UNITED
STATES





SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K/A


(Mark
One)





X
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year ended December 31,
      2009





OR





o
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period from _____________ to
  _____________





Commission
file number 333-139354





VALUERICH,
INC.


(Exact
name of registrant as specified in its charter)





Delaware
            
            41-2102385(STATE
      OR OTHER JURISDICTION OF
              INCORPORATION
      OR ORGANIZATION)
            
            (I.R.S.
      EMPLOYER IDENTIFICATION NO.)





1804
N. Dixie Highway, West Palm Beach, FL  33407


1-561-370-3617


(Address
and telephone number, including area code, of registrant’s principal executive
offices)





Securities
registered pursuant to Section 12(b) of the Act:


Common Stock, $0.01 par
value per share


(Title of
Class)





Securities
registered pursuant to Section 12(g) of the Act:


None.


(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 is not contained herein, and will not be contained, to the
best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.





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. (Check one):




Large accelerated
      filer o
            Accelerated filer
      oNon-accelerated
      filer o
            Smaller reporting
      company X(Do not check if a
      smaller reporting company)







1





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





The
aggregate market value of the registrant’s Common Stock held by non-affiliates
of the registrant (based upon the closing price of the registrant’s Common Stock
as of June 30, 2009) was approximately $1.3 Million (based on 5,003,142
shares of common stock outstanding on such date). Shares of the registrant’s
Common Stock held by each executive officer and director and by each entity or
person that, to the registrant’s knowledge, owned 5% or more of the registrant’s
outstanding Common Stock as of June 30, 2009 have been excluded in that such
persons may be deemed to be affiliates of the registrant. This determination of
affiliate status is not necessarily a conclusive determination for other
purposes.





The
number of outstanding shares of the registrant’s Common Stock, $0.01 par
value, was 8,657,124 shares as of March 31,
2010 .





DOCUMENTS INCORPORATED BY
REFERENCE





The
information required by Part III of this Report, to the extent not set forth
herein, is incorporated herein by reference from the registrant’s definitive
proxy statement relating to the Annual Meeting of Shareholders to be held in
2009, which definitive proxy statement shall be filed with the Securities and
Exchange Commission within 120 days after the end of the fiscal year to which
this Report relates.


2





VALUERICH,
INC.


TABLE
OF CONTENTS





PART IItem 1.
              Business
              4Item 2.
              Properties
              7Item 3.
              Legal
      Proceedings
              8Item
      4.
              Submission of
      Matters to a Vote of Security Holders
              8PART IIItem 5.
              Market for the
      Registrant's Common Equity, Related Stockholder MAtters and Issuer
      Purchases of Equity Securities
              8Item 6.
              Selected Financial
      Data
              11Item 7.
              Management's
      Discussion and Analysis of Financial Condition and Results of
      Operation
              11Item 7A.
              Quantitative and
      Qualitative Disclosures About Market Risk
              19Item 8.
              Financail Statements
      and Supplementary Data
              19Item 9.
              Changes is and
      Disagreements with Accountants on Accounting and Financial
      Disclosure
              19Item 9A.
              Controls and
      Procedures
              19Item 9B.
              Other
      Information
              21PART IIIItem 10.
              Directors, Executive
      Officers and Corporate Governance
              21Item 11.
              Executive
      Compensation
              23Item 12.
              Security Ownership
      of Certain Bebeficial Owners and Management and Related Stockholder
      Matters
              24Item 13.
              Certain
      Relationships and Related Transactions, and Director
Independence
              24Item 14.
              Principal Accounting
      Fees and Services
              25PART IVItem 15.
              Exhibits and
      Financial Statement Schedules
              26


3


CAUTIONARY
STATEMENT RELATING TO THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995





This Annual Report on Form 10-K and the
information incorporated by reference includes ‘‘forward-looking statements’’
within the meaning of section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. We intend those forward
looking-statements to be covered by the safe harbor provisions for
forward-looking statements. All statements regarding our expected financial
position and operating results, our business strategy, our financing plans and
the outcome of any contingencies are forward-looking statements. Any such
forward-looking statements are based on current expectations, estimates, and
projections about our industry and our business. Words such as ‘‘anticipates,’’
‘‘expects,’’ ‘‘intends,’’ ‘‘plans,’’ ‘‘believes,’’ ‘‘seeks,’’ ‘‘estimates,’’ or
variations of those words and similar expressions are intended to identify such
forward-looking statements. Forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially from those
stated in or implied by any forward-looking statements.In
this document, the words "we," "our," "ours," "us,"  “ValueRich”, and
“Company” refer to ValueRich Inc., and our subsidiaries.








4


PART
I





Item
1. Business





Business
Summary





ValueRich,
Inc., (the Company), was incorporated under the laws of the state of Florida on
July 11, 2003 and reincorporated in Delaware on March 3, 2006.  We
began as a financial media company owning various online and offline media-based
properties for corporate and financial professionals. Its properties included 1)
iValueRich.com, 2) ValueRich magazine and 3) the ValueRich Small-cap Financial
Expo. Until December 2008, ValueRich magazine was published approximately three
times per year and was a glossy full-color magazine of approximately 120 pages
that was geared toward an affluent readership of investment related
professionals and corporate leaders. In the first quarter of 2009, the Company
transitioned its media business to a web-based business model.





By the
first quarter of 2009, we had launched the second generation of the iValueRich
media platform, which added a full spectrum of financial and web-based tools for
small-cap companies seeking to go public or raise capital via a web-based Direct
Public Offering (“DPO”) format. In addition to the web-based network banking
platform, we created a business talk show called The Money Bunker, which was
produced at a dedicated studio next door to our headquarters.  The
purpose of the show was to create a successful Wall Street based talk show that
could be streamed over the internet for worldwide distribution.  In
January 2009, we purchased and closed on the building to be used as the
studio.





Taking
into effect the recession and specifically the pressure put on micro and small
cap stocks that were the life blood to our business model, we chose to reduce
some of our overhead associated with our media business and focus on leveraging
our assets to either buy or acquire a more successful company in our
industry.  We continue to own our media properties and the assets
associated with the production and distribution of media content, we are hopeful
that sometime in the future we can benefit from our financial media components
and infrastructure.





In early
2009, the Company began to search for a company that was hard hit by the
recession but remained an opportunity for a publicly traded company with
cash.  In October of 2009, we were presented with an opportunity to
acquire the Tesoro Preserve Development that came available from the previous
owner and lender after they were severely impacted by the downturn in real
estate in south Florida. The purchase of the development included acquiring
assets from the previous developer; among the assets purchased were 82
single-family residential lots and approximately 7 acres of commercially zoned
land.  Included in the acquisition, VR Preserve Development, LLC,
ValuRich’s wholly owned subsidiary became the master declarant or developer of
the Tesoro Preserve Development and assumed control over the Property Owners
Association (“POA”).  These are
special fees assessed by theProperty
Owner’s Association against its members for the purpose of developing, managing
and selling a development of homes.





On
January 20, 2010, the Company’s wholly owned subsidiary, VR Preserve
Development, LLC (the “VR Preserve”), acquired certain assets related to the
Tesoro Preserve Development located in Port St. Lucie, Florida, (“the
Development”) from an unaffiliated third party.  The Tesoro Preserve Development is a
private 350-acre community with 440 individual home sites in St. Lucie County,
Florida.Included in the asset purchase was six (6) waterfront
single-family residential lots, seventy-six (76) single family residential lots,
approximately seven (7) acre commercially zoned parcel, and certain related
Appurtenances, Improvements, Personal Property, Intangible Property, Assigned
Agreements, Leases, Interests as Declarant under the Master Declaration, and
Association Rights as defined in the Contract for Sale and Purchase, dated
December 31, 2009 between Ginn-La Wilderness Ltd., LLL (the “Sellor”) and
Seaboard Home Building, Corp. (the “Assignor”), which was assigned to the
Company pursuant to an Assignment of Contract that the Company had entered into
with the Assignor.  As consideration for the acquisition, the Company
advanced $250,000 to VR Preserve who acquired a significant amount of the land,
development rights, and builder’s royalty program.









5


For the
purpose of managing, developing and selling the recently acquired Tesoro
Preserve assets, the Company authorized the creation of the following four new
LLC’s: 1)VR Preserve Development, LLC., (2)VR Premier Holdings, LLC., (3)VR
Circle Holdings, LLC., and (4)Tesoro Preserve Opportunity Fund,
LLC.  The first (3) three LLC’s are specifically for the purpose of
managing, developing and selling the assets.  The fourth LLC, Tesoro
Preserve Opportunity Fund, LLC is a newly formed company with its main business
strategy being the acquisition, development, management and sale of real estate
assets, located within the Tesoro Preserve Development, in Port St. Lucie,
Florida.  Tesoro Preserve Opportunity Fund LLC’s goal is to acquire up
to 200 single family lots within the Tesoro Preserve Development, that are
either bank owned, in the process of foreclosure, non-performing assets for the
mortgage holders or properties facing liens from unpaid POA fees and unpaid back
property taxes. The intent is to capitalize on discounted pricing, current
market conditions and the banks’ desire to remove these particular assets from
their balance sheets leveraging VR Preserve as developer of the
project.  Based on numerous conversations with the banks holding
non-performing or defaulted mortgages on these particular properties, the
Company believes that these same lots can now be purchased from the banks for up
to 90% off the original asking price.  All utilities, sewer, cables,
roadwork and signage have been completed by the previous developers who have
invested over $50 million in the acquisition, development and infrastructure of
the Tesoro Preserve Development.  Each of these single-family lots has
a minimum of $50,000 in completed infrastructure work, including acquisition
costs, roadwork, sewer, water, utilities, etc.  Even in today's
undervalued real estate market, the Company’s research has indicated that the
purchase of the land and infrastructure could not be replaced for under $50,000
per lot.  The Company believes these prices will provide the Company
with a great deal of opportunity to buy low and sell high with an inventory of
quality single-family home lots to meet favorable housing trends.




On
January 20, 2010, the Company (the “Assignee) entered into an Assignment of
Contract with Seaboard Homebuilding (the “Assignor”).   As
partial consideration of obtaining assignment rights to the property, the
Company paid $139,000 and issued 600,000 shares of common stock to the
Assignor.  As a result, the Assignor transferred all rights, title and
interest held, to the Company.  As such, the Company assumes and
agrees to perform all the remaining and executor obligations of the Assignor
under the contract and agrees to indemnify and hold the Assignor harmless from
any claim or demand resulting from non-performance by the Company.  As
additional consideration for the purchase, the Company loaned an additional
amount of $1.4 million to one of its wholly owned subsidiary, VR Preserve
Development, ("VR Preserv"), to pay the estimated
costs to complete the work under the Development Agreement, entered into on
January 15, 2010 between the Sellor of the property and VR
Preserve.  The Company will also advance the remaining capital outlay
of $100,000 in 2010.





Strategy




VR Preserve is the master developer of
Tesoro Preserve Development who controls the POA of Tesoro Preserve Development
and is in the position to work out the deals with the banks and negotiate
favorable deals on the targeted properties that VR Preserve seeks to
acquire.With the purchase of the Tesoro Preserve Development
assets, the Company has gained control over a $1.4 million receivable owed to
the Tesoro Preserve Development POA resulting from unpaid POA fees from many of
the 440 property owners within the development.  For the purpose of
understanding the business model, it is important to recognize that in the State
of Florida, these unpaid POA/HOA fees are only behind property taxes and first
mortgages when defining the priority of liens.  The Company intends to
capitalize on these unpaid assessment fees.  In addition to the
receivable owed to the Company, the banks that hold the mortgages on these
particular properties are ultimately responsible for the unpaid POA fees and
back taxes. It is within the Company’s legal right to place liens on the
properties with unpaid POA fees for the purpose of collection.




Preliminary
discussions with the banks that hold many of the mortgages with unpaid fees have
led the Company to believe that the banks are highly motivated to sell these
properties at deeply discounted prices.  From these discussions, the
Company has also learned that the banks are more inclined to sell these lots in
a bulk, and not individually, and at prices below replacement costs and in some
cases 90% off the original asking prices.  However, the banks cannot
be held accountable to preliminary verbal discussions. After funding, the
Company will continue discussions with the banks and the Company is hopeful that
earlier pricing discussions will yield beneficial results.








6


Now that
many of the mortgages associated with these lots have become non-performing, the
banks view these lots as liabilities and are aggressively seeking ways to remove
the ongoing expenses associated with maintaining the properties annually. The
approximately 200 lots VR Preserve is seeking to acquire are mostly impaired
with foreclosure actions, unpaid taxes, unpaid POA fees or the lot is simply
bank owned and the banks don’t know what to do with the
asset.  Although the VR Preserve will incur expenses related to the
ongoing maintenance of the Properties, VR Preserve intends to only purchase
properties that are debt free. VR Preserve intends to utilize a variety of
management policies to achieve investment objectives, which include preservation
and protection of the Company’s capital and maximizing cash flow.




The
Company’s objective, together with its whole owned subsidiaries, is to
ultimately control the majority of the 440 single family lots in the Tesoro
Preserve Development.  The Company believes this will put the Company
in a dominant position when the real estate market begins to grow
again.




Market
Opportunity





Florida's
existing home and condo sales were higher in 2009 over the prior year, rising
31% to 163,148 homes, according to Florida Realtors® (press release dated
1/25/10). Florida's median sales price for existing homes in 2009 was $142,600,
decreasing 24% compared to one year ago. The national median existing
single-family home price was $171,900 in November 2009, representing a decline
of 4% over the past 12 months, according to the National Association of
Realtors® (NAR). NAR's industry outlook predicts a housing recovery in the
second half of 2010. With prices still at discounted levels compared to last
year, the first half of 2010 represents a favorable buyers market, with several
growth drivers that can benefit our acquisition and development strategy in the
State of Florida.





National
Trends





High inventory
levels. The
Company believes conditions are ideal for buyers to find their dream home. A
broad range of prices appeal to a wider demographic, and with a high volume of
homes and condos to choose from, buyers have an opportunity to get in early
before the next recovery.





Lower mortgage
rates. Mortgage
rates are still at their lowest levels since the 1960s. Lower rates multiply a
buyer's financial power. First-Time Homebuyer Tax Credit Interest rates for a
30-year fixed-rate mortgage averaged 5.04% in 2009, a significant drop from the
average rate of 6.03% in 2008, according to Freddie Mac.





Government
Incentives.President Obama signed new legislation on November 6, 2009, to expand and
extend first time homebuyer tax credits to April 2010.  NAR Chief
Economist Lawrence Yun said he expects an additional 900,000 first-time buyers
will qualify for the extended tax credit, in addition to about 2 million who
have already purchased; 1.5 million repeat buyers also are expected to benefit
from the credit.  Detailed information on federal tax credits is
available at www.irs.gov.





Baby Boomer
Population.It is
anticipated that the aging Baby Boomer population, those born between the 1940s
and mid-1960s, will have a profound effect on the demand for senior living,
retirement homes and community residences, in addition to single family home
sales, over the next decade. This consumer group fueled a major upswing in the
housing market in the 1970s and 1980s. Many experts believe as these 78 million
Americans approach retirement, they could once again create a revival of the
U.S. housing market. While more than 60% of 55-plus homeowners say they want to
keep their current homes, the rest say they are interested in alternatives, such
as downsizing, retirement homes, and senior independent living residences and
other active, social communities. Builders anticipate that Baby Boomers will
account for almost 270,000 house purchases by next year.







7


Statewide
Trends





Economists
forecast that Florida will be the third most populated state in the country by
year-end 2010. Florida has been one of the 10 fastest growing states in the
nation for each of the past seven decades, and often the state has been in the
top four, according to U.S. Census data. Despite slower overall population
growth, projections for the Florida population call for more normal growth
levels of about 317,000 a year between 2010 and 2020, similar to the 1980s and
1990s. This trend represents new real estate development opportunities as
housing demand is likely to exceed supply.





Florida's
mild climate and outdoor amenities continue to make it a coveted retirement
destination and ideal for active Baby Boomers. The Milken Institute/Greenstreet
Real Estate Partners ranked five Florida communities on its "Best Performing
Cities Index 2008," which ranks U.S. metropolitan areas by how well they are
creating and sustaining jobs and economic growth. Florida's business climate
ranked fourth among executives and sixth overall on Site Selection magazine's
2008 Top State Business Climate rankings. The Company believes that these
economic factors should in turn increase demand for real estate.





The
Company trades on the NYSE Amex under the trading symbol “IVA.”





Item
2. Properties





The
Company currently leases an office in West Palm Beach, Florida of approximately
1,750 square feet on a month to month basis from Joseph Visconti, our Chairman,
President and CEO at a rate of $32,400 per year.





In
January 2009, the Company purchased and closed on a building to be used as a
studio pursuant to its ValueRich TV business. The building is part of a
development named Flagler Pointe located at 1804 North Dixie Highway, West Palm
Beach, Florida.  The building is in the same commercial complex as
ValueRich’s current corporate headquarters. The building served as ValueRich’s
dedicated production and television studio for the ValueRich TV
division.  The building is one large open space, with 20-foot ceilings
and a small mezzanine that could serve as a production booth for filming and
editing for ValueRich’s business talk show.  The building is less than
10 years old and has been maintained in good condition.





In
January of 2010, the Company’s wholly owned subsidiary VR Preserve purchased the
Tesoro Preserve development, the development included acquiring assets from the
previous developer; among the assets purchased were 82 single-family residential
lots and approximately 7 acres of commercially zoned land.  Included
in the acquisition, VR Preseve became the master declarant or developer of
Tesoro Preserve Development and assumed control over the POA.





The
Tesoro Preserve Development is a private 350-acre community with 440 individual
home sites in St. Lucie County, Florida.  The Tesoro Preserve
Development is built in and around the natural setting of the St. Lucie River
and surrounding natural preserve. The community was designed with walking nature
trails, direct river access and deep-water lots with riparian rights for
homeowners to build private docks behind their homes. All utilities, sewer,
cables, roadwork and signage have been completed; the previous developers have
invested over $50 million in the acquisition, development and infrastructure of
the Tesoro Preserve Development.









8


Item
3. Legal Proceedings





The
Company, from time to time, parties to various legal proceedings arising out of
our business.  The only current lawsuit that the Company is aware of
at this time is an action brought against ValueRich, Inc. by InterContinental
Hotel Group in Miami, Florida. The basis of the Petioners claim is ValueRich
failed to fulfill an agreement to host an Expo at the Miami Hotel back in 2008.
We believe that this claim has limited merit and we are hopeful that this claim
will be dismissed by the court or settled to our benefit. We have accrued the
petioners claim amount on our financials. There are no other claims against us
at this time that we are aware.





Item
4. Submission of Matters to a Vote of Security Holders





None





PART
II





Item
5. Market for the Registrant’s Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities





Our
common shares were quoted for trading on the Amex on August 8, 2007 under the
symbol “IVA”. On October 1, 2008, our common shares were transferred to the NYSE
Alternext under the symbol “IVA.” On March 18, 2009, NYSE Alternext US was
re-branded as NYSE Amex Equities.





The high
and low bid prices of our common stock for the periods indicated below, as
reported on Yahoo Finance, are as follows:





Yahoo
      FinanceQuarter
      Ended
            
            
            High
            
            
            LowDecember
      31, 2009
            
            
            $
            0.25
            
            
            $
            0.16September
      30, 2009
            
            
            $
            0.31
            
            
            $
            0.18June
      30, 2009
            
            
            $
            0.65
            
            
            $
            0.26March
      31, 2009
            
            
            $
            0.70
            
            
            $
            0.15December
      31, 2008
            
            
            $
            0.30
            
            
            $
            0.06September
      30, 2008
            
            
            $
            0.35
            
            
            $
            0.08June
      30, 2008
            
            
            $
            0.48
            
            
            $
            0.16March
      31, 2008
            
            
            $
            0.80
            
            
            $
            0.11





Our
common shares are issued in registered form. Interwest Transfer Company, 1981
Murray Holladay Road, Suite 100, Salt Lake City, UT 84117 (Telephone:
801-272-9294; Facsimile: 801-277-3147) is the registrar and transfer agent for
our common shares. On March 23, 2010, the shareholders' list of our common
shares showed 282 registered shareholders and 8,657,124 shares
outstanding.





Recent
Sales of Unregistered Securities





We have
not sold any of our securities which were not registered under the Securities
Act during the year ended December 31, 2009 which were not previously disclosed
in our Quarterly Reports on Form 10-Q or Current Reports on Form
8-K.





Dividend
Policy





We have
never paid or declared any cash dividends on our common stock. We currently
anticipate that we will retain all of our future earnings for use in developing
our business and do not expect to pay any dividend in the foreseeable
future.









9


Equity
Compensation Plan Information





In April
2006, we adopted the ValueRich, Inc. Incentive Stock Option Plan (the “Plan”) to
promote our long-term growth and profitability by (i) providing our key
directors, officers and employees with incentives to improve stockholder value
and contribute to our growth and financial success and (ii) enable us to
attract, retain and reward the best available persons for positions of
substantial responsibility.





The
following discussion represents only a summary of certain of the plan terms and
is qualified in its entirety by reference to the complete plan, a copy of which
has been filed as an exhibit to the registration statement of which this
prospectus forms a part.





Shares Available: Maximum
Awards; Participants. A total of 5,000,000 shares of the Company’s Common Stock
have been reserved for issuance upon exercise of options granted pursuant to the
Plan. The Plan allows the Company to grant options to employees, officers and
directors of the Company and its subsidiaries; provided that only employees of
the Company and its subsidiaries may receive incentive stock options under the
Plan. The Company has reserved a total of 3,000,000 options as of December 31,
2009. As of December 31, 2009, no options have been issued under the
Plan.





Stock Option Features: Under
the Plan, options to purchase the Company’s Common Stock may take the form of
incentive stock options (“ISOs”) under Section 422 of the Internal Revenue Code
of 1986, as amended (the “Code”) or nonqualified stock options (“NQSOs”). As
required by Section 422 of the Code, the aggregate fair market value (as defined
in the Plan) of shares of Common Stock (determined as of the date of grant of
the ISO) with respect to which ISOs granted to an employee are exercisable for
the first time in any calendar year may not exceed $100,000. The foregoing
limitation does not apply to NQSOs.





Initially,
each option will be exercisable over a period, determined by the Board of
Directors of the Company, in its discretion, of up to ten years from the date of
grant. Options may be exercisable during the option period at such time, in such
amounts, and in accordance with such terms and conditions and subject to such
restrictions as are determined by the Board and set forth in option agreements
evidencing the grant of such options; provided that no option may be exercisable
less than six months from its date of grant.





The
exercise price of options granted pursuant to the Plan is determined by the
Board, in its discretion; provided that the exercise price of an ISO may not be
less than 100% of the fair market value (as defined in the Plan) of the shares
of the Company Common Stock on the date of grant. The exercise price of options
granted pursuant to the Plan is subject to adjustment as provided in the Plan to
reflect stock dividends, splits, other recapitalizations or reclassifications or
changes in the market value of the Company Common Stock. In addition, the Plan
provides that, in the event of a proposed change in control of the Company (as
defined in the Plan), the Board of Directors is to take such actions as it deems
appropriate to effectuate the purposes of the Plan and to protect the grantees
of options, which action may include (i) acceleration or change of the exercise
dates of any option; (ii) arrangements with grantees for the payment of
appropriate consideration to them for the cancellation and surrender of any
option; and (iii) in any case where equity securities other than Common Stock
are proposed to be delivered in exchange for or with respect to Common Stock,
arrangements providing that any option shall become one or more options with
respect to such other equity securities. Further, in the event the Company
dissolves and liquidates (other than pursuant to a plan of merger or
reorganization), then notwithstanding any restrictions on exercise set forth in
the Plan or any grant agreement pursuant thereto (i) each grantee shall have the
right to exercise his option at any time up to ten days prior to the effective
date of such liquidation and dissolution; and (ii) the Board of Directors may
make arrangements with the grantees for the payment of appropriate consideration
to them for the cancellation and surrender of any option that is so canceled or
surrendered at any time up to ten days prior to the effective date of such
liquidation and dissolution. The Board of Directors also may establish a
different period (and different conditions) for such exercise, cancellation, or
surrender to avoid subjecting the grantee to liability under Section 16(b) of
the Exchange Act.









10


The
shares purchased upon the exercise of an option are to be paid for by the
optionee in cash or cash equivalents acceptable to the Board. In addition, the
Plan provides for broker-assisted cashless exercises in the discretion of the
Board of Directors.





Except as
permitted pursuant to Rule 16b-3 under the Exchange Act, and in any event in the
case of an ISO, an option is not transferable except by will or the laws of
descent and distribution. In no case may the options be exercised later than the
expiration date specified in the option agreement.





Plan
Administration. The Plan is administered by the Board of Directors, or a
committee of the board if so approved by the board, in accordance with the
provisions of Rule 16b-3.





The Board
of Directors will decide when and to whom to make grants, the number of shares
to be covered by the grants, the vesting schedule, the type of awards and the
terms and provisions relating to the exercise of the awards. The Board may
interpret the Plan and may at any time adopt such rules and regulations for the
Plan as it deems advisable. The Board of Directors may at any time amend or
terminate the Plan and change its terms and conditions, except that, without
stockholder approval, no such amendment may (i) materially increase the maximum
number of shares as to which awards may be granted under the Plan; (ii)
materially increase the benefits accruing to Plan participants; or (iii)
materially change the requirements as to eligibility for participation in the
Plan.





Accounting Effect: Under
current accounting rules, neither the grant of options at an exercise price not
less than the current fair market value of the underlying Common Stock, nor the
exercise of options under the Plan, is expected to result in any charge to the
earnings of the Company.





Certain Federal Income Tax
Consequences: The following is a brief summary of certain Federal income
tax aspects of awards under the Plan based upon the Federal income tax laws in
effect on the date hereof. This summary is not intended to be exhaustive and
does not describe state or local tax consequences.





Incentive Stock Options: An
optionee will not realize taxable income upon the grant of an ISO. In addition,
an optionee will not realize taxable income upon the exercise of an ISO,
provided that such exercise occurs no later than three months after the
optionee’s termination of employment with the Company (one year in the event of
a termination on account of disability). However, an optionee’s alternative
minimum taxable income will be increased by the amount that the fair market
value of the shares acquired upon exercise of an ISO, generally determined as of
the date of exercise, exceeds the exercise price of the option. If an optionee
sells the shares of Common Stock acquired upon exercise of an ISO, the tax
consequences of the disposition depend upon whether the disposition is
qualifying or disqualifying. The disposition of the shares is qualifying if made
more than two years after the date the ISO was granted and more than one year
after the date the ISO was exercised. If the disposition of the shares is
qualifying, any excess of the sale price of the shares over the exercise price
of the ISO would be treated as long-term capital gain taxable to the option
holder at the time of the sale. If the disposition is not qualifying, i.e., a
disqualifying disposition, the excess of the fair market value of the shares on
the date the ISO was exercised over the exercise price would be compensation
income taxable to the optionee at the time of the disposition, and any excess of
the sale price of the shares over the fair market value of the shares on the
date the ISO was exercised would be capital gain.





Unless an
optionee engages in a disqualifying disposition, the Company will not be
entitled to a deduction with respect to an ISO. However, if an optionee engages
in a disqualifying disposition, the Company generally will be entitled to a
deduction equal to the amount of compensation income taxable to the
optionee.





Nonqualified Stock Options:
An optionee will not realize taxable income upon the grant of an NQSO. However,
when the optionee exercises the NQSO, the difference between the exercise price
of the NQSO and the fair market value of the shares acquired upon exercise of
the NQSO on the date of exercise is compensation income taxable to the optionee.
The Company generally will be entitled to a deduction equal to the amount of
compensation income taxable to the optionee.









11


Employment
Agreements





On
January 1, 2009, the Company entered into a 5 year employment agreement with
Joseph C. Visconti (“Mr. Visconti”).  Mr. Visconti will serve as the
Chairman of the Board, Chief Executive Officer and President of the
Company.  The Company agrees to pay Mr. Visconti $180,000 salary and
an annual bonus of $100,000 payable on December 31st of
each year if the performance goals established by the Compensation Committee or
Board of Directors are met.





Purchases
of Equity Securities by the Issuer and Affiliated Purchasers





None.





Item
6. Selected Financial Data





Not
required.





Item
7. Management’s Discussion and Analysis of Financial Condition and Results of
Operation





Certain
statements in this annual report on Form 10-K that are not historical in fact
constitute “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995 (PSLRA). The PSLRA provides certain
“safe harbor” provisions for forward-looking statements. All forward-looking
statements made in this annual report on Form 10-K are made pursuant to the
PSLRA. Words such as, but not limited to, “believe,” “expect,” “anticipate,”
“estimate,” “intend,” “plan,” and similar expressions are intended to identify
forward-looking statements. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors based on the Company’s estimates
and expectations concerning future events that may cause the actual results of
the Company to be materially different from historical results or from any
results expressed or implied by such forward-looking statements. These risks and
uncertainties, as well as the Company’s critical accounting policies, are
discussed in more detail under “Management’s Discussion and Analysis—Critical
Accounting Policies” and in periodic filings with the Securities and Exchange
Commission. The Company undertakes no obligation to publicly update any
forward-looking statements, whether as a result of new information, future
events or otherwise.





You
should read the following discussion of our financial condition and results of
operations together with the audited financial statements and the notes to the
audited financial statements included in this annual report. This discussion
contains forward-looking statements that reflect our plans, estimates and
beliefs. Our actual results may differ materially from those anticipated in
these forward-looking statements.





Our
Corporate History





ValueRich,
Inc., (the Company), was incorporated under the laws of the state of Florida on
July 11, 2003 and reincorporated in Delaware on March 3, 2006. We own various
online and offline media-based properties for corporate and financial
professionals. Its properties include 1) iValueRich.com, 2) ValueRich magazine
and 3) the ValueRich Small-cap Financial Expo. iValueRich.com is an online
community providing a range of business solutions for public companies and the
many industry related businesses and professionals that seek to do business with
each other. The small-cap financial expo is a unique expo-style financial
conference format for small-cap public companies to showcase their products and
services and have continuous access to investment bankers and buy-side
professionals.





We have a
limited operating history. We launched iValuerich.com in June 2006, we hosted
our first financial expo in March 2005, and we published our first edition of
ValueRich magazine in the spring of 2004. During our limited operating history,
we have not been profitable. For the year ended December 31, 2009, we incurred a
net loss of $623,309.









12


Taking
into effect the recession and specifically the pressure put on micro and small
cap stocks that were the lifeblood our business model, we chose to reduce some
of our overhead associated with our media business and focus on leveraging our
assets to either buy or acquire a successful company in our
industry.  We continue to own the media properties and the assets
associated with the production and distribution of media content; and are
hopeful that sometime in the future we can benefit from our financial media
components and infrastructure.





In
October of 2009, we were presented with an opportunity to acquire the Tesoro
Preserve Development that came available from the previous owner and lender
after they were severely impacted by the downturn in real estate in south
Florida. The purchase of the development included acquiring assets from the
previous developer; among the assets purchased were 82 single-family residential
lots and approximately 7 acres of commercially zoned land, the Company became
master declarant or developer of the Tesoro Preserve Development.





The
Company’s objective, together with its whole owned subsidiaries, is to
ultimately control the majority of the 440 single family lots in the Tesoro
Preserve Development.  The Company believes this will put the Company
in a dominant position when the real estate market begins to grow
again.





Results
of Operations





Our
results of operations for the year ended December 31, 2009 have been
significantly impacted by our decision to revise our financial expo line of
business to be a co-branded or partnered expo in response to increased
competition we have experienced in the financial convention
space.





Throughout
2008, we had focused on the transition of our old line financial media products
including the ValueRich financial Expos and the ValueRich Magazine to web-based
products such as www.WallStreetHDTV.com, the second generation of
www.iValueRich.com and www.ValueRichTV.com.





By the
first quarter of 2009, we had launched the second generation of the ValueRich
platform, which added a full spectrum of financial and web-based tools for
small-cap companies seeking to go public and raise capital via a web-based
Direct Offering (“DO”) format.  Companies that want to raise capital
could file their own registration statement through the DO process and pay us
for the use of our technology platform and access to our financial related
professionals to assist in funding the issuing company’s deal.  For
the first time, users of the ValueRich technology platform who have verified
their qualified investor’s status will be able to discover and participate in
Direct Offerings featured on the ValueRich platform.  While we are not
a registered broker-dealer or investment advisor, soon we will be able to
provide companies with technology and marketing tools they need to communicate
directly with qualified investors.





During
the year ended December 31, 2009, we launched a business talk show called
ValueRich TV, which is produced at a dedicated studio next door to our
headquarters. Its purpose is to create a successful Wall Street based talk show
that can be streamed over the internet for worldwide distribution. In January
2009, we purchased and closed on the building to be used as the
studio.





13


Comparison
of the Year Ended December 31, 2009 and 2008







Year
      Ended December 31,2009
            
            
            2008
            
            
            $
    Change
            
            %
    ChangeREVENUE
            $
            91,262
            
            $
            76,583
            
            $
            14,679
            
            19.2
            %COST OF
      REVENUE
            
            -
            
            
            7,331
            
            
            (7,331
            )
            -100.0
            %GROSS
    PROFIT
            
            91,262
            
            
            69,252
            
            
            22,010
            
            31.8
            %OPERATING
      EXPENSES
            
            914,048
            
            
            1,244,892
            
            
            (330,844
            )
            -26.6
            %OTHER INCOME
      (EXPENSE)
            
            199,477
            )
            
            165,045
            
            
            34,432
            
            20.9
            %NET LOSS
            $
            (623,309
            )
            $
            (1,010,595
            )
            $
            387,286
            
            -38.3
            %




Revenue
and Cost of Revenue





During
the year ended December 31, 2009 and 2008, respectively, we generated $91,262
and $76,583 in revenue that arose from consulting services we
provided.  Our total cost of revenue for the year ended December 31,
2009 was $0 as compared to $7,331 for the year ended December 31,
2008.  We did not incur any cost of revenue in 2009, as we did not
have any sales from its media business as such, we transitioned to a web-based
business model.








Operating
Expenses





Total
operating expenses decreased from $1,244,892 for the year ended December 31,
2008 to $914,048 for the year ended December 31, 2009.   The decrease
in total operating expenses was primarily attributable to a decrease in staffing
costs, professional fees, and reduction of overhead costs as a result in
downsizing our workforce due to the change in our focus to the ValueRichTV
platform.





Other
Income (Expense)





Other
income (expenses) were $199,477 for the year ended December 31, 2009 as compared
to $165,045 for the year ended December 31, 2008 for an increase of
$34,432.  For the year ended December 31, 2009 our unrealized gains
and realized gains decreased by approximately $120,000 and $153,000, respectively, compared to the year
ended December 31, 2008.  However, in 2008, we recognized a $278,560
loss on impairment of joint venture.  Our dividend and interest income
increased approximately $12,000 and other income
increased approximately $20,000 for the year ended December 31, 2009 compared to
2008.





Net
Loss





Net loss
for the year ended December 31, 2009 as compared to the year ended December 31,
2008 decreased from $1,010,595 to $623,309 primarily as a result of the decrease
in professional services, staffing costs and reduction of overhead costs as we
have changed the focus of our core business operations to the ValueRichTV
platform and selling a significant amount of marketable securities at a
gain.





Liquidity
and Capital Resources





The
following table sets forth a summary of our cash flows for the periods presented
below:









14






Year
      Ended December 31,2009
            
            2008Net cash used in
      operating activities
            
            $
            ( 662,931
            )
            $
            (780,718
            )Net cash provided by
      (used in) investing activities
            
            
            789,869
            
            
            (1,796,909
            )Net cash provided by
      financing activities
            
            
            (12,998
            )
            
            (70,000
            )Net increase
      (decrease) in cash and cash equivalents
            
            
            113,940
            
            
            (2,647,627
            )Cash and cash
      equivalents at the end of the period
            
            $
            1,034,848
            
            $
            920,908






For the
year ended December 31, 2009, we had an increase in total cash resources of
$113,940. The increase in cash was primarily due to sales of marketable
securities and a decrease in professional services, staffing costs and
reduction of overhead costs





For the
year ended December 31, 2008 we had a decrease in total cash resources of
$2,647,627. The decrease in cash was due in most part to lack of sales to offset
costs and professional and consulting expenses, as well as purchases of
$1,670,927 in marketable securities. Noncash stock issuances was $141,732 for
the year ended December 31, 2008.





We have
spent, and expect to continue to spend, substantial amounts in connection with
the implementation of our business strategy, including our revisions to our
current lines of business and our future endeavors.We received $200,000
from a debt security and anticipate raising an additional $1.5 million during
the next four to six months through private equity offerings.  In
addition, VR Preserve, the Company’s wholly owned subsidiary has $720,000 in
escrow for the purpose of bonding a wetland mitigation issue at the recently
acquired, Tesoro PreserveDevelopment.  The
Company hasmet with
the State of Florida water district and will be settling the wetland issue for
$300,000, as such the Company is expecting to get from escrow, the remaining
amount $420,000 within three to six
months.  Based on our current plans, we believe that our cash will be
sufficient to enable us to meet our planned operating needs at least for the
next 12 months


Commitments
and Contingencies





In
January 2009, we entered into a one year lease agreement with Joseph C.
Visconti, CEO and President, to lease a 1,750 square foot office facility for
$3,190 per month ($38,280 per year) commencing January 1, 2009. The lease has
been renewed for the following 2010 year.





Contractual
Obligations





We have
one $25,000 convertible note payable outstanding at December 31, 2009. The note
was issued in October 2004, accrues interest at 6% per annum, and matured in
December 2007. Other material terms of the convertible debt instruments include:
1) a conversion price of $0.60 per share; 2) a debt penalty to include the
issuance of additional shares upon conversion totaling 10% of the shares into
which the note may convert if the Company’s shares are not listed for public
trading on or before October 1, 2004 and 3) a warrant to purchase the same
number of shares into which the original principal amount could be converted at
an exercise price of $2.00 per share. As the note is in default, we have
classified the convertible note as short-term.





Off-Balance
Sheet Arrangements





We do not
maintain any off-balance sheet arrangements, transactions, obligations or other
relationships with unconsolidated entities that would be expected to have a
material current or future effect upon our financial condition or results of
operations.









15


Critical
Accounting Policies





Use of
Estimates





The
preparation of financial statements in conformity with U.S. generally accepted
accounting principles (GAAP) requires management to make estimates and
assumptions that affect the amounts reported in the financial statements. We
base our estimates on historical experience, management expectations for future
performance, and other assumptions as appropriate. Key areas affected by
estimates include the assessment of the recoverability of long-lived assets,
which is based on such factors as estimated future cash flows. We re-evaluated
our estimates on an ongoing basis; actual results may vary from those
estimates.





Marketable
Securities





We have
designated our investments in marketable securities as trading and
available-for-sale. Marketable securities that are bought and held principally
for the purpose of selling them in the near term are classified as trading
securities and are reported at fair value, with unrealized gains and losses
recognized in earnings. Marketable equity securities not classified as trading
are classified as available for sale, and are carried at fair market value, with
the unrealized gains and losses, net of tax, included in the determination of
comprehensive income and reported in shareholders’ equity. Investment income is
recognized on an accrual basis.





The fair
value of substantially all securities is determined by quoted market prices. The
estimated fair value of securities for which there are no quoted market prices
is based on similar types of securities that are traded in the
market.





Property and
Equipment





Property
and equipment are stated at historical cost and are depreciated using the
straight-line method over their estimated useful lives. The useful life and
depreciation method are reviewed periodically to ensure that the depreciation
method and period are consistent with the anticipated pattern of future economic
benefits. Expenditures for maintenance and repairs are charged to operations as
incurred while renewals and betterments are capitalized. Gains and losses on
disposals are included in the results of operations.





The
Company provides for depreciation over the assets estimated lives as
follows:





Computers,
      software and equipment
            
            
            3
      yearsFurniture and fixtures
            
            
            5
      yearsLeasehold improvements
            
            
            Lesser
      of lease life or economic life





Impairment or Disposal of
Long-lived Assets





We
applied the provisions of Accounting Standards Codification (“ASC”) Topic 360,
“Property, Plant, and Equipment,” which addresses financial accounting and
reporting for the impairment or disposal of long-lived assets. ASC 360 requires
impairment losses to be recorded on long-lived assets used in operations when
indicators of impairment are present and the undiscounted cash flows estimated
to be generated by those assets are less than the assets’ carrying
amounts.  In that event, a loss is recognized based on the amount by
which the carrying amount exceeds the fair market value of the long-lived
assets. Loss on long-lived assets to be disposed of is determined in a similar
manner, except that fair market values are reduced for the cost of disposal.
Based on its review, we believe that, as of December 31, 2009 and 2008, there
were no significant impairments of its long-lived assets.





Fair Value of Financial
Instruments





On January 1, 2008, we adopted FASB ASC
820-10, “Fair Value Measurements and Disclosures.” FASB ASC 820-10 defines fair
value, and establishes a three-level valuation hierarchy for disclosures of fair
value measurement that enhances disclosure requirements for fair value measures.
The carrying amounts reported in the consolidated balance sheets for receivables
and current liabilities each qualify as financial instruments and are a
reasonable estimate of their fair values because of the short period of time
between the origination of such instruments and their expected realization and
their current market rate of interest. The three levels of valuation hierarchy
are defined as follows:









16


●
            Level
      1 inputs to the valuation methodology are quoted prices (unadjusted) for
      identical assets or liabilities in active
  markets.





●
            Level
      2 inputs to the valuation methodology include quoted prices for similar
      assets and liabilities in active markets, and inputs that are observable
      for the asset or liability, either directly or indirectly, for
      substantially the full term of the financial
  instrument.





●
            Level
      3 inputs to the valuation methodology are unobservable and significant to
      the fair value measurement.





Our
investments in marketable securities are carried at fair value totaling $607,835
and $1,957,993 at December 31, 2009 and 2008, respectively. The Company used
Level 1 inputs for its valuation methodology as the securities’ quoted prices
are publicly available.


Fair
      Value
              As
      of
              December
      31, 2009
            
            Fair
      Value Measurements at
              December
      31, 2009
              Using
      Fair Value HierarchyAssets
            
            
            
            Level
      1
            Level
      2
            Level
      3Investments
      in marketable securities
            
            $607,860
            
            $607,860
            -
            -





For the
years ended December 31, 2009 and 2008, we had recognized unrealized net loss on
our trading securities in our statement of operations in the amounts of $1,774
and $0, respectively.  For the years ended December 31, 2009 and 2008,
we recognized unrealized gains on our available-for-sale securities in the
statements of stockholders’ equity in the amounts of $5,800 and $108,000,
respectively.





The
Company did not identify any other assets or liabilities that are required to be
presented on the balance sheets at fair value in accordance with FASB ASC Topic
815.





Revenue
Recognition





For
revenue from product sales, the Company recognizes revenue in accordance with
ASC Topic 605, “Revenue Recognition”. Revenue is recognized at the date of
shipment to customers, the price is fixed or determinable, the delivery is
completed, no other significant obligations of the Company exist and
collectability is reasonably assured.  Provisions for discounts and
rebates to customers, estimated returns and allowances, and other adjustments
are provided for in the same period the related sales are recorded. We defer any
revenue for which the product has not been delivered or is subject to refund
until such time that we and the customer jointly determine that the product has
been delivered or no refund will be required. Payments received in advance are
deferred until the product is delivered or service is rendered





In 2008,
we had focused on the transition from its old line of financial media products
including the ValueRich financial Expos and the ValueRich Magazine to web-based
products such as www.WallStreetHDTV.com, the second generation of
www.iValueRich.com and www.ValueRichTV.com,
which was launched during the quarter ended June 30, 2009.  We have
not earned any revenue from its old line of financial media products during the
year ended December 31, 2009.





For the
year ended December 31, 2008, we entered into two consulting agreements to
assist foreign-based companies in managing their financial statement reporting,
regulatory and compliance issues in the United States.  During 2009,
we continued to assist these companies in managing their financial statement
reporting.  We do not recognize revenue on its consulting business
until persuasive evidence of an arrangement exists, delivery has occurred (we
have performed according to the terms of the consulting agreement), the selling
price is fixed and determinable, and collectability is reasonably
assured.







17


Income
Taxes





Income
taxes are provided based upon the asset and liability method of accounting in
accordance with ASC Topic 740 “Income Taxes”.  The Company is required
to compute deferred income tax assets for net operating losses carried forward.
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 realized or settled. The effect of a change in
tax rates on deferred tax assets and liabilities is recognized in income in the
period that includes the enactment date. Realizing of deferred tax assets is
assessed throughout the year and a valuation allowance is recorded if necessary
to reduce net deferred tax assets to the amount more likely than not to be
realized. The potential benefits of net operating losses (“NOLs”) have not been
recognized in these financial statements because we cannot be assured it is more
likely than not it will utilize the net operating losses carried forward in
future years.





We have
an NOL carry forward for income tax reporting purposes that may be offset
against future taxable income. Current tax laws limit the amount of loss
available to be offset against future taxable income when a substantial change
in ownership occurs. Accordingly, the amount available to offset future taxable
income may be limited. No tax benefit has been reported in the financial
statements, because we are uncertain if they will ever be in a position to
utilize the NOL carry forward. Accordingly, the potential tax benefits of the
loss carry forward are offset by a valuation allowance of the same
amount.





We are
current in our filing of federal income tax returns. We believe that the
statutes of limitations for its federal income tax returns are open for years
after 2004. We are not currently under examination by the Internal Revenue
Service or any other taxing authority.





Our
practice is to recognize interest accrued related to unrecognized tax benefits
in interest expense and penalties in operating expenses.  At December
31, 2009 and December 31, 2008, we had no accrued interest or
penalties.





Basic and Diluted Losses Per
Share





Earnings
per share are calculated in accordance with the ASC Topic 260, “Earnings Per
Share.”  Basic earnings per share are based upon the weighted average
number of common shares outstanding. Diluted earnings per share are based on the
assumption that all dilutive convertible shares and stock options were converted
or exercised. Dilution is computed by applying the treasury stock method. Under
this method, options and warrants are assumed to be exercised at the beginning
of the period (or at the time of issuance, if later), and as if funds obtained
thereby were used to purchase common stock at the average market price during
the period. All dilutive securities were excluded from the diluted loss per
share due to the anti-dilutive effect.





As of
December 31, 2009 and 2008, the following potential dilutive shares were
excluded from diluted loss per share for all periods presented because of their
anti-dilutive effect.




December 31,
      2009
            
            December 31,
      2008Options
            
            100,000
            
            
            
            100,000Warrants
            
            1,235,715
            
            
            
            1,185,715Convertible
      notes
            
            67,000
            
            
            
            67,000Total
            
            1,402,715
            
            
            
            1,352,715








18


Stock-Based
Compensation





We
records stock-based compensation in accordance with ASC Topic 718, “Compensation
– Stock Compensation.”  ASC 718 requires companies to measure
compensation cost for stock-based employee compensation at fair value at the
grant date and recognize the expense over the employee’s requisite service
period. Under ASC 718, the Company’s volatility is based on the historical
volatility of the Company’s stock or the expected volatility of similar
companies. The expected life assumption is primarily based on historical
exercise patterns and employee post-vesting termination behavior. The risk-free
interest rate for the expected term of the option is based on the U.S. Treasury
yield curve in effect at the time of grant.





We use
the Black-Scholes option-pricing model which was developed for use in estimating
the fair value of options. Option-pricing models require the input of highly
complex and subjective variables including the expected life of options granted
and our expected stock price volatility over a period equal to or greater than
the expected life of the options. Because changes in the subjective assumptions
can materially affect the estimated value of the Company’s employee stock
options, it is management’s opinion that the Black-Scholes option-pricing model
may not provide an accurate measure of the fair value of the Company’s employee
stock options. Although the fair value of employee stock options is determined
in accordance with ASC 718 using an option-pricing model, that value may not be
indicative of the fair value observed in a willing buyer/willing seller market
transaction.





The
Company recognizes in the statement of operations the grant-date fair value of
stock options and other equity-based compensation issued to employees and
non-employees.





19


Recent
Pronouncements





On July
1, 2009, the Company adopted Accounting Standards Update (“ASU”) No.
2009-01, “Topic 105 - Generally Accepted Accounting Principles - amendments
based on Statement of Financial Accounting Standards No. 168, “The FASB
Accounting Standards CodificationTM and the Hierarchy of Generally Accepted
Accounting Principles” (“ASU No. 2009-01”).  ASU No. 2009-01
re-defines authoritative GAAP for nongovernmental entities to be only comprised
of the FASB Accounting Standards CodificationTM (“Codification”) and, for SEC
registrants, guidance issued by the SEC.  The Codification is a
reorganization and compilation of all then-existing authoritative GAAP for
nongovernmental entities, except for guidance issued by the SEC.  The
Codification is amended to effect non-SEC changes to authoritative
GAAP.  Adoption of ASU No. 2009-01 only changed the referencing
convention of GAAP in Notes to the Consolidated Financial
Statements.





In
October 2009, the FASB issued an Accounting Standards Update
("ASU") regarding accounting for own-share lending arrangements in
contemplation of convertible debt issuance or other financing.  This
ASU requires that at the date of issuance of the shares in a share-lending
arrangement entered into in contemplation of a convertible debt offering or
other financing, the shares issued shall be measured at fair value and be
recognized as an issuance cost, with an offset to additional paid-in capital.
Further, loaned shares are excluded from basic and diluted earnings per share
unless default of the share-lending arrangement occurs, at which time the loaned
shares would be included in the basic and diluted earnings-per-share
calculation.  This ASU is effective for fiscal years beginning on or
after December 15, 2009, and interim periods within those fiscal years for
arrangements outstanding as of the beginning of those fiscal years. The Company
is currently evaluating the impact of this ASU on its consolidated financial
statements.





On
December 15, 2009, the FASB issued ASU No. 2010-06 Fair Value Measurements and
Disclosures Topic 820 “Improving Disclosures about Fair Value
Measurements”.  This ASU requires some new disclosures and clarifies
some existing disclosure requirements about fair value measurement as set forth
in Codification Subtopic 820-10. The FASB’s objective is to improve these
disclosures and, thus, increase the transparency in financial
reporting.  The adoption of this ASU will not have a material impact
on the Company’s consolidated financial statements.





Item
7A. Quantitative and Qualitative Disclosures About Market Risk





Not
required.





Item
8. Financial Statements and Supplementary Data





Insert





Item
9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure





None.





Item
9A. Controls and Procedures





Evaluation of Disclosure
Controls and Procedures





Management,
with the participation of the Company’s Chief Executive Officer and Chief
Financial Officer, has evaluated the effectiveness of the Company’s disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act) as of December 31, 2009.  Based upon such evaluation,
the Chief Executive Officer and Chief Financial Officer has concluded that as of
December 31, 2009, the Company’s disclosure controls and procedures were
effective and that there have been no occurrences during the period covered by
this annual report on Form 10-K that has materially affected or is reasonably
likely to materially affect, our internal control over financial
reporting.









20


Management’s Annual Report
on Internal Control Over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as such term is defined in Rules 13a-15(f) and
15d-15(f) promulgated under the Exchange Act.  Internal control over
financial reporting is a process designed by, or under the supervision of, the
company’s principal executive and principal financial officers, and effected by
the board of directors, management and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with accounting
principles generally accepted in the United States (“US GAAP”), including those
policies and procedures that:





•
            Pertain
      to the maintenance of records that, in reasonable detail, accurately and
      fairly reflect the transactions and dispositions of the assets of the
      company;•
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with US GAAP and that
      receipts and expenditures are being made only in accordance with
      authorizations of management and directors of the company;
    and





•
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of the company’s assets that
      could have a material effect on the financial
  statements.





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 policies and procedures may deteriorate.





Our
management, with the participation of our Chief Executive Officer and Chief
Financial Officer, has assessed the effectiveness of our internal control over
financial reporting as of December 31, 2009.  In making this
assessment, our management used the criteria described in Internal Control —
Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission.  Due to the inherent issue of segregation of
duties in a small company, management has relied heavily on entity or management
review controls to lessen the issue of segregation of duties.  Based
on this assessment and those criteria, our management concluded that our
internal control over financial reporting as of December 31, 2009 was
ineffective, due to the identified material weaknesses noted below.





A
material weakness is a deficiency, or combination of deficiencies, in internal
control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the company’s annual or interim financial
statements will not be prevented or detected on a timely basis.  Our
management identified the following material weaknesses as of December 31,
2009:





The
material weaknesses relate to the following:





1.
            Accounting
      and Finance Personnel Weaknesses – Our current accounting staff is
      relatively small and our resources are limited given the size of our
      company; and2.
            Lack
      of Internal Audit Function – We lack sufficient resources to perform the
      internal audit function.





In order
to mitigate these material weaknesses to the fullest extent possible, all
financial reports are reviewed by an outside accounting firm that is not our
audit firm. All unexpected results are investigated.  At any time, if
it appears that any control can be implemented to continue to mitigate such
weaknesses, it will be immediately implemented.








21





Any
changes that materially affect, or is reasonably likely to materially affect,
the Company’s internal control over financial reporting will be reported in the
Company’s quarterly report for the period in which such change occurs (or annual
report, if the change occurs in the fourth quarter).





Attestation
Report





This
Annual Report on Form 10-K does not include an attestation report of our
registered public accounting firm regarding internal control over financial
reporting.  Our management’s report was not subject to attestation by
our registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit us to provide only management’s
report in this Annual Report on Form 10-K.





Changes in Internal Control
Over Financial Reporting





There
were no changes in our internal control over financial reporting that occurred
during the year ended December 31, 2009 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.





Item
9B. Other Information





None.





PART
III





Item
10. Directors, Executive Officers and Corporate Governance.





The
following individuals serve as the directors and executive officers of our
Company as of March 23, 2009. All directors of our Company hold office until the
next annual meeting of our shareholders or until their successors have been
elected and qualified. The executive officers of our Company are appointed by
our board of directors and hold office until their death, resignation or removal
from office.





Name
            
            Position
      Held with our Company
            
            Age
            
            Date
      First
              Elected
      or AppointedJoseph
      Visconti
            
            President,
      Chief Executive Officer and Chief Financial Officer
            
            45
            
            July
      26, 2006David
      Lemoie
            
            Director
            
            49
            
            March
      19, 2008Philip
      Verges
            
            Director
            
            44
            
            November
      17, 2008





The background of our directors
and executive officers is as follows:





Joseph
Visconti. Mr. Visconti has been our President, CEO and Chairman since
inception in 2003. He has extensive experience in development and management of
both public and private companies. For the past 16 years Mr. Visconti has worked
with senior management of public and private companies to assist in their
structure, finance and related banking issues. Mr. Visconti has overseen the
financing of 26 public and private companies that raised more than $250,000,000
through IPO’s, secondary offerings and private placements. From 2001 to 2003 Mr.
Visconti worked as a consultant with various investment banks and public and
private companies.





David
Lemoie.  Mr. Lemoie has served as a member of the board of
directors of ValueRich, Inc since March 2007.  For the past 18 years,
Mr. Lemoie has practiced law concentrating his practice in the areas of complex
commercial, corporate, and bankruptcy litigation, and use, and corporate
transactions. Mr. Lemoie is admitted to practice and is a member of the bar in
Florida, Rhode Island and Massachusetts. He is also a member of the Federal Bar
in the United States District Courts for the Southern and Middle District of
Florida, the District of Rhode Island, and the District of Massachusetts, and
United States Bankruptcy Courts for the Southern and Middle Districts of
Florida. He earned his Juris Doctor degree from Santa Clara University School of
Law in 1991, where he was a member of the law school’s moot court team and the
trial team. He is a 1986 graduate of the University of Rhode Island, with a
Bachelor of Science degree in Civil and Environmental Engineering.







22


Philip
Verges.  As Chief Executive Officer and Chairman of NewMarket,
Mr. Verges founded VergeTech International (VTI) in 1997, a firm that
specialized in leading edge technology services. After merging VTI with IPVoice
Communications in 2002, Mr. Verges developed and implemented the Company’s new
business strategy of launching market-entry technology advancements into early
and mainstream technology products and services through established Systems
Integration relationships. Mr. Verges' early career after the Army was spent
with Electronic Data Systems (EDS) in the Computer Sciences Research and
Development Department of General Motors. Mr. Verges' first business start-up
experience was with EDS in a new division concentrating on call center
technology in financial institutions. He later added to this experience with the
task of opening an entirely new geographic region for a $30 million technology
services business. Finally, with the launch of his own company in 1997, Mr.
Verges accomplished professional independence. He grew his firm from $300,000 in
first year sales to over $11 million in year four; growth funded primarily from
operational income. After merging VTI into the now NewMarket Technology, Inc.,
Mr. Verges continued to grow the new company to over $50 million in annual
sales.  Today, NewMarket employs over 400 people in six countries around
the globe.




The
following information is included in the Company’s Notice of Annual Meeting of
Stockholders and Proxy Statement to be filed within 120 days after the Company’s
fiscal year end of December 31, 2008 (the “Proxy Statement”) and is
incorporated herein by reference:




Information
regarding directors of the Company is set forth under “Election of Directors.”




Information
regarding the Company’s Audit Committee and designated “audit committee
financial expert” is set forth under “Election of Directors—Meetings and
Committees of the Board.”




Information
on the Company’s code of business conduct and ethics for directors, officers and
employees, is set forth under “Election of Directors—Code of Business Conduct
and Ethics.”




Information
under Section 16A beneficial ownership reporting compliance is set forth
under “Stock Ownership” and “Section 16(A) Beneficial Ownership Reporting
Compliance.”




Section
16(a) Beneficial Ownership Reporting Compliance





Section
16(a) of the Securities Exchange Act of 1934 requires our officers, directors,
and persons who beneficially own more than 10% of our common stock to file
reports of securities ownership and changes in such ownership with the
Securities and Exchange Commission ("SEC"). Officers, directors and greater than
10% beneficial owners are also required by rules promulgated by the SEC to
furnish us with copies of all Section 16(a) forms they file.





Based
solely upon a review of the copies of such forms furnished to us, or written
representations that no Form 5 filings were required, we believe that during the
fiscal year ended December 31, 2007, there was compliance with all Section 16(a)
filing requirements applicable to our officers, directors and greater than 10%
beneficial owners.





The
following table sets forth information in respect of the compensation of the
Principal Executive Officer, and our three most highly compensated executive
officers that were serving as executive officers as of December 31,
2009.









23


Item
11. Executive Compensation.





SUMMARY COMPENSATION
TABLE





Name
      and Principal Position
            
            Year
            
            Salary
              ($)
            
            Bonus
              ($)
            
            All
      Other
              Compensation
              ($)
            
            Total
              ($)Joseph
      Visconti,
              Chairman,
      President and
              Chief
      Executive Officer
            
            
            2009
              2008
            
            
            180,000
              187,940
            
            
            0
              42,000
            
            
            —
              —
            
            
            180,000
              229,940





No stock
options were issued to or exercised by our senior executive officers during the
last fiscal year.


24


EQUITY
COMPENSATION PLAN INFORMATION





The
following table states certain information with respect to our equity
compensation plans as of December 31, 2009:





Plan
      category
            
            Number
      of securities to
              be
      issued upon exercise
              of
      outstanding options
            
            Weighted-average
              exercise
      price of
              outstanding
      options
            
            Number
      of securities
              remaining
      available for
              future
      issuance under
              equity
      compensation plansEquity
      compensation plans
              approved
      by security holders
            
            
            -
            
            
            $
            -
            
            
            
            3,000,000Total
            
            
            -
            
            
            $
            -
            
            
            
            3,000,000





Item 12.Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder
Matters.





Security
Ownership of Certain Beneficial Owners and Management





The
following table sets forth, as of December 31, 2009  the number and
percentage of shares of our outstanding common stock which are beneficially
owned, directly or indirectly, by each director, executive officer and
shareholder who owns more than 5% of the outstanding shares.





We
determine beneficial ownership based on the rules of the Securities and Exchange
Commission.  In general, beneficial ownership includes shares over
which a person has sole or shared voting or investment power and shares, which
the person has the right to acquire within 60 days.  Unless otherwise
indicated, the persons listed below have sole voting and investment power over
the shares beneficially owned.





Name and Address
      (1)
            
            Amount
      and Nature
              Of
      Beneficial Ownership
            
            Percentage
              of
      ClassJoseph
      Visconti
            
            
            3,666,425
            
            42.29%Vision
      Capital Advisors LLC
            
            
            464,286
            
            5.35%Spencer
      Trading
            
            
            300,000
            
            3.46%








Item
13. Certain Relationships and Related Transactions, and Director
Independence.





None of
our directors nor any of our executive officers nor any person who
beneficially owns, directly or indirectly, shares carrying more than 5% of our
common stock, nor any members of the immediate family (including spouse,
parents, children, siblings, and in-laws) of any of the foregoing persons, has
any material interest, direct or indirect, in any transaction, or series of
transactions, that we have entered into since our incorporation or any proposed
transaction or series of transactions worth over $120,000 per
year.  However, we do lease office space from our Chief Executive
Officer at $34,200 per year.









25


Item
14. Principal Accounting Fees and Services





Audit
Fees





For the
year ended December 31, 2009, the aggregate fees billed by Chisholm, Bierwolf
& Nilson, LLC for professional services rendered for the audit of our annual
financial statements included in our annual report on Form 10-K and our Forms
10-Q were estimated to be approximately $26,000.





For the
year ended December 31, 2008, the aggregate fees billed by Chisholm, Bierwolf
& Nilson, LLC for professional services rendered for the audit of our annual
financial statements included in our annual report on Form 10-K and our Forms
10-Q were estimated to be approximately $36,000.





Audit
Related Fees





For the
year ended December 31, 2009, the aggregate fees billed for assurance and
related services by Chisholm, Bierwolf & Nilson, LLC relating to the
performance of the audit of our financial statements which are not reported
under the caption “Audit Fees” above, was $0.





For the
year ended December 31, 2008, the aggregate fees billed for assurance and
related services by Chisholm, Bierwolf & Nilson, LLC relating to the
performance of the audit of our financial statements which are not reported
under the caption “Audit Fees” above, was $0.





Tax
Fees





For the
year ended December 31, 2009 and 2008, Chisholm, Bierwolf & Nilson, LLC did
not perform other non-audit professional services, other than those services
listed above.





We do not
use Chisholm, Bierwolf & Nilson, and LLC for financial information system
design and implementation. These services, which include designing or
implementing a system that aggregates source data underlying the financial
statements or generates information that is significant to our financial
statements, are provided internally or by other service providers. We do not
engage Chisholm, Bierwolf & Nilson, LLC to provide compliance-outsourcing
services.





Pre-Approval
Policies and Procedures





Effective
May 6, 2003, the Securities and Exchange Commission adopted rules that require
that before Chisholm, Bierwolf & Nilson, LLC is engaged by us to render any
auditing or permitted non-audit related service, the engagement be:





●
            approved
      by our entire board of directors;
or





●
            entered
      into pursuant to pre-approval policies and procedures established by the
      board of directors, provided the policies and procedures are detailed as
      to the particular service, the board of directors is informed of each
      service, and such policies and procedures do not include delegation of the
      board of directors' responsibilities to
  management.





The board
of directors pre-approves all services provided by our independent auditors. All
of the above services and fees were reviewed and approved by the board of
directors either before or after the respective services were
rendered.





The board
of directors has considered the nature and amount of fees billed by Chisholm,
Bierwolf & Nilson, LLC and believes that the provision of services for
activities unrelated to the audit is compatible with maintaining Chisholm,
Bierwolf & Nilson, LLC’s independence.









26


PART
IV





Item
15. Exhibits and Financial Statement Schedules





(a)(1)
Financial Statements





The
following is a list of the Financial Statements included in Item 8 of Part II of
this Report.





PageReport
      of Independent Registered Public Accounting Firm
            
            F-1Balance
      Sheets as of December 31, 2008 and December 31, 2007
            
            F-2Statements
      of Operations for the Years Ended December 31, 2008 and
    2007
            
            F-3Statements
      of Stockholders’ Equity for the Years Ended December 31, 2008 and
      2007
            
            F-4Statements
      of Cash Flows for the Years Ended December 31, 2008 and
    2007
            
            F-5Notes to Financial
      Statements
            
            F-6








(a)(2)
Financial Statement Schedules





Schedules
not included herein are omitted because they are inapplicable or not required or
because the required information is given in the financial statements and notes
thereto.





(a)(3) Exhibits





The
exhibits required by this item and included in this report or incorporated
herein by reference are as follows:





31.1
            Certification
      of the Chief Executive Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.1
            Certification
      Pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002





























27


Contents




PageReport of Independent
      Registered Public Accounting Firm
                F-1Financial
      Statements:Balance Sheets as of
      December 31, 2009 and 2008
                F-2Statements of
      Operations and Other Comprehensive Loss for
      the years ended December 31, 2009 and 2008
                F-3Statement of
      Stockholders' Equity for the years ended December
      31, 2009 and 2008
                F-4Statements of Cash
      Flows for the years ended December 31, 2009 and 2008
                F-5Notes to Financial
      Statements
                F-6


28





REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM











To the
Board of Directors


ValueRich,
Inc.


West Palm
Beach,  Florida








We have
audited the accompanying balance sheets of  ValueRich, Inc. at
December 31, 2009  and 2008 and the related statements of operations,
stockholders' equity and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.





We
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 audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
controls over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. 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  ValueRich, Inc. at
December 31, 2009 and 2008 and the results of its operations and its cash flows
for the years then ended in conformity with accounting principles generally
accepted in the United States of America.











Chisholm,
Bierwolf, Nilson & Morrill, LLC


Bountiful,
Utah


March 24,
2010













F-1




VALUERICH,
      INC.BALANCE
      SHEETSAS
      OF DECEMBER 31, 2009 AND 20082009
              
              
              2008ASSETSCURRENT
      ASSETSCash
      and cash equivalents
              
              
              $
              1,034,848
              
              $
              920,908Trade
      accounts receivable
              
              
              
              -
              
              
              1,713Prepaid
      consulting
              
              
              
              -
              
              
              23,333Investments
      in marketable securities
              
              
              
              607,860
              
              
              1,957,993TOTAL
      CURRENT ASSETS
              
              
              
              1,642,708
              
              
              2,903,947PROPERTY
      AND EQUIPMENT, net
              
              
              
              424,936
              
              
              113,547OTHER
      LONG TERM ASSETS
              
              
              
              139,000
              
              
              -TOTAL
      ASSETS
              
              
              $
              2,206,644
              
              $
              3,017,494LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESAccounts
      payable and accrued expenses
              
              
              
              180,019
              
              $
              240,757Deferred
      revenue
              
              
              
              15,000
              
              
              45,000Convertible
      note payable
              
              
              
              25,000
              
              
              25,000Shareholder
      note payable
              
              
              
              -
              
              
              9,500TOTAL
      CURRENT LIABILITIES
              
              
              
              220,019
              
              
              320,257COMMITMENTS
      AND CONTINGENCIES
              
              
              
              -
              
              
              -STOCKHOLDERS'
      EQUITYCommon
      stock; $0.01 par value; 100,000,000 shares authorized;8,657,124
      and 8,669,670 shares issued and outstanding asof
      December 31, 2009 and 2008, respectively
              
              
              86,571
              
              
              86,696Additional
      paid-in capital
              
              
              
              7,190,811
              
              
              7,175,789Accumulated
      other comprehensive income
              
              
              
              5,800
              
              
              108,000Accumulated
      deficit
              
              
              
              (5,296,557)
              
              
              (4,673,248)TOTAL
      STOCKHOLDERS' EQUITY
              
              
              
              1,986,625
              
              
              2,697,237TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
              
              $
              2,206,644
              
              $
              3,017,494The
      accompanying notes are an integral part of these financial
      statements.


F-2





VALUERICH,
      INC.STATEMENTS
      OF OPERATIONS AND OTHER COMPREHENSIVE LOSSFOR
      THE YEARS ENDED DECEMBER 31, 2009 AND 20082009
              
              
              2008REVENUE
              
              $
              91,262
              
              $
              76,583COST
      OF REVENUE
              
              
              -
              
              
              7,331GROSS
      PROFIT
              
              
              91,262
              
              
              69,252OPERATING
      EXPENSESSalaries
      and wages
              
              
              382,805
              
              
              505,089Selling,
      general and administrative expenses
              
              
              272,892
              
              
              329,190Professional
      fees
              
              
              206,786
              
              
              369,754Depreciation
      and amortization expense
              
              
              51,565
              
              
              40,859TOTAL
      OPERATING EXPENSES
              
              
              914,048
              
              
              1,244,892LOSS
      FROM OPERATIONS
              
              
              (822,786)
              
              
              (1,175,640)OTHER
      INCOME (EXPENSES):Interest
      expense
              
              
              (3,500)
              
              
              (3,002)Dividend
      and interest income, net
              
              
              76,374
              
              
              64,446Loss
      on extinguishment of debt
              
              
              -
              
              
              1,400Loss
      on impairment of joint venture
              
              
              -
              
              
              (278,560)Unrealized
      gain (loss) on marketable securities
              
              
              (1,774)
              
              
              119,066Realized
      gain (loss) on marketable securities
              
              
              96,664
              
              
              249,691Other
      income
              
              
              31,713
              
              
              12,004TOTAL
      OTHER INCOME (EXPENSES)
              
              
              199,477
              
              
              165,045LOSS
      BEFORE PROVISION FOR INCOME TAXES
              
              
              (623,309)
              
              
              (1,010,595)INCOME
      TAX BENEFIT
              
              
              -
              
              
              -NET
      LOSS
              
              $
              (623,309)
              
              $
              (1,010,595)OTHER
      COMPREHENSIVE LOSSUnrealized
      gain (loss) on available for sale securities
              
              
              5,800
              
              
              108,000COMPREHENSIVE
      LOSS
              
              
              (617,509)
              
              
              (902,595)NET
      LOSS PER SHARE - BASIC AND DILUTED
              
              $
              (0.07)
              
              $
              (0.12)WEIGHTED
      AVERAGE COMMON EQUIVALENTSHARES
      OUTSTANDING - BASIC AND DILUTED
              
              
              8,661,214
              
              
              8,488,504The
      accompanying notes are an integral part of these financial
      statements.
  F-3


VALUERICH,
      Inc.STATEMENTS
      OF STOCKHOLDERS' EQUITYFOR
      THE YEARS ENDED DECEMBER 31, 2009 AND 2008AccumulatedAdditional
            
            Other
            
            
            
            TotalCommon
      Stock
            
            Paid-in
            
            Comprehensive
            
            Accumulated
            
            Stockholders'Shares
            
            Amount
            
            Capital
            
            Income
            
            Deficit
            
            EquityBalance,
      December 31, 2007
            
            8,276,542
            
            82,765
            
            7,026,966
            
            -
            
            (3,662,653)
            
            3,447,078Shares
      of common stock issued for consulting services
            
            290,000
            
            2,900
            
            85,600
            
            -
            
            -
            
            88,500Shares
      of common stock canceled
            
            (25,000)
            
            (250)
            
            (28,500)
            
            -
            
            -
            
            (28,750)Value
      of warrants granted for consulting services
            
            -
            
            -
            
            29,954
            
            -
            
            -
            
            29,954Shares
      of common stock issued in repayment of note payable
            
            128,128
            
            1,281
            
            61,769
            
            -
            
            -
            
            63,050Unrealized
      gain on marketable securities
            
            -
            
            -
            
            -
            
            108,000
            
            
            
            108,000Net
      loss for period
            
            -
            
            -
            
            -
            
            -
            
            (1,010,595)
            
            (1,010,595)Balance,
      December 31, 2008
            
            8,669,670
            
            $     86,696
            
            $      7,175,789
            
            $         108,000
            
            $    (4,673,248)
            
            $    2,697,237Value
      of warrants granted for consulting services
            
            -
            
            -
            
            18,395
            
            -
            
            -
            
            18,395Retirement
      of treasury stock
            
            (12,546)
            
            (125)
            
            (3,373)
            
            -
            
            -
            
            (3,498)Unrealized
      loss on sale of available-for-sale securities
            
            -
            
            -
            
            -
            
            (88,200)
            
            -
            
            (88,200)Realized
      loss on available-for-sale securities
            
            -
            
            -
            
            -
            
            (14,000)
            
            -
            
            (14,000)Net
      loss for period
            
            -
            
            -
            
            -
            
            -
            
            (623,309)
            
            (623,309)Balance,
      December 31, 2009
            
            8,657,124
            
            $     86,571
            
            $      7,190,811
            
            $             5,800
            
            $    (5,296,557)
            
            $    1,986,625






The
accompanying notes are an integral part of these financial
statements.







F-4


VALUERICH,
      INC.STATEMENTS
      OF CASH FLOWSFOR
      THE YEARS ENDED DECEMBER 31, 2009 AND 20082009
              
              
              2008CASH
      FLOW FROM OPERATING ACTIVITIES:Net
      loss
              
              
              
              $
              (623,309)
              
              $
              (1,010,595)Adjustment
      to reconcile net loss to net cashused
      in operating activities:Depreciation
      and amortization
              
              
              
              51,565
              
              
              40,858Unrealized
      net loss on marketable securities
              
              
              1,774
              
              
              -Unrealized
      net gain on marketable securities
              
              
              -
              
              
              (119,066)Realized
      net gain on marketable securities
              
              
              (96,664)
              
              
              -Marketable
      securities received for consulting services
              
              
              -
              
              
              (15,000)Non-cash
      consulting expense
              
              
              
              56,000
              
              
              -Non-cash
      consulting revenue
              
              
              
              (5,000)
              
              
              -Common
      stock issued for services
              
              
              
              -
              
              
              88,500Loss
      on impairment of joint venture
              
              
              -
              
              
              278,560Expenses
      incurred in repayment of note payable
              
              
              -
              
              
              22,232Value
      of warants granted as payment of interest expense on note
      payable
              
              
              -
              
              
              9,818Value
      of warants granted for consulting services
              
              
              18,395
              
              
              29,954Gain
      on write-off of derivative liability
              
              
              -
              
              
              (100,000)Changes
      in operating assets and liabilities:Trade
      accounts receivable
              
              
              
              1,713
              
              
              (1,713)Prepaid
      expenses
              
              
              
              
              23,333
              
              
              51,667Accounts
      payable and accrued expenses
              
              
              (60,738)
              
              
              -Deferred
      revenue
              
              
              
              
              (30,000)
              
              
              (55,933)Net
      cash used in operating activities
              
              
              
              (662,931)
              
              
              (780,718)CASH
      FLOW FROM INVESTING ACTIVITIES:Purchases
      of fixed assets
              
              
              
              
              (362,954)
              
              
              (125,982)Cash
      paid on real estate deposit
              
              
              
              (139,000)
              
              
              -Purchases
      of marketable securities
              
              
              
              (929,448)
              
              
              (1,670,927)Proceeds
      from sale of marketable securities
              
              
              2,221,271
              
              
              -Net
      cash provided by (used in) investing activities
              
              
              789,869
              
              
              (1,796,909)CASH
      FLOW FROM FINANCING ACTIVITIES:Repayments
      of notes payable
              
              
              
              (9,500)
              
              
              (70,000)Purchase
      and retirement of treasury stock
              
              
              (3,498)
              
              
              -Net
      cash used in financing activities
              
              
              
              (12,998)
              
              
              (70,000)NET
      INCREASE (DECREASE) IN CASH ANDCASH
      EQUIVALENTS
              
              
              
              
              113,940
              
              
              (2,647,627)CASH
      AND CASH EQUIVALENTS, Beginning of period
              
              
              920,908
              
              
              3,568,535CASH
      AND CASH EQUIVALENTS, End of period
              
              $
              1,034,848
              
              $
              920,908SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION:Interest
      paid
              
              
              
              $
              1,250
              
              $
              58,193Income
      taxes paid
              
              
              
              $
              -
              
              $
              -SUPPLEMENTAL
      DISCLOSURE OF NON-CASH INVESTING AND FINANCING:Conversion
      of convertible shareholders' note payable
              
              $
              -
              
              $
              53,232Warrants
      issued in repayment of note payable
              
              $
              -
              
              $
              9,818Change
      in fair value of securities available for sale
              
              $
              (88,200)
              
              $
              108,000Transfer
      of marketable security for consulting expense
              
              $
              56,000
              
              $
              -Receipt
      of marketable securities for consulting revenue
              
              $
              5,000
              
              $
              -


The
accompanying notes are an integral part of these financial
statements.




F-5
 ValueRich,
Inc.
 Notes to
Financial Statements
 For the
Year Ended December 31, 2009 and 2008


Note 1 - Organization and Basis of
Presentation





ValueRich,
Inc., (the Company), was incorporated under the laws of the state of Florida on
July 11, 2003 and reincorporated in Delaware on March 3, 2006. The Company owns
various online and offline media-based properties for corporate and financial
professionals. Its properties include 1) iValueRich.com, 2) ValueRich magazine
and 3) the ValueRich Small-cap Financial Expo.





Throughout
2008, we have focused on the transition of our old line financial media products
including the ValueRich financial Expos and the ValueRich Magazine to web-based
products such as www.WallStreetHDTV.com, the second generation of
www.iValueRich.com and www.ValueRichTV.com.





In the
first quarter of 2009, the Company became dedicated to a web-based financial
media business model.  Until December 2008, ValueRich magazine was
published approximately three times per year and was a glossy full-color
magazine of approximately 120 pages that was geared toward an affluent
readership of investment related professionals and corporate
leaders.





By the
first quarter of 2009, the Company had launched the second generation of the
ValueRich platform, which added a full spectrum of financial and web-based tools
for small-cap companies seeking to go public and raise capital via a web-based
Direct Public Offering (“DPO”) format. Companies that want to raise capital
could file their own registration statement through the DPO process and pay the
Company for the use of the technology platform and access to its database of
financial related professionals to help fund the issuing company’s deal. For the
first time, users of the ValueRich technology platform who have verified their
qualified investor’s status will be able to discover and participate in Direct
Offerings featured on the ValueRich platform. While ValueRich, Inc. is not a
registered broker-dealer or investment advisor, soon we will be able to provide
companies with technology and marketing tools they need to communicate directly
with qualified investors.





During
the year ended December 31, 2009, the Company created a business talk show
called ValueRich TV, which is being produced at a dedicated studio next door to
its headquarters.  Its purpose is to create a successful Wall Street
based talk show that can be streamed over the internet for worldwide
distribution.  In January 2009, the Company purchased and closed on
the building to be used as the studio.





The
Company trades on the NYSE Amex under the trading symbol “IVA.”





Note 2 – Summary of
Significant Accounting Policies





Use of
Estimates





The
preparation of financial statements in conformity with U.S. generally accepted
accounting principles (GAAP) requires management to make estimates and
assumptions that affect the amounts reported in the financial statements. The
Company bases its estimates on historical experience, management expectations
for future performance, and other assumptions as appropriate. Key areas affected
by estimates include the assessment of the recoverability of long-lived assets,
which is based on such factors as estimated future cash flows. The Company
re-evaluates its estimates on an ongoing basis; actual results may vary from
those estimates.





F-6
 ValueRich,
Inc.
 Notes to
Financial Statements
 For the
Year Ended December 31, 2009 and 2008


Concentration of Credit
Risk





Financial
instruments, which potentially subject us to concentrations of credit risk,
consist of cash and cash equivalents and accounts receivables.  The
Company placed its cash with high quality financial institutions and at times
may have exceeded the FDIC insurance limit. The Company extends credit based on
an evaluation of the customer’s financial condition, generally without
collateral. Exposure to losses on receivables is principally dependent on each
customer’s financial condition. The Company monitors its exposure for credit
losses and maintains allowances for anticipated losses, as required. Accounts
are “written-off” when deemed uncollectible.  As of December 31, 2009
and 2008, the Company had deposits in excess of federally-insured limits
totaling $784,848 and $782,283, respectively.  The Company has not
experienced any losses in such accounts.





Cash and Cash
Equivalents





Cash and
cash equivalents include cash on hand and cash in time deposits, certificates of
deposit and all highly liquid debt instruments with original maturities of three
months or less.





Marketable
Securities





The
Company has designated its investments in marketable securities as trading and
available-for-sale. Marketable securities that are bought and held principally
for the purpose of selling them in the near term are classified as trading
securities and are reported at fair value, with unrealized gains and losses
recognized in earnings. Marketable equity securities not classified as trading
are classified as available for sale, and are carried at fair market value, with
the unrealized gains and losses, net of tax, included in the determination of
comprehensive income and reported in shareholders’ equity. Investment income is
recognized on an accrual basis.





The fair
value of substantially all securities is determined by quoted market prices. The
estimated fair value of securities for which there are no quoted market prices
is based on similar types of securities that are traded in the
market.





Property and
Equipment





Property
and equipment are stated at historical cost and are depreciated using the
straight-line method over their estimated useful lives. The useful life and
depreciation method are reviewed periodically to ensure that the depreciation
method and period are consistent with the anticipated pattern of future economic
benefits. Expenditures for maintenance and repairs are charged to operations as
incurred while renewals and betterments are capitalized. Gains and losses on
disposals are included in the results of operations.





The
Company provides for depreciation over the assets estimated lives as
follows:





Computers,
      software and equipment
            
            
            3
      yearsFurniture and fixtures
            
            
            5
      yearsLeasehold improvements
            
            
            Lesser
      of lease life or economic life









F-7


Impairment or Disposal of
Long-lived Assets





The
Company applies the provisions of Accounting Standards Codification (“ASC”)
Topic 360, “Property, Plant, and Equipment,” which addresses financial
accounting and reporting for the impairment or disposal of long-lived assets.
ASC 360 requires impairment losses to be recorded on long-lived assets used in
operations when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets’
carrying amounts.  In that event, a loss is recognized based on the
amount by which the carrying amount exceeds the fair market value of the
long-lived assets. Loss on long-lived assets to be disposed of is determined in
a similar manner, except that fair market values are reduced for the cost of
disposal. Based on its review, the Company believes that, as of December 31,
2009 and 2008, there were no significant impairments of its long-lived
assets.





Fair Value of Financial
Instruments





On January 1, 2008, we adopted FASB ASC
820-10, “Fair Value Measurements and Disclosures.” FASB ASC 820-10 defines fair
value, and establishes a three-level valuation hierarchy for disclosures of fair
value measurement that enhances disclosure requirements for fair value measures.
The carrying amounts reported in the consolidated balance sheets for receivables
and current liabilities each qualify as financial instruments and are a
reasonable estimate of their fair values because of the short period of time
between the origination of such instruments and their expected realization and
their current market rate of interest. The three levels of valuation hierarchy
are defined as follows:





●
            Level
      1 inputs to the valuation methodology are quoted prices (unadjusted) for
      identical assets or liabilities in active
  markets.





●
            Level
      2 inputs to the valuation methodology include quoted prices for similar
      assets and liabilities in active markets, and inputs that are observable
      for the asset or liability, either directly or indirectly, for
      substantially the full term of the financial
  instrument.





●
            Level
      3 inputs to the valuation methodology are unobservable and significant to
      the fair value measurement.





The
Company’s investments in marketable securities are carried at fair value
totaling $607,835 and $1,957,993 at December 31, 2009 and 2008, respectively.
The Company used Level 1 inputs for its valuation methodology as the securities’
quoted prices are publicly available.


Fair
      Value
              As
      of
              December
      31, 2009
            
            Fair
      Value Measurements at
              December
      31, 2009
              Using
      Fair Value HierarchyAssets
            
            
            
            Level
      1
            Level
      2
            Level
      3Investments
      in marketable securities
            
            $607,860
            
            $607,860
            -
            -





For the
years ended December 31, 2009 and 2008, the Company recognized unrealized net
loss on its trading securities in its statements of operations in the amounts of
$1,774 and $0, respectively.  For the years ended December 31, 2009
and 2008, the Company recognized unrealized gains on its available-for-sale
securities in its statements of stockholders’ equity in the amounts of $5,800
and $108,000, respectively.





The
Company did not identify any other assets or liabilities that are required to be
presented on the balance sheets at fair value in accordance with FASB ASC Topic
815.








F-8
 ValueRich,
Inc.
 Notes to
Financial Statements
 For the
Year Ended December 31, 2009 and 2008


Revenue
Recognition





For
revenue from product sales, the Company recognizes revenue in accordance with
ASC Topic 605, “Revenue Recognition”. Revenue is recognized at the date of
shipment to customers, the price is fixed or determinable, the delivery is
completed, no other significant obligations of the Company exist and
collectability is reasonably assured.  Provisions for discounts and
rebates to customers, estimated returns and allowances, and other adjustments
are provided for in the same period the related sales are recorded. We defer any
revenue for which the product has not been delivered or is subject to refund
until such time that we and the customer jointly determine that the product has
been delivered or no refund will be required. Payments received in advance are
deferred until the product is delivered or service is rendered.





In 2008,
the Company has focused on the transition from its old line of financial media
products including the ValueRich financial Expos and the ValueRich Magazine to
web-based products such as www.WallStreetHDTV.com, the second generation of
www.iValueRich.com and www.ValueRichTV.com,
which was launched during the quarter ended June 30, 2009.  The
Company has not earned any revenue from its old line of financial media products
during the year ended December 31, 2009.





For the
year ended December 31, 2008, we entered into two consulting agreements to
assist foreign-based companies in managing their financial statement reporting,
regulatory and compliance issues in the United States.  During 2009,
we continued to assist these companies in managing their financial statement
reporting.  We do not recognize revenue on its consulting business
until persuasive evidence of an arrangement exists, delivery has occurred (we
have performed according to the terms of the consulting agreement), the selling
price is fixed and determinable, and collectability is reasonably
assured.





Income
Taxes





Income
taxes are provided based upon the asset and liability method of accounting in
accordance with ASC Topic 740 “Income Taxes”.  The Company is required
to compute deferred income tax assets for net operating losses carried forward.
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 realized or settled. The effect of a change in
tax rates on deferred tax assets and liabilities is recognized in income in the
period that includes the enactment date.  The realization of deferred
tax assets is assessed throughout the year and a valuation allowance is recorded
if necessary to reduce net deferred tax assets to the amount more likely than
not to be realized. The potential benefits of net operating losses (“NOLs”) have
not been recognized in these financial statements because the Company cannot be
assured it is more likely than not it will utilize the net operating losses
carried forward in future years.





The
Company has an NOL carry forward for income tax reporting purposes that may be
offset against future taxable income. Current tax laws limit the amount of loss
available to be offset against future taxable income when a substantial change
in ownership occurs. Accordingly, the amount available to offset future taxable
income may be limited. No tax benefit has been reported in the financial
statements, because the Company is uncertain if they will ever be in a position
to utilize the NOL carry forward. Accordingly, the potential tax benefits of the
loss carry forward are offset by a valuation allowance of the same
amount.





The
Company is current in its filing of federal income tax returns. The Company
believes that the statutes of limitations for its federal income tax returns are
open for years after 2004. The Company is not currently under examination by the
Internal Revenue Service or any other taxing authority.









F-9


The
Company ’s
practice is to recognize interest accrued related to unrecognized tax benefits
in interest expense and penalties in operating expenses.  At December
31, 2009 and December 31, 2008, the Company had no accrued interest or
penalties.





Basic and Diluted Losses Per
Share





Earnings
per share is calculated in accordance with the ASC Topic 260, “Earnings Per
Share.”  Basic earnings per share is based upon the weighted average
number of common shares outstanding. Diluted earnings per share is based on the
assumption that all dilutive convertible shares and stock options were converted
or exercised. Dilution is computed by applying the treasury stock method. Under
this method, options and warrants are assumed to be exercised at the beginning
of the period (or at the time of issuance, if later), and as if funds obtained
thereby were used to purchase common stock at the average market price during
the period. All dilutive securities were excluded from the diluted loss per
share due to the anti-dilutive effect.





As of
December 31, 2009 and 2008, the following potential dilutive shares were
excluded from diluted loss per share for all periods presented because of their
anti-dilutive effect.




December 31,
      2009
            
            December 31,
      2008Options
            100,000
            
            
            100,000Warrants
            1,235,715
            
            
            1,185,715Convertible
      notes
            67,000
            
            
            67,000Total
            1,402,715
            
            
            1,352,715




Stock-Based
Compensation





The
Company records stock-based compensation in accordance with ASC Topic 718,
“Compensation – Stock Compensation.”  ASC 718 requires companies to
measure compensation cost for stock-based employee compensation at fair value at
the grant date and recognize the expense over the employee’s requisite service
period. Under ASC 718, the Company’s volatility is based on the historical
volatility of the Company’s stock or the expected volatility of similar
companies. The expected life assumption is primarily based on historical
exercise patterns and employee post-vesting termination behavior. The risk-free
interest rate for the expected term of the option is based on the U.S. Treasury
yield curve in effect at the time of grant.





The
Company uses the Black-Scholes option-pricing model which was developed for use
in estimating the fair value of options. Option-pricing models require the input
of highly complex and subjective variables including the expected life of
options granted and the Company’s expected stock price volatility over a period
equal to or greater than the expected life of the options. Because changes in
the subjective assumptions can materially affect the estimated value of the
Company’s employee stock options, it is management’s opinion that the
Black-Scholes option-pricing model may not provide an accurate measure of the
fair value of the Company’s employee stock options. Although the fair value of
employee stock options is determined in accordance with ASC 718 using an
option-pricing model, that value may not be indicative of the fair value
observed in a willing buyer/willing seller market transaction.





The
Company recognizes in the statement of operations the grant-date fair value of
stock options and other equity-based compensation issued to employees and
non-employees.





F-10
 ValueRich,
Inc.
 Notes to
Financial Statements
 For the
Year Ended December 31, 2009 and 2008


Reclassification





Certain
reclassifications have been made to the 2008 financial statements to conform to
the 2009 financial statement presentation. These reclassifications had no effect
on net income or cash flows as previously reported.





Recent
Pronouncements





On July
1, 2009, the Company adopted Accounting Standards Update (“ASU”) No.
2009-01, “Topic 105 - Generally Accepted Accounting Principles - amendments
based on Statement of Financial Accounting Standards No. 168, “The FASB
Accounting Standards CodificationTM and the Hierarchy of Generally Accepted
Accounting Principles” (“ASU No. 2009-01”).  ASU No. 2009-01
re-defines authoritative GAAP for nongovernmental entities to be only comprised
of the FASB Accounting Standards CodificationTM (“Codification”) and, for SEC
registrants, guidance issued by the SEC.  The Codification is a
reorganization and compilation of all then-existing authoritative GAAP for
nongovernmental entities, except for guidance issued by the SEC.  The
Codification is amended to effect non-SEC changes to authoritative
GAAP.  Adoption of ASU No. 2009-01 only changed the referencing
convention of GAAP in Notes to the Consolidated Financial
Statements.





In
October 2009, the FASB issued an Accounting Standards Update
("ASU") regarding accounting for own-share lending arrangements in
contemplation of convertible debt issuance or other financing.  This
ASU requires that at the date of issuance of the shares in a share-lending
arrangement entered into in contemplation of a convertible debt offering or
other financing, the shares issued shall be measured at fair value and be
recognized as an issuance cost, with an offset to additional paid-in capital.
Further, loaned shares are excluded from basic and diluted earnings per share
unless default of the share-lending arrangement occurs, at which time the loaned
shares would be included in the basic and diluted earnings-per-share
calculation.  This ASU is effective for fiscal years beginning on or
after December 15, 2009, and interim periods within those fiscal years for
arrangements outstanding as of the beginning of those fiscal years. The Company
is currently evaluating the impact of this ASU on its consolidated financial
statements.





On
December 15, 2009, the FASB issued ASU No. 2010-06 Fair Value Measurements and
Disclosures Topic 820 “Improving Disclosures about Fair Value
Measurements”.  This ASU requires some new disclosures and clarifies
some existing disclosure requirements about fair value measurement as set forth
in Codification Subtopic 820-10. The FASB’s objective is to improve these
disclosures and, thus, increase the transparency in financial
reporting.  The adoption of this ASU will not have a material impact
on the Company’s consolidated financial statements.





Note 3 – Consulting
Agreement with Bodisen Biotech





Effective
July 1, 2008 and continuing for a period of 2 years, the Company has been
engaged to perform strategic business consulting services to Bodisen Biotech. As
compensation for the consulting services, Bodisen Biotech has agreed to the
following:





(a)
            Issue
      to the Company 400,000 shares of Bodisen Biotech common stock up
      front;


(b)
            Issue
      to the Company options to purchase 400,000 shares of its common stock. The
      options will be exercisable at $0.70 per share and will have an exercise
      period of 5 years;


(c)
            Pay
      the Company $10,000 per month for the 24-month consulting
      period.









F-11


The
Company has also recorded $60,000 in marketable securities for the 400,000
shares received on September 18, 2008. The marketable securities have been
classified as available-for-sale. These securities are carried at fair value
with unrealized gains and losses, net of deferred income taxes, reported as
accumulated other comprehensive income (loss), a separate component of
stockholder's equity. (See Note 4)





The
Company has valued the options received under the consulting agreement using the
Black-Scholes option pricing model. The option exercise price is $0.70 per
share. The fair value of the options was re-valued at December 31, 2008 at
$33,840 using the following assumptions:  term of 2.5 years, a
risk free interest rate of 2.05%, a dividend yield of 0% and volatility
of 151%. Management has performed an analysis and determined the options
are impaired at December 31, 2008, and therefore the Company has recorded a 100%
allowance against the value of the options.





For the
year ended December 31, 2009 and 2008, the Company has recognized $57,500 and
$60,000, respectively, less wire fees, in consulting revenues relating to the
cash component of its consulting compensation.





Note
4 – Marketable Securities





The Company’s marketable
securities consist of trading and available-for-sale securities, all of which
are classified as marketable securities and are carried at their fair value
based on the quoted market prices of the securities at December 31,
2009.  Net unrealized gains and losses on trading securities
are included in net earnings.  Available-for sale securities are
carried at fair value with unrealized gains and losses, net of deferred income
taxes, reported as accumulated other comprehensive income (loss), a separate
component of stockholder's equity.  The investment in the
available-for-sale securities has been valued at $28,800 at December 31, 2009,
and accordingly a $5,800 net unrealized gain has been recognized in accumulated
other comprehensive income at December 31, 2009 in the accompanying balance
sheets.  Realized gains and losses on trading and available-for-sale
securities are included in net earnings in the period earned or
incurred.  For purpose of determining realized gains and losses, the
cost of securities sold is based on specific identification.
 
 The composition of marketable
securities, classified as current assets, is as follows at December 31,
2009 and December 31, 2008.
    F-12
  December
      31, 2009Gross
      Unrealized
                
                
                Gross
      UnrealizedCost
                
                
                Gains
                
                
                Losses
                
                
                Fair
      ValueAvailable-for-sale
      securities
                
                $
                23,000
                
                $
                10,800
                
                $
                (5,000)
                
                $
                28,800Mutual
      Funds
                
                
                438,104
                
                
                87,740
                
                
                -
                
                
                525,844Common
      Stock
                
                
                26,574
                
                
                26,642
                
                
                -
                
                
                53,216Total
      marketable securities
                
                $
                487,678
                
                $
                125,182
                
                $
                (5,000)
                
                $
                607,860December
      31, 2008Gross
      Unrealized
                
                
                Gross
      UnrealizedCost
                
                
                Gains
                
                
                Losses
                
                
                Fair
      ValueAvailable-for-sale
      securities
                
                $
                60,000
                
                $
                108,000
                
                $
                -
                
                $
                168,000Mutual
      Funds
                
                
                1,249,431
                
                
                97,927
                
                
                (15,787)
                
                
                1,331,571Common
      Stock
                
                
                421,497
                
                
                41,303
                
                
                (4,378)
                
                
                458,422Total
      marketable securities
                
                $
                1,730,928
                
                $
                247,230
                
                $
                (20,165)
                
                $
                1,957,993
 Investment
income for the years ended December 31, 2009 and 2008 consists of the
following:
 Year
      Ended December 31,2009
                  
                  2008Gross realized gains
      from sale of trading securities
                  
                  $
                  177,545
                  
                  $
                  281,551Gross realized
      losses from sale of trading securities
                  
                  
                  (94,881
                  )
                  
                  (31,860
                  )Gross realized gains
      from sale of available-for-sale securities
                  
                  
                  14,000
                  
                  
                  -Dividend and
      interest income
                  
                  
                  76,374
                  )
                  
                  64,446New unrealized
      holding gain
                  
                  
                  (1,774
                  )
                  
                  119,006Net investment
      income
                  
                  $
                  171,264
                  
                  $
                  433,143


Management
evaluates securities for other-than-temporary impairment at least on a yearly
basis, and more frequently when economic or market conditions warrant such
evaluation. Consideration is given to the length of time and amount of the loss
relative to cost, the nature and financial condition of the issuer and the
ability and intent of the Company to hold the investment for a time sufficient
to allow any anticipated recovery in fair value. There were no securities with
unrealized losses which management considers to be other-than-temporary
impairments at December 31, 2009 or 2008.
    Proceeds
from the sale of investments in trading securities during 2009 and 2008 were
$2,221,271 and $0, respectively. As of December 31,
2009 and 2008, the Company had no significant concentration of market risk
related to investments.


F-13
 ValueRich,
Inc.
 Notes to
Financial Statements
 For the
Year Ended December 31, 2009 and 2008


Note
5 – Property and Equipment





Property
and equipment consisted of the following at December 31, 2009 and
2008:







December
      31,2009
            
            December
      31,2008Building
            $
            225,682
            
            
            $
            -Computers and
      equipment
            
            140,848
            
            
            
            31,859Furniture and
      fixtures
            
            33,427
            
            
            
            29,366Leasehold
      improvements
            
            89,875
            
            
            
            82,257Website
            
            71,745
            
            
            
            55,140561,577
            )
            
            
            198,622Accumulated
      depreciation
            
            (136,641
            )
            
            
            (85,075
            )Fixed assets,
      net
            $
            424,936
            
            
            
            113,547







Depreciation
expense for the year ended December 31, 2009 and 2008 amounted to $51,565 and
$40,859, respectively.





Note
6 – Accounts Payable and Accrued Expenses





Accrued
expenses and other liabilities at December 31, 2009 and 2008 were comprised of
the following:








2009
            
            2008Accounts
      payable
            $
            158,119
            
            $
            216,252Accrued
      interest
            
            7,500
            
            
            6,000Other
      accrued expenses
            
            14,400
            
            
            18,505Total
            $
            180,019
            
            $
            240,757





Note
7 - Operating Lease and Other Commitments





In
January 2009, the Company entered into a one year lease agreement with Joseph C.
Visconti, CEO and President, to lease a 1,750 square foot office facility for
$3,190 per month ($38,280 per year) commencing January 1, 2009 and terminating
on December 31, 2009.  The Company has renewed the lease for the 2010
for one year.  As of December 31, 2009 and 2008, rent expense was
$38,280 and $36,000, respectively.





F-14
 ValueRich,
Inc.
 Notes to
Financial Statements
 For the
Year Ended December 31, 2009 and 2008


Note
8 - Debt





The
Company’s debt at December 31, 2009 and 2008 is detailed as
follows:





2009
              
              2008Shareholders
      Notes Payable:Notes
      payable to an individual 10% interest accrued, Issued 12/03, Matures
      5/09
              -
              
              9,500Convertible
      Notes Payable:Note
      payable to an individual 6% interest accrued, Issued 10/04, convertible
      Matured 12/07 (in default)
              25,000
              
              25,000
  In
addition to the information stated above, other material terms of the
convertible debt instruments include: 1) a conversion price of $0.60 per share;
2) a debt penalty to include the issuance of additional shares upon conversion
totaling 10% of the shares into which the note may convert if the Company’s
shares are not listed for public trading on or before October 1, 2004; 3) a debt
penalty to include the issuance of additional shares upon conversion totaling
15% of the shares into which the note may convert if the Company’s shares are
not listed for public trading on or before December 31, 2004 and 4) a warrant to
purchase the same number of shares into which the original principal amount
could be converted at an exercise price of $2.00 per share.  As the
convertible note payable is in default at December 31, 2009, the Company has
classified the note as short-term in its accompanying balance
sheets.





The
Company has adopted FASB ASC 470-20 “Debt – Debt with Conversion and
Other Options.” During 2004 and 2005 we incurred debt with a conversion
feature that provides for a rate of conversion, but with no trading market value
there was no beneficial conversion feature to record.





The
Company repaid $9,500 and $25,000 of its shareholder notes payable in cash
during the years ended December 31, 2009 and 2008, respectively.





Note
9 – Equity





On March
31, 2008, the Company issued 290,000 shares of its common stock to four
consultants for strategic, financial and business consulting services performed
in 2008.





On
September 30, 2008, the Company canceled 25,000 shares of its common stock
issued in 2007 for software development services related to its intangible
asset.





On
October 1, 2008, the Company issued 128,128 shares of common stock and 50,000
warrants (see Note 12) in repayment of a convertible note payable with a face
amount of $25,000.





On April
29, 2009, the Company had purchased and retired 12,546 shares of its own common
stock for $3,498.  In August 2008, we implemented a stock repurchase
program for up to $400,000 shares of our common stock on the open
market.





F-15
 ValueRich,
Inc.
 Notes to
Financial Statements
 For the
Year Ended December 31, 2009 and 2008


Note
10 — Warrants and Deferred Financing costs





The
following table summarizes the changes in warrants outstanding and the related
prices for the shares of the Company’s common stock issued to non-employees of
the Company. These warrants were granted in connection with the convertible
shareholder notes payable and for consulting services.





A summary
of warrant activity for the years ended December 31, 2009 and 2008 is presented
below:










WeightedWeighted
            
            
            Average
            
            AggregateAverage
            
            
            Remaining
            
            IntrinsicNumber of
            
            Exercise
            
            
            Contractual
            
            ValueWarrants
            
            Price
            
            
            Life
      (in years)
            
            (000)Outstanding,
      January 1, 2008
            
            2,376,494
            
            $
            2.00
            
            
            
            0.37
            
            
            $
            -Granted
            
            200,000
            
            
            0.55Exercised
            
            -
            
            
            -Expired
            
            (1,390,779)
            
            
            1.89Outstanding,
      December 31, 2008
            
            1,185,715
            
            
            1.61
            
            
            
            2.59
            
            
            
            -Exercisable,
      December 31, 2008
            
            1,185,715
            
            
            1.61
            
            
            
            2.59
            
            
            
            -Outstanding,
      January 1, 2009
            
            1,185,715
            
            
            1.61
            
            
            
            2.59
            
            
            
            -Granted
            
            50,000
            
            
            0.25Exercised
            
            -
            
            
            -Expired
            
            -
            
            
            -Outstanding,
      December 31, 2009
            
            1,235,715
            
            
            1.55
            
            
            
            1.82
            
            
            
            13Exercisable,  December 31,  2009
            
            1,235,715
            
            $
            1.55
            
            
            
            1.82
            
            
            $
            13


The
aggregate intrinsic value in the table above is before applicable income taxes
and is calculated based on the difference between the exercise price of the
warrants and the quoted price of the Company’s common stock as of the reporting
date.
 
 A summary
of the status of unvested warrants as of December 31, 2009 and changes during
the period then ended, is presented below:
 
   F-16
 Warrants
      Outstanding
              
              
              Warrants
      ExercisableExercise
                Price
              
              
              Number
                of
      Shares
              
              
              Weighted
                Average
                Remaining
                Life
      (Years)
              
              
              Weighted
                Average
                Exercise
                Price
              
              
              Nuimber
                of
      Shares
              
              
              Weighted
                Average
                Exercise
                Price$
              0.25
              
              
              
              50,000
              
              
              
              1.21
              
              
              $
              0.25
              
              
              
              50,000
              
              
              $
              0.250.35
              
              
              
              100,000
              
              
              
              1.88
              
              
              
              0.35
              
              
              
              100,000
              
              
              
              0.350.50
              
              
              
              50,000
              
              
              
              1.27
              
              
              
              0.50
              
              
              
              50,000
              
              
              
              0.501.00
              
              
              
              50,000
              
              
              
              3.09
              
              
              
              1.00
              
              
              
              50,000
              
              
              
              1.001.40
              
              
              
              57,143
              
              
              
              1.09
              
              
              
              1.40
              
              
              
              57,143
              
              
              
              1.401.70
              
              
              
              464,286
              
              
              
              1.52
              
              
              
              1.70
              
              
              
              464,286
              
              
              
              1.702.00
              
              
              
              464,286
              
              
              
              1.52
              
              
              
              2.00
              
              
              
              464,286
              
              
              
              2.001,235,715
              
              
              
              
              
              
              
              
              
              
              
              1,235,715


On
February 2, 2008, the Company granted 50,000 warrants to purchase common stock
at $1.00 in connection with consulting services.  The warrants were
valued at $18,270 using the Black-Scholes pricing model with the following
assumptions:  (1) dividend yield of 0%; (2) expected volatility
of 200%; (3) risk-free interest rate of 2.12%, and expected life of 5
years.





On
October 9, 2008, the Company granted 50,000 warrants to purchase common stock at
$1.00 in connection with a settlement of a note payable.  The warrants
were valued at $9,818 using the Black-Scholes pricing model with the following
assumptions:  (1) dividend yield of 0%; (2) expected volatility
of 168%; (3) risk-free interest rate of 2.12%, and expected life of 2.5
years.





On
November 17, 2008, the Company granted 100,000 warrants to purchase common stock
at $0.35 per share in connection with consulting services.  The
warrants were valued at $11,684 using the Black-Scholes pricing model with the
following assumptions:  (1) dividend yield of 0%; (2) expected
volatility of 165%; (3) risk-free interest rate of 2.12%, and expected life
of 3 years.





On
March19, 2009, the Company granted 50,000 warrants to purchase common stock at
$0.25 in connection to consulting services.  The warrants were valued
at $18,395 using the Black-Scholes pricing model with the following
assumptions:  (1) dividend yield of 0%; (2) expected volatility
of 184%; (3) risk-free interest rate of 0.87%, and expected life of 2
years.





The
following table summarizes the changes in Options outstanding and the related
prices for the shares of the Company’s common stock issued to non-employees of
the Company. These options were granted in connection with a joint venture
agreement entered into with Verdund Legal in 2007.  This
joint  venture agreement was terminated in the fourth quarter of 2008.








Options
      Outstanding
            Options
      ExercisableYear
            Exercise
              Price
            Number
              of
      Shares
            Weighted
              Average
              Remaining
              Life
      (Years)
            Weighted
              Average
              Exercise
              Price
            Number
              of
      Shares
            Weighted
              Average
              Exercise
              Price2009
            1.00
            100,000
            1.00
            $1.00
            100,000
            $1.002008
            1.00
            100,000
            2.00
            $1.00
            100,000
            $1.00




F-17


Note
11 – Termination of Agreement with StarLight Investments, LLC





On August
20, 2008, pursuant to a letter agreement (the “Letter Agreement”), the Company
and Starlight Investments, LLC (“StarLight”) terminated  the Stock
Purchase Agreement (the “Agreement”), dated as of May 20, 2008, by and between
the Company and Starlight.





As
reported in the Company’s Report on Form 8-K filed on May 30, 2008, the
Agreement provided that the Company was to acquire all of the outstanding
membership interests of StarLight for $200,000 in cash and 500,000 shares of
common stock of the Company. The sale was to result in StarLight becoming a
wholly-owned subsidiary of the Company.  Closing was subject to
regulatory approvals, which included approval of FINRA and AMEX, and other
customary closing conditions.





The
Company had made best efforts to complete the aforementioned transaction within
the timelines defined in the Agreement.  There were no material
termination penalties incurred by the Company.





Note
12 - Related Party Transactions





The
company leases office space from Mr. Visconti, the Company’s CEO and President.
See Note 7 .





Various
shareholders have made loans to the Company . These
loans are convertible into common stock of the Company at a rate of $0.60 per
share. See Note 8.





Note
13 - Income Taxes





Net
operating losses for tax purposes of approximately $5,128,053 at
December 31, 2009 are available for carryover. We have provided a 100%
valuation allowance for the deferred tax benefit resulting from the net
operating loss carryover.  The net operating losses will expire at
2025.  The Company has provided a 100% valuation allowance for
the deferred tax benefit resulting from the net operating loss carryover due to
their limited operating history.   In addressing the
realizability of deferred tax assets, management considers whether it is more
likely than not that some portion or all of the deferred tax assets will not be
realized.  The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which those temporary differences are deductible.  When we demonstrate
a history of profitable operation we will reduce our valuation allowance at that
time.





A
reconciliation of the provision for (benefit from) income tax expense with
the expected income tax computed by applying the federal statutory income tax
rate to income before provision for (benefit from) income taxes for the
years ended December 31, 2009 and 2008 was as follows:







2009
            
            
            2008Federal income tax
      (benefit) rate
            
            
            -34.0
            %
            
            
            -34.0
            %State tax (benefit),
      net of federal benefit
            
            
            -3.6
            %
            
            
            -3.6
            %Share-based payments
      for services
            
            
            1.1
            %
            
            
            0.0
            %Unrealized gain on
      trading securities
            
            
            0.1
            %
            
            
            0.0
            %Increase in
      valuation allowance
            
            
            36.4
            %
            
            
            37.6
            %Effective income tax
      rate
            
            
            0.0
            %
            
            
            0.0
            %






F-18





The
components of income tax expense are as follows:







2009
            
            
            2008Current federal
      income tax
            
            
            -
            
            
            
            -Current state income
      tax
            
            
            -
            
            
            
            -Deferred
    taxes
            
            
            234,545
            
            
            
            382,201Valuation
      allowance
            
            
            (234,545
            )
            
            
            (382,201
            )-
            
            
            
            -




Significant
components of deferred tax assets and liabilities are as follows:







December
      31,
              2009
            
            
            December
      31,
              2008Deferred tax
      assets:Federal net
      operating loss
            
            $
            1,707,733
            
            
            $
            1,513,945State net operating
      loss
            
            
            292,329
            
            
            
            259,156Share-based paymens
      for services
            
            
            39,019
            
            
            
            32,102Unrealized loss on
      trading security
            
            
            667
            
            
            
            -Valuation
      allowance
            
            
            (1,995,646
            )
            
            
            (1,760,434
            )Total deferred tax
      assets
            
            
            44,102
            
            
            
            44,769Deferred tax
      liabilities:Unrealized
      gain
            
            
            (44,102
            )
            
            
            (44,769
            )Total deferred tax
      asset liabilities
            
            
            (44,102
            )
            
            
            (44,769
            )Net deferred tax
      asset (liability)
            
            $
            -
            
            
            $
            -





During
the year ended December 31, 2009, the Company did not utilize its federal net
operating loss carry-forwards.





The
Company adopted adopted ASC Topic 740 on January 1, 2007.  There were
no unrecognized tax benefits as of the date of adoption and there are no
unrecognized tax benefits included in the balance sheet at December 31, 2009,
that would, if recognized, affect the effective tax rate.




F-19





Note
14 – Subsequent Events





On
January 20, 2010, the Company’s wholly owned subsidiary, VR Preserve
Development, LLC (the “VR P”), acquired certain assets related to the Tesoro
Preserve Development located in Port St. Lucie, Florida, (“the Development”)
from an unaffiliated third party.  Included in the asset purchase was
six (6) waterfront single-family residential lots, seventy-six (76) single
family residential lots, approximately seven (7) acre commercially zoned parcel,
and certain related Appurtenances, Improvements, Personal Property, Intangible
Property, Assigned Agreements, Leases, Interests as Declarant under the Master
Declaration, and Association Rights as defined in the Contract for Sale and
Purchase (Tesoro Preserve) (the “Contact”) dated December 31, 2009 between
Ginn-La Wilderness Ltd., LLL and Seaboard Home Building, Corp. (the “Assignor”),
which was assigned to VR P pursuant to an Assignment of Contract (the
“Assignment”) that it entered into with the Assignor.   As
Declarant of the Development, the VR P has the right to require homebuilders to
enter into Developer’s Homebuilding Royalty Agreements with the VR P entitling
the VR P to certain development fees as defined in the agreements.  As
consideration for the acquisition, the VR P paid $250,000 in
cash.  With the
purchase of the Tesoro Preserve Development assets, the Company has gained
control over a $1.4 million receivable owed to the Tesoro Preserve Development
Property Owners Association (“POA”) resulting from unpaid POA fees from many of
the 440 property owners within the development.





The
Assignment provides that the VR Preserve, the Company’s wholly owned
subsidiary  will have complete management control and receive all
proceeds from the sale of the lots described above and obligates the VR Preserve
to fund all monies required to be paid and expended under the Contract,
including the expenses described under the Contract. The Assignment also
provides that VR Preserve will pay the Assignor its due diligence expenses
incurred to date, $135,000 at closing and that the Assignor will receive 600,000
shares of the Company’s common stock.  In addition, the Assignor will
retain control of the builder’s program, have the exclusive right to do the
infrastructure work that remains to be completed at Tesoro Preserve and will and
equally split any royalties with the VR Preserve.





As
additional consideration for the purchase, the VR Preserve entered into a
Development Agreement under which it agreed to complete certain development work
as defined in the Development Agreement, including construction of a social
club, installation of infrastructure, and the design and construction of an
entrance to the Development.  As required by the Development
Agreement, the VR Preserve deposited approximately $1,400,000 that was lent to
it from the Company with an escrow agent representing the estimated costs to
complete the work under the Development Agreement.





On
February 10, 2010, the Company entered into a one year promissory note agreement
with a non-related party in the amount $200,000.  The note bears an
interest rate of 6% with monthly interest only payments commencing on March 10,
2010, and is due on February 10, 2011, or when the
Company raises a minimum of $1,500,000 of investor capital whichever transpires
first.  Upon occurrence of an event of default the principal and any
accrued or unpaid interest is immediately due.