UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-K
 
 (Mark
One)
  x
                            ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For
the fiscal year ended November 30, 2008
  o
                            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For the
transition period from ___________ to ___________
  Commission
File No. 333-147755
  PAW
SPA, INC.
 (Name
of small business issuer in its charter)
  NEVADA(State
      or other jurisdiction of
                              incorporation
      or organization)
                            (IRS
      Employer Identification No.)1921
      Denver West Court, Suite 2022
                              Golden,
      Colorado
                            80401(Address
      of principal executive offices)
                            (Zip
      Code)
  (303)
278-0207
 (Registrant’s
telephone number, including area code)
  Securities
      registered under Section 12(b) of the Exchange Act:Title
      of each class registered:
                            Name
      of each exchange on which registered:None
                            NoneSecurities
      registered under Section 12(g) of the Exchange Act:Common
      Stock, par value $0.00001
                              (Title
      of class)
  Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.       
Yes o    No x
  Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.    Yes o     No x
  Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x No o
  Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference Part III of this Form 10-K or
any amendment to this Form 10-K.   x
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
  Large
      accelerated filer
                            o
                            
                            Accelerated
      filer
                            oNon-accelerated
      filer
                              (Do
      not check if a smaller reporting company)
                            o
                            
                            Smaller
      reporting company
                            x
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes    No x
 
 There is
no established public trading market for our common stock.
 
 As of
February 27, 2009, the registrant had 5,757,900 shares of its common stock
outstanding.
 
 Documents Incorporated by
Reference: None.
  
 
  TABLE
OF CONTENTS
 
 PAGEPART
      IITEM
      1.
                                  
                                  Business
                                  
                                  1ITEM
      1A.
                                  
                                  Risk Factors
                                  
                                  2ITEM
      2.
                                  
                                  Properties
                                  
                                  2ITEM
      3.
                                  
                                  Legal
      Proceedings
                                  
                                  3ITEM
      4.
                                  
                                  Submission of Matters to a Vote of
      Security Holders
                                  
                                  3PART
      IIITEM
      5.
                                  
                                  Market for Registrant’s Common
      Equity, Related Stockholder Matters and Issuer Purchases of Equity
      Securities
                                  
                                  3ITEM
      6.
                                  
                                  Selected Financial
      Data
                                  
                                  3ITEM
      7.
                                  
                                  Management’s Discussion
      and Analysis of Financial Condition and Results of
      Operation
                                  
                                  3ITEM
      7A.
                                  
                                  Quantitative and
      Qualitative Disclosures About Market
      Risk
                                  
                                  5ITEM
      8.
                                  
                                  Financial Statements and
      Supplementary Data
                                  
                                  7ITEM
      9.
                                  
                                  Changes in and Disagreements with
      Accountants on Accounting and Financial
    Disclosure
                                  
                                  8ITEM
      9A.
                                  
                                  Controls and
      Procedures
                                  
                                  8PART
      IIIITEM
      10.
                                  
                                  Directors, Executive Officers and
      Corporate Governance
                                  
                                  9ITEM
      11.
                                  
                                  Executive
      Compensation
                                  
                                  10ITEM
      12.
                                  
                                  Security Ownership of Certain
      Beneficial Owners and Management and
      Related Stockholder Matters
                                  
                                  10ITEM
      13.
                                  
                                  Certain Relationships and Related
      Transactions, and Director Independence
                                  
                                  11ITEM
      14.
                                  
                                  Principal Accounting Fees and
      Services
                                  
                                  11ITEM
      15.
                                  
                                  Exhibits, Financial Statement
      Schedules
                                  
                                  12SIGNATURES
  
  
 
 PART
I
 
  ITEM 1.      BUSINESS
  We were
incorporated in the State of Nevada on October 21, 2005. We maintain our
statutory registered agent's office at The Corporation Trust Company of Nevada,
6100 Neil Road, Suite 500, Reno, Nevada 89511. Our business office is located at
1921 Denver West Court, Suite 2022, Golden, Colorado 80401. This is the home of
Edd Cockerill, our president. Mr. Cockerill supplies this office space to us on
a rent-free basis. Our telephone number is (303) 278-0207.
  Our plan
was to provide mobile grooming and spa services for cats and dogs. Our services
were going to include bathing, hair cutting and styling, brushing/combing,
flea and tick treatments, nail maintenance and beautification, ear cleaning,
teeth cleaning, hot oil treatments, and massage. The pricing for these services
vary based on the size of the animal, packaged service specials, and required
travel necessary. To date, we have not had any business operations and did not
generate any revenues. We have not engaged in any other business operations and
we have no prior experience in the pet grooming business.
 
 We planned
to provide an assigned groomer with a properly equipped van capable of providing
all necessary services to our clients. Our client service representatives would
work with each individual client to determine exactly the services desired.
Before services would be performed and once the services were completed to the
specifications of the client, digital pictures will be taken of the animal. A
copy of the pictures would be sent to the client and a copy would be stored in
our records for future reference.
 
 As of the
date of this filing, we have ceased operations because we were unsuccessful in
raising the necessary financing and executing our business
plan.  Accordingly, we have entered into a binding LOI with Harbrew
Imports Ltd. Corp. (“Harbrew”) for a merger whereby Harbrew’s business shall
become our operating business.
 
 Harbrew
is inthe business
of importing and wholesaling Spirits, Wine and Beer to distributors on a
national basis and to retail licensees both on and off premise in New York,
through a wholesale license. Its principle asset is an exclusive contract with
Danny DeVito for the Limoncello brand. Launched in the fall of 2007, the brand
has sold into the market the equivalent of 10% of the category as of the year
end.
 
 A more
detailed discussion of the LOI between us and Harbrew is referred to and
incorporated herein by reference to the Form 8-k filed on February 25,
2009.
 ITEM 1A.   RISK FACTORS
 
 Not
applicable.
 
 ITEM 2.      PROPERTIES
 
 We
currently utilize office space provided by Edd Cockerill, our chief executive
officer.  We do not have a formal sublease. We believe that our office
space is adequate and suitable for its intended purpose.  At the time that
the merger with Harbrew is closed, it is anticipated that our office location
and property needs will change.
  -1-
  ITEM 3.   
 LEGAL PROCEEDINGS
 
 There are
no pending legal proceedings to which the Company is a party or in which any
director, officer or affiliate of the Company, any owner of record or
beneficially of more than 5% of any class of voting securities of the Company,
or security holder is a party adverse to the Company or has a material interest
adverse to the Company. The Company’s property is not the subject of any pending
legal proceedings.
 
 ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS
 
 None.
 
 PART
II
 
 ITEM
5.   MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 
 Our
common stock is listed on the Over-the-Counter Bulletin Board under symbol
PWSA.  There is, however, no public trading market for our common
stock. There are no outstanding options or warrants to purchase, or securities
convertible into, our common stock.
 
 Holders
 
 As of
February 27, 2009, there are 45 holders of record for our common
stock.
 
 Dividend
Policy
 
 We have
never paid cash dividends on our capital stock. We currently intend to retain
any profits we earn to finance the growth and development of our business. We do
not anticipate paying any cash dividends in the foreseeable future.
 
 Stock
Option Grants
 
 To date,
we have not granted any stock options.
 
 Securities
authorized for issuance under equity compensation plans
 
 We do not
have any equity compensation plans and accordingly we have no securities
authorized for issuance thereunder.
 
 ITEM 6.     SELECTED FINANCIAL DATA
 
 Not
Applicable.
 
 ITEM 7.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND PLAN OF OPERATIONS.
 
 Plan of
Operation
 
 We are a
start-up corporation and have not yet initiated our business operations nor
generated or realized any revenues. We raised $75,790 gross proceeds through a
private placement. We will need additional funding to begin our operations. Our
auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months.
 
 We will
not be conducting any product research or development. Furthermore, we do not
expect significant changes in the number of employees. Our specific goal was to
raise additional funds to implement our business plan, however, we have failed
to do so.  Accordingly we have entered into an LOI with Harbrew to
merge its business into our company.  Therefore, it is our plan of
operations to continue working with Harbrew to finalize the terms of the merger
and close the merger as quickly as possible.  At this point, we have
only entered into the binding LOI and have not executed any other definitive
merger documents.
 -2-
  
 Limited
Operating History; Need for Additional Capital
 
 There is
no historical financial information about us upon which to base an evaluation of
our performance. We have not begun our operations and generated revenues since
our inception on October 21, 2005. We cannot guarantee we will be successful in
our business plans. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources
and possible cost overruns due to price increases in services.
 
 To become
profitable and competitive, we would have first had to attract customers and
generate revenues. We have failed to do so and have failed to raise additional
capital.  Therefore, we have been forced to cease operations and enter
into the binding LOI with Harbrew.
  Liquidity
and Capital Resources
 
 As of the
November 30, 2008, we have yet to generate any revenues from business
operations. Edd Cockerill, our president, has provided services to us. He
is not expected to loan funds to us to finance operations.
  As of
November 30, 2008, our total assets were $910, and our total liabilities were
$41,904. We had cash of $77. We believe we can not satisfy our cash requirements
for the next twelve months with our current cash. If we are unable to satisfy
our cash requirements we may be unable to proceed with our plan of operations.
As a result, we may not generate revenues in the
future.
 
 -3-
 
 Results
of Operations
 
 From our
date of inception, October 21, 2005, we have sold 5,757,900 shares of our common
stock and raised $75,790 in gross proceeds for our planned
operations.  We have not generated any revenue. Our operating expenses
from inception were $129,344.  We have not initiated operations but
anticipate doing so in the near future.
 Going
Concern
  As
reflected in the accompanying financial statements, the Company is in the
development stage with no operations, has a net loss of $134,684 for the period
from October 21, 2005 (inception) to November 30, 2008, and has negative cash
flow from operations of $92,302 from inception. This raises substantial doubt
about its ability to continue as a going concern. The ability of the Company to
continue as a going concern is dependent on the Company’s ability to raise
additional capital and implement its business plan. The financial statements do
not include any adjustments that might be necessary if the Company is unable to
continue as a going concern.
 
 Management
believes that actions presently being taken to obtain additional funding and
implement its strategic plans provide the opportunity for the Company to
continue as a going concern.
 Off-Balance
Sheet Arrangements
  We have
no off-balance sheet arrangements.
  Recent Accounting
Pronouncements
  In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “Noncontrolling Interests
in Consolidated Financial Statements–an amendment of ARB No.
51”.  This statement improves the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements by establishing accounting and reporting
standards that require; the ownership interests in subsidiaries held by parties
other than the parent and the amount of consolidated net income attributable to
the parent and to the noncontrolling interest be clearly identified and
presented on the face of the consolidated statement of income, changes in a
parent’s ownership interest while the parent retains its controlling financial
interest in its subsidiary be accounted for consistently, when a subsidiary is
deconsolidated, any retained noncontrolling equity investment in the former
subsidiary be initially measured at fair value, entities provide sufficient
disclosures that clearly identify and distinguish between the interests of the
parent and the interests of the noncontrolling owners.  SFAS No. 160
affects those entities that have an outstanding noncontrolling interest in one
or more subsidiaries or that deconsolidate a subsidiary.  SFAS No. 160
is effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Early adoption is prohibited. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.
 
 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). This statement is intended to improve transparency in financial
reporting by requiring enhanced disclosures of an entity’s derivative
instruments and hedging activities and their effects on the entity’s financial
position, financial performance, and cash flows. SFAS 161 applies to all
derivative instruments within the scope of SFAS 133, “Accounting for Derivative
Instruments and Hedging Activities” (SFAS 133) as well as related hedged items,
bifurcated derivatives, and nonderivative instruments that are designated and
qualify as hedging instruments. Entities with instruments subject to SFAS 161
must provide more robust qualitative disclosures and expanded quantitative
disclosures. SFAS 161 is effective prospectively for financial statements issued
for fiscal years and interim periods beginning after November 15, 2008,
with early application permitted. We are currently evaluating the disclosure
implications of this statement.
   -4-
 In April
2008, the FASB issued FASB Staff Position (“FSP”) SFAS No. 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 FASB Statement No. 142, “Goodwill and Other Intangible
Assets”(“SFAS 142”). The intent of this FSP is to improve the
consistency between the useful life of a recognized intangible asset under
SFAS 142 and the period of expected cash flows used to measure the fair
value of the asset under SFAS 141R, and other GAAP. This FSP 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 Company is currently evaluating the impact of SFAS FSP 142-3,
but does not expect the adoption of this pronouncement will have a material
impact on its financial position, results of operations or cash
flows.
 
 In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (SFAS 162”).  SFAS 162 identifies the sources
of accounting principles and the framework for selecting principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States.  This statement shall be effective 60 days following the
SEC’s approval of the Public Company Accounting Oversight Board’s amendments to
AU section 411, The Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles.  The Company is currently evaluating
the impact of SFAS 162, but does not expect the adoption of this pronouncement
will have a material impact on its financial position, results
of operations or cash flows.
  In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity
exists in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under FASB Statement No. 60, Accounting and Reporting by
Insurance Enterprises. This results in inconsistencies in the recognition and
measurement of claim liabilities. This Statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. The adoption of FASB 163 is not expected to
have a material impact on the Company’s financial position.
 
 Critical Accounting
Policies
  Our
financial statements and related public financial information are based on the
application of accounting principles generally accepted in the United States
(“GAAP”). GAAP requires the use of estimates; assumptions, judgments and
subjective interpretations of accounting principles that have an impact on the
assets, liabilities, revenues and expense amounts reported. These estimates can
also affect supplemental information contained in our external disclosures
including information regarding contingencies, risk and financial condition. We
believe our use of estimates and underlying accounting assumptions adhere to
GAAP and are consistently and conservatively applied. We base our estimates on
historical experience and on various other assumptions that we believe to be
reasonable under the circumstances. Actual results may differ materially from
these estimates under different assumptions or conditions. We continue to
monitor significant estimates made during the preparation of our financial
statements.
  ITEM 7A.  QUANTITIATIVE AND QUALITATIVE DISCLOUSURES ABOUT
MARKET RISK
 
 Not
applicable.
 -5-
 
  ITEM 8.      FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA.
      PAW
SPA, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 
 
 
 CONTENTS
 
 
 PAGE
                          F-1
                          REPORT
      OF INDEPENDEDNT REGISTERED PUBLIC ACCOUNTING FIRMPAGE
                          F-2
                          BALANCE
      SHEETS AS OF NOVEMBER 31, 2008 AND 2007PAGE
                          F-3
                          STATEMENTS
      OF OPERATIONS FOR THE YEARS ENDED NOVEMBER 30, 2008 AND 2007 AND FOR THE
      PERIOD FROM OCTOBER 21, 2005 (INCEPTION) TO NOVEMBER 31,
    2008PAGE
                          F-4
                          STATEMENT
      OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIENCY) FOR THE PERIOD FROM
      OCTOBER 21, 2005 (INCEPTION) TO NOVEMBER 31, 2008PAGE
                          F-5
                          STATEMENTS
      OF CASH FLOWS FOR THE YEARS ENDED NOVEMBER 31, 2008 AND 2007 AND FOR THE
      PERIOD FROM OCTOBER 21, 2005 (INCEPTION) TO NOVEMBER 31,
    2008PAGES
                          F-6
      - F-11
                          NOTES
      TO FINANCIAL STATEMENTS
   
  REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 
 To the
Board of Directors of:
 Paw Spa,
Inc.
 (A
Development Stage Company)
 
 We have
audited the accompanying balance sheets of Paw Spa, Inc. (A Development Stage
Company) as of November 30, 2008 and 2007, and the related statements of
operations, changes in stockholder’s equity (deficiency) and cash flows for the
years ended November 30, 2008 and 2007 and the period October 21, 2005
(Inception) to November 30, 2008. The financial statements are the
responsibility of the Company’s management.  Our responsibility is to
express an opinion on these financial statements based on our
audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Paw Spa, Inc. (A Development Stage
Company) as of November 30, 2008 and 2007, and the results of its
operations and its cash flow for the two years then ended and for the period
October 21, 2005 (Inception) to November 30, 2008 in conformity with accounting
principles generally accepted in the United States of America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 2 to the
financial statements, the Company has no revenue, used cash in operations from
inception of $92,302, and has a net loss of $134,684 from inception. This raises
substantial doubt about its ability to continue as a going concern. Management’s
plans concerning this matter are also described in Note 2. The accompanying
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
 
 
 
 WEBB
& COMPANY, P.A.
 Certified
Public Accountants
 
 
 Boynton
Beach, Florida
 January
16, 2009, Except for Note 7 to which the date is February 16, 2009
   F-1
 Paw
      Spa, Inc.(A
      Development Stage Company)Balance
      SheetsASSETSNovember
      30, 2008
                                                                    
                                                                    
                                                                    November
      30, 2007Current
      AssetsCash
                                                                    
                                                                    $
                                                                    77
                                                                    
                                                                    
                                                                    $
                                                                    52,186Prepaid
      expenses
                                                                    
                                                                    
                                                                    833
                                                                    
                                                                    
                                                                    
                                                                    350Security
      deposit
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    350Total
      Assets
                                                                    
                                                                    $
                                                                    910
                                                                    
                                                                    
                                                                    $
                                                                    52,886LIABILITIES AND STOCKHOLDERS'
      EQUITY/(DEFICIENCY)Current
      LiabilitiesAccounts payable
                                                                    
                                                                    $
                                                                    22,365
                                                                    
                                                                    
                                                                    $
                                                                    7,277Loan
      payable
                                                                    
                                                                    
                                                                    6,905
                                                                    
                                                                    
                                                                    
                                                                    -Stockholder
      loans
                                                                    
                                                                    
                                                                    12,634
                                                                    
                                                                    
                                                                    
                                                                    17,634Total
      Current Liabilities
                                                                    
                                                                    
                                                                    41,904
                                                                    
                                                                    
                                                                    
                                                                    24,911Commitments
      and Contingencies
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    -Stockholders'
      Equity/(Deficiency)Preferred
      stock, $0.00001 par value; 100,000,000 shares authorized,none
      issued  and outstanding
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    -Common
      stock,  $0.00001 par value; 100,000,000 shares
      authorized,5,757,900
      and 5,757,900 shares issued and outstanding, respectively
                                                                    
                                                                    
                                                                    58
                                                                    
                                                                    
                                                                    
                                                                    58Additional
      paid-in capital
                                                                    
                                                                    
                                                                    93,632
                                                                    
                                                                    
                                                                    
                                                                    81,964Deficit
      accumulated during the development stage
                                                                    
                                                                    
                                                                    (134,684
                                                                    )
                                                                    
                                                                    
                                                                    (54,047
                                                                    )Total
      Stockholders' Equity/(Deficiency)
                                                                    
                                                                    
                                                                    (40,994
                                                                    )
                                                                    
                                                                    
                                                                    27,975Total
      Liabilities and Stockholders' Equity/(Deficiency)
                                                                    
                                                                    $
                                                                    910
                                                                    
                                                                    
                                                                    $
                                                                    52,886
  See accompanying notes to
financial statements
  F-2
 Paw
      Spa, Inc.(A
      Development Stage Company)Statements
      of OperationsFor
      the Years Ended November 30,
                                                              
                                                              
                                                              For
      the Period from October 21, 2005 (inception)2008
                                                              
                                                              
                                                              2007
                                                              
                                                              
                                                              November
      30, 2008Operating
      ExpensesProfessional
      fees
                                                              
                                                              $
                                                              38,095
                                                              
                                                              
                                                              $
                                                              14,565
                                                              
                                                              
                                                              $
                                                              72,372General
      and administrative
                                                              
                                                              
                                                              37,584
                                                              
                                                              
                                                              
                                                              15,855
                                                              
                                                              
                                                              
                                                              53,972Impairment
      Loss
                                                              
                                                              
                                                              3,000
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              3,000Total
      Operating Expenses
                                                              
                                                              
                                                              78,679
                                                              
                                                              
                                                              
                                                              30,420
                                                              
                                                              
                                                              
                                                              129,344Loss
      from Operations
                                                              
                                                              
                                                              (78,679
                                                              )
                                                              
                                                              
                                                              (30,420
                                                              )
                                                              
                                                              
                                                              (129,344
                                                              )Other
      ExpenseInterest
      Expense
                                                              
                                                              
                                                              (1,958
                                                              )
                                                              
                                                              
                                                              (3,382
                                                              )
                                                              
                                                              
                                                              (5,340
                                                              )Loss
      from Operation before Provision for Income Taxes
                                                              
                                                              
                                                              (80,637
                                                              )
                                                              
                                                              
                                                              (33,802
                                                              )
                                                              
                                                              
                                                              (134,684
                                                              )Provision
      for Income Taxes
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -Net
      Loss
                                                              
                                                              $
                                                              (80,637
                                                              )
                                                              
                                                              $
                                                              (33,802
                                                              )
                                                              
                                                              $
                                                              (134,684
                                                              )Net
      Loss Per Share - Basic and Diluted
                                                              
                                                              $
                                                              (0.01
                                                              )
                                                              
                                                              $
                                                              (0.01
                                                              )Weighted
      average number of shares outstandingduring
      the period - Basic and Diluted
                                                              
                                                              
                                                              5,757,900
                                                              
                                                              
                                                              
                                                              5,686,601
    F-3
 Paw
      Spa, Inc.(A
      Development Stage Company)Statement
      of Changes in Stockholders' Equity/(Deficiency)For
      the period from October 21, 2005 (inception) to November
      30,2008DeficitPreferred
      stock
                                                                      $.00001 Par
      Value
                                                                  
                                                                  
                                                                  Common
      stock
                                                                      $.00001 Par
      Value
                                                                  
                                                                  
                                                                  Additional
                                                                  
                                                                  
                                                                  accumulated
      during
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  Total

                                                                      Stockholder'spaid-in
                                                                  
                                                                  
                                                                  development
                                                                  
                                                                  
                                                                  Subscription
                                                                  
                                                                  
                                                                  EquityShares
                                                                  
                                                                  
                                                                  Amount
                                                                  
                                                                  
                                                                  Shares
                                                                  
                                                                  
                                                                  Amount
                                                                  
                                                                  
                                                                  capital
                                                                  
                                                                  
                                                                  stage
                                                                  
                                                                  
                                                                  Receivable
                                                                  
                                                                  
                                                                  (Deficiency)Balance
      October 21, 2005 (Inception)
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -Common
      stock issued to founders for cash ($0.00001 per share)
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  5,000,000
                                                                  
                                                                  
                                                                  
                                                                  50
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  50Net
      loss for the period October 21, 2005 (inception ) to November 30,
      2005
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  (15,434
                                                                  )
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  (15,434
                                                                  )Balance
      November 30, 2005
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  5,000,000
                                                                  
                                                                  
                                                                  
                                                                  50
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  (15,434
                                                                  )
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  (15,384
                                                                  )Common
      stock issued for cash ($0.00001 per share)
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  394,900
                                                                  
                                                                  
                                                                  
                                                                  4
                                                                  
                                                                  
                                                                  
                                                                  39,486
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  (12,490
                                                                  )
                                                                  
                                                                  
                                                                  27,000Net
      loss
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  (4,811
                                                                  )
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  (4,811
                                                                  )Balance
      November 30, 2006 (Restated)
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  5,394,900
                                                                  
                                                                  
                                                                  
                                                                  54
                                                                  
                                                                  
                                                                  
                                                                  39,486
                                                                  
                                                                  
                                                                  
                                                                  (20,245
                                                                  )
                                                                  
                                                                  
                                                                  (12,490
                                                                  )
                                                                  
                                                                  
                                                                  6,805In
      kind contribution of services
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  2,800
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  2,800In
      kind contribution of interest
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  3,382
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  3,382Common
      stock issued for cash ($0.00001 per share)
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  363,000
                                                                  
                                                                  
                                                                  
                                                                  4
                                                                  
                                                                  
                                                                  
                                                                  36,296
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  12,490
                                                                  
                                                                  
                                                                  
                                                                  48,790Net
      loss
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  (33,802
                                                                  )
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  (33,802
                                                                  )Balance
      November 30, 2007
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  5,757,900
                                                                  
                                                                  
                                                                  
                                                                  58
                                                                  
                                                                  
                                                                  
                                                                  81,964
                                                                  
                                                                  
                                                                  
                                                                  (54,047
                                                                  )
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  27,975In
      kind contribution of services
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  7,800
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  7,800In
      kind contribution of automobile lease
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  2,100
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  2,100In
      kind contribution of interest
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  1,768
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  1,768Net
      loss
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  (80,637
                                                                  )
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  (80,637
                                                                  )Balance,
      November 30, 2008
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  5,757,900
                                                                  
                                                                  
                                                                  $
                                                                  58
                                                                  
                                                                  
                                                                  $
                                                                  93,632
                                                                  
                                                                  
                                                                  $
                                                                  (134,684
                                                                  )
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  (40,094
                                                                  )




See accompanying notes to
financial statements


F-4


Paw
      Spa, Inc.(A
      Development Stage Company)Statements
      of Cash FlowsFor
      the Year Ended
                                                  
                                                  
                                                  For
      the Period from October 21, 2005 (inception) toNovember
      30, 2008
                                                  
                                                  
                                                  November
      30, 2007
                                                  
                                                  
                                                  November
      30, 2008Cash
      Flows From Operating Activities:Net
      Loss
                                                  
                                                  $
                                                  (80,637
                                                  )
                                                  
                                                  $
                                                  (33,802
                                                  )
                                                  
                                                  $
                                                  (134,684
                                                  )Adjustments
      to reconcile net loss to
                                                    net
      cash used in operationsIn-kind
      contribution of services
                                                  
                                                  
                                                  7,800
                                                  
                                                  
                                                  
                                                  6,182
                                                  
                                                  
                                                  
                                                  10,600In-kind
      contribution of automobile
                                                    lease
                                                  
                                                  
                                                  2,100
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  2,100In-kind
      contribution of interest
                                                  
                                                  
                                                  1,768
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  5,150Impairment
      Loss
                                                  
                                                  
                                                  3,000
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  3,000Changes
      in operating assets and
                                                    liabilities:Increase
      in prepaid expenses and
                                                  
                                                  
                                                  (133
                                                  )
                                                  
                                                  
                                                  (700
                                                  )
                                                  
                                                  
                                                  (833
                                                  )Increase
      in accounts payable
                                                    deposits
                                                  
                                                  
                                                  15,088
                                                  
                                                  
                                                  
                                                  4,565
                                                  
                                                  
                                                  
                                                  22,365Net
      Cash  Used In Operating Activities
                                                  
                                                  
                                                  (51,014
                                                  )
                                                  
                                                  
                                                  (23,755
                                                  )
                                                  
                                                  
                                                  (92,302
                                                  )Cash
      Flows From Investing Activities:Purchase
      of Fixed Assets
                                                  
                                                  
                                                  (3,000
                                                  )
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (3,000
                                                  )Net
      Cash Used In Investing Activities
                                                  
                                                  
                                                  (3,000
                                                  )
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (3,000
                                                  )Cash
      Flows From Financing Activities:Proceeds
      from stockholder loans
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  17,634Repayment
      of stockholder loans
                                                  
                                                  
                                                  (5,000
                                                  )
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (5,000
                                                  )Loans
      payable
                                                  
                                                  
                                                  6,905
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  6,905Proceeds
      from issuance of common stock
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  48,790
                                                  
                                                  
                                                  
                                                  75,840Net
      Cash Provided by (Used in) Financing Activities
                                                  
                                                  
                                                  1,905
                                                  
                                                  
                                                  
                                                  48,790
                                                  
                                                  
                                                  
                                                  95,379Net
      Increase (Decrease) in Cash
                                                  
                                                  
                                                  (52,109
                                                  )
                                                  
                                                  
                                                  25,035
                                                  
                                                  
                                                  
                                                  77Cash
      at Beginning of Period/Year
                                                  
                                                  
                                                  52,186
                                                  
                                                  
                                                  
                                                  27,151
                                                  
                                                  
                                                  
                                                  -Cash
      at End of Period/Year
                                                  
                                                  $
                                                  77
                                                  
                                                  
                                                  $
                                                  52,186
                                                  
                                                  
                                                  $
                                                  77Supplemental disclosure of cash flow
      information:Cash
      paid for interest
                                                  
                                                  $
                                                  -
                                                  
                                                  
                                                  $
                                                  -
                                                  
                                                  
                                                  $
                                                  -Cash
      paid for taxes
                                                  
                                                  $
                                                  -
                                                  
                                                  
                                                  $
                                                  -
                                                  
                                                  
                                                  $
                                                  -
  Non Cash
Investing and Financing:
 
 Operating
Lease: On December 1, 2007, the Company executed a two-year non-cancelable
operating lease for a vehicle for use in its pet care services.  The
lease expires on December 1, 2009 and requires the Company to make monthly
payments of $350.  On October 31, 2008, due to nonpayment, the
Company returned the vehicle.  No additional payments are
due.  The amount payable as of October 31, 2008 was forgiven and
re-classed as an in kind contribution of services provided in the amount of
$2,100.
  See accompanying notes to
financial statements


F-5


PAW
SPA, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS OF NOVEMBER 31, 2008 AND
2007


NOTE
1 SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES AND ORGANIZATION
 
 (A)
Organization
 Paw Spa,
Inc. (a development stage company) (the "Company") was incorporated under the
laws of the State of Nevada on October 21, 2005. The Company was organized to
provide pet care services.
  Activities
during the development stage include developing the business plan and raising
capital.
  (B) Use of
Estimates
 
 In
preparing financial statements in conformity with generally accepted accounting
principles, management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and revenues and
expenses during the reported period.  Actual results could differ from
those estimates.
 
 (C) Cash and Cash
Equivalents
 
 For
purposes of the cash flow statements, the Company considers all highly liquid
investments with original maturities of three months or less at the time of
purchase to be cash equivalents.
 
 (D)
Equipment
 
 Machinery
and equipment was stated at cost, less accumulated
depreciation.  Costs greater than $500 are capitalized and depreciated
on a straight-line basis over the estimated useful lives.  The cost of
maintenance and repairs is expensed as incurred. During the year ended November
30, 2008, the Company recognized an impairment loss of
$3,000.   There were no impairment charges taken during year
ended November 30, 2007.
 
 (E) Loss Per
Share
 
 Basic and
diluted net loss per common share is computed based upon the weighted average
common shares outstanding as defined by Financial Accounting Standards No. 128,
“Earnings per Share.”  As of November 30, 2008 and 2007, respectively,
there were no common share equivalents outstanding.
  F-6
 PAW
SPA, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS OF NOVEMBER 31, 2008 AND
2007




(F)
Income Taxes
 The
Company accounts for income taxes under the Statement of Financial Accounting
Standards No. 109, “Accounting for Income Taxes” (“Statement
109”).  Under Statement 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases.  Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled.  Under Statement 109, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date.
 
 As of
November 30, 2008 and 2007, the Company has a net operating loss carryforward
of    approximately $110,652 and $47,865, respectively,
available to offset future taxable income through 2028. The valuation allowance
at November 31, 2008 was $41,006.  The valuation allowance at November
30, 2007 was $17,737. The net change in the valuation allowance for the year
ended November 31, 2008 was an increase of $23,269.
 
 (G) Business
Segments
 
 The
Company operates in one segment and therefore segment information is not
presented.
 
 (H) Advertising and
Promotional Expense
 
 Advertising and
other product-related costs are charged to expense as incurred. Advertising
expense for the period ended November 30, 2008 and 2007 was $0 and $0,
respectively.
 
 (I) Recent Accounting
Pronouncements
 
 In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “Noncontrolling Interests
in Consolidated Financial Statements – an amendment of ARB No.
51”.  This statement improves the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements by establishing accounting and reporting
standards that require; the ownership interests in subsidiaries held by parties
other than the parent and the amount of consolidated net income attributable to
the parent and to the noncontrolling interest be clearly identified and
presented on the face of the consolidated statement of income, changes in a
parent’s ownership interest while the parent retains its controlling financial
interest in its subsidiary be accounted for consistently, when a subsidiary is
deconsolidated, any retained noncontrolling equity investment in the former
subsidiary be initially measured at fair value, entities provide sufficient
disclosures that clearly identify and distinguish between the interests of the
parent and the interests of the noncontrolling owners.  SFAS No. 160
affects those entities that have an outstanding noncontrolling interest in one
or more subsidiaries or that deconsolidate a subsidiary.  SFAS No. 160
is effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Early adoption is prohibited. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.
 F-7
 PAW
SPA, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS OF NOVEMBER 31, 2008 AND
2007




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). This statement is intended to improve transparency in financial
reporting by requiring enhanced disclosures of an entity’s derivative
instruments and hedging activities and their effects on the entity’s financial
position, financial performance, and cash flows. SFAS 161 applies to all
derivative instruments within the scope of SFAS 133, “Accounting for Derivative
Instruments and Hedging Activities” (SFAS 133) as well as related hedged items,
bifurcated derivatives, and nonderivative instruments that are designated and
qualify as hedging instruments. Entities with instruments subject to SFAS 161
must provide more robust qualitative disclosures and expanded quantitative
disclosures. SFAS 161 is effective prospectively for financial statements issued
for fiscal years and interim periods beginning after November 15, 2008,
with early application permitted. We are currently evaluating the disclosure
implications of this statement.
  In April
2008, the FASB issued FASB Staff Position (“FSP”) SFAS No. 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 FASB Statement No. 142, “Goodwill and Other Intangible
Assets”(“SFAS 142”). The intent of this FSP is to improve the
consistency between the useful life of a recognized intangible asset under
SFAS 142 and the period of expected cash flows used to measure the fair
value of the asset under SFAS 141R, and other GAAP. This FSP 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 Company is currently evaluating the impact of SFAS FSP 142-3,
but does not expect the adoption of this pronouncement will have a material
impact on its financial position, results of operations or cash
flows.
  In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (SFAS 162”).  SFAS 162 identifies the sources
of accounting principles and the framework for selecting principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States.  This statement shall be effective 60 days following the
SEC’s approval of the Public Company Accounting Oversight Board’s amendments to
AU section 411, The Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles.  The Company is currently evaluating
the impact of SFAS 162, but does not expect the adoption of this pronouncement
will have a material impact on its financial position, results of
operations or cash flows.
   In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity
exists in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under FASB Statement No. 60, Accounting and Reporting by
Insurance Enterprises. This results in inconsistencies in the recognition and
measurement of claim liabilities. This Statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. The adoption of FASB 163 is not expected to
have a material impact on the Company’s financial position.
 F-8
 PAW
SPA, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS OF NOVEMBER 31, 2008 AND
2007




NOTE 2 GOING
CONCERN
 
 As
reflected in the accompanying financial statements, the Company is in the
development stage with no operations, has a net loss of $134,684 for the period
from October 21, 2005 (inception) to November 30, 2008, and has negative cash
flow from operations of $92,302 from inception. This raises substantial doubt
about its ability to continue as a going concern. The ability of the Company to
continue as a going concern is dependent on the Company’s ability to raise
additional capital and implement its business plan. The financial statements do
not include any adjustments that might be necessary if the Company is unable to
continue as a going concern.
 
 Management
believes that actions presently being taken to obtain additional funding and
implement its strategic plans provide the opportunity for the Company to
continue as a going concern.
 
 NOTE 3 NOTE
PAYABLE
 
 On May
13, 2008, the Company received $1,000 from a third party.  The loan is
non-interest bearing, unsecured and due within ten days after written demand for
repayment.  The note includes a 10 % penalty, if the note is not
repaid within ten days of written demand for repayment.
 
 During
July of 2008, the Company received $3,200 from a third party.  The
loan is non-interest bearing, unsecured and due within ten days after written
demand for repayment.  The note includes a 10 % penalty, if the note
is not repaid within ten days of written demand for repayment.
 
 On
October 3, 2008, the Company received $700 from a third party.  The
loan is non-interest bearing, unsecured and due within ten days after written
demand for repayment.  The note includes a 10 % penalty, if the note
is not repaid within ten days of written demand for repayment.
 
 On
November 13, 2008, the Company received $2,005 from a third
party.  The loan is non-interest bearing, unsecured and due within ten
days after written demand for repayment.  The note includes a 10 %
penalty, if the note is not repaid within ten days of written demand for
repayment.
  F-9
 PAW
SPA, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS OF NOVEMBER 31, 2008 AND
2007


NOTE 4 STOCKHOLDERS’
EQUITY
 
 (A) In-Kind
Contribution
 
 For the
year ended November 30, 2008 the president of the Company contributed services
having a fair value of $7,800. (See Note 5)
 
 For the
year ended November 30, 2008, an automobile lease from a related party was
terminated.  $2,100 owed at November 30 , 2008 was forgiven and
reclassified as an in-kind contribution.  See Note 6(B).
 
 For the
year ended November 30, 2008, the Company recorded $1,768 of imputed interest
related to shareholder loans payable (See Note 5).
 
 For the
year ended November 30, 2007 the president of the Company contributed services
having a fair value of $2,800. (See Note 5)
 
 During
the year ended November 30, 2007, the Company recorded $3,382 of imputed
interest related to shareholder loans payable (See Note 5).
 
 (B) Common Stock Issued for
Cash
 
 For the
year ended November 30, 2007 the Company issued 363,000 shares of common stock
for cash of $36,300 ($0.10 per share).
 
 During
2006, the Company issued 394,900 shares of common stock for cash of $39,490
($0.10 per share).
 
 On
October 21, 2005, the Company issued 5,000,000 shares of common stock to its
founders for cash of $50 ($0.00001 per share).
 
 NOTE 5 RELATED PARTY
TRANSACTIONS
 
 During
2005, a shareholder loaned $17,634 to the Company.  As of November 30,
2008, a $5,000 payment has been made towards the loan, of which $12,634 remains
outstanding.  This loan is bearing a 10% interest, not collateralized,
and due on demand. As of November 30, 2008 the Company recorded $5,150 of
imputed interest related to the shareholder loan payable.
 
 The
president of the Company contributed $10,600 of services to the Company from
inception (See Note 4).
 F-10
 PAW
SPA, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS OF NOVEMBER 31, 2008 AND
2007
   On
December 1, 2007, the Company executed a two-year non-cancelable operating lease
for a vehicle for use in its pet care services.  The lease expires on
December 1, 2009 and requires the Company to make monthly payments of
$350.  On October 31, 2008, due to nonpayment, the Company returned
the vehicle.  No additional payments are due.  The amount
payable as of October 31, 2008 was forgiven and re-classed as an in kind
contribution of services provided in the amount of $2,100.
 
 During
2007, the Company paid $5,000 to its president for services under his employment
agreement.
 
 NOTE 6 COMMITMENTS AND
CONTINGENCIES
 
 (A) Employment
Agreement
 
 The
Company entered into an employment agreement with its President on March 14,
2006.  The agreement calls for compensation at an hourly rate of $30
per hour and is valid until written notice of termination.
 
 (B) Operating
Lease
 
 On
December 1, 2007, the Company executed a two-year non-cancelable operating lease
for a vehicle for use in its pet care services.  The lease expires on
December 1, 2009 and requires the Company to make monthly payments of
$350.  On October 31, 2008, due to nonpayment, the Company returned
the vehicle.  No additional payments are due.  The amount
payable as of October 31, 2008 was forgiven and re-classed as an in kind
contribution of services provided in the amount of $2,100.
 
 NOTE 7 SUBSEQUENT
EVENTS
 
 On
December 8, 2008, the Company received $404 from a third party.  The
loan is non-interest bearing, unsecured and due within ten days after written
demand for repayment.  The note includes a 10 % penalty, if the note
is not repaid within ten days of written demand for repayment.
 
 On
January 16, 2009, the Company received $6,121 from a third party.  The
loan is non-interest bearing, unsecured and due within ten days after written
demand for repayment.  The note includes a 10 % penalty, if the note
is not repaid within ten days of written demand for repayment.
  On
February 16, 2009, we entered into a binding letter of intent (“LOI”) with
Harbrew Imports Ltd. (“Harbrew”).  Pursuant to the LOI, the Company
will issue approximately 20,000,000 shares of common stock for 100% of the
common stock of Harbrew and Harbrew’s business will become our main
operations.   The transaction will be treated as a reverse merger
and recapitalization of the Company.
  F-11
   ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
 On
February 8, 2008, we engaged Webb & Company, P.A., at 1501 Corporate Drive,
Suite 150, Boynton Beach, Florida 33426, an independent registered public
accounting firm, as our principal independent accountant with the approval of
our board of directors.
  On
January 31, 2008, we received a correspondence from Williams & Webster,
P.S., Certified Public Accountants stating that they were resigning as our
principle independent accountants effective February 1, 2008.
  Williams
& Webster, P.S.’s report dated October 1, 2007 on our financial statements
for the most recent fiscal years ended November 30, 2006 and 2005 did not
contain an adverse opinion or disclaimer of opinion, or qualification or
modification as to uncertainty, audit scope, or accounting
principles.
  In
connection with the audits of our financial statements for the most recent years
ended November 30, 2006 and 2005 and in the subsequent interim periods through
the date of resignation, there were no disagreements, resolved or not, with
Williams & Webster, P.S. on any matters of accounting principles or
practices, financial statement disclosure or auditing scope or procedures, which
disagreements, if not resolved to the satisfaction of Williams & Webster,
P.S., would have caused Williams & Webster, P.S. to make reference to the
subject matter of the disagreement in connection with their report on the
financial statements for such years.
 
 ITEM 9A(T).  CONTROLS AND PROCEDURES
 
 Evaluation
of Disclosure Controls and Procedures
 
 The
Company’s management, with the participation of our Chief Executive Officer and
Chief Financial Officer, carried out an evaluation of the effectiveness of our
“Company’s disclosure, controls and procedures” (as defined in Rules Rule
13a-15(3) and 15-d-15(3) of the e) under the Securities Exchange Act of 1934) as
of the end of the period covered by this Annual Report (the “Evaluation Date”).
As a result of such evaluation, Chief Executive Officer and the Chief Financial
Officer have concluded that, as of the Evaluation Date, our such disclosure,
controls and procedures are effective, providing them with material to provide
reasonable assurance that the information relating to our company as required to
be disclosed in the reports we file the Company files or submits under the
Securities Exchange Act on a timely basis.
 
 There
were no changes in our internal controls over of 1934 is (i) recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's   rules and forms, and (ii)
accumulated and communicated to management, including the Company’s principal
executive and principal financial reporting, known to our Chief Executive
Officer or Chief Financial Officer, persons performing such functions, as
appropriate, to allow timely decisions regarding disclosure. The Company
believes that a control system, no matter how well designed and operated, cannot
provide absolute assurance that the objectives of the control system are met,
and no evaluation of controls can provide absolute assurance that all control
issues and instances of fraud, if any, within a company have been
detected.
   -7-
  
 Management's
Annual Report on Internal Control Over Financial Reporting.
 
 The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting for the
Company.  Our internal control system was designed to, in general,
provide reasonable assurance to the Company’s management and board regarding the
preparation and fair presentation of published financial statements, but 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.
 
 Our
management assessed the effectiveness of the Company’s internal control over
financial reporting as of November 30, 2008.  The framework used by
management in making that assessment was the criteria set forth in the document
entitled “ Internal Control – Integrated Framework” issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on that assessment,
our management has determined that as of November 30, 2008, the Company’s
internal control over financial reporting was effective for the purposes for
which it is intended.
 
 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.
  Changes
in Internal Control over Financial Reporting
 
 No change
in our system of internal control over financial reporting occurred during the
period covered by this report, fourth quarter of the fiscal year ended November
30, 2008 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
 
 PART
III
 
 ITEM
10.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGEACT
 
 Directors and Executive
Officers
  Set forth
below is certain information relating to our sole director and executive
officer, including his name, age, and business experience.
  Name
      and Address
                      Age
                      Position(s)Edd
      Cockerill
                        1921
      Denver West Ct. #2022
                        Golden,
      Colorado 80401
                      53
                      President,
      Chief Executive Officer, Treasurer,
                        Chief
      Financial Officer,Principal
      Accounting Officer
                        and
      Chairman of the Board of
Directors
  Edd Cockerill is our
President, Chief Executive Officer, Treasurer, Chief Financial Officer,
Principal Accounting Officer and Chairman of the Board of Directors since our
inception.  Presently, Mr. Cockerill is a project manager for Riviera
Electric, Inc. in Denver, Colorado.  Previously, from July 1, 2004 to
February 16, 2006, Mr. Cockerill was the construction contract manager with
Riviera Electric, Inc., Denver, Colorado.  Riviera Electric has filed
for protection under Chapter XI of the Bankruptcy Act.  However, Mr.
Cockerill was not part of the operations management team.  He was
responsible for monitoring and supervising Construction
projects.  From September 5, 2000 to July 24, 2004, Mr. Cockerill was
the construction/engineering manager at WESCO Distributions, Denver,
Colorado.  Mr. Cockerill was responsible for monitoring and
supervising construction projects.
 
 Our sole
director of the Company serves for a term of one year or until the successor is
elected at the Company's annual shareholders' meeting and is qualified, subject
to removal by the Company's shareholders. Each officer serves, at the pleasure
of the board of directors, for a term of one year and until the successor is
elected at the annual meeting of the board of directors and is
qualified.
   -8-
 
 Auditors;
Code of Ethics; Financial Expert
 
 We do not
have an audit committee financial expert.  We do not have an audit
committee financial expert because we believe the cost related to retaining a
financial expert at this time is prohibitive.  Furthermore, because we
are only beginning our commercial operations, at the present time, we believe
the services of a financial expert are not warranted.
  Potential
Conflicts of Interest
 
 We are
not aware of any current or potential conflicts of interest with any of our
executives or directors.
  Stock
Option Plan
 
 We do not
have a stock option plan.
 
 ITEM 11.   EXECUTIVE COMPENSATION
 
 The
following table sets forth information with respect to compensation paid by us
to our sole officer and director during the three most recent fiscal years. This
information includes the dollar value of base salaries, bonus awards and number
of stock options granted, and certain other compensation, if any.
  Non-
                    
                    
                    NonqualifiedName
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    Equity
                    
                    
                    Deferred
                    
                    
                    Alland
                    
                    
                    
                    
                    
                    
                    
                    
                    Stock
                    
                    
                    Option
                    
                    
                    Incentive
                    
                    
                    Compensation
                    
                    
                    OtherPrincipal
                    
                    
                    Salary
                    
                    
                    Bonus
                    
                    
                    Awards
                    
                    
                    Awards
                    
                    
                    Plan
                    
                    
                    Earnings
                    
                    
                    Compensation
                    
                    
                    TotalPosition
                    Year
                    
                    (US$)
                    
                    
                    (US$)
                    
                    
                    (US$)
                    
                    
                    (US$)
                    
                    
                    (US$)
                    
                    
                    (US$)
                    
                    
                    (US$)
                    
                    
                    (US$)(a)
                    (b)
                    
                    (c)
                    
                    
                    (d)
                    
                    
                    (e)
                    
                    
                    (f)
                    
                    
                    (g)
                    
                    
                    (h)
                    
                    
                    (i)
                    
                    
                    (j)Edd
      Cockerill
                    2008
                    
                    $
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    $
                    0President,
      Treasurer
                    2007
                    
                    
                    5,000
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    5,0002006
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
 We have
paid Mr. Edd Cockerill a total of $5,000, $1,000 per month, for the months of
June through October of 2007.
 
 Our sole
director does not receive any compensation for serving as members of the board
of directors.
 There are
no other stock option plans, retirement, pension, or profit sharing plans for
the benefit of our officers and directors other than as described
herein.
  ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
 
 The
following table sets forth, as of the date of this report, the total number of
shares owned beneficially by our sole director and officer and the present
owners of 5% or more of our total outstanding shares. The table also reflects
what their ownership will be assuming completion of the sale of all shares in
this offering. The stockholders listed below have direct ownership of his/her
shares and possess voting and dispositive power with respect to the
shares.
  Direct
      Amount of
                        
                        PercentName
      of Beneficial Owner
                        Beneficial
      Owner
                        Position
                        of
      ClassEdd
      Cockerill
                        5,000,000
                        President,
      Chief Executive Officer,
                        86.84
      %1921
      Denver West Ct. #2022
                        
                        and
      DirectorGolden,
      CO 80401All
      Officers and Directors as a
                        
                        
                        86.84
      %Group (1
      Person)
                        5,000,000
   -9-
 
 Securities
authorized for issuance under equity compensation plans.
 
 We have
no equity compensation plans
 
 ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE
  In
October 2005, we issued 5,000,000 shares of common stock to Mr. Edd Cockerill,
our officer and director in consideration of $50.00.
  During
2005, a shareholder loaned $17,634 to the Company.  As of November 30,
2008, a $5,000 payment has been made towards the loan, of which $12,634 remains
outstanding.  This loan is bearing a 10% interest, not collateralized,
and due on demand. As of November 30, 2008 the Company recorded $5,150 of
imputed interest related to the shareholder loan payable.
 
 Edd
Cockerill has contributed $10,600 of services to the Company from
inception.
  On
December 1, 2007, the Company executed a two-year non-cancelable operating lease
for a vehicle for use in its pet care services.  The lease expires on
December 1, 2009 and requires the Company to make monthly payments of
$350.  On October 31, 2008, due to nonpayment, the Company returned
the vehicle.  No additional payments are due.  The amount
payable as of October 31, 2008 was forgiven and re-classed as an in kind
contribution of services provided in the amount of $2,100.
 
 During
2007, the Company paid $5,000 to its president for services under his employment
agreement.
 ITEM 14.   PRINCIPAL ACCOUNTING FEES AND
SERVICES
 
 (1)
Audit Fees
 
 The
aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountant for our audit of annual financial
statements and review of financial statements included in our Form 10-K or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years
was:
  2008
                      
                      $
                      11,298
                      
                      Webb
      & Company, P.A2008
                      
                      $
                      0
                      
                      Williams
      & Webster, CPA, P.S.2007
                      
                      $
                      9,585
                      
                      Williams
      & Webster, CPA, P.S.2007
                      
                      $
                      7,757
                      
                      Webb
      & Company,
P.A.
  Audit Related
Fees
 
 There
were no fees for audit related services for the years ended November 30, 2008
and 2007.
  Tax Fees
  For the
Company’s fiscal years ended November 30, 2008 and 2007, we were not billed for
professional services rendered for tax compliance, tax advice, and tax
planning.
  All Other
Fees
  The
Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal years ended November 30, 2008 and
2007.
  Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
 
 Effective
May 6, 2003, the Securities and Exchange Commission adopted rules that require
that before our auditor is engaged by us to render any auditing or permitted
non-audit related service, the engagement be:
 
 -
                approved
      by our audit committee; or
 
 -
                entered
      into pursuant to pre-approval policies and procedures established by the
      audit committee, provided the policies and procedures are detailed as to
      the particular  service,  the  audit
      committee is informed of each service, and such policies and procedures do
      not include delegation of the audit committee's responsibilities to
      management.
 
 We do not
have an audit committee.  Our entire board of directors pre-approves
all services provided by our independent auditors. The pre-approval process has
just been implemented in response to the new rules. Therefore, our board of
directors does  not have  records of  what
percentage of the above fees were pre-approved.  However, all of the
above services and fees were reviewed and approved by the entire board of
directors either before or after the respective services were
rendered.
   -10-
   PART
IV
 
 ITEM 15.   EXHIBITS, FINANCIAL STATEMENT
SCHEDULES.
  a)
Documents filed as part of this Annual Report
  1.
Financial Statements
  2.
Financial Statement Schedules
  3.
Exhibits
  Exhibits
      No.
                    Descriptions31.1
                    Certification
      of Chief Executive Officer and Chief Financial Officer Pursuant to Section
      302 of the Sarbanes-Oxley Act of
2002
  32.1
                Certification
      of Chief Executive Officer and Chief Financial Officer Pursuant to
      Section 906 of the Sarbanes-Oxley Act of
  2002
 
 
 
  -11-
    SIGNATURES
 
 In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
 
  PAW
      SPA, INC.Date:
      February 27, 2009
                  By:
                  /s/Edd CockerillEdd
      CockerillPresident,
      Chief Executive Officer, Treasurer,
                    Chief
      Financial Officer, Principal
      Accounting Officer,and
      sole member of the Board of Directors
   Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
  Name
                      
                      Title
                      Date/s/
      Edd Cockerill
                      
                      President,
      Chief Executive Officer, Treasurer, Chief Financial Officer,
                      February 27,
      2009Edd
      Cockerill
                      
                      Principal
      Accounting Officer, and sole member of the Board of
      Directors