UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549





FORM
10-K





x ANNUAL REPORT UNDER SECTION 13 OR 15
(D) OF THE SECURITIES EXCHANGE ACT OF 1934:




FOR THE FISCAL YEAR ENDING DECEMBER 31,
2008




o TRANSITION REPORT UNDER SECTION 13 OR
15 (d) OF THE EXCHANGE


ACT
OF 1934




For the
transition period from _________ through _________





INTER-CON/PC,
INC.





(Name of
small business in its charter)





Minnesota
            41-1853972(State
      or other jurisdiction of incorporation)
            (IRS
      employer ID Number)





1350
Broadway, 11th Floor


New
York, New York 10018


(212)
216-8000


(Address
and Telephone Number including area code


of
registrant’s principal executive offices)





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





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





Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will 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. Yes  o  No  x





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





State
issuer’s revenues for its most recent fiscal year.  $0.00





As of
November 16, 2009, the aggregate market value of the shares of common stock held
by non-affiliates (computed by reference to the most recent offering price of
such shares) was $0.00





As of
November 16, 2009, there were 1,930,726 shares of common stock issued and
outstanding.





Transitional
Small Business Disclosure Format (Check one): Yes  o  No  x










TABLE OF CONTENTS





PART
      IItem
      1.
            
            Description of Business
            1Item
      1A.
            
            Risk Factors
            4Item
      2.
            
            Description of Properties
            10Item
      3.
            
            Legal Proceedings
            10Item
      4.
            
            Submission of Matters to a Vote of Security
      Holders
            10PART
      IIItem
      5.
            
            Market for the Registrant’s Common Equity, Related
      Stockholder Matters and Issuer Purchases of Equity
      Securities
            10Item
      6.
            
            Selected Financial Data
            11Item
      7.
            
            Management’s Discussion and Analysis of Plan of
      Operation
            11Item
      7A.
            
            Quantitative and Qualitative Disclosures About Market
      Risk
            12Item
      8.
            
            Financial Statements
      and Supplementary Data
            12Item
      9.
            
            Changes in and Disagreements with Accountants on Accounting
      and Financial Disclosure
            12Item
      9A.
            
            Controls and Procedures
            13PART
      IIIItem
      10.
            
            Directors, Executive Officers, Promoters and Control
      Persons, Compliance with Section 16(A) of the Exchange
      Act.
            14Item
      11.
            
            Executive Compensation
            15Item
      12.
            
            Security Ownership of Certain
      Beneficial Owners and Management and Related Stockholder
      Matters
            16Item
      13.
            
            Certain Relationships and Related Transactions and Director
      independence
            17Item
      14.
            
            Principal Accountant Fees and Services
            17PART
      IVItem
      15.
            
            Exhibits, Financial Statement Schedules
            18SIGNATURES
            19


Table of Contents


PART
I





ITEM 1. DESCRIPTION OF BUSINESS





Special
Cautionary Notice Regarding Forward-Looking Statements





This
Report contains statements that constitute forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, (the
“Securities Act”) and the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). Various matters discussed in this document and in documents
incorporated by reference herein, including matters discussed under the caption
“Plan of Operation,” may constitute forward-looking statements for purposes of
the Securities Act and the Exchange Act. These statements are based on many
assumptions and estimates and are not guarantees of future performance and may
involve known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of Inter-Con/PC, Inc. (the
“Company” or “Inter-Con”) to be materially different from future results,
performance or achievements expressed or implied by such forward-looking
statements. The words “expect,” “anticipate,” “intend,” “plan,” “believe,”
“seek,” “estimate,” and similar expressions are intended to identify such
forward-looking statements. The Company’s actual results may differ materially
from the results anticipated in these forward-looking statements due to a
variety of factors, including, without limitation:





Overview





References
in this Report to "Inter-Con," "we," "our," "us," and the "Registrant" refer to
Inter-Con/PC, Inc.




Inter-Con/PC,
Inc. was incorporated as Infopac Systems, Inc., a Minnesota corporation on June
17, 1996 for the purpose of developing and marketing certain computer products
for the consumer electronics and telecommunications industries.  On
June 8, 1999, Infopac Systems, Inc. acquired all of the issued and outstanding
shares of the common stock of Inter-Con/PC, Inc. through a statutory merger of
Inter-Con/PC, Inc. into Infopac Systems, Inc. Immediately after the merger,
Infopac Systems, Inc., changed its name to Inter-Con/PC, Inc.





As of
April 1, 2001, the Company has ceased operations and currently has no assets.
The Company does not have any credit facilities or other commitments for debt or
equity financing. The Company is currently actively seeking merger and business
opportunities.





In
February 2006, Emmanuel Strategic Partners, Inc. acquired approximately 78% of
the voting capital stock of the Company and redirected its business plan to seek
merger partners and other business opportunities.  On April 17, 2006,
the Company effectuated a reverse spilt of its Common Stock on a one for one
hundred (1:100) basis.  The Company filed an additional amendment to
its Articles of Incorporation to effectuate a second reverse split on a one for
one hundred (1:100) basis, but rescinded this event before taking effect in the
market by effectuating a forward split on a one hundred for one (100:1)
basis.





On
October 21, 2008, the Company accepted an offer of settlement with the U.S.
Securities and Exchange Commission in connection with an Order Instituting
Administrative Proceeding (“IAP”) pursuant to Section 12(j) of the Securities
and Exchange Act of 1934, as amended (the “Exchange Act”).  The IAP
was instituted since the Company’s prior management had been deficient in
complying with the Company’s obligations under the Exchange Act for several
years.  Thereafter, the Company consented to the deregistration of all
of its securities pursuant to Section 12(j) of the Exchange Act which, in part,
prohibits broker dealers from effecting transactions in the Company’s securities
until the securities are registered.  Accordingly, the Company filed a
Registration Statement on Form 10 on February 11, 2009, as amended, to all of
its shareholders to enter into public sales of their shares of the Company
Securities.




As a
result of the Company’s failure to comply with the requirements applicable to a
company with a class of securities under Section 12(g), including failure to
file periodic reports under Section 13(a) the Commission instituted proceedings
against the Company pursuant to Section 12(j) of the Exchange
Act.  Since its Form 10-QSB for the period ending March 31, 2001 until
May 7, 2008, the company failed to file any reports with the
Commission.  On September 19, 2008, September 22, 2008 and September
23, 2008, the Issuer filed reports on Form 10-QSB, 10-QSB/A and 10-QSB,
respectively.  Since these reports were insufficient to cure the
Company’s reporting deficiencies, the company consented to the deregistration of
its securities pursuant to Section 12(j) on October 22, 2008.


1
 Table of Contents


As a
result of such deregistration, in addition to having failed to provide adequate
public information to its shareholders via the Commission’s Edgar database, the
Company’s shareholders are unable to publicly sell shares of the Company’s
Common Stock through the use of a broker or dealer until such time as the
Company files a registration statement to avail itself of the reporting
requirements of the Exchange Act.





As
described below, the Company is currently active in seeking merger and business
opportunities with the objective to acquire, or merge with an operating
business. We are a development stage business and have had limited revenues
since our formation. There is currently no public market for our common
stock.





Business
of the Registrant.





We are,
based on proposed business activities, a “blank check” company. The U.S.
Securities and Exchange Commission (the “SEC”), defines those companies as “any
development stage company that is issuing a penny stock, within the meaning of
Section 3 (a)(51) of the Exchange Act, and that has no specific business plan or
purpose, or has indicated that its business plan is to merge with an
unidentified company or companies.” Under the SEC Rule 12b-2 under the
Securities Act, we also qualify as a “shell company,” because we have no or
nominal assets (other than cash) and no or nominal operations. Many states have
enacted statutes, rules and regulations limiting the sale of securities of
"blank check" companies in their respective jurisdictions. Management does not
intend to undertake any efforts to cause a market to develop in our securities,
either debt or equity, until we have successfully concluded a business
combination. We intend to comply with the periodic reporting requirements of the
Exchange Act for so long as we are subject to those requirements.





Our
current business is to investigate and, if such investigation warrants, acquire
a target company or business seeking the perceived advantages of being a
publicly held corporation. Our principal business objective for the next 12
months and beyond such time will be to achieve long-term growth potential
through a combination with a business rather than immediate, short-term
earnings. We will not restrict our potential candidate target companies to any
specific business, industry or geographical location and, thus, may acquire any
type of business.





The
analysis of new business opportunities will be undertaken by or under the
supervision of our officers and directors. We have unrestricted flexibility in
seeking, analyzing and participating in potential business opportunities. In our
efforts to analyze potential acquisition targets, we will consider the following
kinds of factors:




·
            Potential
      for growth, indicated by new technology, anticipated market expansion or
      new products;





·
            Competitive
      position as compared to other firms of similar size and experience within
      the industry segment as well as within the industry as a
      whole;





·
            Potential
      for growth, indicated by new technology, anticipated market expansion or
      new products;





·
            Competitive
      position as compared to other firms of similar size and experience within
      the industry segment as well as within the industry as a
      whole;





·
            Strength
      and diversity of management, either in place or scheduled for
      recruitment;





·
            Capital
      requirements and anticipated availability of required funds, to be
      provided by us or from operations, through the sale of additional
      securities, through joint ventures or similar arrangements or from other
      sources;





·
            The
      cost of participation by us as compared to the perceived tangible and
      intangible values and potentials;





·
            The
      extent to which the business opportunity can be
  advanced;


2
 Table of Contents


·
            The
      accessibility of required management expertise, personnel, raw materials,
      services, professional assistance and other required items;
      and





·
            Other
      relevant factors




In
applying the foregoing criteria, no one of which will be controlling, management
will attempt to analyze all factors and circumstances and make a determination
based upon reasonable investigative measures and available data. Potentially
available business opportunities may occur in many different industries, and at
various stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex. Due to our limited capital available for investigation, we may not
discover or adequately evaluate adverse facts about the opportunity to be
acquired.





There are
certain perceived benefits to being a reporting company with a class of
publicly-traded securities. These are commonly thought to include the
following:





·
            The
      ability to use registered securities to make acquisitions of assets or
      businesses;





·
            Increased
      visibility in the financial
community;





·
            The
      facilitation of borrowing from financial
  institutions;





·
            Improved
      trading efficiency;





·
            Shareholder
      liquidity;





·
            Greater
      ease in subsequently raising
capital;





·
            Compensation
      of key employees through stock options for which there may be a market
      valuation;





·
            Enhanced
      corporate image; and





·
            A
      presence in the United States capital
markets.





The
manner in which the Registrant participates in an opportunity will depend upon
the nature of the opportunity, the respective needs and desires of the
Registrant and the promoters of the opportunity, and the relative negotiating
strength of the Registrant and such promoters.





It is
likely that the Registrant will acquire its participation in a business
opportunity through the issuance of common stock or other securities of the
Registrant. Although the terms of any such transaction cannot be predicted, it
should be noted that in certain circumstances the criteria for determining
whether or not an acquisition is a so-called "tax free" reorganization under
Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code"),
depends upon whether the owners of the acquired business own 80% or more of the
voting stock of the surviving entity. If a transaction were structured to take
advantage of these provisions rather than other "tax free" provisions provided
under the Code, all prior stockholders would in such circumstances retain 20% or
less of the total issued and outstanding shares of the surviving entity. Under
other circumstances, depending upon the relative negotiating strength of the
parties, prior stockholders may retain substantially less than 20% of the total
issued and outstanding shares of the surviving entity. This could result in
substantial additional dilution to the equity of those who were stockholders of
the Registrant prior to such reorganization.





The
present stockholders of the Registrant will likely not have control of a
majority of the voting shares of the Registrant following a reorganization
transaction. As part of such a transaction, all or a majority of the
Registrant's directors may resign and new directors may be appointed without any
vote by stockholders.


3
 Table of Contents


In the
case of an acquisition, the transaction may be accomplished upon the sole
determination of management without any vote or approval by stockholders. In the
case of a statutory merger or consolidation directly involving the Registrant,
it will likely be necessary to call a stockholders' meeting and obtain the
approval of the holders of a majority of the outstanding shares. The necessity
to obtain such stockholder approval may result in delay and additional expense
in the consummation of any proposed transaction and will also give rise to
certain appraisal rights to dissenting stockholders. Most likely, management
will seek to structure any such transaction so as not to require stockholder
approval.





It is
anticipated that the investigation of specific business opportunities and the
negotiation, drafting and execution of relevant agreements, disclosure documents
and other instruments will require substantial management time and attention and
substantial cost for accountants, attorneys and others. If a decision is made
not to participate in a specific business opportunity, the costs theretofore
incurred in the related investigation would not be recoverable. Furthermore,
even if an agreement is reached for the participation in a specific business
opportunity, the failure to consummate that transaction may result in the loss
to the Registrant of the related costs incurred.





We
presently have no employees apart from our management. All of our officers and
directors are engaged in outside business activities and anticipate that they
will devote to our business very limited time until the acquisition of a
successful business opportunity has been identified. We expect no significant
changes in the number of our employees other than such changes, if any, incident
to a business combination.





We
are voluntarily filing this Report with the SEC and we are under no obligation
to do so under the Exchange Act.





·
            We
      are not required to deliver an annual report to security holders, and at
      this time, do not anticipate the distribution of such a
      report.




·
            We
      will file reports with the SEC. We will be a reporting company and will
      comply with the requirements of the Exchange
  Act.





ITEM 1A– RISK FACTORS





This
Report contains forward-looking statements that involve risks and uncertainties.
These statements can be identified by the use of forward-looking terminology
such as “believes,” “expects,” “intends,” “plans,” “may,” “will,” “should,” or
“anticipation” or the negative thereof or other variations thereon or comparable
terminology. Actual results could differ materially from those discussed in the
forward-looking statements as a result of certain factors, including those set
forth below and elsewhere in this Report. The following risk factors should be
considered carefully in addition to the other information in this Report, before
purchasing any of the Company’s securities.





You
should carefully consider the risks described below as well as other information
provided to you in this document, including information in the section of this
document entitled “Special Cautionary Notice Regarding Forward Looking
Statements.” The risks and uncertainties described below are not the only ones
facing the Company. Additional risks and uncertainties not presently known to
the Company or that the Company currently believes are immaterial may also
impair the Company’s business operations. If any of the following risks actually
occur, the Company’s business, financial condition or results of operations
could be materially adversely affected, the value of the Company common stock
could decline, and you may lose all or part of your investment.




Risks Related to Our
Business and Industry





WE WILL NEED SIGNIFICANT ADDITIONAL
CAPITAL, WHICH WE MAY BE UNABLE TO OBTAIN.





Our
capital requirements in connection with our promotional activities and
transition to commercial operations have been and will continue to be
significant. We cannot assure you that our business will generate sufficient
cash flow from operations or that future borrowings will be available to us in
an amount sufficient to enable us to continue our operations, and there can be
no assurance that financing will be available in amounts or on terms acceptable
to us, if at all.


4
 Table of Contents


OUR
INDEPENDENT AUDITORS HAVE EXPRESSED DOUBT ABOUT OUR ABILITY TO CONTINUE AS A
GOING CONCERN, WHICH MAY HINDER OUR ABILITY TO OBTAIN FUTURE
FINANCING.





Our
independent auditors stated that our financial statements were prepared assuming
that we would continue as a going concern. As a result of the going concern
qualification, we may find it much more difficult to obtain financing in the
future, if required.  Further, any financing we do obtain may be on
less favorable terms.  Moreover, if the Company should fail to
continue as a going concern, there is a risk of total loss of any monies
invested in the Company, and it is also possible that, in such event, our
shares, including those registered hereby would be of little or no
value.





AN
INVESTMENT IN THE COMPANY IS HIGHLY SPECULATIVE IN NATURE AND INVOLVES AN
EXTREMELY HIGH DEGREE OF RISK.





Our
proposed business operations will depend to a great extent on the operations,
financial condition and management of the identified target company in a
business combination. While management prefers a business combination with
entities having established operating histories, there can be no assurance that
we will be successful in locating candidates meeting such criteria. In the event
we complete a business combination, of which there can be no assurance, the
success of our operations will be dependent upon management of the target
company and numerous other factors beyond our control.





As a
result of our not yet identifying any assets, property or business that we may
acquire, potential investors in us have virtually no substantive information
upon which to base a decision of whether to invest in us, making an investment
in us with our present and proposed business operations is highly speculative in
nature and involves an extremely high degree of risk. In addition, our present
and proposed business operations are subject to the same risks inherent in any
new and unproven venture, and will include without limitation those types of
risk factors outlined below.





OUR
FUTURE SUCCESS IS HIGHLY DEPENDENT ON THE ABILITY OF MANAGEMENT TO LOCATE AND
ATTRACT A SUITABLE ACQUISITION.




The
nature of our operations is highly speculative and there is a consequent risk of
loss of investment. The success of our plan of operation will depend to a great
extent on the operations, financial condition and management of the identified
business opportunity. While management intends to seek business combination(s)
with entities having established operating histories, we cannot assure that we
will be successful in locating candidates meeting that criterion. In the event
we complete a business combination, the success of our operations may be
dependent upon management of the successor firm or venture partner firm and
numerous other factors beyond our control.





WE
WILL EXPERIENCE SIGNIFICANT COMPETITION FOR THOSE PRIVATE COMPANIES SUITABLE FOR
A MERGER TRANSACTION OF THE TYPE CONTEMPLATED BY MANAGEMENT.




We are in
a highly competitive market for a small number of business opportunities which
could reduce the likelihood of consummating a successful business combination.
We are and will continue to be an insignificant participant in the business of
seeking mergers with, joint ventures with and acquisitions of small private and
public entities. A large number of established and well-financed entities,
including small public companies, venture capital and private equity firms, are
active in mergers and acquisitions of companies that may be desirable target
candidates for us. Nearly all these entities have significantly greater
financial resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.




WE
HAVE CONDUCTED NO MARKET RESEARCH OR IDENTIFICATION OF BUSINESS OPPORTUNITIES,
WHICH MAY AFFECT OUR ABILITY TO IDENTIFY A BUSINESS TO MERGE WITH ORACQUIRE.




We have
neither conducted nor have others made available to us results of market
research concerning prospective business opportunities. Therefore, we have no
assurances that market demand exists for a merger or acquisition as contemplated
by us. Our management has not identified any specific business combination or
other transactions for formal evaluation by us, such that it may be expected
that any such target business or transaction will present such a level of risk
that conventional private or public offerings of securities or conventional bank
financing will not be available. There is no assurance that we will be able to
acquire a business opportunity on terms favorable to us. Decisions as to which
business opportunity to participate in will be unilaterally made by our
management, which may act without the consent, vote or approval of our
stockholders.


5
 Table of Contents


THERE
MAY BE CONFLICTS OF INTEREST BETWEEN OUR MANAGEMENT AND OUR NON-MANAGEMENT
STOCKHOLDERS.





Conflicts
of interest create the risk that management may have an incentive to act
adversely to the interests of other investors. A conflict of interest may arise
between our management’s personal pecuniary interest and its fiduciary duty to
our stockholders. Further, our management’s own pecuniary interest may at some
point compromise its fiduciary duty to our stockholders. In addition, our
officers and directors are currently involved with other blank check companies
and conflicts in the pursuit of business combinations with such other blank
check companies with which they and other members of our management are, and may
be in the future be affiliated with may arise. If we and the other blank check
companies that our officers and directors are affiliated with desire to take
advantage of the same opportunity, then those officers and directors that are
affiliated with both companies would abstain from voting upon the opportunity.
In the event of identical officers and directors, the officers and directors
will arbitrarily determine the company that will be entitled to proceed with the
proposed transaction.




THE
COMPANY HAS PREVIOUSLY FAILED TO COMPLY WITH ITS REPORTING
OBLIGATIONS.





The
Division of Enforcement of the Securities and Exchange Commission commenced an
Order Instituting Proceedings against the Company on September 12, 2008 due to
its failure to file its period reports pursuant to the Securities and Exchange
Act of 1934, as amended.  Accordingly, there can be no assurance that
the Company will be able to comply with the periodic reporting requirements
under the Exchange Act, should the Registration Statement on Form 10, , filed on
February 11, 2009, as amended, be disclosed effective.  In such a
case, shareholders may be unable to publicly resell their shares if another
proceeding is commenced pursuant to Section 12(j) in addition to being unable to
avail themselves to reasonably current public information as is required
pursuant to Rule 144.




OUR
BUSINESS IS DIFFICULT TO EVALUATE BECAUSE WE HAVE NO OPERATING
HISTORY.





As we
have no operating history or revenue and only minimal assets, there is a risk
that we will be unable to continue as a going concern and consummate a business
combination. We have had no recent operating history nor any significant
revenues or earnings from operations since inception. We have no significant
assets or financial resources. We will, in all likelihood, sustain operating
expenses without corresponding revenues, at least until the consummation of a
business combination. This may result in our incurring a net operating loss that
will increase continuously until we can consummate a business combination with a
profitable business opportunity. We cannot assure you that we can identify a
suitable business opportunity and consummate a business
combination.





THERE
IS COMPETITION FOR THOSE PRIVATE COMPANIES SUITABLE FOR A MERGER TRANSACTION OF
THE TYPE CONTEMPLATED BY MANAGEMENT.





We are in
a highly competitive market for a small number of business opportunities which
could reduce the likelihood of consummating a successful business combination.
We are and will continue to be an insignificant participant in the business of
seeking mergers with, joint ventures with and acquisitions of small private and
public entities. A large number of established and well-financed entities,
including small public companies and venture capital firms, are active in
mergers and acquisitions of companies that may be desirable target candidates
for us. Nearly all these entities have significantly greater financial
resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.


6
 Table of Contents


FUTURE
SUCCESS IS HIGHLY DEPENDENT ON THE ABILITY OF MANAGEMENT TO LOCATE AND ATTRACT A
SUITABLE ACQUISITION.





The
nature of our operations is highly speculative and there is a consequent risk of
loss of your investment. The success of our plan of operation will depend to a
great extent on the operations, financial condition and management of the
identified business opportunity. While management intends to seek business
combination(s) with entities having established operating histories, we cannot
assure you that we will be successful in locating candidates meeting that
criterion. In the event we complete a business combination, the success of our
operations may be dependent upon management of the successor firm or venture
partner firm and numerous other factors beyond our control.





THE
COMPANY HAS NO EXISTING AGREEMENT FOR A BUSINESS COMBINATION OR OTHER
TRANSACTION.





We have
no arrangement, agreement or understanding with respect to engaging in a merger
with, joint venture with or acquisition of, a private or public entity. No
assurances can be given that we will successfully identify and evaluate suitable
business opportunities or that we will conclude a business combination.
Management has not identified any particular industry or specific business
within an industry for evaluation. We cannot guarantee that we will be able to
negotiate a business combination on favorable terms, and there is consequently a
risk that funds allocated to the purchase of our shares will not be invested in
a company with active business operations.





MANAGEMENT
INTENDS TO DEVOTE ONLY A LIMITED AMOUNT OF TIME TO SEEKING A TARGET COMPANY
WHICH MAY ADVERSELY IMPACT OUR ABILITY TO IDENTIFY A SUITABLE ACQUISITION
CANDIDATE.





While
seeking a business combination, management anticipates devoting no more than a
few hours per week to the Company’s affairs. Our officers have not entered into
written employment agreements with us and are not expected to do so in the
foreseeable future. This limited commitment may adversely impact our ability to
identify and consummate a successful business combination.





THE
TIME AND COST OF PREPARING A PRIVATE COMPANY TO BECOME A PUBLIC REPORTING
COMPANY MAY PRECLUDE US FROM ENTERING INTO A MERGER OR ACQUISITION WITH THE MOST
ATTRACTIVE PRIVATE COMPANIES.





Target
companies that fail to comply with SEC reporting requirements may delay or
preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
reporting companies to provide certain information about significant
acquisitions, including certified financial statements for the company acquired,
covering one, two, or three years, depending on the relative size of the
acquisition. The time and additional costs that may be incurred by some target
entities to prepare these statements may significantly delay or essentially
preclude consummation of an acquisition. Otherwise suitable acquisition
prospects that do not have or are unable to obtain the required audited
statements may be inappropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable.





THE
COMPANY MAY BE SUBJECT TO FURTHER GOVERNMENT REGULATION WHICH WOULD ADVERSELY
AFFECT OUR OPERATIONS.





Although
we will be subject to the reporting requirements under the Securities Act,
management believes we will not be subject to regulation under the Investment
Company Act of 1940, as amended (the “Investment Company Act”), since we will
not be engaged in the business of investing or trading in securities. If we
engage in business combinations which result in our holding passive investment
interests in a number of entities, we could be subject to regulation under the
Investment Company Act. If so, we would be required to register as an investment
company and could be expected to incur significant registration and compliance
costs. We have obtained no formal determination from the Securities and Exchange
Commission as to our status under the Investment Company Act and, consequently,
violation of the Act could subject us to material adverse
consequences.





ANY
POTENTIAL ACQUISITION OR MERGER WITH A FOREIGN COMPANY MAY SUBJECT US TO
ADDITIONAL RISKS.


7
 Table of Contents


If we
enter into a business combination with a foreign concern, we will be subject to
risks inherent in business operations outside of the United States. These risks
include, for example, currency fluctuations, regulatory problems, punitive
tariffs, unstable local tax policies, trade embargoes, risks related to shipment
of raw materials and finished goods across national borders and cultural and
language differences. Foreign economies may differ favorably or unfavorably from
the United States economy in growth of gross national product, rate of
inflation, market development, rate of savings, and capital investment, resource
self-sufficiency and balance of payments positions, and in other
respects





IF
WE ENGAGE IN FUTURE MERGERS OR ACQUISITIONS, WE WILL INCUR A VARIETY OF COSTS
AND MAY NEVER REALIZE THE ANTICIPATED BENEFITS OF THE ACQUISITION.





If
appropriate opportunities become available, we may attempt to find a merger
candidate, acquire businesses, products or technologies. If we do undertake any
transaction of this sort, the process of merging or integrating an acquired
business, product or technology may result in unforeseen operating difficulties
and expenditures and may absorb significant management attention that would
otherwise be available for ongoing development of our business. Moreover, we may
fail to realize the anticipated benefits of any merger or acquisition. Future
mergers or acquisitions could dilute existing stockholders' ownership interest
in us and could cause us to incur debt, exposing us to future
liabilities.





Risks Relating to Our Common
Stock





THERE
IS CURRENTLY NO TRADING MARKET FOR OUR COMMON STOCK, AND LIQUIDITY OF SHARES OF
OUR COMMON STOCK IS LIMITED.





Our
shares of common stock are not registered under the securities laws of any state
or other jurisdiction, and accordingly there is no public trading market for our
common stock. Further, no public trading market is expected to develop in the
foreseeable future unless and until the Company completes a business combination
with an operating business and the Company thereafter files a registration
statement under the Securities Act. Therefore, outstanding shares of our common
stock cannot be offered, sold, pledged or otherwise transferred unless
subsequently registered pursuant to, or exempt from registration under, the
Securities Act and any other applicable federal or state securities laws or
regulations. Shares of our common stock cannot be sold under the exemptions from
registration provided by Rule 144 under or Section 4(1) of the Securities Act,
in accordance with the letter from Richard K. Wulff, Chief of the Office of
Small Business Policy of the Securities and Exchange Commission’s Division of
Corporation Finance, to Ken Worm of NASD Regulation, dated January 21, 2000.
This letter provides that certain private transfers of the shares of common
stock also may be prohibited without registration under federal securities laws.
Compliance with the criteria for securing exemptions under federal securities
laws and the securities laws of the various states is extremely complex,
especially in respect of those exemptions affording flexibility and the
elimination of trading restrictions in respect of securities received in exempt
transactions and subsequently disposed of without registration under the
Securities Act or state securities laws.




THE
COMPANY MAY BE SUBJECT TO CERTAIN TAX CONSEQUENCES IN OUR BUSINESS, WHICH MAY
INCREASE OUR COSTS OF DOING BUSINESS.





We may
not be able to structure our acquisition to result in tax-free treatment for the
companies or their stockholders, which could deter third parties from entering
into certain business combinations with us or result in being taxed on
consideration received in a transaction. Currently, a transaction may be
structured so as to result in tax-free treatment to both companies, as
prescribed by various federal and state tax provisions. We intend to structure
any business combination so as to minimize the federal and state tax
consequences to both us and the target entity; however, we cannot guarantee that
the business combination will meet the statutory requirements of a tax-free
reorganization or that the parties will obtain the intended tax-free treatment
upon a transfer of stock or assets. A non-qualifying reorganization could result
in the imposition of both federal and state taxes that may have an adverse
effect on both parties to the transaction.


8
 Table of Contents


THERE
IS NO PUBLIC MARKET FOR OUR COMMON STOCK, NOR HAVE WE EVER PAID DIVIDENDS ON OUR
COMMON STOCK.





There is
currently no public trading market for our common stock and none is expected to
develop in the foreseeable future.  Additionally, we have never paid
dividends on our Common Stock and do not presently intend to pay any dividends
in the foreseeable future. We anticipate that any funds available for payment of
dividends will be re-invested into the Company to further its business
strategy.





OUR
SHARES ARE SUBJECT TO THE U.S. “PENNY STOCK” RULES AND INVESTORS WHO PURCHASE
OUR SHARES MAY HAVE DIFFICULTY RE-SELLING THEIR SHARES AS THE LIQUIDITY OF THE
MARKET FOR OUR SHARES MAY BE ADVERSELY AFFECTED BY THE IMPACT OF THE “PENNY
STOCK” RULES.





Our stock
is subject to U.S. “Penny Stock” rules, which may make the stock more difficult
to trade on the open market. Our common shares are not currently traded on the
OTCBB, but it is the Company’s plan that the common shares be quoted on the
OTCBB. A “penny stock” is generally defined by regulations of the U.S.
Securities and Exchange Commission (“SEC”) as an equity security with a market
price of less than US$5.00 per share. However, an equity security with a market
price under US$5.00 will not be considered a penny stock if it fits within any
of the following exceptions:





(i) the
equity security is listed on NASDAQ or a national securities
exchange;


(ii) the
issuer of the equity security has been in continuous operation for less than
three years, and either has (a) net tangible assets of at least US$5,000,000, or
(b) average annual revenue of at least US$6,000,000; or


(iii) the
issuer of the equity security has been in continuous operation for more than
three years, and has net tangible assets of at least US$2,000,000.





Our
common stock does not currently fit into any of the above
exceptions.





If an
investor buys or sells a penny stock, SEC regulations require that the investor
receive, prior to the transaction, a disclosure explaining the penny stock
market and associated risks. Furthermore, trading in our common stock will be
subject to Rule 15g-9 of the Exchange Act, which relates to non-NASDAQ and
non-exchange listed securities. Under this rule, broker/dealers who recommend
our securities to persons other than established customers and accredited
investors must make a special written suitability determination for the
purchaser and receive the purchaser’s written agreement to a transaction prior
to sale. Securities are exempt from this rule if their market price is at least
$5.00 per share.





Since our
common stock is currently deemed penny stock regulations, it may tend to reduce
market liquidity of our common stock, because they limit the broker/dealers’
ability to trade, and a purchaser’s ability to sell, the stock in the secondary
market.





The low
price of our common stock has a negative effect on the amount and percentage of
transaction costs paid by individual shareholders. The low price of our common
stock also limits our ability to raise additional capital by issuing additional
shares. There are several reasons for these effects. First, the internal
policies of certain institutional investors prohibit the purchase of low-priced
stocks. Second, many brokerage houses do not permit low-priced stocks to be used
as collateral for margin accounts or to be purchased on margin. Third, some
brokerage house policies and practices tend to discourage individual brokers
from dealing in low-priced stocks. Finally, broker’s commissions on low-priced
stocks usually represent a higher percentage of the stock price than commissions
on higher priced stocks. As a result, the Company’s shareholders may pay
transaction costs that are a higher percentage of their total share value than
if our share price were substantially higher.





For more
information about penny stocks, contact the U.S. Securities and Exchange
Commission, 100 F Street, N.E., Washington, D.C. 20549, or by telephone at
(202)  942-8088.


9
 Table of Contents


ITEM 2 - DESCRIPTION OF PROPERTY





We
neither rent nor own any properties. We utilize the office space and equipment
of our officer and director at no cost. Management estimates such amounts to be
immaterial. We currently have no policy with respect to investments or interests
in real estate, real estate mortgages or securities of, or interests in, persons
primarily engaged in real estate activities.





ITEM 3 - LEGAL PROCEEDINGS





We are
not aware of any material, existing or pending legal proceedings nor are we
involved as a plaintiff in any material proceeding or pending litigation. There
are no proceedings in which any of its directors, officers or affiliates, or any
registered or beneficial shareholder, is an adverse party or has a material
interest adverse to our interest.





Presently,
there are not any material pending legal proceedings to which we are a party or
as to which any of our property is subject, and no such proceedings are known to
us to be threatened or contemplated against us.





ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITIES
HOLDERS


No
matters were submitted to a vote of security holders during the period January
1, 2008 to December 31, 2008.





ITEM 5 - MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER
MATTERS





Market
for Common Equity and Related Stockholder Matters





The
Company’s Common Stock currently trades on the Pink Sheets under the symbol
“ICPC.”  As a result of the deregistration of our securities by the
Commission, broker dealers are prohibited in part from effecting transactions in
the Company’s securities until they are registered.  The table below
sets forth the high and low prices for the Company’s Common Stock for the
quarters included within 2008 and 2007. Quotations reflect inter-dealer prices,
without retail mark-up, mark-down commission, and may not represent actual
transactions. Since the Company's common stock trades sporadically, there is not
an established active public market for its common stock. No assurance can be
given that an active market will exist for the Company's common stock and the
Company does not expect to declare dividends in the foreseeable future since the
Company intends to utilize its earnings, if any, to finance its future growth,
including possible acquisitions.





Quarter
      ended
            
            Low
      price
            
            
            High
      priceDecember
      31, 2008
            
            $
            0.10
            
            
            $
            0.0001September
      30, 2008
            
            $
            0.10
            
            
            $
            0.10June
      30, 2008
            
            $
            0.02
            
            
            $
            0.10March
      31, 2008
            
            $
            0.01
            
            
            $
            0.02December
      31, 2007
            
            $
            0.02
            
            
            $
            0.07September
      30, 2007
            
            $
            0.07
            
            
            $
            0.10June
      30, 2007
            
            $
            0.07
            
            
            $
            0.10March
      31, 2007
            
            $
            0.10
            
            
            $
            0.10





The
Company filed a Registration Statement on Form 10, on February 11, 2009, as
amended, for the purpose of enabling its common stock to commence trading on the
NASD OTC Bulletin Board. The Company's Registration Statement on Form 10 must be
declared effective by the SEC prior to it being approved for trading on the NASD
OTC Bulletin Board, and until such time as the Form 10 is declared effective,
the Company's common stock will continue to be quoted on the "Pink Sheets." The
Company's market makers must make an application to the National Association of
Securities Dealers, Inc., or NASD, following the effective date of the Company's
Registration Statement on Form 10 in order to have the common stock quoted on
the NASD OTC Bulletin Board.


10
 Table of Contents


Number of
Shareholders.





As of
December 31, 2008, a total of 1,930,726 shares of the Company’s common stock are
outstanding and held by approximately 553 shareholders of record. Of this
amount, approximately 181,480 shares are unrestricted. Approximately 1,116
shares are restricted securities held by non-affiliates, and the remaining
1,500,000 shares are restricted securities held by affiliates.




Dividends.





The
Company has not paid any dividends since its inception. The Company currently
intends to retain any earnings for use in its business, and therefore does not
anticipate paying dividends in the foreseeable future.




Securities Authorized for Issuance
Under Equity Compensation Plans.





Not
applicable.





ITEM 6
–SELECTED FINANCIAL
DATA





Not
applicable for smaller reporting companies.





ITEM 7 –
MANAGEMENT’S DISCUSSION AND
ANALYSIS OF PLAN OF
OPERATION





(a) Plan of
Operation.





We are
presently organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. Our principal business objective for the
next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with a business rather than immediate,
short-term earnings. We will not restrict our potential candidate target
companies to any specific business, industry or geographical location and, thus,
may acquire any type of business. We may also have to raise funds from a private
placement of our securities pursuant to Regulation D under the Securities
Act.





(b)
Management’s Discussion and Analysis of Financial Condition and Results of
Operation.





The
Company is presently organized as a vehicle to investigate and, if such
investigation warrants, acquire a target company or business seeking the
perceived advantages of being a publicly held corporation. Our principal
business objective for the next 12 months and beyond such time will be to
achieve long-term growth potential through a combination with a business rather
than immediate, short-term earnings. The Company will not restrict our potential
candidate target companies to any specific business, industry or geographical
location and, thus, may acquire any type of business.





The
Company does not currently engage in any business activities that provide cash
flow. The costs of investigating and analyzing business combinations for the
next 12 months and beyond such time will be paid with money in our treasury, if
any, or with additional money contributed by our principal stockholder, or
another source.





During
the next 12 months we anticipate incurring costs related to:





(i)
            filing
      of Exchange Act reports, and





(ii)
            investigating,
      analyzing and consummating an
acquisition.


11
 Table of Contents


We
believe we will be able to meet these costs through use of funds in our treasury
and additional amounts, as necessary, to be loaned to or invested in us by our
principal stockholder, management or other investors.





The
Company may consider a business which has recently commenced operations, is a
developing company in need of additional funds for expansion into new products
or markets, is seeking to develop a new product or service, or is an established
business which may be experiencing financial or operating difficulties and is in
need of additional capital. In the alternative, a business combination may
involve the acquisition of, or merger with, a company which does not need
substantial additional capital, but which desires to establish a public trading
market for its shares, while avoiding, among other things, the time delays,
significant expense, and loss of voting control which may occur in a public
offering.




Our
management has not had any preliminary contact or discussions with any
representative of any other entity regarding a business combination with us. Any
target business that is selected may be a financially unstable company or an
entity in its early stages of development or growth, including entities without
established records of sales or earnings. In that event, we will be subject to
numerous risks inherent in the business and operations of financially unstable
and early stage or potential emerging growth companies. In addition, we may
effect a business combination with an entity in an industry characterized by a
high level of risk, and, although our management will endeavor to evaluate the
risks inherent in a particular target business, there can be no assurance that
we will properly ascertain or assess all significant risks.




Our
management anticipates that it will likely be able to effect only one business
combination, due primarily to our limited financing, and the dilution of
interest for present and prospective stockholders, which is likely to occur as a
result of our management’s plan to offer a controlling interest to a target
business in order to achieve a tax-free reorganization. This lack of
diversification should be considered a substantial risk in investing in us,
because it will not permit us to offset potential losses from one venture
against gains from another.




The
Company anticipates that the selection of a business combination will be complex
and extremely risky. Because of general economic conditions, rapid technological
advances being made in some industries and shortages of available capital, our
management believes that there are numerous firms seeking even the limited
additional capital that we will have and/or the perceived benefits of becoming a
publicly traded corporation. Such perceived benefits of becoming a publicly
traded corporation include, among other things, facilitating or improving the
terms on which additional equity financing may be obtained, providing liquidity
for the principals of and investors in a business, creating a means for
providing incentive stock options or similar benefits to key employees, and
offering greater flexibility in structuring acquisitions, joint ventures and the
like through the issuance of stock. Potentially available business combinations
may occur in many different industries and at various stages of development, all
of which will make the task of comparative investigation and analysis of such
business opportunities extremely difficult and complex.




Off-Balance
Sheet Arrangements




We have
not entered into any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources and would be considered material to
investors.





ITEM7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





The
Company is not exposed to market risk related to interest rates on foreign
currencies.





ITEM 8-  FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA





The
required Financial Statements and the notes thereto are contained in a separate
section of this report beginning with the page following the signature
page.





ITEM 9- CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE


12
 Table of Contents


On
February 14, 2008, our Board of Directors voted to replace Schechter Dokken
Kanter Andrews & Selcer Ltd. (“SDKAS”) as its independent registered public
accounting firm, and to retain Li & Company, PC as our principal public
accounting firm.  While SDKAS had not completed an audit of the
Company’s financial statements since the fiscal year ending December 31, 2000,
there were no disagreements with SDKAS on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure.





Prior to
retaining Li & Company, PC, management did not consult Li & Company, PC
regarding the application of accounting principles to a specific completed or
contemplated transaction or the type of audit opinion that might be rendered,
nor concerning any matter that was the subject of any disagreement or
event.





Item 9A(T)-  CONTROLS AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures.





We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed in accordance with the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded,
processed, summarized, and reported within the time periods specified in the
SEC’s rules and forms, and that such information is accumulated and communicated
to management, including our Chief Executive Officer and our Chief Financial
Officer, as appropriate, to allow timely decisions regarding required disclosure
based closely on the definition of “disclosure controls and procedures” in
applicable securities laws.





As
required by Rule 13a-15 of the Exchange Act, as of the end of the period covered
by this Annual Report Form 10-K report, we carried out an evaluation, under the
supervision and with participation of our Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on the foregoing, our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and
procedures were effective as of the end of the period covered by this report to
provide reasonable assurance that material information required to be disclosed
by us in reports that we file or submit under the Exchange Act is recorded,
processed, summarized, and reported within the time periods specified in SEC
rules and forms.





Management
is aware that there is a lack of segregation of duties due to the small number
of employees dealing with general administrative and financial matters. However,
at this time, management has decided that considering the employees involved,
the control procedures in place, and the outsourcing of certain financial
functions, the risks associated with such lack of segregation are low and the
potential benefits of adding additional employees to clearly segregate duties do
not justify the expenses associated with such increases. Management will
periodically reevaluate this situation. If the volume of the business increases
and sufficient capital is secured, it is our intention to increase staffing to
mitigate the current lack of segregation of duties within the general
administrative and financial functions.





A control
system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met.
Because of the inherent limitations in all control systems no evaluation of
controls can provide absolute assurance that all control issues, if any, within
a company have been detected. Such limitations include the fact that human
judgment in decision-making can be faulty and that breakdowns in internal
control can occur because of human failures, such as simple errors or mistakes
or intentional circumvention of the established process.





Management’s
Report on Internal Control Over Financial Reporting; Changes in Internal
Controls Over Financial Reporting.





During
the year ended December 31, 2008, there have been no changes in our internal
control over financial reporting that have materially affected, or are
reasonably likely to materially affect, these controls.





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. Our management, including our principal
financial officer, has, with the assistance of external consultant, conducted an
evaluation of the effectiveness of our internal control over financial
reporting. Based on our evaluation, we have concluded that our internal controls
over financial reporting were effective as of December 31,
2008.


13
 Table of Contents


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





ITEM 10 -
DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF
THE EXCHANGE ACT





(a) Identification of Directors and
Executive Officers.




Our sole
officer and director and additional information concerning him is as follows.
These are the only persons whose activities are expected to be material to the
Company prior to the completion of any merger or acquisition
transaction.





Age
            
            PositionRonald
      S. McIntyre
            
            60
            
            President;
      Chairman of the Board


____________________


The
Company’s executive officers and directors are elected annually and serve until
the next annual meeting of stockholders.





RON
MCINTYRE, 60, PRESIDENT, CHAIRMAN





Mr.
McIntyre has management experience with technology companies and start-ups in
the United States and Canada. Included in his experience are three corporate
mergers/acquisitions. On March 19, 1998, as President of Visionary Solutions
(VSI:ASE), Mr. McIntyre signed merger documents for an Agresso (UNI:Oslo)
takeover bid. In 1992, Mr. McIntyre also served on the Board of Directors of
Richmond Software (The Maximizer) until the company’s merger with Modatech
(NASDAQ). In 1989, he joined Consumers Software Inc. as Director of Sales &
Marketing and was instrumental in increasing software sales by more than 500%
until the company was acquired by Microsoft on April 8,
1991.  Concurrently herewith, Mr. McIntyre also serves as the
President, Secretary and Director of Kaleidoscope Venture Capital, Inc., a
publicly-owned Nevada corproration.





During 13
years with A.B.  Dick Co., Mr. McIntyre held positions as Branch
Manager and Pacific Zone Manager, and then transferred to California to commence
branch sales operations in Sacramento.





For 7
years, Mr. McIntyre worked for NBI, first to start up operations in Sacramento,
Vancouver and Victoria, and then stepped up to Western Regional Manager. He
joined Consumers Software Inc. in 1989 as Director of Sales & Marketing and
was instrumental in increasing software sales by 500% prior to the purchase by
Microsoft.





In
addition, Mr. McIntyre was the owner/operator of VIPaging Services, Ltd., a
licensed paging company in British Columbia. He was also President and CEO of
Visionary Solutions. Visionary Solutions markets and delivers Agresso business
software to growth-oriented companies in the mid-tiered markets (US $25 million
- $1,000 million in annual sales). Agresso is world class business software with
more than 20 modules that include core financial, logistics, purchasing, project
costing billing, payroll and human resources. On March 19, 1998, merger
documents were signed for an Agresso take-over bid.





Mr.
McIntyre also served as Vice President, Sales & Marketing, Director of IT,
and Vice President of Operations for Aimtronics Corporation. During his tenure,
he had direct responsibility for increasing revenues to Cdn $57MM in 1999,
$105MM in 2000, and $154MM for 2001, and managing 250,000 square feet of
manufacturing operations in two countries with more than 1,100
employees.





(b) Significant Employees.
None.




(c) Family Relationships.
None.


14
 Table of Contents


(d) Involvement in Certain Legal
Proceedings. There have been no events under any bankruptcy act, no
criminal proceedings and no judgments, injunctions, orders or decrees material
to the evaluation of the ability and integrity of any director, executive
officer, promoter or control person of Registrant during the past five
years.




(e) The Company is not yet required to
have an Audit Committee as a result of the fact that our common stock is not
considered a “listed security” as defined in Rule 10A-3 of the Exchange
Act. There are currently no audit committee members that meet the
criteria of “Financial Expert”, however the company is actively working to
appoint a “Financial Expert” in the current year.





(f)  We
have adopted a code of ethics meeting the requirements of Section 406 of the
Sarbanes-Oxley Act of 2002. We believe our code of ethics is reasonably designed
to deter wrongdoing and promote honest and ethical conduct; provide full, fair,
accurate, timely and understandable disclosure in public reports; comply with
applicable laws; ensure prompt internal reporting of violations; and provide
accountability for adherence to the provisions of the code of ethic. Our code of
ethics is filed as an exhibit to this Report.





EMPLOYMENT
AGREEMENTS





None of
the Company's officers, directors, advisors or key employees are currently party
to employment agreements with the Company. The Company has no pension, health,
annuity, bonus, insurance, stock options, profit sharing or similar benefit
plans; however, the Company may adopt such plans in the future. There are
presently no personal benefits available for directors, officers or employees of
the Company.





ITEM 11 - EXECUTIVECOMPENSATION





The
following table reflects all forms of compensation for the year ended December
31, 2008. No other person received salary or bonus in excess of $100,000 for any
of these fiscal years.





Summary
Compensation Table





SUMMARY
COMPENSATION TABLE





Name
      and principal position
            Year
            
            Salary
      ($)
            
            
            Bonus
      ($)
            
            
            Stock
      Awards ($)
            
            
            Option
      Award s($))
            
            
            Non-Equity
      Incentive Plan Compensation ($)
            
            
            Non-
      qualified Deferred Compensation Earnings ($)
            
            
            All
      Other Compensation ($)
            
            
            Total
      ($)Ronald
      S. McIntyre, (1)
            2009
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -President,
      Chairman
            2008
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -2007
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Cecilio
      Fisher,(2)
            2009
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -President,
      Chairman
            2008
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -2007
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            --Lisa
      Vergon, (3)
            2009
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -President,
      Chairman
            2008
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -2007
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Nicholas
      Stone, (4)
            2009
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -President,
      Chairman
            2008
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -2007
            
            
            -
            
            
            
            --
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -





(1)
Ronald S. McIntyre was appointed as the Company’s President and Chairman on
December 17, 2008.


(2)
Cecilio Fisher served as the Company’s President and Chairman from July 28, 2008
to December 16, 2008.


(3) Lisa
Vergon served as the Company’s President and Chairman from September 26, 2007 to
July 28, 2008.


(4)
Nicholas Stone served as the Company’s President and Chairman from April 16,
2006 to September 26, 2007


15
 Table of Contents


Equity
Compensation, Pension or Retirement Plans





No
retirement, pension, profit sharing, stock option or insurance programs or other
similar programs have been adopted by the Company for the benefit of its
employees.





Audit
Committee





Presently,
our Board of Directors is performing the duties that would normally be performed
by an audit committee. We intend to form a separate audit committee, and plan to
seek potential independent directors. In connection with our search, we plan to
appoint an individual qualified as an audit committee financial
expert.





OPTIONS/SARS
GRANTS DURING LAST FISCAL YEAR





None.





LONG-TERM
INCENTIVE PLANS AWARDS IN LAST FISCAL YEAR





None





EMPLOYMENT
AGREEMENTS





None.





COMPENSATION
OF DIRECTORS





At this
time, the Company’s only director receives no remuneration for his services, nor
does the Company reimburse directors for expenses incurred in their service to
the Board of Directors. The Company does not expect to pay any fees to its
director.




ITEM 12 - SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT RELATED STOCKHOLDER MATTERS





The
following table sets forth certain information, as of December 31, 2008, with
respect to any person (including any “group”, as that term is used in Section
13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) who is known to us to be the beneficial owner of more than five percent
(5%) of any class of our voting securities, and as to those shares of our equity
securities beneficially owned by each of our directors and executive officers
and all of our directors and executive officers as a group. Unless otherwise
specified in the table below, such information, other than information with
respect to our directors and executive officers, is based on a review of
statements filed with the Securities and Exchange commission (the “Commission”)
pursuant to Sections 13 (d), 13 (f), and 13 (g) of the Exchange Act with respect
to our common stock. As of December 31, 2008, there were 1,930,726 shares of our
common stock outstanding.





The
number of shares of common stock beneficially owned by each person is determined
under the rules of the Commission and the information is not necessarily
indicative of beneficial ownership for any other purpose. Under such rules,
beneficial ownership includes any shares as to which such person has sole or
shared voting power or investment power and also any shares which the individual
has the right to acquire within sixty (60) days after the date hereof, through
the exercise of any stock option, warrant or other right. Unless otherwise
indicated, each person has sole investment and voting power (or shares such
power with his or her spouse) with respect to the shares set forth in the
following table. The inclusion herein of any shares deemed beneficially owned
does not constitute an admission of beneficial ownership of those
shares.


16
 Table of Contents


The table
also shows the number of shares beneficially owned as of December 31, 2008 by
each of our individual directors and executive officers, by our nominee
directors and executive officers and by all our current directors and executive
officers as a group.





Name
      of Beneficial Owner (1)
            
            Common
      Stock Beneficially Owned
            
            
            Percentage
      of Common StockRonald
      S. McIntyre (2)
            
            
            0
            
            
            
            0Emmanuel
      Strategic Partners, Inc. (3)
            
            
            1,500,000
            
            
            
            77.86
            %All
      executive officers and directors as a group
            
            
            0
            
            
            
            0





(1)
Beneficial Ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of common stock subject to options,
warrants, or convertible debt currently exercisable or convertible, or
exercisable or convertible within 60 days of December 31, 2008 are deemed
outstanding for computing the percentage of the person holding such option or
warrant but are not deemed outstanding for computing the percentage of any other
person. Percentages are based on a total of 1,930,726 shares of common stock
outstanding on December 31, 2008, and the shares issuable upon the exercise of
options, warrants exercisable, and debt convertible on or within 60 days of
December 31, 2008.





(2)
Ronald S. McIntyre, President and Chairman.





(3) The
address for this shareholder is 256 S. Robertson Boulevard, Beverly Hills,
California 90211. Andrew W. Baum, holds voting and dispositive power over the
shares beneficially owned by Emmanuel Strategic Partners, Inc.





ITEM 13 -CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS





Except as
otherwise disclosed herein, there have been no related party transactions, or
any other transactions or relationships, including matters related to director
independence, required to be disclosed pursuant to Items 404 or 407(a) of
Regulation S-B.





ITEM14- PRINCIPALACCOUNTING FEES AND SERVICES





Audit
Fees





The
aggregate fees for each of the last two years for professional services rendered
by the principal accountant for our audits of our annual financial statements
and interim reviews of our financial statements included in our fillings with
Securities and Exchange Commission on Form 10-K and 10-Qs or services that are
normally provided by the accountant in connection with statutory and regulatory
filings or engagements for those years were


approximately:





December
      31, 2007:
            $
      _____
            Li
      & Company, LPDecember
      31, 2008:
            $
      _____
            Li
      & Company, LP





Audit
Related Fees





The
aggregate fees in each of the last two years for the assurance and related
services provided by the principal accountant that are not reasonably related to
the performance of the audit or review of the Company's financial statements and
are not reported in paragraph (1) were approximately:





December
      31, 2007:
            $
      _____
            Li
      & Company, LPDecember
      31, 2008:
            $
      _____
            Li
      & Company, LP


17
 Table of Contents




We
incurred these fees in connection with registration statements and financing
transactions.





Tax
Fees





The
aggregate fees in each of the last two years for the professional services
rendered by the principal accountant for tax compliance, tax advice and tax
planning were approximately:





December
      31, 2007:
            $
      _____
            Li
      & Company, LPDecember
      31, 2008:
            $
      _____
            Li
      & Company, LP





All Other
Fees





The
aggregate fees in each of the last two years for the products and services
provided by the principal accountant, other than the services reported in
paragraph (1) were approximately:





December
      31, 2007:
            $
      _____
            Li
      & Company LPDecember
      31, 2008:
            $
      _____
            Li
      & Company LP








ITEM 15- EXHIBITS





3.1*
            
            Certificate
      of Incorporation, as amended, of the Registrant3.2*
            
            By-laws
      of the Registrant14.1
            
            Code
      of Ethics31.1*
            
            Certification
      of Chief Executive Officer and Chief Financial Officer Section 302 of the
      Sarblanes-Oxley Act of 200232.1#
            
            Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 Of The Sarbanes
      Oxley Act Of 2002*
            
            Filed
      herewith#
            
            Furnished
      herewith





*
Incorporated by reference to the Company’s registration statement on Form 10SB,
filed with the Securities Commission on February 9, 2000, as
amended.


18
 Table of Contents


SIGNATURES





Pursuant
to the requirements of the Section 13 or 15(d) of the Exchange Act, Inter-Con
has duly caused this report to be signed on its behalf by the undersigned
persons, and in the capacities so indicated on November 16, 2009.





INTER-CON/PC,
      INC.(Registrant)/s/ Ronald S. McIntyreName:
      Ronald S. McIntyreTitle:  Chairman,
      President,Chief
      Executive andChief
      Financial Officer(Principal
      Executive and Financial
Officer)


19
 Table of Contents


FINANCIAL
STATEMENTS





DECEMBER
31, 2008 AND 2007





INDEX
TO FINANCIAL STATEMENTS








REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            F-1BALANCE
      SHEETS
            F-2STATEMENTS
      OF OPERATIONS
            F-3STATEMENT
      OF STOCKHOLDERS’ DEFICIT
            F-4STATEMENTS
      OF CASH FLOWS
            F-5NOTES
      TO THE FINANCIAL STATEMENTS
            F-6


Table of Contents


REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors and Stockholders of


Inter-Con/PC,
Inc.


Anderson,
South Carolina





We have
audited the accompanying balance sheets of Inter-Con/PC, Inc. (the “Company”) as
of December 31, 2008 and 2007 and the related statements of operations,
stockholders’ deficit 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 audit 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 control 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 Inter-Con/PC, Inc., as of December
31, 2008 and 2007 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.





The
accompanying financial statements have been prepared assuming that Inter-Con/PC,
Inc. will continue as a going concern.  As discussed in Note 3 to the
financial statements, Inter-Con/PC, Inc. is currently inactive, and is now
seeking merger opportunities.  Since April 2001 the Company has ceased
operations.  These factors raise substantial doubt about the Company’s
ability to continue as a going concern. Management's plans in regards to these
matters are also described in Note 3.  The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.





Skillman,
New Jersey


September
30, 2009


F-1
 Table of Contents


INTER-CON/PC,
INC.


Balance
Sheets





December
      31, 2008
            
            
            December
      31, 2007ASSETSCurrent
      assetsCash
            
            $
            -
            
            
            $
            -Total
      current assets
            
            
            -
            
            
            
            -TOTAL
      ASSETS
            
            $
            -
            
            
            $
            -LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilitiesAccrued
      expenses
            
            $
            13,500
            
            
            $
            10,000Total
      current liabilities
            
            
            13,500
            
            
            
            10,000Stockholders'
      deficitCommon
      stock, no par value, 50,000,000 shares authorized, 19,307 shares issued
      and outstanding
            
            
            7,178,980
            
            
            
            7,178,980Accumulated
      deficit
            
            
            (7,192,480
            )
            
            
            (7,188,980
            )Total
      stockholders’ deficit
            
            
            (13,500
            )
            
            
            (10,000
            )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
            
            $
            -
            
            
            $
            -








See
accompanying notes to the financial statements.


F-2
 Table of Contents


INTER-CON/PC,
INC.





Statements
of Operations








For
      The Year Ended December 31, 2008
            
            
            For
      The Year Ended December 31, 2007Revenue,
      net
            
            
            -
            
            
            $
            -Operating
      expenses:General
      and administrative
            
            
            3,500
            
            
            
            10,000Total
      operating expenses
            
            
            3,500
            
            
            
            10,000Loss
      from operations
            
            
            (3,500
            )
            
            
            (10,000
            )Other
      incomeForgiveness
      of debt
            
            
            -
            
            
            
            250,254Total
      other income
            
            
            -
            
            
            
            250,254Net
      income (loss)
            
            $
            (3,500
            )
            
            $
            240,254Net
      income (loss) per common share - basic and diluted
            
            $
            (0.00
            )
            
            $
            0.00Weighted
      average number of common shares outstanding – basic and
      diluted
            
            
            193,072,600
            
            
            
            193,072,600








See
accompanying notes to the financial statements.


F-3
 Table of Contents


INTER-CON/PC,
INC.





Statement
of Stockholders’ Deficit


For the
Years Ended December 31, 2008 and 2007





Common
              Shares
            
            
            Amount
            
            
            Accumulated
      Deficit
            
            
            Total
      Stockholders’ DeficitBalance,
      December 31, 2006
            
            
            193,072,600
            
            
            
            7,178,980
            
            
            
            (7,429,234
            )
            
            
            (250,254
            )Net
      income
            
            
            
            
            
            
            
            
            
            
            240,254
            
            
            
            240,254Balance,
      December 31, 2007
            
            
            193,072,600
            
            
            
            7,178,980
            
            
            
            (7,188,980
            )
            
            
            (10,000
            )Net
      loss
            
            
            
            
            
            
            
            
            
            
            (3,500
            )
            
            
            (3,500
            )Balance,
      December 31, 2008
            
            
            193,072,600
            
            
            $
            7,178,980
            
            
            $
            (7,192,480
            )
            
            $
            (13,500
            )








See
accompanying notes to the financial statements.


F-4
 Table of Contents


INTER-CON/PC,
INC.





Statements
of Cash Flows





For
      the Year Ended December 31, 2008
            
            
            For
      the Year Ended December 31, 2007CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      income (loss)
            
            $
            (3,500
            )
            
            $
            240,254Adjustments
      to reconcile net income (loss) to net cash used in operating
      activitiesForgiveness
      of debt
            
            
            -
            
            
            
            (250,254
            )Changes
      in operating assets and liabilities:Accrued
      expenses
            
            
            3,500
            
            
            
            10,000Net
      Cash Used In Operating Activities
            
            
            -
            
            
            
            -NET
      CHANGE IN CASH
            
            
            -
            
            
            
            -CASH
      AT BEGINNING OF YEAR
            
            
            -
            
            
            
            -CASH
      AT END OF YEAR
            
            $
            -
            
            
            $
            -SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION:Interest
      paid
            
            $
            -
            
            
            $
            -Taxes
      paid
            
            $
            -
            
            
            $
            -NONCASH
      INVESTING AND FINANCING ACTIVITIES:Common
      stock issued for debt
            
            $
            -
            
            
            $
            -








See
accompanying notes to financial statements


F-5
 Table of Contents


INTER-CON/PC,
INC.


December
31, 2008 and 2007


Notes to
the Financial Statements





NOTE 1 - ORGANIZATION





Inter-Con/PC,
Inc. was incorporated in the State of Minnesota Infopac Systems, Inc. on June
17, 1996.  On June 8, 1999, Infopac Systems, Inc. acquired all of the
issued and outstanding shares of the common stock of Inter-Con/PC, Inc. through
a statutory merger of Inter-Con/PC, Inc. into Infopac Systems, Inc. Immediately
after the merger, Infopac Systems, Inc., changed its name to Inter-Con/PC, Inc.
(the “Company”). For financial statement reporting purposes, the acquisition has
been treated as a reverse acquisition of Infopac Systems, Inc. by Inter-Con/PC,
Inc. and as a recapitalization of Inter-Con/PC, Inc.





The
Company was formed as a technology-development corporation to develop,
manufacture, and market a set-top-box computer that would facilitate the
convergence of voice, video, data and other technologies all through the TV
screen. The Company is currently inactive seeking merger and business
opportunities.





NOTE 2 - SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES





a.
Basis of presentation





The
Company’s financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America (“U.S.
GAAP”).





b.  Estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America (“U.S. GAAP”) requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period.  Actual results could differ
from those estimates.





c.  Cash
Equivalents





The
Company considers all highly liquid investments with a maturity of three months
or less when purchased to be cash equivalents.





d.  Fair
value of financial instruments





The
Company follows Statement of Financial Accounting Standards No. 107 “Disclosures about fair value of
Financial Instruments” (“SFAS No. 107”) for disclosures about fair value
of its financial instruments and has adopted Statement of Financial Accounting
Standards (“FASB”) No. 157 “Fair Value Measurements”
(“SFAS No. 157”) to measure the fair value of its financial
instruments.  SFAS No. 157 establishes a framework for measuring fair
value in generally accepted accounting principles (GAAP), and expands
disclosures about fair value measurements. To increase consistency and
comparability in fair value measurements and related disclosures, SFAS No. 157
establishes a fair value hierarchy which prioritizes the inputs to valuation
techniques used to measure fair value into three (3) broad
levels.  The fair value hierarchy gives the highest priority to quoted
prices (unadjusted) in active markets for identical assets or liabilities and
the lowest priority to unobservable inputs.  The three (3) levels of
fair value hierarchy defined by SFAS No. 157 are described below:




Level
      1
            Quoted
      market prices available in active markets for identical assets or
      liabilities as of the reporting
date.





Level
      2
            Pricing
      inputs other than quoted prices in active markets included in Level 1,
      which are either directly or indirectly observable as of the reporting
      date.





Level
      3
            Pricing
      inputs that are generally observable inputs and not corroborated by market
      data.





F-6
 Table of Contents


As
defined by SFAS No. 107, the fair value of a financial instrument is the amount
at which the instrument could be exchanged in a current transaction between
willing parties, other than in a forced or liquidation sale, which was further
clarified as the price that would be received to sell an asset or paid to
transfer a liability (“an exit price”) in an orderly transaction between market
participants at the measurement date.  The carrying amounts of the
Company’s financial assets and liabilities, such as cash and accrued expenses,
approximate their fair values because of the short maturity of these
instruments.





The
Company does not have any assets or liabilities measured at fair value on a
recurring or a non-recurring basis, consequently, the Company did not have any
fair value adjustments for assets and liabilities measured at fair value at
December 31 2008 or 2007, nor gains or losses are reported in the statement of
operations that are attributable to the change in unrealized gains or losses
relating to those assets and liabilities still held at the reporting date for
the year ended December 31, 2008 or 2007.





e.  Revenue
recognition





The
Company follows the guidance of the United States Securities and Exchange
Commission’s Staff Accounting Bulletin (“SAB”) No. 101 “Revenue Recognition” (“SAB
No. 101”), as amended by SAB No. 104 (“SAB No. 104”) for revenue
recognition.  The Company records revenue when persuasive evidence of
an arrangement exists, product delivery has occurred and the title and risk of
loss transfer to the buyer, the sales price to the customer is fixed or
determinable, and collectability is reasonably assured.  The Company
is currently inactive.





f.  Income
taxes





The
Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109 “Accounting
for Income Taxes” (“SFAS No. 109”).  Deferred income tax assets
and liabilities are determined based upon differences between the financial
reporting and tax bases of assets and liabilities and are measured using the
enacted tax rates and laws that will be in effect when the differences are
expected to reverse.  Deferred tax assets are reduced by a valuation
allowance to the extent management concludes it is more likely than not that the
assets will not be realized.  Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in the statements of operations in the period that includes
the enactment date.





The
Company adopted the provisions of Financial Accounting Standards Board (“FASB”)
Interpretation No. 48 “Accounting for Uncertainty in
Income Taxes – an interpretation of FASB Statement No. 109” (“FIN
48”).  FIN 48 addresses the determination of whether tax benefits
claimed or expected to be claimed on a tax return should be recorded in the
financial statements.  Under FIN 48, the Company may recognize the tax
benefit from an uncertain tax position only if it is more likely than not that
the tax position will be sustained on examination by the taxing authorities,
based on the technical merits of the position.  The tax benefits
recognized in the financial statements from such a position should be measured
based on the largest benefit that has a greater than fifty percent (50%)
likelihood of being realized upon ultimate settlement.  FIN 48 also
provides guidance on de-recognition, classification, interest and penalties on
income taxes, accounting in interim periods and requires increased
disclosures.  The Company had no material adjustments to its
liabilities for unrecognized income tax benefits according to the provisions of
FIN 48.


F-7
 Table of Contents


g.  Net
Income (Loss) Per Common Share





Net
income (loss) per common share is computed pursuant to Statement of Financial
Accounting Standards No. 128 “Earnings Per Share” (“SFAS
No. 128”).  Basic net income (loss) per share is computed by dividing
net income (loss) by the weighted average number of shares of common stock
outstanding during the period.  Diluted net income (loss) per share is
computed by dividing net income by the weighted average number of shares of
common stock and potentially outstanding shares of common stock during each
period.  There were no potentially dilutive shares outstanding as of
December 31, 2008 or 2007.





h.  Recently
issued accounting pronouncements





In June
2003, the Securities and Exchange Commission (“SEC”) adopted final rules under
Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), as amended by SEC
Release No. 33-8934 on June 26, 2008. Commencing with the Company’s Annual
Report for the year ended December 31, 2008, the Company is required to include
a report of management on the Company’s internal control over financial
reporting. The internal control report must include a statement of management’s
responsibility for establishing and maintaining adequate internal control over
financial reporting for the Company; of management’s assessment of the
effectiveness of the Company’s internal control over financial reporting as of
year end; of the framework used by management to evaluate the effectiveness of
the Company’s internal control over financial reporting; and that the Company’s
independent accounting firm has issued an attestation report on management’s
assessment of the Company’s internal control over financial reporting, which
report is also required to be filed as part of the Annual Report on Form
10-K.





In April
2009, the Financial Accounting Standards Board (FASB) issued FASB Staff Position
(FSP) Financial Accounting Standard (FAS) 157-4 “Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly”. Based on the
guidance, if an entity determines that the level of activity for an asset or
liability has significantly decreased and that a transaction is not orderly,
further analysis of transactions or quoted prices is needed, and a significant
adjustment to the transaction or quoted prices may be necessary to estimate fair
value in accordance with Statement of Financial Accounting Standards (SFAS) No.
157 “Fair Value Measurements”. This FSP is to be applied prospectively and is
effective for interim and annual periods ending after June 15, 2009 with early
adoption permitted for periods ending after March 15, 2009. The company will
adopt this FSP for its quarter ending June 30, 2009. There is no expected impact
on the financial statements.





In April
2009, the FASB issued FSP FAS 107-1 and Accounting Principles Board (APB) 28-1
“Interim Disclosures about Fair Value of Financial Instruments”. The FSP amends
SFAS No. 107 “Disclosures about Fair Value of Financial Instruments” to require
an entity to provide disclosures about fair value of financial instruments in
interim financial information. This FSP is to be applied prospectively and is
effective for interim and annual periods ending after June 15, 2009 with early
adoption permitted for periods ending after March 15, 2009. The company will
include the required disclosures in its quarter ending June 30,
2009.





In April
2008, the FASB issued FSP FAS 142-3, “Determination of the Useful Life of
Intangible Assets”. The FSP states that in developing assumptions about renewal
or extension options used to determine the useful life of an intangible asset,
an entity needs to consider its own historical experience adjusted for
entity-specific factors. In the absence of that experience, an entity shall
consider the assumptions that market participants would use about renewal or
extension options. This FSP is to be applied to intangible assets acquired after
January 1, 2009. The adoption of this FSP did not have an impact on the
financial statements.





In May
2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS 165”), which
provides guidance to establish general standards of accounting for and
disclosures of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. SFAS 165 also
requires entities to disclose the date through which subsequent events were
evaluated as well as the rationale for why that date was selected. This
disclosure should alert all users of financial statements that an entity has not
evaluated subsequent events after that date in the set of financial statements
being presented. SFAS 165 is effective for interim and annual periods ending
after June 15, 2009. Since FAS 165 at most requires additional disclosures, the
Company does not expect the adoption to have a material impact on its
consolidated financial position, results of operations or cash
flows.


F-8
 Table of Contents


In June
2009, the FASB approved the “FASB Accounting Standards Codification” (the
“Codification”) as the single source of authoritative nongovernmental U.S. GAAP
to be launched on July 1, 2009. The Codification does not change current U.S.
GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by
providing all the authoritative literature related to a particular topic in one
place. All existing accounting standard documents will be superseded and all
other accounting literature not included in the Codification will be considered
non-authoritative. The Codification is effective for interim and annual periods
ending after September 15, 2009. The Codification is effective for the Company
in the interim period ending September 30, 2009 and the Company does not expect
the adoption to have a material impact on its consolidated financial position,
results of operations or cash flows.





Management
does not believe that any other recently issued, but not yet effective
accounting pronouncements, if adopted, would have a material effect on the
accompanying financial statements.





NOTE 3 -
GOING CONCERN





The
accompanying financial statements have been prepared on a going concern basis
which contemplates the realization of assets and satisfaction of liabilities in
the normal course of business. At December 31, 2008, the Company is currently
inactive and is now seeking merger opportunities. These factors, among others,
indicate that the Company's continuation as a going concern is dependent upon
its ability to find a merger candidate. The financial statements do not include
any adjustments related to the amounts and classification of liabilities that
might be necessary should the Company be unable to continue in
existence.





NOTE 4 –
STOCKHOLDERS’ DEFICIT





On
February 6, 2009, the Company effectuated a 100-for-1 forward stock
split.





All
shares and per share amounts in the financial statements have been adjusted to
give retroactive effect to the common stock splits.





NOTE 5 –
INCOME TAXES





Deferred tax
assets





As of
December 31, 2008 the Company had net operating loss carry forwards of
approximately $6,449,000 that may be available to reduce future years’ taxable
income and will expire commencing in 2011 through 2028.  Availability
of loss usage is subject to change of ownership limitations under Internal
Revenue Code 382.  No tax benefit has been reported with respect to
these net operating loss carry-forwards in the accompanying financial statements
because the Company believes that the realization of the Company’s net deferred
tax assets of approximately $2,579,600 was not considered more likely than not
and accordingly, the potential tax benefits of the net loss carry-forwards are
fully offset by a valuation allowance of $2,579,600.





Deferred
tax assets consist primarily of the tax effect of NOL
carry-forwards.  The Company has provided a full valuation allowance
on the deferred tax assets because of the uncertainty regarding its
realizability.  The valuation allowance increased approximately $1,200
and decreased by $99,102 for the year ended December 31, 2008 and 2007,
respectively.





Components
of deferred tax assets as of December 31, 2008and 2007 are as
follows:





December 31,2008
            
            
            2007Net
      deferred tax assets – Non-current:Expected
      income tax benefit from NOL carry-forwards
            
            $
            2,579,600
            
            
            $
            2,578,400Less
      valuation allowance
            
            
            (2,579,600
            )
            
            
            (2,578,400
            )Deferred
      tax assets, net of valuation allowance
            
            $
            -
            
            
            $
            -


F-9
 Table of Contents


Income taxes in the
statements of operations





The
reconciliation of the federal statutory income tax rate and the effective income
tax rate as a percentage of income before income taxes is as
follows:





For
      the Year Ended December 31,2008
            
            2007Federal
      statutory income tax rate
            
            
            40.0
            %
            
            
            40.0
            %Change
      in valuation allowance on net operating loss
carry-forwards
            
            
            (40.0
            )
            
            
            (40.0
            )Effective
      income tax rate
            
            
            0.0
            %
            
            
            0.0
            %






F-10