fair value of the stock options. In addition, the $60,000 has been recorded for the amount
due for the option exercise price the consultants have not paid.

On March 31, 2008, the Company issued 120,000 restricted shares of its
common stock in connection with internal accounting services commencing March 18, 2008 for
one year. Stock based compensation in the amount of $5,188 was recorded as compensation
expense for the year ended November 30, 2008, with the remaining $2,012 to be expensed in
the year ending November 30, 2009. The shares were valued at $0.06 per share, the current
market value on the date of issuance.

On August 25, 2008, the Company issued 50,000 restricted shares of its
common stock in connection with an agreement for investor relations services commencing
August 25, 2008 for one year. Stock based compensation in the amount of $1,993 was
recorded as compensation expense for the year ended November 30, 2008, with the remaining
$5,507 to be expensed in the year ending November 30, 2009. The shares were valued at
$0.15 per share, the current market value on the date of issuance.

On August 25, 2008, the Company issued 250,000 free-trading shares of
its common stock in connection with the exercise of stock options.

On November 4, 2008, the Company issued 250,000 free-trading shares of
its common stock in connection with the exercise of stock options.
Stock Options


The Company accounts for stock-based compensation using the fair value
method under SFAS 123R. SFAS 123R requires the cost of employee services received for
awards of equity instruments, such as stock options and restricted stock, to be recorded
at the fair value on the date of the grant. The value of restricted stock awards, based
upon market prices, is amortized over the requisite service period. The estimated fair
value of stock options and warrants on the grant date is amortized on a straight line
basis over the requisite service period. During the years ended November 30, 2008 and
2007, stock based compensation was $231,226 and $0, respectively.

On March 13, 2008, in connection with consulting contracts, 2,400,000
stock options were issued and they have a five-year life, exercisable at $0.06, as
follows: 1,000,000 options vested immediately, 400,000 options vested on May 1, 2008, and
the balance vest 200,000 per month commencing June 1, 2008 through October 1, 2008.

These options were valued using the Black-Scholes Pricing Model with
the following assumptions: volatility - 25%; risk free interest rate  2.53%;
expected life  5 years; and dividend yield  0%.

Due to the lack of sufficient historical trading information with
respect to its own shares, the Company estimates expected volatility based on a company
believed to have market and economic characteristics similar to its own. Expected term is
estimated based on the simplified method allowed under Staff Accounting Bulletins 110 and
107 issued by the United States Securities and Exchange Commission, for options valued
using the Black-Scholes valuation method.

Of the 2,400,000 options issued to the two consultants, 1,000,000 of
the options that vested immediately, were exercised upon issuance, however, the Company
has not received the required option payment of $60,000 from the two consultants. As
noted, the Company is in litigation to recover this amount. As a result, and due to the
uncertainty of the recovery of the $60,000, the Company has expensed the entire amount.
The remaining 1,400,000 vested but unexercised options were valued at $22,820 ($0.0163 per
option) based upon the assumptions herein.

On August 25, 2008 and October 30, 2008, the Company issued a total of
600,000 stock options to two consultants. Of these options, 500,000 vested upon issuance
and the remaining options vest March 4, 2009. These options have a three-year life and are
exercisable at $0.05. These options were issued in the money as the market value of the
underlying shares was $0.18 and $0.14, respectively. The fair value of these options were
determined to be the intrinsic value at the date of issuance, or $32,500 ($0.13 per share)
and $22,500 ($0.09 per share) on August 25, 2008 and October 30, 2008, respectively.
Additionally, the Company did not receive the total required option payments of $25,000
(500,000 options at $0.05). The Company has expensed the entire amount due to the
uncertainty of the collectability of this amount. 100,000 options valued at $9,000 were
unvested as of November 30, 2008.

The following is a summary of the outstanding stock options for the
year ended November 30, 2008, there were no options outstanding, granted, exercised or
cancelled as of and for the year ended November 30, 2007:

**Options**
    
    **Weighted Average Exercise Price**
    
    **Weighted Average Exercise Life**
    
    **Aggregate Intrinsic Value**Outstanding, November 30,
    2007
    -
    $
    -
    
    -
    $
    -Granted
    3,000,000
    
    0.06
    
    2.43Exercised
    (1,500,000)
    
    (0.06)
    
    0.00Cancelled
    -
    
    -
    
    -
    
    -Outstanding, November 30,
    2008
    1,500,000
    $
    0.06
    
    4.87
    $
    121,000Exercisable, November 30,
    2008
    1,400,000
    $
    0.06
    
    5.00
    $
    112,000NOTE 9 - PROVISION FOR INCOME TAXES


Deferred income taxes are determined using the liability method for the
temporary differences between the financial reporting basis and income tax basis of the
Companys assets and liabilities. Deferred income taxes are measured based on the tax
rates expected to be in effect when the temporary differences are included in the
Companys tax return. Deferred tax assets and liabilities are recognized based on
anticipated future tax consequences attributable to differences between financial
statement carrying amounts of assets and liabilities and their respective tax bases.

At November 30, 2008, deferred tax assets consist of the following:
Net operating losses
    $
    380,036Valuation allowance
    
    (380,036)$
    -

At November 30, 2008, the Company had a net operating loss carryforward
in the approximate amount of $1,117,753, available to offset future taxable income through
2028. The Company established valuation allowances equal to the full amount of the
deferred tax assets due to the uncertainty of the utilization of the operating losses in
future periods.

A reconciliation of the Companys effective tax rate as a
percentage of income before taxes and federal statutory rate for the periods ended
November 30, 2008 and 2007 is summarized as follows:

**2008**
    
    **2007**Federal statutory rate
    (34.0)%
    
    (34.0)%State income taxes, net of
    federal benefits
    3.3
    
    3.3Valuation allowance
    30.7
    
    30.70%
    
    0%NOTE 10 - FAIR VALUE MEASUREMENTS

On January 1, 2008, the Company adopted SFAS 157. SFAS 157 defines fair
value, provides a consistent framework for measuring fair value under generally accepted
accounting principles and expands fair value financial statement disclosure requirements.
SFAS 157s valuation techniques are based on observable and unobservable inputs.
Observable inputs reflect readily obtainable data from independent sources, while
unobservable inputs reflect our market assumptions. SFAS 157 classifies these inputs into
the following hierarchy:

Level 1 inputs: Quoted prices for identical instruments in active
markets.

Level 2 inputs: Quoted prices for similar instruments in active
markets; quoted prices for identical or similar instruments in markets that are not
active; and model-derived valuations whose inputs are observable or whose significant
value drivers are observable.

Level 3 inputs: Instruments with primarily unobservable value drivers.

The following table represents the fair value hierarchy for those
financial assets and liabilities measured at fair value on a recurring basis as of
November 30, 2008:

**Level 1**
    **Level 2**
    **Level 3**
    **Total**Cash
    19
    -
    -
    19Total assets
    19
    -
    -
    19Loans payable
    860,882
    -
    -
    860,882Total liabilities
    860,882
    -
    -
    860,882NOTE 11 - CONCENTRATION OF CREDIT RISK


On November 30, 2008, $35,409, or 47% of the Companys gross
accounts receivable were with two customers. Of this amount, $14,635, or 20%, was with a
customer related to a significant shareholder of the Company. In addition, 38% of the
revenue for the year ended November 30, 2008 was generated by two customers. This customer
is considered a major customer of the Company. A major customer is a customer that
represents more than 10% of the total.

On November 30, 2007, $29,533, or 54% of the Companys accounts
receivable were with two customers. In addition, 27% of the revenue for the year ended
November 30, 2007 was generated by two customers. This customer is considered a major
customer of the Company. A major customer is a customer that represents more than 10% of
the total.
NOTE 12 - SUBSEQUENT EVENTS

Common Stock Issuances


During the quarter ended May 31, 2009, the Company occupied office
space owned by a principal shareholder, and recorded $10,215 of rent expense as
contributed capital for the space.

$1,890 in stock based compensation was recognized for services
performed for which shares were issued in the prior year.

During the quarter ended February 28, 2009, the Company issued:

100,000 shares of common stock to the President and CEO for services.
These shares were valued at their market price of $0.21 per share, or $21,000, at the date
of issue.

85,000 shares of common stock for legal services. These shares were
valued at their market price of $0.17 per share, or $14,450, at the date of issue.

300,000 shares of common stock to exercise stock options. The Company
did not receive the required option payment of $15,000 from the consultant and thus
included these amounts as administrative expenses.

During the quarter ended February 28, 2009, the Company occupied office
space owned by a principal shareholder, and recorded $10,215 of rent expense as
contributed capital for the space.

$12,156 in stock based compensation was recognized for services
performed for which shares were issued in the prior year.

In July 2009, the Companys subsidiary, Valtech Communications,
Inc. entered into a written agreement with Groupe Canvar Inc. (a related party through
common ownership). The agreement provides for Groupe Canvar, Inc. to provide brochures,
price lists, contact information and other literature relating to Valtech Communications,
Inc. services to the tenants leasing the apartments or office space in the buildings owned
by Groupe Canvar, Inc. In addition, the agreement provides for Valtech Communications,
Inc. to install wiring in new and refurbished buildings owned by Groupe Canvar, Inc. to
their server for these services. All pricing is at the same terms as those for Valtech
Communications, Inc. other customers. The agreement will expire July 2010.
NOTE 13 - RESTATEMENT OF PRIOR FINANCIAL STATEMENTS


The Company has restated its consolidated financial statements for the
year ended November 30, 2008 to account for the correction of errors related to
adjustments made to (i) the allowance for doubtful accounts; (ii) the write-off of certain
receivables; (iii) an incorrect posting of an inter-company receivable; (iv) under accrual
of accrued interest on the loans  shareholders; (v) related adjustments on
translation of foreign currencies; and (vi) reclassifications on cash flows from investing
and financing activities as well as reclassifications to conform with the 2007
presentation that had no effect on the total changes in cash flows. The net effect of the
adjustments on the accumulated deficit as of November 30, 2008 was $3,853 increase in the
net loss and the accumulated deficit.

The following charts reflect the changes of the individual line items
changed in the consolidated financial statements.
Previously
    Reported
    
    Restated
    
    ChangeStatement of OperationsRevenues
    $
    383,381
    $
    372,638
    $
    (10,743)
    (1)Administrative expenses
    
    605,709
    
    596,532
    
    (9,177)
    (2)(4)(5)Interest expense
    
    26,982
    
    29,268
    
    2,286
    (3)Net loss
    
    (833,324)
    
    (837,176)
    
    (3,852)
    (1)(3)(4)Balance SheetAccounts receivable
    
    85,592
    
    64,971
    
    (20,621)
    (1)(2)Accrued expenses
    
    95,432
    
    75,767
    
    (19,665)
    (3)(4)Accumulated defict
    
    (1,113,901)
    
    (1,117,753)
    
    (3,852)
    (1)(3)(4)Accumulated other comprehensive
    income
    
    110,117
    
    113,013
    
    2,896
    (5)Statement of Changes in Stockholders' (Deficit)Accumulated deficit
    
    (1,113,901)
    
    (1,117,753)
    
    (3,852)
    (1)(3)(4)Accumulated other comprehensive
    income
    
    110,117
    
    113,013
    
    2,896
    (5)Net loss
    
    (833,324)
    
    (837,176)
    
    (3,852)
    (1)(3)(4)Statement of Cash FlowNet loss
    
    (833,324)
    
    (837,176)
    
    (3,852)
    (1)(3)(4)Change in accounts receivable
    
    (11,119)
    
    (20,120)
    
    (9,001)
    (7)Change in prepaid expenses and
    other current assets
    
    (16,455)
    
    (22,732)
    
    (6,277)
    (7)Change in accounts payable and
    accrued expenses
    
    -
    
    30,252
    
    30,252
    (6)Change in accounts payable
    
    8,436
    
    -
    
    (8,436)
    (6)Change in accrued expenses
    
    40,361
    
    -
    
    (40,361)
    (6)Change in operating activities
    
    (454,316)
    
    (491,992)
    
    (37,676)
    (7)Deferred development costs
    
    (31,712)
    
    (14,372)
    
    17,340
    (6)Change in investment activities
    
    397,740
    
    (14,372)
    
    (412,112)
    (6)Loan payable to bank
    
    163,910
    
    163,438
    
    (472)
    (7)Change in financing activities
    
    (31,712)
    
    397,268
    
    428,980
    (6)Effect of exchange rate on cash
    
    78,925
    
    99,733
    
    20,808
    (7)**Balance
    Sheet**
    
    **Operations**(1) Write-off of certain receivables
    
    
    
    (9,102)
    
    (10,743)(2) Increase in the allowance for doubtful
    accounts
    
    
    
    (11,519)
    
    11,000(3) Under accrual of interest on loans -
    shareholders
    
    
    
    1,937
    
    2,286(4) Incorrect posting of inter-company
    receivables
    
    
    
    17,728
    
    (16,928)(5) Foreign currency translation adjustments
    
    
    
    2,896
    
    (3,249)(6) Represent reclassification adjustments(7) Represent changes based on adjustments (1)
    through (5)

Note  there is a $1 difference in the charts as opposed to the
net effect of the restatement adjustments on the net loss due to rounding in the
originally filed consolidated financial statements.