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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-KANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year endedJuly 31, 2010

Commission file number333-153510

TAKEDOWN ENTERTAINMENT INC.(formerly Silver Bay Resources Inc.)(Exact Name of
Registrant as Specified in Its Charter)

|Nevada                          | 26-2801338         
|------------------------------- | -------------------
|(State or Other Jurisdiction of | (I.R.S. Employer   
|Incorporation or Organization)  | Identification No.)

9107 Wilshire Blvd., Suite 450, Beverly Hills, CA 90210
  (formerly: 4133 Stanford Ave., Dallas, Texas
75225)(Address of Principal Executive Offices & Zip Code)

310 995 1070(Telephone
Number)

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

Securities registered pursuant to section 12(g) of the Act:
Common Stock, $0.001 par value

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [   ]    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 [  
]    No [X]

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

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

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in Rule 12b-2 of the
Exchange Act. (Check one):

|Large accelerated | Accelerated | Non-accelerated filer
      [   ]          | Smaller reporting
|----------------- | ----------- | ------------------------------------------ | -----------------
|filer [   ]       | filer [   ] | (Do not check if a smaller
      reporting | **Company**[X]   
|                  |             | company)                                   |                  

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

The aggregate market value of Common Stock held by
non-affiliates of the Registrant on July 31, 2010 (50,000,000 shares) was $0
based on a $nil closing price for the Common Stock on July 31, 2010. For
purposes of this computation, all executive officers and directors have been deemed to be
affiliates. Such determination should not be deemed to be an admission that such
executive officers and directors are, in fact, affiliates of the Registrant.

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Indicate the number of shares outstanding of each of the
registrant's classes of common stock as of the latest practicable date.

110,000,000 shares of common stock issued &
outstanding as of October 24, 2010

DOCUMENTS INCORPORATED BY REFERENCE

None.

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TAKEDOWN ENTERTAINMENT INC. TABLE OF CONTENTS

|Item
      1. Business                                                                                              | 4 
|------------------------------------------------------------------------------------------------------------------- | --
|Item
      1A. Risk Factors                                                                                         | 5 
|Item
      2. Properties                                                                                            | 9 
|Item
      3. Legal Proceedings                                                                                     | 9 
|Item
      4. [Removed and Reserved]                                                                                | 9 
|Item
      5. Market for Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities | 9 
|Item
      6. Selected Financial Data                                                                               | 10
|Item
      7. Management's Discussion and Analysis of Financial Condition and Results
      of Operations           | 10
|Item
      7A. Quantitative and Quantitative Disclosures About Market Risk                                          | 13
|Item
      8. Financial Statements and Supplementary Data                                                           | 14
|Item
      9. Changes in and Disagreements with Accountants on Accounting and
      Financial Disclosure            | 24
|Item
      9A. Controls and Procedures                                                                              | 24
|Item
      10. Directors, Executive Officers and Corporate Governance                                               | 25
|Item
      11. Executive Compensation                                                                               | 28
|Item
      12. Security Ownership of Certain Beneficial Owners and Management                                       | 29
|Item
      13. Certain Relationships and Related Transactions, and Director
      Independence                      | 29
|Item
      14. Principal Accounting Fees and Services                                                               | 30
|Item
      15. Exhibits, Financial Statements and Schedules                                                         | 31
|Signatures                                                                                                          | 31

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Part I

Item 1. Business

COMPANY OVERVIEW

Takedown Entertainment Inc (the Company) was incorporated in
the State of Nevada on June 12, 2008 as Silver Bay Resources Inc. and was
engaged in the exploration for silver and other minerals. The Company had staked
one mineral claim containing 12 units covering 248.686 hectares on the shore of
Deserted Bay in Jervis Inlet, approximately 100 km northwest of Vancouver,
British Columbia, which has since been abandoned by the Company. On June 30,
2010 the Company changed its name to Takedown Entertainment Inc. and forward
split its issued and authorized shares on the basis of five new shares for one
old share (5:1) on the same date.

We acquired a molybdenum property comprised of one mineral
claim containing 9 units totaling188.293 hectares located approximately 35
kilometers north of Vancouver British Columbia and approximately 2 kilometers
north of the community of Britannia Beach. Mineral property costs of $20,000 to
date have been expensed.

We had $0 in cash reserves as of the year ended July 31, 2010.
The lack of cash and our inability to raise additional capital has kept us from
conducting any exploration work on the property. Due to the lack of funding we
were unable to proceed with the exploration of our molybdenum property. We
determined not to proceed with further exploration of our mineral claims due to
a determination that the results of our initial geological program did not
generate investor interest in the claims and we were unable to finance further
exploration. We have decided to seek out further business opportunity in pursuit
of developing the Company and in all likelihood will not continue in resource
exploration.

The Company, by the efforts of its recently appointed
President, Peter Wudy, is taking the necessary steps in becoming an integrated
media and sports entertainment company that acquires, produces and distributes
mixed martial arts (MMA) content and programming for North American and
International markets. Takedown intends to deliver the MMA fights that people
want to see. Through strategic investment, underwriting, licensing and royalty
agreements Takedown intends to work with MMA fight organizations around the
world, allowing them to access untapped revenue streams of a wider distribution.
Takedown intends to license and acquire certain rights from each MMA fight
organization including live fight footage, brands & trademarks, digital
media & content, consumer products & merchandise and advertising &
sponsorship representation, then leverages these rights across virtually all
media outlets and distribution channels.

It is anticipated that funding for our MMA project will come
from one or more of the following means: engaging in an offering of our stock;
engaging in borrowing; locating a joint venture partner or partners.

BANKRUPTCY OR SIMILAR PROCEEDINGS

We have not been the subject of a bankruptcy, receivership or
similar proceedings.

PRODUCTS AND SERVICES

We do not currently have any products or services. As a result,
we have no customers or consumers of our products, we have no principal
suppliers or sources for materials and there is no need for government approval
of our products and services.

MARKETS AND CUSTOMERS

According to the directors of the Company, Mixed Martial Arts
(MMA) is a growing international sport, garnering mainstream acceptance in 2005.
MMA events, featuring athletes using a variety of fighting styles including
boxing, jiu jitsu and wrestling have seen growth over the last five years. In
2009, total MMA pay-per-view revenues reached $450 million USD as compared to
HBO Boxing at $175 million USD and WWE at $80 million USD. Add to that the
revenue earned from live event ticket sales, television licensing, home video,
merchandise and sponsorship, and the MMA industry is becoming the competition,
with estimates of the global MMA market being a $1 billion USD industry.

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COMPETITION

The entertainment industry is highly competitive. Competitors
will include the Ultimate Fighting Championship (UFC), Strikeforce, and other
independent media companies and individual producers and operators, most of
which will have financial resources, personnel and facilities substantially
greater than we have. We will face competition for the acquisition of broadcast
rights and media network time.

REGULATIONS

We expect that our operations will comply in all respects with
applicable laws and regulations. We believe that the existence and enforcement
of such laws and regulations will have no more restrictive an effect on our
operations than on other similar companies in the media and entertainment
industry.

EMPLOYEES

Our only current employee is Peter Wudy, our President and sole
executive officer.

RESEARCH AND DEVELOPMENT EXPENDITURES

We have not incurred any research or development expenditures
since our incorporation.

PATENTS AND TRADEMARKS

We do not own, either legally or beneficially, any patents or
trademarks.

Reports to Securities Holders

We provide an annual report that includes audited financial
information to our shareholders. We will make our financial information equally
available to any interested parties or investors through compliance with the
disclosure rules of Regulation S-K for a small business issuer under the
Securities Exchange Act of 1934. We are subject to disclosure filing
requirements including filing a Form 10K annually and Forms 10Q quarterly. In
addition, we will file a Form 8K and other proxy and information statements from
time to time as required. We do not intend to voluntarily file the above reports
in the event that our obligation to file such reports is suspended under the
Exchange Act. The public may read and copy any materials that we file with the
Securities and Exchange Commission, ("SEC"), at the SEC's Public Reference Room
at 100 F Street NE, Washington, DC 20549. The public may obtain information on
the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC maintains an Internet site (www.sec.gov) that contains reports, proxy
and information statements, and other information regarding issuers that file
electronically with the SEC.

Item 1A. Risk Factors

THERE ARE SIGNIFICANT RISKS ASSOCIATED WITH AN INVESTMENT IN
OUR COMMON STOCK. BEFORE MAKING A DECISION CONCERNING THE PURCHASE OF OUR
SECURITIES, YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING FACTORS AND OTHER
INFORMATION IN THIS ANNUAL REPORT WHEN YOU EVALUATE OUR BUSINESS.

Business Risks:

Risks Associated with Our Company.

We have no operating history which makes it difficult to
evaluate the investment merits of our Company.

If we do not obtain additional financing, our business will
fail because we will be unable to fund even the administration of our minimal
operations.

In order for the Company to continue we need to obtain
additional financing. As of July 31, 2010 we had $0 cash on hand. We currently
have no operations or income.

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The future issuance of debt may contain contractual
restrictions that may curtail implementation of our business plan.

We do not have any contractual restrictions limiting our
ability to incur debt. Any significant indebtedness, however, could restrict our
ability to fully implement our business plan. If we are unable to repay the
debt, we could be forced to cease operating.

The loss of any of our key personnel may affect our ability
to implement our business plan and cause our stock to decline in value.

We are dependent on Peter Wudy, President and Director of the
Company, to implement our business plan. The loss of his services may have a
negative effect on our ability to timely and successfully implement our business
plan. We do not have an employment agreement with Mr. Wudy and we have not
obtained key man insurance over him.

Investment Risks:

Our issuance of additional shares may have the effect of
diluting the interest of shareholders; our common stock shareholders do not have
preemptive rights.

Any additional issuances of common stock by us from our
authorized but unissued shares may have the effect of diluting the percentage
interest of existing shareholders. The securities issued to raise funds may have
rights, preferences or privileges that are senior to those of the holders of our
other securities, including our common stock. The board of directors has the
power to issue such shares without shareholder approval. We fully intend to
issue additional common shares in order to raise capital to fund our business
operations and growth objectives.

We do not anticipate paying dividends to our common
stockholders in the foreseeable future, which makes investment in our stock
speculative and risky.

We have not paid dividends on our common stock and do not
anticipate paying dividends on our common stock in the foreseeable future. The
board of directors has sole authority to declare dividends payable to our
stockholders. The fact that we have not paid and do not plan to pay dividends
indicates that we must use all of our funds we generate for reinvestment in our
business activities. Investors also must evaluate an investment in the Company
solely on the basis of anticipated capital gains.

Limited liability of our executive officers and directors
may discourage shareholders from bringing a lawsuit against them.

Our Memorandum and Articles of Incorporation contain provisions
that limit the liability of our directors for monetary damages and provide for
indemnification of officers and directors. These provisions may discourage
shareholders from bringing a lawsuit against officers and directors for breaches
of fiduciary duty and may reduce the likelihood of derivative litigation against
officers and directors even though such action, if successful, might otherwise
have benefited the shareholders. In addition, a shareholder's investment in the
Company may be adversely affected to the extent that we pay costs of settlement
and damage awards against officers or directors pursuant to the indemnification
provisions of the bylaw. The impact on a shareholder's investment in terms of
the cost of defending a lawsuit may deter the shareholder from bringing suit
against any of our officers or directors. We have been advised that the SEC
takes the position that these article and bylaw provisions do not affect the
liability of any director under applicable federal and state securities laws.

We are a development stage company and we expect to incur
operating losses for the foreseeable future.

We were incorporated on June 12, 2008 and our business to date
has been principally organizational activities. We have no way to evaluate the
likelihood that our business will be successful. We have not earned any revenues
as of the date of this annual report. Potential investors should be aware of the
difficulties normally encountered by startup companies and the high rate of
failure of such enterprises. The likelihood of success must be considered in
light of the problems, expenses, difficulties, complications and delays encountered in
connection with the business that we plan to undertake. These potential problems
include, but are not limited to, additional costs and expenses that may exceed
current estimates. We anticipate that we will incur increased operating expenses
without realizing any revenues. We recognize that if business revenues are not
forthcoming, we will not be able to continue business operations. There is no
history upon which to base any assumption as to the likelihood that we will
prove successful, and if we are unsuccessful in addressing these risks, our
business will most likely fail.

6

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We have yet to earn revenue and our ability to sustain our
operations is dependent on our ability to raise additional financing. As a
result, there is substantial doubt about our ability to continue as a going
concern.

We have accumulated net losses of $171,091 for the period from
inception June 12, 2008 to July 31, 2010 and have no revenues to date. Our
future is dependent upon our ability to obtain financing and upon future
profitable operations from the development of our business. These factors raise
substantial doubt that we will be able to continue as a going concern. Our
independent auditor has expressed substantial doubt about our ability to
continue as a going concern. This opinion could materially limit our ability to
raise additional funds by issuing new debt or equity securities or otherwise. If
we fail to raise sufficient capital when needed, we will not be able to complete
our business plan. As a result we may have to liquidate our business and you may
lose your investment. You should consider our auditor's comments when
determining if an investment in our company is suitable.

Because our current officers and directors have other
business interests, they may not be able or willing to devote a sufficient
amount of time to our business operations, causing our business to fail.

Mr. Peter Wudy, our President and director, currently devotes
his full attention providing services to the Company. While he presently
possesses adequate time to attend to our interest, it is possible that the
demands on him from other obligations could increase, with the result that he
would no longer be able to devote sufficient time to the management of our
business. This could negatively impact our business development.

We may be unable to obtain additional capital that we may
require to implement our business plan. This would restrict our ability to grow.

The proceeds from our financing efforts to date have provided
us with a limited amount of working capital not sufficient to fund our proposed
operations. We will require additional capital to continue to operate our
business and our proposed operations. We may be unable to obtain additional
capital as and when required.

Future acquisitions and future development, production and
marketing activities, as well as our administrative requirements (such as
salaries, insurance expenses and general overhead expenses, as well as legal
compliance costs and accounting expenses) will require a substantial amount of
additional capital and cash flow.

We may not be successful in locating suitable financing
transactions in the time period required or at all, and we may not obtain the
capital we require by other means. If we do not succeed in raising additional
capital, the capital we have received to date is not sufficient to fund our
operations going forward without obtaining additional capital financing.

Any additional capital raised through the sale of equity may
dilute your ownership percentage. This could result in a decrease in the fair
market value of our equity securities because our assets would be owned by a
larger pool of outstanding equity. The terms of securities we issue in future
may be more favorable to our new investors, and may include preferences,
superior voting rights and the issuance of warrants or other derivative
securities, and issuances of incentive awards under equity employee incentive
plans, which may have a further dilutive effect.

Our ability to obtain needed financing may be impaired by such
factors as the capital markets generally, our status as a new enterprise without
a demonstrated operating history or the retention or loss of key management. If
the amount of capital we are able to raise from financing activities is not
sufficient to satisfy our capital needs, we may be required to cease our
operations.

We may incur substantial costs in pursuing future capital
financing, including investment banking fees, legal fees, accounting fees,
securities law compliance fees, printing and distribution expenses and other
costs. We may also be required to recognize non-cash expenses in connection with
certain securities we may issue, such as convertible notes and warrants, which
may adversely impact our financial condition.

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The limited trading of our common stock on the OTC bulletin
board may impair your ability to sell your shares.

There has been no trading market for our common stock since our
inception. The lack of trading of our common stock and the low volume of any
future trading may impair your ability to sell your shares at the time you wish
to sell them or at a price that you consider reasonable. Such factors may also
impair our ability to raise capital by selling shares of capital stock and may
impair our ability to acquire other companies or technologies by using common
stock as consideration.

The market price of our common stock is likely to be highly
volatile and subject to wide fluctuations.

Assuming we are able to establish an active trading market for
our common stock, the market price of our common stock is likely to be highly
volatile and could be subject to wide fluctuations in response to a number of
factors that are beyond our control, including:

* dilution caused by our issuance of additional shares of
common stock and other forms of equity securities, which we expect to make in
connection with future capital financings to fund our operations and growth, to
attract and retain valuable personnel and in connection with future strategic
partnerships with other companies;* announcements of acquisitions or other
business initiatives by our competitors;* market changes in the demand for
products and services;* quarterly variations in our revenues and operating
expenses;* changes in the valuation of similarly situated companies, both in
our industry and in other industries;* changes in analysts' estimates
affecting us, our competitors or our industry;* additions and departures of
key personnel;* fluctuations in interest rates and the availability of
capital in the capital markets;

These and other factors are largely beyond our control, and the
impact of these risks, singly or in the aggregate, may result in material
adverse changes to the market price of our common stock and our results of
operations and financial condition.

Our operating results may fluctuate significantly, and these
fluctuations may cause our stock price to decline.

Our operating results will likely vary in the future primarily
as the result of fluctuations in our revenues and operating expenses, costs that
we incur, and other factors. If our results of operations do not meet the
expectations of current or potential investors, the price of our common stock
may decline.

Applicable sec rules governing the trading of "penny stocks"
will limit the trading and liquidity of our common stock, which may affect the
trading price of our common stock.

Our common stock is presently considered to be a "penny stock"
and is subject to SEC rules and regulations which impose limitations upon the
manner in which such shares may be publicly traded and which regulate
broker-dealer practices in connection with transactions in "penny stocks." Penny
stocks generally are equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the NASDAQ system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system). The penny stock rules require a broker-dealer, prior to a transaction
in a penny stock not otherwise exempt from the rules, to deliver a standardized
risk disclosure document that provides information about penny stocks and the
risks in the penny stock market. The broker-dealer must also provide the
customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction, and
monthly account statements showing the market value of each penny stock held in
the customer's account. In addition, the penny stock rules generally require
that prior to a transaction in a penny stock, the broker-dealer make a special
written determination that the penny stock is a suitable investment for the
purchaser and receive the purchaser's written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock rules which may increase the difficulty investors may experience in
attempting to liquidate such securities.

Forward-looking statements

This Form 10-K contains forward-looking statements that involve
risk and uncertainties. We use words such as anticipate, believe, will, plan,
expect, future, intend and similar expressions to identify such forward-looking
statements. You should not place too much reliance on these
forward-looking statements. Our actual results are likely to differ materially
from those anticipated in these forward-looking statements for many reasons.

8

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Item 2. Properties

We currently do not own any physical property or own any real
property. Our principal executive office is located at: 9107 Wilshire Blvd.,
Suite 450, Beverly Hills, CA 90210.

Item 3. Legal Proceedings

We are not currently involved in any legal proceedings and we
are not aware of any pending or potential legal actions.

Item 4. [Removed and Reserved]

Part II

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

Market Information

Our common stock is not traded on any exchange. Our common
stock is quoted on OTC Bulletin Board under the trading symbol "SRBR.OB". We
cannot assure you that there will be a market in the future for our common
stock.

OTC Bulletin Board securities are not listed and traded on the
floor of an organized national or regional stock exchange. Instead, OTC Bulletin
Board securities transactions are conducted through a telephone and computer
network connecting dealers. OTC Bulletin Board issuers are traditionally smaller
companies that do not meet the financial and other listing requirements of a
national or regional stock exchange.

Since our common stock was approved for quotation on the OTC
Bulletin Board there have been no trades in our stock.

The SEC has adopted rules that regulate broker-dealer practices
in connection with transactions in penny stocks. Penny stocks are generally
equity securities with a price of less than $5.00, other than securities
registered on certain national securities exchanges or quoted on the NASDAQ
system, provided that current price and volume information with respect to
transactions in such securities is provided by the exchange or quotation system.
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock, to deliver a standardized risk disclosure document prepared by the SEC,
that: (a) contains a description of the nature and level of risk in the market
for penny stocks in both public offerings and secondary trading; (b) contains a
description of the broker's or dealer's duties to the customer and of the rights
and remedies available to the customer with respect to a violation to such
duties or other requirements of Securities' laws; (c) contains a brief, clear,
narrative description of a dealer market, including bid and ask prices for penny
stocks and the significance of the spread between the bid and ask price; (d)
contains a toll-free telephone number for inquiries on disciplinary actions; (e)
defines significant terms in the disclosure document or in the conduct of
trading in penny stocks; and (f) contains such other information and is in such
form, including language, type, size and format, as the SEC shall require by
rule or regulation. The broker-dealer also must provide, prior to effecting any
transaction in a penny stock, the customer with: (a) bid and offer quotations
for the penny stock; (b) the compensation of the broker-dealer and its
salesperson in the transaction; (c) the number of shares to which such bid and
ask prices apply, or other comparable information relating to the depth and
liquidity of the market for such stock; and (d) monthly account statements
showing the market value of each penny stock held in the customer's account. In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a suitably written statement.

These disclosure requirements may have the effect of reducing
the trading activity in the secondary market for our stock if it becomes subject
to these penny stock rules. Therefore, if our common stock becomes subject to
the penny stock rules, stockholders may have difficulty selling those
securities.

Holders

As of October 22, 2010 there were 25 holders of record of our
common stock.

9

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Dividends

To date, we have not paid dividends on shares of our common
stock and we do not expect to declare or pay dividends on shares of our common
stock in the foreseeable future. The payment of any dividends will depend upon
our future earnings, if any, our financial condition, and other factors deemed
relevant by our Board of Directors.

Equity Compensation Plans

As of October 22, 2010 we did not have any equity compensation
plans.

Outstanding Equity Awards at Fiscal Year-End

There were no outstanding equity awards for our executive
officers and directors as of June 30, 2010.

Purchase of Equity Securities by the Issuer and Affiliated
Purchasers

We did not purchase any of our shares of common stock or other
securities during the year ended June 30, 2010.

Recent Sales of Unregistered Securities

We did not have any sales of unregistered securities which have
not been previously disclosed.

The SEC has adopted rules that regulate broker-dealer practices
in connection with transactions in penny stocks. Penny stocks are generally
equity securities with a price of less than $5.00, other than securities
registered on certain national securities exchanges or quoted on the NASDAQ
system, provided that current price and volume information with respect to
transactions in such securities is provided by the exchange or quotation system.
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock, to deliver a standardized risk disclosure document prepared by the SEC,
that: (a) contains a description of the nature and level of risk in the market
for penny stocks in both public offerings and secondary trading; (b) contains a
description of the broker's or dealer's duties to the customer and of the rights
and remedies available to the customer with respect to a violation to such
duties or other requirements of Securities' laws; (c) contains a brief, clear,
narrative description of a dealer market, including bid and ask prices for penny
stocks and the significance of the spread between the bid and ask price; (d)
contains a toll-free telephone number for inquiries on disciplinary actions; (e)
defines significant terms in the disclosure document or in the conduct of
trading in penny stocks; and (f) contains such other information and is in such
form, including language, type, size and format, as the SEC shall require by
rule or regulation. The broker-dealer also must provide, prior to effecting any
transaction in a penny stock, the customer with: (a) bid and offer quotations
for the penny stock; (b) the compensation of the broker-dealer and its
salesperson in the transaction; (c) the number of shares to which such bid and
ask prices apply, or other comparable information relating to the depth and
liquidity of the market for such stock; and (d) monthly account statements
showing the market value of each penny stock held in the customer's account. In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a suitably written statement.

These disclosure requirements may have the effect of reducing
the trading activity in the secondary market for our stock if it becomes subject
to these penny stock rules. Therefore, if our common stock becomes subject to
the penny stock rules, stockholders may have difficulty selling those
securities.

Item 6. Selected Financial Data

As a "smaller reporting company" we are not required to provide
the information required by this Item.

Item 7. Management's Discussion and Analysis of Financial
  Condition and Results of Operations

Forward Looking Statements

This section of this report includes a number of
forward-looking statements that reflect our current views with respect to future
events and financial performance. Forward-looking statements are often
identified by words like: believe, expect, estimate, anticipate, intend, project
and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these
forward-looking statements, which apply only as of the date of our report. These
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from historical results or our
predictions. We are a development stage company and have not yet generated or
realized any revenues.

10

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Results of Operations

We are still in the development stage and have not generated
any revenues to date.

We incurred operating losses of $171,091 from date of
incorporation to the year ended July 31, 2010. These losses consisted of general
operating expenses and professional fees incurred in connection with the day to
day operation of our business and the preparation and filing of our periodic
reports. Our net loss for the year ending July 31, 2010 was $55,107.

Our auditors have issued a going concern opinion. This means
that there is substantial doubt that we can continue as an on-going business for
the next twelve months unless we obtain additional capital to pay our bills.
This is because we have not generated revenues. There is no assurance we will
ever generate revenues. We are still in our development stage and have generated
no revenues to date.

The following table provides selected financial data about our
company for the years ended July 31, 2010 and 2009 and the period from inception
June 12, 2008 to July 31, 2008.

Balance Sheet Data:
    
    2010
    
    
    2009
    
    
    2008Cash
    $
    0
    
    $
    0
    
    $
    0Total assets
    $
    0
    
    $
    0
    
    $
    0Total liabilities
    $
    151,091
    
    $
    95,984
    
    $
    61,747Shareholders' deficit
    $
    (151,091
    )
    $
    (95,984
    )
    $
    (61,747
    )


Liquidity and Capital Resources

Our cash balance at July 31, 2010 was $0 (2009 - $0) with
outstanding liabilities of $151,091 (2009 - $95,984). Our current cash balance
will be unable to sustain operations for the next twelve months. We will be
forced to raise additional funds by issuing new debt or equity securities or
otherwise. If we fail to raise sufficient capital when needed, we will not be
able to complete our business plan. We are a development stage company and have
generated no revenue to date.

Plan of Operation

We have no cash as of July 31, 2010 and are not currently able
to fund our levels of operations for the next twelve months. As a result we will
be forced to raise additional funds by issuing new debt or equity securities or
otherwise. If we fail to raise sufficient capital when needed, we will not be
able to complete our business plan. We are a development stage company and have
generated no revenue to date.

Our auditor has issued a going concern opinion. This means that
there is substantial doubt that we can continue as an on-going business for the
next twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated revenues and no revenues are anticipated until we
begin removing and selling minerals. There is no assurance we will ever reach
that stage. The future of the Company is dependent upon its ability to obtain
financing and upon future profitable operations from the development of
acquisitions. Management has plans to seek additional capital through a private
placement and public offering of its common stock.

Off-Balance Sheet Arrangements

We do not have 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 that is
material to investors.

Application of Critical Accounting Policies

BASIS OF PRESENTATION

11

---

The Company follows accounting principles generally accepted in
the United States of America. In the opinion of management all adjustments,
consisting of normal recurring adjustments, necessary for a fair presentation of
financial position and the results of operations for the periods presented have
been reflected herein.

REVENUE RECOGNITION

The Company will recognize revenue in accordance with
Accounting Standards Codification No. 605, REVENUE RECOGNITION ("ASC-605"),
ASC-605 requires that four basic criteria must be met before revenue can be
recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has
occurred; (3) the selling price is fixed and determinable; and (4)
collectability is reasonably assured. Determination of criteria (3) and (4) are
based on management's judgments regarding the fixed nature of the selling prices
of the products delivered and the collectability of those amounts. Provisions
for discounts and rebates to customers, estimated returns and allowances, and
other adjustments are provided for in the same period the related sales are
recorded. The Company will defer any revenue for which the product has not been
delivered or is subject to refund until such time that the Company and the
customer jointly determine that the product has been delivered or no refund will
be required.

USE OF ESTIMATES

The preparation of the financial statements in conformity with
generally accepted accounting principles 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. The Company regularly evaluates estimates and assumptions
related to the deferred income tax asset valuation allowances. The Company bases
its estimates and assumptions on current facts, historical experience and
various other factors that it believes to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying
values of assets and liabilities and the accrual of costs and expenses that are
not readily apparent from other sources. The actual results experienced by the
Company may differ materially and adversely from the Company's estimates. To the
extent there are material differences between the estimates and the actual
results, future results of operations will be affected.

CASH AND CASH EQUIVALENTS

For purposes of the statement of cash flows, the Company
considers all highly liquid investments purchased with an original maturity of
three months or less to be cash equivalents. As of July 31, 2010 the Company had
no cash or cash equivalents.

DEVELOPMENT STAGE COMPANY

The Company is considered a development stage company, having
limited operating revenues during the period presented, as defined by Accounting
Standards Codification ASC 915-205 "Development-Stage Entities". ASC 915-205
requires companies to report their operations, shareholders equity and cash
flows since inception through the date that revenues are generated from
management's intended operations, among other things.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Pursuant to ASC 820, Fair Value Measurements and Disclosures
and ASC 825, Financial Instruments, an entity is required to maximize the use of
observable inputs and minimize the use of unobservable inputs when measuring
fair value. ASC 820 and 825 establishes a fair value hierarchy based on the
level of independent, objective evidence surrounding the inputs used to measure
fair value. A financial instrument's categorization within the fair value
hierarchy is based upon the lowest level of input that is significant to the
fair value measurement. ASC 820 and 825 prioritizes the inputs into three levels
that may be used to measure fair value:

Level 1 
  Level 1 applies to assets or liabilities for which
there are quoted prices in active markets for identical assets or liabilities.
Level 2 Level 2 applies to assets or liabilities for which there are
inputs other than quoted prices that are observable for the asset or liability
such as quoted prices for similar assets or liabilities in active markets;
quoted prices for identical assets or liabilities in markets with insufficient
volume or infrequent transactions (less active markets); or model-derived
valuations in which significant inputs are observable or can be derived
principally from, or corroborated by, observable market data. Level 3
Level 3 applies to assets or liabilities for which there are unobservable
inputs to the valuation methodology that are significant to the measurement of
the fair value of the assets or liabilities.

12

---

The Company's financial instruments consist principally of
cash, and amounts due to related parties. Pursuant to ASC 820 and 825, the fair
value of our cash is determined based on "Level 1" inputs, which consist of
quoted prices in active markets for identical assets. We believe that the recorded
values of all of our other financial instruments approximate their current fair
values because of their nature and respective maturity dates or durations.

Item 7A. Quantitative and Quantitative Disclosures About
  Market Risk

As a "smaller reporting company" we are not required to provide
the information required by this Item.

13

---

Item 8. Financial Statements and Supplementary
Data

FINANCIAL STATEMENTSTakedown Entertainment Inc.
(formerly Silver Bay Resources, Inc.)

July 31, 2010



|                                                                                                                                                         | Index  
|-------------------------------------------------------------------------------------------------------------------------------------------------------- | -------
|                                                                                                                                                         |        
|Report
      of Independent Registered Public Accounting Firm                                                                                            |        
|                                                                                                                                                         |        
|Balance
      Sheets as of July 31, 2010 and 2009                                                                                                        | 16     
|                                                                                                                                                         |        
|Statements
      of Operations for the years ending July 31, 2010 and 2009 and for the
      Period From June 12, 2008 (inception) Through July 31, 2010 | 17     
|                                                                                                                                                         |        
|Statements
      of Cash Flows for the years ended July 31, 2010 and 2009 and for the
      Period From June 12, 2008 (inception) Through July 31, 2010  | 18     
|                                                                                                                                                         |        
|Statement
      of Changes in Stockholders' Deficit for the Period From June 12, 2008
      (inception) Through July 31, 2010                            | 19     
|                                                                                                                                                         |        
|Notes
      to the Financial Statements                                                                                                                  | 20  23

14

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Takedown Entertainment, Inc. 
  (formerly Silver Bay Resources, Inc.)

We have audited the accompanying balance sheets of Takedown
Entertainment, Inc. (formerly Silver Bay Resources, Inc. - a development stage
company) as of July 31, 2010 and 2009 and the related statements of operations,
changes in stockholders' deficit, and cash flows for the twelve month periods
then ended and the period from June 12, 2008 (inception) through July 31, 2010.
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 also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Takedown
Entertainment, Inc. as of July 31, 2010 and 2009, and the results of its
operations, changes in stockholders' deficit and cash flows for the periods
described above in conformity with accounting principles generally accepted in
the United States of America.

The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
3 to the financial statements, the Company has suffered a net loss from
operations and has a net capital deficiency, which raises substantial doubt
about its ability to continue as a going concern. Management's plans regarding
those matters also are described in Note 3. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

/s/ M&K CPAS, PLLC

www.mkacpas.com

Houston, Texas

October 20, 2010

15

---

TAKEDOWN ENTERTAINMENT INC(formerly Silver Bay Resources,
Inc)(a development stage company)Balance Sheets
  (Stated in US Dollars)

|                                                                                                                    |   | As of    |   |   | As of    |  
|------------------------------------------------------------------------------------------------------------------- | - | -------- | - | - | -------- | -
|                                                                                                                    |   | July 31  |   |   | July 31  |  
|                                                                                                                    |   | 2010     |   |   | 2009     |  
|Assets                                                                                                              |   |          |   |   |          |  
|Current assets                                                                                                      |   |          |   |   |          |  
|Cash                                                                                                                | $ | -        |   | $ | -        |  
|Total current assets                                                                                                |   | -        |   |   | -        |  
|                                                                                                                    |   |          |   |   |          |  
|Total Assets                                                                                                        | $ | -        |   | $ | -        |  
|                                                                                                                    |   |          |   |   |          |  
|                                                                                                                    |   |          |   |   |          |  
|Liabilities                                                                                                         |   |          |   |   |          |  
|Current liabilities                                                                                                 |   |          |   |   |          |  
|Accounts payable                                                                                                    | $ | 21,525   |   | $ | 2,870    |  
|Management fees payable                                                                                             |   | 18,750   |   |   | -        |  
|Shareholder Loan                                                                                                    |   | 87,406   |   |   | 86,150   |  
|Accrued interest and professional fees                                                                              |   | 23,410   |   |   | 6,964    |  
|Total current liabilities                                                                                           |   | 151,091  |   |   | 95,984   |  
|                                                                                                                    |   |          |   |   |          |  
|Total Liabilities                                                                                                   |   | 151,091  |   |   | 95,984   |  
|                                                                                                                    |   |          |   |   |          |  
|Stockholders' Deficit                                                                                               |   |          |   |   |          |  
|Common Stock, $0.001 par value 375,000,000 Common
      Shares Authorized 110,000,000 Shares Issued and Outstanding |   | 110,000  |   |   | 110,000  |  
|Additional paid-in capital                                                                                          |   | (90,000  | ) |   | (90,000  | )
|Deficit accumulated during development stage                                                                        |   | (171,091 | ) |   | (115,984 | )
|Total stockholders' deficit                                                                                         |   | (151,091 | ) |   | (95,984  | )
|                                                                                                                    |   |          |   |   |          |  
|Total liabilities and stockholders' deficit                                                                         | $ | -        |   | $ | -        |  

The accompanying notes are an integral part of these financial
statements

16

---

TAKEDOWN ENTERTAINMENT INC(formerly Silver Bay Resources
Inc)(a development stage company)Statements of Operations
  (Stated in US Dollars)

|                                         |   |              |   |   |              |   |   | From      |  
|---------------------------------------- | - | ------------ | - | - | ------------ | - | - | --------- | -
|                                         |   |              |   |   |              |   |   | inception |  
|                                         |   | For the year |   |   | For the year |   |   | (June 12, |  
|                                         |   | ending       |   |   | ending       |   |   | 2008) to  |  
|                                         |   | July 31,     |   |   | July 31,     |   |   | July 31,  |  
|                                         |   | 2010         |   |   | 2009         |   |   | 2010      |  
|Revenue                                  | $ | -            |   | $ | -            |   | $ | -         |  
|                                         |   |              |   |   |              |   |   |           |  
|Expenses                                 |   |              |   |   |              |   |   |           |  
|Mining claims                            |   | -            |   |   | -            |   |   | 20,000    |  
|Accounting and professional Fees         |   | 12,514       |   |   | 27,580       |   |   | 100,694   |  
|Transfer agent fees                      |   | 9,730        |   |   | -            |   |   | 9,730     |  
|Consulting fees                          |   | 6,122        |   |   | -            |   |   | 6,122     |  
|Management fees                          |   | 18,750       |   |   | -            |   |   | 18,750    |  
|Filing Fees                              |   | 1,050        |   |   | -            |   |   | 1,890     |  
|Investor relations                       |   | 495          |   |   | -            |   |   | 495       |  
|Interest expense                         |   | 6,446        |   |   | 6,657        |   |   | 13,410    |  
|Total Expenses                           |   | 55,107       |   |   | 34,237       |   |   | 171,091   |  
|                                         |   |              |   |   |              |   |   |           |  
|Provision for income tax                 |   | -            |   |   | -            |   |   | -         |  
|                                         |   |              |   |   |              |   |   |           |  
|Net Loss                                 | $ | (55,107      | ) | $ | (34,237      | ) | $ | (171,091  | )
|                                         |   |              |   |   |              |   |   |           |  
|Basic and Diluted Loss per Common Share  | $ | (0.00        | ) | $ | (0.00        | ) |   |           |  
|                                         |   |              |   |   |              |   |   |           |  
|                                         |   |              |   |   |              |   |   |           |  
|Weighted Average Number of Common Shares |   | 110,000,000  |   |   | 110,000,000  |   |   |           |  

The accompanying notes are an integral part of these financial
statements

17

---

TAKEDOWN ENTERTAINMENT INC(formerly Silver Bay Resources
Inc)(a development stage company)Statement of Stockholders' Equity
(Deficit)From Inception (June 12, 2008) to July 31, 2010
  (Stated in US Dollars)

DeficitAccumulatedDuring
      
      
      TotalCommon Stock
      
      
      Paid in
      
      
      Exploration
      
      
      EquityShares
      
      
      Amount
      
      
      Capital
      
      
      Stage
      
      
      (Deficit)Shares issued to founders - June 12, 2008
      
      110,000,000
      
      $
      110,000
      
      $
      (90,000
      )
      $
      -
      
      $
      20,000Net Loss for period
      
      
      
      
      
      
      
      
      
      
      (81,747
      )
      
      (81,747
      )Balance, July 31, 2008
      
      110,000,000
      
      
      110,000
      
      
      (90,000
      )
      
      (81,747
      )
      
      (61,747
      )Net Loss for year
      
      
      
      
      
      
      
      
      
      
      (34,237
      )
      
      (34,237
      )Balance, July 31, 2009
      
      110,000,000
      
      $
      110,000
      
      $
      (90,000
      )
      $
      (115,984
      )
      $
      (95,984
      )Net Loss for year
      
      
      
      
      
      
      
      
      
      
      (55,107
      )
      
      (55,107
      )Balance, July 31, 2010
      
      110,000,000
      
      $
      110,000
      
      $
      (90,000
      )
      $
      (171,091
      )
      $
      (151,091
      )


The accompanying notes are an integral part of these financial
statements

18

---

TAKEDOWN ENTERTAINMENT INC(formerly Silver Bay Resources
Inc)(a development stage company)Statements of Cash Flows
  (Stated in US Dollars)

|                                               |   |              |   |   |              |   |   | From      |  
|---------------------------------------------- | - | ------------ | - | - | ------------ | - | - | --------- | -
|                                               |   |              |   |   |              |   |   | inception |  
|                                               |   | For the year |   |   | For the year |   |   | (June 12, |  
|                                               |   | ending       |   |   | ending       |   |   | 2008) to  |  
|                                               |   | **July 31,** |   |   | July 31,     |   |   | July 31,  |  
|                                               |   | 2010         |   |   | 2009         |   |   | 2010      |  
|Operating Activities                           |   |              |   |   |              |   |   |           |  
|Net loss                                       | $ | (55,107      | ) | $ | (34,237      | ) | $ | (171,091  | )
|Changes in:                                    |   |              |   |   |              |   |   |           |  
|Accounts payable                               |   | 28,655       |   |   | 1,430        |   |   | 31,525    |  
|Management fees payable                        |   | 18,750       |   |   | -            |   |   | 18,750    |  
|Accrued interest                               |   | 6,446        |   |   | 6,657        |   |   | 13,410    |  
|Net cash used in operating activities          |   | (1,256       | ) |   | (26,150      | ) |   | (107,406  | )
|                                               |   |              |   |   |              |   |   |           |  
|Investing Activites                            |   |              |   |   |              |   |   |           |  
|Net cash used in investing activities          | $ | -            |   | $ | -            |   | $ | -         |  
|                                               |   |              |   |   |              |   |   |           |  
|Financing Activities                           |   |              |   |   |              |   |   |           |  
|                                               |   |              |   |   |              |   |   |           |  
|Proceeds from Shareholder Loan                 |   | 1,256        |   |   | 26,150       |   |   | 87,406    |  
|Proceeds from Common shares issued to founders |   | -            |   |   | -            |   |   | 20,000    |  
|Net cash provided by financing activities      | $ | 1,256        |   | $ | 26,150       |   | $ | 107,406   |  
|                                               |   |              |   |   |              |   |   |           |  
|Change in cash for the year                    |   | -            |   |   | -            |   |   | -         |  
|Cash at beginning of period                    |   | -            |   |   | -            |   |   | -         |  
|Cash at end of period                          | $ | -            |   | $ | -            |   | $ | -         |  
|                                               |   |              |   |   |              |   |   |           |  
|Cash Paid For:                                 |   |              |   |   |              |   |   |           |  
|Interest                                       | $ | -            |   | $ | -            |   | $ | -         |  
|Income Tax                                     | $ | -            |   | $ | -            |   | $ | -         |  

The accompanying notes are an integral part of these financial
statements

19

---

TAKEDOWN ENTERTAINMENT INC (formerly Silver Bay Resources
Inc) (a development stage company) Footnotes to the Financial Statements
For the year ended July 31, 2010 
  (Stated in US Dollars)

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

The Company was incorporated under the laws of the State of
Nevada on June 12, 2008 to engage in the exploration of silver and other
minerals. On June 30, 2010 the Company changed its name to Takedown
Entertainment Inc. and changed its business focus to mixed martial arts media
entertainment.

We determined not to proceed with further exploration of our
mineral claims due to a determination that our initial geological information
did not generate investor interest in the claims and we were unable to finance
further exploration.

The Company is taking the necessary steps in becoming an
integrated media and sports entertainment company that acquires, produces and
distributes mixed martial arts (MMA) content and programming for North American
and International markets. Takedown will license and acquire certain rights from
each MMA fight organization including live fight footage, brands &
trademarks, digital media & content, consumer products & merchandise and
advertising & sponsorship representation, then leverages these rights across
virtually all media outlets and distribution channels.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION The Company follows accounting
principles generally accepted in the United States of America. In the opinion of
management all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of
operations for the periods presented have been reflected herein.

REVENUE RECOGNITION The Company will recognize revenue in
accordance with Accounting Standards Codification No. 605, REVENUE RECOGNITION
("ASC-605"), ASC-605 requires that four basic criteria must be met before
revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2)
delivery has occurred; (3) the selling price is fixed and determinable; and (4)
collectability is reasonably assured. Determination of criteria (3) and (4) are
based on management's judgments regarding the fixed nature of the selling prices
of the products delivered and the collectability of those amounts. Provisions
for discounts and rebates to customers, estimated returns and allowances, and
other adjustments are provided for in the same period the related sales are
recorded. The Company will defer any revenue for which the product has not been
delivered or is subject to refund until such time that the Company and the
customer jointly determine that the product has been delivered or no refund will
be required.

USE OF ESTIMATES The preparation of the financial
statements in conformity with generally accepted accounting principles 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. The Company regularly evaluates estimates
and assumptions related to the deferred income tax asset valuation allowances.
The Company bases its estimates and assumptions on current facts, historical
experience and various other factors that it believes to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities and the accrual of costs and
expenses that are not readily apparent from other sources. The actual results
experienced by the Company may differ materially and adversely from the
Company's estimates. To the extent there are material differences between the
estimates and the actual results, future results of operations will be affected.

CASH AND CASH EQUIVALENTS For purposes of the statement of
cash flows, the Company considers all highly liquid investments purchased with
an original maturity of three months or less to be cash equivalents. As of July
31, 2010 the Company had no cash or cash equivalents.

20

---

DEVELOPMENT STAGE COMPANY The Company is considered a
development stage company, having limited operating revenues during the period
presented, as defined by Accounting Standards Codification ASC 915-205
"Development-Stage Entities". ASC 915-205 requires companies to report their
operations, shareholders equity and cash flows since inception through the date
that revenues are generated from management's intended operations, among other
things.

FAIR VALUE OF FINANCIAL INSTRUMENTS Pursuant to ASC 820,
Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an
entity is required to maximize the use of observable inputs and minimize the use
of unobservable inputs when measuring fair value. ASC 820 and 825 establishes a
fair value hierarchy based on the level of independent, objective evidence
surrounding the inputs used to measure fair value. A financial instrument's
categorization within the fair value hierarchy is based upon the lowest level of
input that is significant to the fair value measurement. ASC 820 and 825
prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 Level 1 applies to assets or liabilities for which
there are quoted prices in active markets for identical assets or liabilities.
Level 2 Level 2 applies to assets or liabilities for which there are
inputs other than quoted prices that are observable for the asset or liability
such as quoted prices for similar assets or liabilities in active markets;
quoted prices for identical assets or liabilities in markets with insufficient
volume or infrequent transactions (less active markets); or model-derived
valuations in which significant inputs are observable or can be derived
principally from, or corroborated by, observable market data. Level 3
Level 3 applies to assets or liabilities for which there are unobservable
inputs to the valuation methodology that are significant to the measurement of
the fair value of the assets or liabilities.

The Company's financial instruments consist principally of
cash, and amounts due to related parties. Pursuant to ASC 820 and 825, the fair
value of our cash is determined based on "Level 1" inputs, which consist of
quoted prices in active markets for identical assets. We believe that the
recorded values of all of our other financial instruments approximate their
current fair values because of their nature and respective maturity dates or
durations.

INCOME TAXES The Company provides for income taxes under
ASC 740, Accounting for Income Taxes. ASC 740 requires the use of an asset and
liability approach in accounting for income taxes. Deferred tax assets and
liabilities are recorded based on the differences between the financial
statement and tax bases of assets and liabilities and the tax rates in effect
when these differences are expected to reverse.

ASC 740 requires the reduction of deferred tax assets by a
valuation allowance if, based on the weight of available evidence, it is more
likely than not that some or all of the deferred tax assets will not be
realized. The Companys net operating loss at July 31, 2010 is $58,172 and
begins to expire in 2028. The Company has no uncertain tax provisions at July
31, 2010.

July 31,
    
    
    July 31,2010
    
    
    2009Income tax expense at
      statutory rate
    $
    18,737
    
    $
    11,641Valuation allowance
    
    (18,737
    )
    
    (11,641
    )Income tax expense per books
    $
    0
    
    $
    0


Net deferred tax assets consist of the
following components as of:

July 31,
    
    
    July 31,2010
    
    
    2009NOL Carryover
    $
    58,172
    
    $
    39,435Valuation allowance
    
    (58,172
    )
    
    (39,435
    )Net deferred tax asset
    $
    0
    
    $
    0


21

---

BASIC AND DILUTED NET LOSS PER COMMON SHARE The Company
computes loss per share in accordance with "ASC-260", "Earnings per Share" which
requires presentation of both basic and diluted earnings per share on the face
of the statement of operations. Basic loss per share is computed by dividing net
loss available to common shareholders by the weighted average number of
outstanding common shares during the period. Diluted loss per share gives effect
to all dilutive potential common shares outstanding during the period. Dilutive
loss per share excludes all potential common shares if their effect is
anti-dilutive.

During the year ended July31, 2010 the Company forward split
its issued common shares on the basis of five new shares for one old share (5
for 1). At July 31, 2010 and also at July 31, 2009 there were 110,000,000 post
split weighted average number of shares outstanding and the loss per share, both
basic and diluted, was $(0.00) .

STOCK BASED COMPENSATION The Company records stock based
compensation in accordance with the guidance in ASC Topic 718 which requires the
Company to recognize expenses related to the fair value of its employee stock
option awards. This eliminates accounting for share-based compensation
transactions using the intrinsic value and requires instead that such
transactions be accounted for using a fair-value-based method. The Company
recognizes the cost of all share-based awards on a graded vesting basis over the
vesting period of the award.

MINERAL PROPERTYIn 2008 the Company purchased mining claims
located in the Jervis Inlet, approximately 100 km northwest of Vancouver,
British Columbia. The property comprised one mineral claim containing 12 cell
claim units totaling 248.686 hectares. In accordance with ACC 255-10 "Additional
Disclosure by Enterprises with Mineral Resources Assets" the Company since
inception (June 12, 2008) has yet to establish proven or probable mining
reserves and has no quantities of proved mineral reserves or probable mineral
reserves. Moreover, the Company has not purchased or sold proved or probable
minerals reserves since inception. Due to the fact that we have no proven or
probable mining reserves the Company will record our exploration and development
costs within operating expenses, as opposed to capitalizing those costs.
Subsequently the Company determined not to proceed with further exploration of
the mineral claims due to a determination that the initial geological
information did not generate investor interest in the claims and was unable to
finance further exploration.

RECENT ACCOUNTING PRONOUNCEMENTS The Company does not
expect the adoption of any recently issued accounting pronouncements to have a
significant effect on its financial statements.

In August 2009, the FASB issued update 2009-05, ASC 820,
Fair Value Measurements and Disclosures  Measuring Liabilities at Fair Valuewhich provides additional guidance clarifying the measurement of financial
liabilities at fair value. This standard is effective after issuance and did not
have a significant effect upon our consolidated financial statements.

In October 2009, the FASB issued update 2009-13, ASC 605,
Revenue Recognition: Multiple Deliverable Revenue Arrangements-a consensus
of the FASB Emerging Issues Task Force. The revised guidance provides for
two significant changes to existing multiple element arrangement guidance. The
first relates to the determination of when the individual deliverables included
in a multiple-element arrangement may be treated as separate units of
accounting. This change is significant as it will likely result in the
requirement to separate more deliverables within an arrangement, ultimately
leading to less revenue deferral. The second change modifies the manner in which
the transaction consideration is allocated across the separately identifiable
deliverables. These changes are likely to result in earlier recognition of
revenue for multiple-element arrangements than under previous guidance. This
standard is effective prospectively for revenue arrangements entered into or
materially modified in fiscal years beginning on or after June 15, 2010. We have
not yet determined the effect of this standard upon our consolidated financial
statements.

In October 2009, the FASB issued update 2009-14, ASC 985,
Software: Certain Revenue Arrangements That Include Software Elements  a
consensus of the FASB Emerging Issues Task Force. This updated guidance is
expected to significantly affect how entities account for revenue arrangements
that contain both hardware and software elements. This standard is effective
prospectively for revenue arrangements entered into or materially modified in
fiscal years beginning on or after June 15, 2010. We have not yet determined the
effect of this standard upon our consolidated financial statements.

In August 2009, the FASB issued update 2009-05, ASC 820,
Fair Value Measurements and Disclosures  Measuring Liabilities at Fair Valuewhich provides additional guidance clarifying the measurement of financial
liabilities at fair value. This standard is effective after issuance and did not
have a significant effect upon our consolidated financial statements.

22

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In October 2009, the FASB issued update 2009-13, ASC 605,
Revenue Recognition: Multiple Deliverable Revenue Arrangements-a consensus
of the FASB Emerging Issues Task Force. The revised guidance provides for
two significant changes to existing multiple element arrangement guidance. The
first relates to the determination of when the individual deliverables included
in a multiple-element arrangement may be treated as separate units of
accounting. This change is significant as it will likely result in the
requirement to separate more deliverables within an arrangement, ultimately
leading to less revenue deferral. The second change modifies the manner in which
the transaction consideration is allocated across the separately identifiable
deliverables. These changes are likely to result in earlier recognition of
revenue for multiple-element arrangements than under previous guidance. This
standard is effective prospectively for revenue arrangements entered into or
materially modified in fiscal years beginning on or after June 15, 2010. We have
not yet determined the effect of this standard upon our consolidated financial
statements.

In October 2009, the FASB issued update 2009-14, ASC 985,
Software: Certain Revenue Arrangements That Include Software Elements  a
consensus of the FASB Emerging Issues Task Force. This updated guidance is
expected to significantly affect how entities account for revenue arrangements
that contain both hardware and software elements. This standard is effective
prospectively for revenue arrangements entered into or materially modified in
fiscal years beginning on or after June 15, 2010. We have not yet determined the
effect of this standard upon our consolidated financial statements.

NOTE 3 - GOING CONCERN

The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern, which contemplates
the realization of assets and the liquidation of liabilities in the normal
course of business. However, the Company has accumulated a loss and has a
limited operating history. This raises substantial doubt about the Company's
ability to continue as a going concern. The financial statements do not include
any adjustments that might result from this uncertainty.

As shown in the accompanying financial statements, the Company
has incurred a net loss of $171,091 for the period from June 12, 2008
(inception) to July 31, 2010 and has not generated any revenues. The future of
the Company is dependent upon its ability to obtain financing and upon future
profitable operations from the development of acquisitions. Management has plans
to seek additional capital through a private placement and public offering of
its common stock. The financial statements do not include any adjustments
relating to the recoverability and classification of recorded assets, or the
amounts of and classification of liabilities that might be necessary in the
event the Company cannot continue in existence.

NOTE 4 - RELATED PARTY TRANSACTIONS

A shareholder loaned the Company $1,256, $26,150 and $60,000
during the periods ended July 31, 2010, 2009 and 2008. This loan is non interest
bearing and is due on demand. Interest at 8% totaling $6,446, $6,657 and $307
for the years and period ended July 31, 2010, 2009 and 2008, respectively, has
been imputed on the outstanding amounts and is included in accrued interest.

The Company accrued management fees payable of $18,750 to a
director of the Company for services as an officer of the Company (2009 - $nil)

The above transactions were in the normal course of operations
and were measured at the exchange amount, which is the amount of consideration
established and agreed to by the related parties.

NOTE 5 - COMMON STOCK

The Company issued 110,000,000 shares of common stock
(founder's shares) on June 12, 2008 for $20,000 cash.

NOTE 6  SUBSEQUENT EVENTS

There were no reportable subsequent events from July 31, 2009
through the date this report is filed.

23

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

On September 11, 2009, Board of Directors of the Registrant
dismissed Moore & Associates Chartered ("Moore"), its independent registered
public account firm. On December 16, 2009, the accounting firm of M&K CPAs,
PLLC, ("M&K") was chosen as the Registrant's new independent registered
public account firm. There were no reportable disagreements between the Company
and Moore.

Item 9A. Controls and Procedures

Management's Report on 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 under the Securities Exchange Act of 1934 , as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms, and that such information
is accumulated and communicated to our management, including our president and
chief executive officer (who is acting as our principal executive officer and
our principal financial officer and principle accounting officer) to allow for
timely decisions regarding required disclosure.

As of July 31, 2010, the end of our fiscal year covered by this
report, we carried out an evaluation, under the supervision and with the
participation of our president and chief executive officer (who is acting as our
principal executive officer and our principal financial officer and principle
accounting officer), of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on the foregoing, our president and
chief executive officer (who is acting as our principal executive officer and
our principal financial officer and principle accounting officer) concluded that
our disclosure controls and procedures were not effective as of the end of the
period covered by this annual report.

Internal Controls over Financial Reporting

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting. Under the supervision of our
Chief Executive Officer, the Company conducted an evaluation of the
effectiveness of our internal control over financial reporting as of July 31,
2010 using the criteria established in Internal ControlIntegrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). Based on the evaluation, because of our limited resources and limited
(nil) number of employees, management concluded that, as of July 31, 2010, our
internal control over financial reporting is not effective in providing
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
U.S. generally accepted accounting principles.

A material weakness is a deficiency, or combination of
deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the Company's annual or
interim financial statements will not be prevented or detected on a timely
basis. In its assessment of the effectiveness of internal control over financial
reporting as of July 31, 2010, the Company determined that there were control
deficiencies that constituted material weaknesses, as described below.

| | 1. | Certain entity level controls establishing a "tone at the
      top" were considered material weaknesses. The Company has no audit
      committee. There is no policy on fraud at this time. A whistleblower
      policy is not necessary given the small size of the
organization.              
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                    
| | 2. | There is no system in place to review and monitor
      internal control over financial reporting. The Company maintains an
      insufficient complement of personnel to carry out ongoing monitoring
      responsibilities and ensure effective internal control over financial
      reporting.

Management is currently evaluating remediation plans for the
above control deficiencies.

Accordingly, the Company concluded that these control
deficiencies resulted in a reasonable possibility that a material misstatement
of the annual or interim financial statements will not be prevented or detected
on a timely basis by the company's internal controls.

As a result of the material weaknesses described above,
management has concluded that the Company did not maintain effective internal
control over financial reporting as of July 31, 2010 based on criteria
established in Internal ControlIntegrated Frameworkissued by COSO.

M&K CPAs PLLC, an independent registered public accounting
firm, was not required to and has not issued a report concerning the
effectiveness of our internal control over financial reporting as of July 31,
2010.

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Changes in internal controls over financial
reporting

There was no change in our internal controls over financial
reporting that occurred during the period covered by this report which has
materially affected, or is reasonably likely to materially affect, our internal
controls over financial reporting.

PART III

Item 10. Directors, Executive Officers and Corporate
Governance

The names, ages and titles of our executive officers and
director are as follows:

Name and Address of Executive
      Officer and/or Director
    Age
    PositionPeter Wudy
    54
    President, CEO and Director
      appointed May 11, 2010


Peter E. Wudy has spent the last twenty-one years as an
entrepreneur and business leader with experience in developing and driving
companies, from embryonic start-ups to successful enterprises. Mr. Wudy has a
lengthy history in successful businesses at the President, CEO and Managing
Partner levels in North America, Europe and Asia, overseeing the expansion of
several companies in the retail, industrial, technology, engineering and medical
sectors.

Mr. Wudy began his entrepreneurial career in 1989 as President
of Franchise International Group, a franchise development and marketing
consultancy, where he assisted companies in successfully converting their
businesses to a franchise model, dealing with strategy, supply management, real
estate acquisition and international business law. By 1995, Mr. Wudy had
identified a market niche in the coffee sector and became Partner and Managing
Director of Esquires Coffee International, a retail coffee franchiser; he drove
the expansion of Esquires from a start-up to a thriving Canadian and
international operation with presence in the UK, Ireland and New Zealand. In
2001, Mr. Wudy left his role at Esquires to become President and CEO of Bio-Sym
Medical, a medical/dental device manufacturer, where he successfully established
and expanded North American distribution channels, which culminated in the sale
of Bio-Sym to Core Technologies of MD, USA.

Since 2006, Mr. Wudy has been a business development &
corporate consultant to international firms in software development,
entertainment, and digital media, assisting both start-ups and established
enterprises with his decades of senior level strategic direction and leadership.

Term of Office

Our directors are appointed to hold office until the next
annual meeting of our stockholders or until a successor is qualified and
elected, or until he resigns or is removed in accordance with the provisions of
the State of Nevada Statutes. Our officers are appointed by our Board of
Directors and hold office until removed by the Board.

Other Directorships

None of our directors hold any other directorships in any
company with a class of securities registered pursuant to section 12 of the
Exchange Act or subject to the requirements of section 15(d) of such Act or any
company registered as an investment company under the Investment Company Act of
1940.

Family Relationships

There are no family relationships among our directors or
officers.

Board of Directors and Director Nominees

Since our Board of Directors does not include a majority of
independent directors, the decisions of the Board regarding director nominees
are made by persons who have an interest in the outcome of the determination.
The Board will consider candidates for directors proposed by security holders,
although no formal procedures for submitting candidates have been adopted.
Unless otherwise determined, at any time not less than 90 days prior to the next
annual Board meeting at which the slate of director nominees is adopted, the
Board will accept written submissions from proposed nominees that include the
name, address and telephone number of the proposed nominee; a brief statement of
the nominees qualifications to serve as a director; and a statement as to why
the security holder submitting the proposed nominee believes that the nomination
would be in the best interests of our security holders. If the proposed nominee
is not the same person as the security holder submitting the name of the
nominee, a letter from the nominee agreeing to the submission of his or her name
for consideration should be provided at the time of submission. The letter
should be accompanied by a résumé supporting the nominee's qualifications to
serve on the Board, as well as a list of references.

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The Board identifies director nominees through a combination of
referrals from different people, including management, existing Board members
and security holders. Once a candidate has been identified, the Board reviews
the individual's experience and background and may discuss the proposed nominee
with the source of the recommendation. If the Board believes it to be
appropriate, Board members may meet with the proposed nominee before making a
final determination whether to include the proposed nominee as a member of the
slate of director nominees submitted to security holders for election to the
Board.

Some of the factors which the Board considers when evaluating
proposed nominees include their knowledge of and experience in business matters,
finance, capital markets and mergers and acquisitions. The Board may request
additional information from each candidate prior to reaching a determination.
The Board is under no obligation to formally respond to all recommendations,
although as a matter of practice, it will endeavor to do so.

Conflicts of Interest

Our directors are not obligated to commit their full time and
attention to our business and, accordingly, they may encounter a conflict of
interest in allocating their time between our operations and those of other
businesses. In the course of their other business activities, they may become
aware of investment and business opportunities which may be appropriate for
presentation to us as well as other entities to which they owe a fiduciary duty.
As a result, they may have conflicts of interest in determining to which entity
a particular business opportunity should be presented. They may also in the
future become affiliated with entities, engaged in business activities similar
to those we intend to conduct.

In general, officers and directors of a corporation are
required to present business opportunities to a corporation if:

- the corporation could financially undertake the opportunity;
- the opportunity is within the corporations line of business; and
- it would be unfair to the corporation and its stockholders not to bring the
  opportunity to the attention of the corporation.

Significant Employees

Other than as described above, we do not expect any other
individuals to make a significant contribution to our business.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or
executive officers has, during the past ten years:

- been convicted in a criminal proceeding or been subject to a pending
  criminal proceeding (excluding traffic violations and other minor offences);
- had any bankruptcy petition filed by or against the business or property of
  the person, or of any partnership, corporation or business association of
  which he was a general partner or executive officer, either at the time of the
  bankruptcy filing or within two years prior to that time;
- been subject to any order, judgment, or decree, not subsequently reversed,
  suspended or vacated, of any court of competent jurisdiction or federal or
  state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities,
  futures, commodities, investment, banking, savings and loan, or insurance activities,
  or to be associated with persons engaged in any such activity;

26

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- been found by a court of competent jurisdiction in a civil action or by
    the SEC or the Commodity Futures Trading Commission to have violated a federal
    or state securities or commodities law, and the judgment has not been reversed,
    suspended, or vacated;
- been the subject of, or a party to, any federal or state judicial or administrative
    order, judgment, decree, or finding, not subsequently reversed, suspended
    or vacated (not including any settlement of a civil proceeding among private
    litigants), relating to an alleged violation of any federal or state securities
    or commodities law or regulation, any law or regulation respecting financial
    institutions or insurance companies including, but not limited to, a temporary
    or permanent injunction, order of disgorgement or restitution, civil money
    penalty or temporary or permanent cease-and-desist order, or removal or prohibition
    order, or any law or regulation prohibiting mail or wire fraud or fraud in
    connection with any business entity; or
- been the subject of, or a party to, any sanction or order, not subsequently
    reversed, suspended or vacated, of any self-regulatory organization (as defined
    in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered
    entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C.
    1(a)(29))), or any equivalent exchange, association, entity or organization
    that has disciplinary authority over its members or persons associated with
    a member.

Except as set forth in our discussion below in Certain
Relationships and Related Transactions, and Director Independence  Transactions
with Related Persons, none of our directors, director nominees or executive
officers has been involved in any transactions with us or any of our directors,
executive officers, affiliates or associates which are required to be disclosed
pursuant to the rules and regulations of the SEC.

Audit Committee

We do not currently have an audit committee or a committee
performing similar functions. The Board of Directors as a whole participates in
the review of financial statements and disclosure.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act requires our
executive officers and directors, and persons who own more than 10% of our
common stock, to file reports regarding ownership of, and transactions in, our
securities with the Securities and Exchange Commission and to provide us with
copies of those filings. Based solely on our review of the copies of such forms
received by us, or written representations from certain reporting persons, we
believe that during the year ended July 31, 2010, all filing requirements
applicable to our officers, directors and greater than 10% percent beneficial
owners were complied with, though some were filed late.

Code of Ethics

Our board of directors adopted our code of ethical conduct that
applies to all of our employees and directors, including our principal executive
officer, principal financial officer, principal accounting officer or
controller, and persons performing similar functions. We believe the adoption of
our Code of Ethical Conduct is consistent with the requirements of the
Sarbanes-Oxley Act of 2002.

Our Code of Ethical Conduct is designed to deter wrongdoing and
to promote:

|• | Honest and ethical conduct, including the ethical
      handling of actual or apparent conflicts of interest between personal and
      professional relationships;                                                
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | Full, fair, accurate, timely and understandable
      disclosure in reports and documents that we file or submit to the
      Securities & Exchange Commission and in other public communications
      made by us;
|• | Compliance with applicable governmental laws, rules and
      regulations;                                                                                                                                         
|• | The prompt internal reporting to an appropriate person or
      persons identified in the code of violations of our Code of Ethical
      Conduct; and                                                             
|• | Accountability for adherence to the Code.                                                                                                                                                                          

27

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Item 11. Executive Compensation

Management Compensation

The table below summarizes all compensation awarded to, earned
by, or paid to our executive officers by any person for all services rendered in
all capacities to us for the past three years ending July 31, 2010:

|Name           | Title                                                                   | Annual Compensation      | Long Term Compensation           | All Other 
      Compensation         
|-------------- | ----------------------------------------------------------------------- | ------------------------ | -------------------------------- | --------------------------------------
|Year           | Salary 
      ($)                                                       | Bonus                    | Other Annual 
      Compensation | Restricted 
      Stock 
      Awarded
|Donald Gardner | President, (resigned May 11, 2010) and Director (resigned July 19, 2010 | 2008 
    2009      2010 | $0 
    $0 
    $0               | $0 
      $0 
      $0                
|Peter Wudy     | President and director (from May 11, 2010)                              | 2010                     | $0                               | $0                                    

Compensation Plans

As of July 31, 2010, we did not have any compensation plans in
place. However, we may issue stock options to our directors, officers and
employees in the future, upon adoption of a stock option plan.

Management Agreements

We have not yet entered into any consulting or management
agreements with any of our current executive officers or directors.

Stock Options/SAR Grants

During the period from inception to July 31, 2010, we did not
grant any stock options to our directors or executive officers.

Aggregated Option Exercises in Last Fiscal Year and Fiscal
Year-End Values

There were no options exercised during our fiscal year ended
July 31, 2010 or July 31, 2009 by any officer or director of our company.

Outstanding Equity Awards at Fiscal Year End

No equity awards were outstanding as of the year ended July 31,
2010.

Compensation of Directors

Our directors did not receive any compensation for their
services as directors from our inception to July 31, 2010. We have no formal
plan for compensating our directors for their services in the future in their
capacity as directors, although such directors are expected in the future to
receive options to purchase shares of our common stock as awarded by our Board
of Directors or by any compensation committee that may be established.

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Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension,
retirement or similar benefits to our directors or executive officers. We have
no material bonus or profit sharing plans pursuant to which cash or non-cash
compensation is or may be paid to our directors or executive officers, except
that stock options may be granted at the discretion of the Board of Directors or
a committee thereof.

Indebtedness of Directors, Senior Officers, Executive
Officers and Other Management

None of our directors or executive officers or any associate or
affiliate of our company during the last two fiscal years, is or has been
indebted to our company by way of guarantee, support agreement, letter of credit
or other similar agreement or understanding currently outstanding.

Compensation Committee

We do not currently have a compensation committee of the Board
of Directors or a committee performing similar functions. The Board of Directors
as a whole participates in the consideration of executive officer and director
compensation.

Item 12. Security Ownership of Certain Beneficial Owners
  and Management

The following table sets forth certain information concerning
the number of shares of our common stock owned beneficially as of October 22,
2010 by: (i) each person (including any group) known to us to own more than five
percent (5%) of any class of our voting securities, (ii) our director, and or
(iii) our officer. Unless otherwise indicated, the stockholder listed possesses
sole voting and investment power with respect to the shares shown.

Title of Class
    Name and Address of Beneficial
      Owner
    Amount and Nature of Beneficial
      Ownership
    Percentage of Common
      Stock(1)Common Stock
    Donald Gardner 4133 Stanford
      Ave., Dallas, Texas 75225
    60,000,000
    54.54%


|(1) | A beneficial owner of a security includes any person who,
      directly or indirectly, through any contract, arrangement, understanding,
      relationship, or otherwise has or shares: (i) voting power, which includes
      the power to vote, or to direct the voting of shares; and (ii) investment
      power, which includes the power to dispose or direct the disposition of
      shares. Certain shares may be deemed to be beneficially owned by more than
      one person (if, for example, persons share the power to vote or the power
      to dispose of the shares). In addition, shares are deemed to be
      beneficially owned by a person if the person has the right to acquire the
      shares (for example, upon exercise of an option) within 60 days of the
      date as of which the information is provided. In computing the percentage
      ownership of any person, the amount of shares outstanding is deemed to
      include the amount of shares beneficially owned by such person (and only
      such person) by reason of these acquisition rights. As a result, the
      percentage of outstanding shares of any person as shown in this table does
      not necessarily reflect the person's actual ownership or voting power with
      respect to the number of shares of common stock actually outstanding on
      October 22, 2010.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

Except as disclosed herein, no director, executive officer,
shareholder holding at least 5% of shares of our common stock, or any family
member thereof, had any material interest, direct or indirect, in any
transaction, or proposed transaction since the year ended July 31, 2010, in
which the amount involved in the transaction exceeded or exceeds the lesser of
$120,000 or one percent of the average of our total assets at the year end for
the last three completed fiscal years.

Director Independence

We currently act with one director, consisting of Peter Wudy.
We have determined that none of our directors is an independent director as
defined in NASDAQ Marketplace Rule 4200(a)(15).

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We do not have a standing audit, compensation or nominating
committee, but our entire board of directors acts in such capacities. We believe
that our members of our board of directors are capable of analyzing and
evaluating our financial statements and understanding internal controls and
procedures for financial reporting. The board of directors of our company does
not believe that it is necessary to have an audit committee because we believe
that the functions of an audit committee can be adequately performed by the
board of directors. In addition, we believe that retaining an independent
director who would qualify as an audit committee financial expert would be
overly costly and burdensome and is not warranted in our circumstances given the
early stages of our development.

Item 14. Principal Accounting Fees and Services

For the year ended July 31, 2010, the total fees charged to the
company for audit services, including quarterly reviews, were $8,500

For the year ended July 31, 2009, the total fees charged to the
company for audit services, including quarterly reviews, were $4,000.

For the year ended July 31, 2008, there were $0 in fees charged
to the company for audit services, audit-related services and tax services.

30

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PART IV

Item 15. Exhibits, Financial Statements and Schedules

|Exhibit Number | Description                                            
|-------------- | -------------------------------------------------------
|               |                                                        
|31.1           | Sec. 302 Certification
      of Chief Executive Officer
|31.2           | Sec. 302 Certification
      of Chief Financial Officer
|32.1           | Sec. 906 Certification
      of Chief Executive Officer
|32.2           | Sec. 906 Certification
      of Chief Financial Officer

Signatures

Pursuant to the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

|October 20, 2010 | Takedown Entertainment Inc.
|---------------- | ---------------------------
|                 |                            
|                 |                            
|                 | By:                        
|                 |                            

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