UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-K




x Annual Report Pursuant
to Section 13 or 15(D) of the Securities Exchange Act of 1934




for the
fiscal year ended December
31, 2009




 ̈ Transition Report Under
Section 13 or 15(D) of the Securities Exchange Act of 1934




for the
transition period from _______________ to _______________




Commission
File Number:  000-53393




CLS CAPITAL GROUP,
INC.




(fka Accelerated
Acquisitions III, Inc.)


(Exact
name of small Business Issuer as specified in its charter)




Delaware
                          
                          26-2517715(State
      or other jurisdiction of incorporation or
                          
                          (IRS
      Employer Identification No.)organization)6800
      W. Central Ave, Suite E-1Toledo,
      OH
                          
                          43617(Address
      of principal executive offices)
                          
                          (Zip
      Code)





Issuer's
telephone number, including area code: (888)
616-6639




n/a











Securities
registered under Section 12(b) of the Exchange Act:   None




Securities
registered under Section 12(g) of the Exchange Act:




Common Stock, par value
$0.0001 per share




Check
whether the issuer (1) 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
 ̈




Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.   ̈




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





Large
      Accelerated Filer  ̈
            
            Accelerated
              Filer
       ̈
            
            Non-Accelerated
      Filer  ̈ (Do
      not check if
              a
      smaller reporting company)
            
            Smaller
      Reporting Company þ





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




State
issuer's revenues for its most recent fiscal year: $0.00




As of
March 30, 2010, there is no applicable market value for the Company’s Common
Stock.




State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date: 18,250,000 shares of common stock as of March
30, 2010.





TABLE
OF CONTENTS




PART
I





ITEM
      1.
                BUSINESS
                3ITEM
      1A.
                RISK
      FACTORS
                5ITEM
      1B.
                UNRESOLVED
      STAFF COMMENTS
                5ITEM
      2.
                PROPERTIES
                5ITEM
      3.
                LEGAL
      PROCEEDINGS
                5ITEM
      4.
                SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
                6PART
      IIITEM
      5.
                MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES
                6ITEM
      6.
                SELECTED
      FINANCIAL DATA
                7ITEM
      7.
                MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATION
                7ITEM
      7A.
                QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                9ITEM
      8.
                FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
                9ITEM
      9.
                CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
                19ITEM 9A(T).
                CONTROLS
      AND PROCEDURES
                19ITEM
      9B.
                OTHER
      INFORMATION
                20PART
      IIIITEM
      10.
                DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
                20ITEM
      11.
                EXECUTIVE
      COMPENSATION
                21ITEM
      12.
                SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS
                21ITEM
      13.
                CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
      INDEPENDENCE
                22ITEM
      14
                PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
                23PART
      IVITEM
      15.
                EXHIBITS,
      FINANCIAL STATEMENT SCHEDULES
                24SIGNATURES
                25


2


FORWARD
LOOKING STATEMENTS





Forward-Looking
Statements





This
Annual Report on Form 10-K (the “Report”), including ”Management’s Discussion
and Analysis of Financial Condition and Results of Operations” in Item 7
contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 regarding future events and the future results of
CLS Capital Group, Inc. and its consolidated subsidiaries (the “Company”) that
are based on management’s current expectations, estimates, projections and
assumptions about the Company’s business. Words such as “expects,”
“anticipates,” “intends,” “plans,” “believes,” “sees,” “estimates” and
variations of such words and similar expressions are intended to identify such
forward-looking statements. These statements are not guarantees of future
performance and involve risks, uncertainties and assumptions that are difficult
to predict. Therefore, actual outcomes and results may differ materially from
what is expressed or forecasted in such forward-looking statements due to
numerous factors, including, but not limited to, those discussed in the “Risk
Factors” section in Item 1A, “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” in Item 7 and elsewhere in
this Report as well as those discussed from time to time in the Company’s other
Securities and Exchange Commission filings and reports. In addition, such
statements could be affected by general industry and market conditions. Such
forward-looking statements speak only as of the date of this Report or, in the
case of any document incorporated by reference, the date of that document, and
we do not undertake any obligation to update any forward-looking statement to
reflect events or circumstances after the date of this Report. If we update or
correct one or more forward-looking statements, investors and others should not
conclude that we will make additional updates or corrections with respect to
other forward-looking statements.




PART
I




ITEM
      1.
            BUSINESS.




Background




CLS
Capital Group, Inc. (formerly, Accelerated Acquisitions III, Inc.) (“the
Company”) was incorporated in the state of Delaware on April 29, 2008 for the
purpose of raising capital that is intended to be used in connection with its
business plan which may include a possible merger, acquisition or other business
combination with an operating business. On December 29, 2009, the Company
changed its name to CLS Capital Group, Inc..





Since
inception, the Company has been engaged in organizational efforts and obtaining
initial financing. The Company was formed as a vehicle to pursue a business
combination and has made no efforts to identify a possible business combination.
As a result, the Company has not conducted negotiations or entered into a letter
of intent concerning any target business. The business purpose of the Company is
to seek the acquisition of, or merger with, an existing company.





The
Company is currently considered to be a "blank check" company. The U.S.
Securities and Exchange Commission (the “SEC”) defines those companies as "any
development stage company that is issuing a penny stock, within the meaning of
Section 3 (a)(51) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and that has no specific business plan or purpose, or has
indicated that its business plan is to merge with an unidentified company or
companies." Under SEC Rule 12b-2 under the Exchange Act, the Company also
qualifies as a “shell company,” because it has no or nominal assets (other than
cash) and no or nominal operations.  Many states have enacted
statutes, rules and regulations limiting the sale of securities of "blank check"
companies in their respective jurisdictions. Management does not intend to
undertake any efforts to cause a market to develop in our securities, either
debt or equity, until we have successfully concluded a business combination. The
Company intends to comply with the periodic reporting requirements of the
Exchange Act for so long as it is subject to those requirements.





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


3


The
analysis of new business opportunities will be undertaken by or under the
supervision of the Company’s management.  As of this date the Company
has not entered into any definitive agreement with any party, nor have there
been any specific discussions with any potential business combination candidate
regarding business opportunities for the Company.  The Company has
unrestricted flexibility in seeking, analyzing and participating in potential
business opportunities. In its efforts to analyze potential acquisition targets,
the Company will consider the following kinds of factors:





(a)          Potential
for growth, indicated by new technology, anticipated market expansion or new
products;





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





(c)          Strength
and diversity of management, either in place or scheduled for
recruitment;





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





(e)          The
cost of participation by the Company as compared to the perceived tangible and
intangible values and potentials;





(f)           The
extent to which the business opportunity can be advanced;





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





(h)          Other
relevant factors.





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





FORM OF
ACQUISITION





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





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


4


The
current stockholders of the Company will likely not have control of a majority
of the voting securities of the Company following a reorganization transaction.
As part of such a transaction, the Company's current directors may resign and
one or more new directors may be appointed without any vote by
stockholders.





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





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




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





The
Company is currently in the development stage and has not commenced operations.
All activities of the Company to date relate to its organization, initial
funding and share issuances.




Employees




As of
December 31, 2009, the Company had no employees.




Item 1A. Risk Factors.





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.





Item
1B.  Unresolved Staff Comments.





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.





Item
2. Description of Property.





The
Company neither rents nor owns any properties. The Company utilizes the office
space and equipment of its management at no cost. Management estimates such
amounts to be immaterial.





Item
3. Legal Proceedings.





To the
best knowledge of our officers and directors, the Company is not a party to any
legal proceeding or litigation.


5


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





None.





PART
II





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





Common
Stock





Our
Certificate of Incorporation authorizes the issuance of up to 100,000,000 shares
of common stock, par value $.0001 per share (the “Common Stock”).  The
Common Stock is not listed on a publicly-traded market.  As of March
30, 2010, there were 18,250,000 shares outstanding owned by 3 holders of record
of the Common Stock.





Preferred
Stock





Our
Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
of preferred stock, par value $.0001 per share (the “Preferred
Stock”).  The Company has not yet issued any of its preferred
stock.




Dividend
Policy





The
Company has not declared or paid any cash dividends on its common stock and does
not intend to declare or pay any cash dividend in the foreseeable future. The
payment of dividends, if any, is within the discretion of the Board of Directors
and will depend on the Company’s earnings, if any, its capital requirements and
financial condition and such other factors as the Board of Directors may
consider.





Securities
Authorized for Issuance under Equity Compensation Plans





The
Company does not have any equity compensation plans or any individual
compensation arrangements with respect to its common stock or preferred stock.
The issuance of any of our common or preferred stock is within the discretion of
our Board of Directors, which has the power to issue any or all of our
authorized but unissued shares without stockholder approval.




Recent
Sales of Unregistered Securities





On
February 22, 2008, the Registrant sold 5,000,000 shares of Common Stock to
Accelerated Venture Partners, LLC for an aggregate investment of
$4,000.00.  The Registrant sold these shares of Common Stock under the
exemption from registration provided by Section 4(2) of the Securities
Act.





On
December 29, 2009, Redell Vincent Napper II and Reynaldo Uballe, Jr. each agreed
to acquire 8,500,000 shares of the Company’s common stock par value $0.0001
(17,000,000 shares in the aggregate) for a price of $0.0001 per
share.  At the same time, Accelerated Venture Partners, LLC agreed to
tender 3,750,000 of their 5,000,000 shares of the Company’s common stock par
value $0.0001 for cancellation.  Following these transactions, each of
Messrs. Napper and Uballe owned 46.58% of the Company’s 18,250,000 issued and
outstanding shares of common stock par value $0.0001 and the interest of
Accelerated Venture Partners, LLC was reduced to approximately 6.85% of the
total issued and outstanding shares.





No
securities have been issued for services. Neither the Registrant nor any person
acting on its behalf offered or sold the securities by means of any form of
general solicitation or general advertising. No services were performed by any
purchaser as consideration for the shares issued.





Issuer
Purchases of Equity Securities





None.


6


Item
6.  Selected Financial Data.





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.





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





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





The
Company currently does not engage in any business activities that provide cash
flow.  During the next twelve months we anticipate incurring costs
related to:





(i)
            filing
      Exchange Act reports, and





(ii)
            investigating,
      analyzing and consummating an
acquisition.




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





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





Any
target business that is selected may be a financially unstable company or an
entity in its early stages of development or growth, including entities without
established records of sales or earnings. In that event, we will be subject to
numerous risks inherent in the business and operations of financially unstable
and early stage or potential emerging growth companies. In addition, we may
effect a business combination with an entity in an industry characterized by a
high level of risk, and, although our management will endeavor to evaluate the
risks inherent in a particular target business, there can be no assurance that
we will properly ascertain or assess all significant risks.





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





Liquidity
and Capital Resources





As of
December 31, 2009, the Company had a total of $120 in assets, comprised of
cash.  The Company had $6,207 current liabilities as of December 31,
2009.  The Company can provide no assurance that it can continue to
satisfy its cash requirements for at least the next twelve
months.


7


The
following is a summary of the Company's cash flows provided by (used in)
operating, investing, and financing activities for the year ended December 31,
2009.





Year
      Ended
                    December
                    31,
                    2009Net
      Cash (Used in) Operating Activities
                  
                  $
                  (2,508)Net
      Cash (Used in) Investing Activities
                  
                  
                  -Net
      Cash Provided by Financing Activities
                  
                  $
                  626Net
      Increase (Decrease) in Cash and Cash Equivalents
                  
                  $
                  (1,880)





The
Company has nominal assets and has generated no revenues since inception. The
Company is also dependent upon the receipt of capital investment or other
financing to fund its ongoing operations and to execute its business plan of
seeking a combination with a private operating company. In addition, the Company
is dependent upon certain related parties to provide continued funding and
capital resources. If continued funding and capital resources are unavailable at
reasonable terms, the Company may not be able to implement its plan of
operations.





Results
of Operations





The
Company has not conducted any active operations since inception. No revenue
has been generated by the Company from April 29, 2008 (Inception) to December
31, 2009.  It is unlikely the Company will have any revenues until it
commences operations, the date of such commencement at this time being
uncertain.  There is no guarantee that the Company will ever commence
operations.  It is management's assertion that these circumstances may
hinder the Company's ability to continue as a going concern.  The Company’s
plan of operation for the next twelve months shall be to continue its efforts to
commence operations consistent with its business plan.





For the
fiscal year ended December 31, 2009, the Company had a net loss of $6,831,
consisting of legal, accounting, audit, filing and other professional service
fees incurred in relation to the filing of the Company’s required reports with
the U.S. Securities and Exchange Commission.





Off-Balance
Sheet Arrangements





The
Company does not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on the Company’s financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to investors.





Seasonality




Our
operating results are not affected by seasonality.




Inflation




Our
business and operating results are not affected in any material way by
inflation.




Critical
Accounting Policies




The
Securities and Exchange Commission issued Financial Reporting Release No. 60,
"Cautionary Advice Regarding Disclosure About Critical Accounting Policies"
suggesting that companies provide additional disclosure and commentary on their
most critical accounting policies.  In Financial Reporting Release No.
60, the Securities and Exchange Commission has defined the most critical
accounting policies as the ones that are most important to the portrayal of a
company's financial condition and operating results, and require management to
make its most difficult and subjective judgments, often as a result of the need
to make estimates of matters that are inherently uncertain.  The
nature of our business generally does not call for the preparation or use of
estimates.  Due to the fact that the Company does not have any
operating business, we do not believe that we do not have any such critical
accounting policies.


8


Contractual
Obligations





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.





Item
7A.  Quantitative and Qualitative Disclosures about Market
Risk.





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.





Item
8.  Financial Statements and Supplementary Data.





Audited
financial statements begin on the following page of this
report.


9


Report of Independent Registered Public Accounting
Firm





Board of
Directors and Stockholders





We have
audited the accompanying balance sheets of CLS Capital Group, Inc. (fka
Accelerated Acquisitions III, Inc.) (a development stage company) as of December
31, 2009 and December 31, 2008 and the related statements of operations,
stockholder's deficiency and cash flows for the year ended December 31, 2009,
the period from inception (April 29, 2008) to December 31, 2008 and the period
from inception (April 29, 2008) to December 31, 2009. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our
audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as,
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of  (a development stage
company) as of December 31, 2009 and December 31, 2008 and the results of its
operations and its cash flows for the year ended December 31, 2009, the period
from inception (April 29, 2008) to December 31, 2008 and the period from
inception (April 29, 2008) to December 31, 2009 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 1 to the financial
statements, the Company has incurred a loss since inception, has a net
accumulated deficit and may be unable to raise further equity.These factors
raise substantial doubt about its ability to continue as a going concern.
Management’s plans regarding those matters are also described in Note 1. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.





/s/
Paritz & Co, PA





Hackensack,
New Jersey


March 30,
2010





10


CLS
CAPITAL GROUP, INC.


(Formerly
known as ACCELERATED
ACQUISITIONS III, INC.)


A
Development Stage Company


BALANCE
SHEETS





December
      31
                                                            
                                                            
                                                            December
      31,2009
                                                            
                                                            
                                                            2008(audited)
                                                            
                                                            
                                                            (audited)ASSETSCURRENT
      ASSETS:Cash
                                                            
                                                            $
                                                            120
                                                            
                                                            
                                                            $
                                                            2,000TOTAL
      ASSETS
                                                            
                                                            $
                                                            120
                                                            
                                                            
                                                            $
                                                            2,000LIABILITIES
      AND STOCKHOLDER’S DEFICITCURRENT
      LIABILITIESAccrued
      expenses
                                                            
                                                            $
                                                            4,681
                                                            
                                                            
                                                            $
                                                            1,256Shareholder
      advances
                                                            
                                                            
                                                            1,526
                                                            
                                                            
                                                            
                                                            -TOTAL
      LIABILITIES
                                                            
                                                            $
                                                            6,207
                                                            
                                                            
                                                            $
                                                            1,256STOCKHOLDER’S
      EQUITY (DEFICIT):Preferred
      stock, $.0001 par value; 10,000,000 shares authorized; none issued and
      outstanding
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            -Common
      stock, $.0001 par value; 100,000,000 shares authorized;
      18,250,000  and 5,000,000 shares issued and outstanding at
      December 31, 2009 and December 31, 2008, respectively
                                                            
                                                            
                                                            1,825
                                                            
                                                            
                                                            
                                                            500Additional
      paid-in capital
                                                            
                                                            
                                                            3,875
                                                            
                                                            
                                                            
                                                            3,500Deficit
      accumulated during the development stage
                                                            
                                                            
                                                            (10,087
                                                            )
                                                            
                                                            
                                                            (3,256
                                                            )(4,387
                                                            )
                                                            
                                                            
                                                            744Stock
      subscription receivable
                                                            
                                                            
                                                            (1,700
                                                            )
                                                            
                                                            
                                                            -TOTAL
      STOCKHOLDER’S EQUITY (DEFICIT)
                                                            
                                                            
                                                            (6,087
                                                            )
                                                            
                                                            
                                                            744TOTAL
      LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT)
                                                            
                                                            $
                                                            120
                                                            
                                                            
                                                            $
                                                            2,000





See
accompanying notes to financial statements.


11


CLS
CAPITAL GROUP, INC.


(Formerly
known as ACCELERATED
ACQUISITIONS III, INC.)


(A
Development Stage Company)


Statements
of Operations





Fiscal
      Year
                                                              Ended
                                                              December
                                                              31,
                                                              2009
                                                            
                                                            
                                                            Fiscal
      Year
                                                              Ended
                                                              December
      31,
                                                              2008
      (*)
                                                            
                                                            
                                                            April
      29, 2008
                                                              (Inception)
                                                              through
                                                              December
      31,
                                                              2009Revenues
                                                            
                                                            $
                                                            -
                                                            
                                                            
                                                            $
                                                            -
                                                            
                                                            
                                                            $
                                                            -Operating
      ExpensesGeneral
      and administrative
                                                            
                                                            
                                                            6,831
                                                            
                                                            
                                                            
                                                            3,256
                                                            
                                                            
                                                            
                                                            8,831Net
      Operating Expenses
                                                            
                                                            
                                                            6,831
                                                            
                                                            
                                                            
                                                            3,256
                                                            
                                                            
                                                            
                                                            8,831Net
      Loss
                                                            
                                                            $
                                                            (6,831
                                                            )
                                                            
                                                            $
                                                            (3,256
                                                            )
                                                            
                                                            $
                                                            (8,831
                                                            )Basic
      earnings (loss)  per share—Basic and Diluted
                                                            
                                                            $
                                                            (0.00
                                                            )
                                                            
                                                            $
                                                            (0.00
                                                            )Weighted
      average number of common shares outstanding
                                                            
                                                            
                                                            5,108,904
                                                            
                                                            
                                                            
                                                            5,000,000





(*)  Partial
year from April 29, 2008 (Date of Inception) to December 31, 2008





see
accompanying notes to financial statements.


12


CLS
CAPITAL GROUP, INC.


(Formerly
known as ACCELERATED
ACQUISITIONS III, INC.)


(A
Development Stage Company)


STATEMENTS OF STOCKHOLDER’S
DEFICIENCY




Preferred Stock
                                    
                                    
                                    Common Stock
                                    
                                    
                                    Additional
                                      Paid-in
                                    
                                    
                                    (Deficit)
                                      Accumulated
                                      During the
                                      Development
                                    
                                    
                                    Stockholder’sShares
                                    
                                    
                                    Amount
                                    
                                    
                                    Shares
                                    
                                    
                                    Amount
                                    
                                    
                                    Capital
                                    
                                    
                                    Stage
                                    
                                    
                                    DeficitBALANCE
      ATINCEPTION(APRIL
      29,2008)
                                    
                                    
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -Issuance
      of common stock
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    5,000,000
                                    
                                    
                                    
                                    500
                                    
                                    
                                    
                                    3,500
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    4,000Net
      (loss)
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (3,256
                                    )
                                    
                                    
                                    (3,256
                                    )BALANCE
      AT DECEMBER 31, 2008
                                    
                                    
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    
                                    5,000,000
                                    
                                    
                                    $
                                    500
                                    
                                    
                                    $
                                    3,500
                                    
                                    
                                    $
                                    (3,256
                                    )
                                    
                                    $
                                    744Issuance
      of common stock
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    17,000,000
                                    
                                    
                                    
                                    1,700
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    1,700Cancellation
      of common stock
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (3,750,000
                                    )
                                    
                                    
                                    (375
                                    )
                                    
                                    
                                    375
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Stock
      subscription receivable
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (1,700
                                    )Net
      (loss)
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (6,831
                                    )
                                    
                                    
                                    (6,831
                                    )BALANCE
      AT DECEMBER 31, 2009
                                    
                                    
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    
                                    18,250,000
                                    
                                    
                                    $
                                    1,825
                                    
                                    
                                    $
                                    3,875
                                    
                                    
                                    $
                                    (10,087
                                    )
                                    
                                    $
                                    (6,087
                                    )





See
notes to financial statements.


13


CLS
CAPITAL GROUP, INC.


(Formerly
known as ACCELERATED
ACQUISITIONS III, INC.)


A
Development Stage Company


STATEMENTS OF CASH
FLOWS





For
      the Fiscal
                                        Year
      ended
                                        December
      31,
                                        2009
                                      
                                      
                                      For
      the
                                        Fiscal
      year
                                        ended
                                        December
                                        31,
      2008 (*)
                                      
                                      
                                      For the
                                        Cumulative
                                        Period from
                                        Inception
                                        (April
      29,
                                        2008)
                                        through
                                        December
                                        31,
                                        2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      (loss)
                                      
                                      $
                                      (3,492
                                      )
                                      
                                      
                                      (3,256
                                      )
                                      
                                      $
                                      (8,052
                                      )Increase
      (decrease) in accounts payable
                                      
                                      
                                      956
                                      
                                      
                                      
                                      1,256
                                      
                                      
                                      
                                      3,346Net
      cash used by operating activities
                                      
                                      
                                      (2,506
                                      )
                                      
                                      
                                      (2,000
                                      )
                                      
                                      
                                      (4,706
                                      )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from the issuance of common stock
                                      
                                      
                                      1,700
                                      
                                      
                                      
                                      4,000
                                      
                                      
                                      
                                      5,700Cancellation
      of common stock
                                      
                                      
                                      (375
                                      )
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (375
                                      )Additional
      paid-in capital
                                      
                                      
                                      375
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      375Stock
      subscription receivable
                                      
                                      
                                      (1700
                                      )
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (1,700
                                      )Shareholder
      Advances
                                      
                                      
                                      626
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      826Net
      cash provided by financing activities
                                      
                                      
                                      626
                                      
                                      
                                      
                                      4,000
                                      
                                      
                                      
                                      4,826NET
      (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
                                      
                                      
                                      (1,880
                                      )
                                      
                                      
                                      2,000
                                      
                                      
                                      
                                      120Cash
      and cash equivalents at beginning of period
                                      
                                      
                                      2,000
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
                                      
                                      $
                                      120
                                      
                                      
                                      
                                      2,000
                                      
                                      
                                      $
                                      120





(*)  Partial
year from April 29, 2008 (Date of Inception) to December 31, 2008





See
accompanying notes to financial statements.


14


CLS
CAPITAL GROUP, INC.


(Formerly
known as ACCELERATED
ACQUISITIONS III, INC.)


A
Development Stage Company


NOTES TO FINANCIAL
STATEMENTS


DECEMBER 31,
2009





NOTE 1
            -
            ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES:





(a)
            Organization
      and Business:





CLS
Capital Group, Inc. (formerly known as Accelerated Acquisitions III, Inc.) (“the
Company”) was incorporated in the state of Delaware on April 29, 2008 for the
purpose of raising capital that is intended to be used in connection with its
business plan which may include a possible merger, acquisition or other business
combination with an operating business. On December 29, 2009, the Company
changed its name to CLS Capital Group, Inc..





The
Company is currently in the development stage. All activities of the Company to
date relate to its organization, initial funding and share
issuances.





(b)           Basis
of Presentation





The
accompanying Interim Financial Statements are unaudited and have been prepared
in accordance with accounting principles generally accepted for interim
financial statement presentation and in accordance with the instructions to
Regulations S-K.  Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States for complete financial statement presentation. In the
opinion of management, all adjustments for a fair statement of the results and
operations and financial position for the interim periods presented have been
included.  All such adjustments are of a normal recurring nature. The
financial information should be read in conjunction with the Financial
Statements and notes thereto included in the Company’s Form 10-K Annual Report
for the year ended December 31, 2009 and the Company’s Registration Statement on
Form 10.





(c)           Going
Concern




The
accompanying financial statements have been prepared on a going concern basis,
which assumes the Company will realize its assets and discharge its liabilities
in the normal course of business. As reflected in the accompanying financial
statements, the Company has a deficit accumulated during the development stage
of $10,087, used cash from operations of $4,706 since its inception, and has
negative working capital of $6,087 at December 31, 2009. The Company’s ability
to continue as a going concern is dependent upon its ability to generate future
profitable operations and/or to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business operations
when they come due. The Company’s ability to continue as a going concern is also
dependent on its ability to find a suitable target company and enter into a
possible reverse merger with such company. Management’s plan includes obtaining
additional funds by equity financing through a reverse merger transaction and/or
related party advances, however there is no assurance of additional funding
being available. These conditions raise substantial doubt about the Company’s
ability to continue as a going concern. The accompanying financial statements do
not include any adjustments that might arise as a result of this
uncertainty.


15


CLS
CAPITAL GROUP, INC.


(Formerly
known as ACCELERATED
ACQUISITIONS III, INC.)


A
Development Stage Company


NOTES TO FINANCIAL
STATEMENTS


DECEMBER 31,
2009





NOTE 1
            -
            ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES:





(d)           Use of
Estimates





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





(e)
            Cash
      and Cash Equivalents:





For
purposes of the statement of cash flows, the Company considers highly liquid
financial instruments purchased with a maturity of three months or less to be
cash equivalents.  The Company had no cash equivalents at December 31,
2009





(f)
            Income
      Taxes:





The
Company utilizes the liability method of accounting for income taxes. Under the
liability method deferred tax assets and liabilities are determined based on the
differences between financial reporting basis and the tax basis of the assets
and liabilities and are measured using enacted tax rates and laws that will be
in effect, when the differences are expected to reverse. An allowance against
deferred tax assets is recognized, when it is more likely than not, that such
tax benefits will not be realized.





(g)
            Loss
      per Common Share:





Basic
loss per share is calculated using the weighted-average number of common shares
outstanding during each reporting period. Diluted loss per share includes
potentially dilutive securities such as outstanding options and warrants, using
various methods such as the treasury stock or modified treasury stock method in
the determination of dilutive shares outstanding during each reporting period.
The Company does not have any potentially dilutive instruments for this
reporting period.





(h)
            Fair
      Value of Financial Instruments:





The
carrying value of cash equivalents approximates fair value due to the short
period of time to maturity.





NOTE 2
            -
            CAPITAL
      STOCK:





The total
number of shares of capital stock which the Company has authority to issue is
one hundred ten million (110,000,000). These shares are divided into two classes
with 100,000,000 shares designated as common stock at $.0001 par value (the
“Common Stock”) and 10,000,000 shares designated as preferred stock at $.0001
par value (the “Preferred Stock”). The Preferred stock of the Company shall be
issued by the Board of Directors of the Company in one or more classes or one or
more series within any class and such classes or series shall have such voting
powers, full or limited, or no voting powers, and such designations,
preferences, limitations or restrictions as the Board of Directors of the
Company may determine, from time to time.


16


CLS
CAPITAL GROUP, INC.


(Formerly
known as ACCELERATED
ACQUISITIONS III, INC.)


A
Development Stage Company


NOTES TO FINANCIAL
STATEMENTS


DECEMBER 31,
2009





NOTE 2
            -
            CAPITAL
      STOCK (Continued):





Holders
of shares of Common stock shall be entitled to cast one vote for each share held
at all stockholders’ meetings for all purposes, including the election of
directors. The Common Stock does not have cumulative voting
rights.  No holder of shares of stock of any class shall be entitled
as a matter of right to subscribe for or purchase or receive any part of any new
or additional issue of shares of stock of any class, or of securities
convertible into shares of stock of any class, whether now hereafter authorized
or whether issued for money, for consideration other than money, or by way of
dividend.





On April
29, 2008, the Company issued 5,000,000 shares of Common stock at a purchase
price of $.0008 per share, for an aggregate purchase price of
$4,000.00.





On
December 29, 2009, Redell Vincent Napper II and Reynaldo Uballe, Jr. each agreed
to acquire 8,500,000 shares of the Company’s common stock par value $0.0001
(17,000,000 shares in the aggregate) for a price of $0.0001 per
share.  At the same time, Accelerated Venture Partners, LLC agreed to
tender 3,750,000 of their 5,000,000 shares of the Company’s common stock par
value $0.0001 for cancellation.


.


NOTE 3
            -
            RECENT
      ACCOUNTING PRONOUNCEMENTS:





Recently
issued accounting pronouncements





FASB
Accounting Standards Codification




(Accounting
Standards Update (“ASU”) 2009-01)




In
June 2009, FASB approved the FASB Accounting Standards Codification (“the
Codification”) as the single source of authoritative nongovernmental GAAP. All
existing accounting standard documents, such as FASB, American Institute of
Certified Public Accountants, Emerging Issues Task Force and other related
literature, excluding guidance from the SEC, have been
superseded by the Codification. All other non-grandfathered, non-SEC accounting
literature not included in the Codification has become nonauthoritative. The
Codification did not change GAAP, but instead introduced a new structure thatcombines all authoritative standards into a comprehensive, topically
organized online database. The Codification is effective for interim or annual
periods ending after September 15, 2009, and impacts the Company’s
financial statements as all future references to authoritative accounting
literature will be referenced in accordance with the Codification. There have
been no changes to the content of the Company’s financial statements or
disclosures as a result of implementing the Codification during the quarter ended September 30,
2009.




As a result of the
Company’s implementation of the Codification during theyear ended
December 31, 2009, previous references to new accounting standards and
literature are no longer applicable. In the current quarter financial
statements, the Company will provide reference to both new and old guidance to
assist in understanding the impacts of recently adopted accounting literature,
particularly for guidance adopted since the beginning of the current fiscal year
but prior to the Codification.


17


CLS
CAPITAL GROUP, INC.


(Formerly
known as ACCELERATED
ACQUISITIONS III, INC.)


A
Development Stage Company


NOTES TO FINANCIAL
STATEMENTS


DECEMBER 31,
2009





NOTE
3    -         RECENT
ACCOUNTING PRONOUNCEMENTS (Continued)




Subsequent
Events




(Included
in ASC 855 “Subsequent Events”, previously SFAS No. 165 “Subsequent
Events”)




ASC 855 established
general standards of accounting for and disclosure of events that occur after
the balance sheet date, but before the financial statements are issued or
available to be issued (“subsequent events”). An entity is required to disclose
the date through which subsequent events have been evaluated and the basis for
that date. For public entities, this is the date the financial statements are
issued. ASC 855 does
not apply to subsequent events or transactions that are within the scope of
other GAAP and did not result in significant changes in the subsequent events
reported by the Company. ASC 855 became effective for interim or annual periods
ending after June 15, 2009 and did not impact the Company’s
consolidated financial statements. The Company evaluated for subsequent events
through March 15,
2010, the issuance date of the Company’s financial statements.


18


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




None.





ITEM
      9A(T).
            CONTROLS
      AND PROCEDURES.




Evaluation
of Disclosure Controls and Procedures





The
Company’s Chief Executive Officer and Chief Financial Officer performed an
evaluation of the Company’s disclosure controls and procedures. Disclosure
controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Securities Exchange Act of 1934 is
accumulated and communicated to the issuer’s management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate to allow timely
decisions regarding required disclosure. Based on this evaluation, the Chief
Executive Officer and Chief Financial Officer have concluded that the Company’s
disclosure controls and procedures are effective as of December 31,
2009.





Management’s
Annual Report on Internal Control over Financial Reporting





CLS
CAPITAL GROUP, INC.





REPORT
OF MANAGEMENT





Management
prepared, and is responsible for, the financial statements and the other
information appearing in this annual report. The financial statements present
fairly the Company’s financial position, results of operations and cash flows in
conformity with U.S. generally accepted accounting principles. In preparing its
financial statements, the Company includes amounts that are based on estimates
and judgments that Management believes are reasonable under the circumstances.
The Company’s financial statements have been audited by Paritz & Co, PA, an
independent registered public accounting firm appointed by the Company’s Board
of Directors. Management has made available to Paritz & Co. PA. all of the
Company’s financial records and related data, as well as the minutes of the
stockholders’ and Directors’ meetings.





MANAGEMENT’S
ASSESSMENT OF INTERNAL CONTROL OVER FINANCIAL REPORTING





Management
is responsible for establishing and maintaining adequate internal control over
financial reporting. The Company’s internal control system was designed to
provide reasonable assurance to the Company’s Management and Directors regarding
the preparation and fair presentation of published financial
statements.





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





Management
assessed the effectiveness of the Company’s internal control over financial
reporting as of December 31, 2009. This assessment was based on criteria
established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Based on our assessment, we
believe that as of December 31, 2009, the Company’s internal control over
financial reporting is effective based on those criteria.





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





/S/   Redell
      Vincent Napper II.Redell
      Vincent Napper IICEO


19


Changes
in Internal Control over Financial Reporting





There
were no changes in the Company’s internal controls over financial reporting
during the fiscal year ended December 31, 2009 that materially affected, or are
reasonably likely to materially affect, the Company’s internal control over
financial reporting.





ITEM 9B.   OTHER INFORMATION





None





PART
III.





ITEM
10.              DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE





Set forth
below is the name of our directors and executive officers, their ages, all
positions and offices that he held with us, the period during which each has
served as such, and their business experience during at least the last five
years.




Name
                    
                    Age
                    
                    PositionRendell
      Vincent Napper III
                    
                    35
                    
                    Director,
      CEO, CFO and TreasurerReynaldo
      Uballe Jr.
                    
                    47
                    
                    Director,
      COOHelen
      Odum
                    
                    36
                    
                    Director,
      Secretary





Redell Vincent Napper II
became CEO, CFO, Treasurer and a director of the Company in December
2009.  Since 2007, he has been a Managing Member of CLS Capital Group,
LLC.  From 2003 to the present date, he has also been the Managing
Member of Napper Investments, LLC which was involved in the business of
purchasing, renovating, leasing and managing residential and commercial real
estate.  Mr. Napper attended Ohio Northern University.





Reynaldo Uballe,
Jr.became COO, Secretary
and a director of the Company in December 2009.  Since March 2008, he
has been Managing Member of CLS Capital Group, LLC.  From November
2004 to March 2008, he was Regional Manager for Homeloan USA Corp./ Macloud
Financial; from June 2004 to November 2004, he was Branch Manager for Macloud
Financial; from June 2002 to June 2004, he was Branch Manager of 1stMetropolitan Mortgage and from August
2000 to June 2002 he was Branch Operator for Pacific Guarantee
Mortgage.  Mr. Uballe attended Tiffin University and the University of
Toledo.





Helen Odumbecame Secretary
and a Director of the Company in December 2009.  She had previously
served in various capacities for CLS Capital Group, LLC.




Messrs.
Napper and Uballe and Ms. Odum devote less than 25% of their business time
to the affairs of the Company.  The time Messrs. Napper and Uballe
spend on the business affairs of the Company varies from week to week and is
based upon the needs and requirements of the Company.




Audit
Committee and Audit Committee Financial Expert




We do not
currently have an audit committee financial expert, nor do we have an audit
committee.  Our entire board of directors, which currently consists of
Messrs. Napper and Uballe and Ms. Odum, handles the functions that would
otherwise be handled by an audit committee.  We do not currently have
the capital resources to pay director fees to a qualified independent expert who
would be willing to serve on our board and who would be willing to act as an
audit committee financial expert.  As our business expands and as we
appoint others to our board of directors we expect that we will seek a qualified
independent expert to become a member of our board of
directors.  Before retaining any such expert our board would make a
determination as to whether such person is independent.


20


Section
16(a) Beneficial Ownership Reporting Compliance.





Section
16(a) of the Securities Act of 1934 requires the Company's officers and
directors, and greater than 10% stockholders, to file reports of ownership and
changes in ownership of its securities with the Securities and Exchange
Commission. Copies of the reports are required by SEC regulation to be furnished
to the Company. Based on management's review of these reports during the fiscal
year ended December 31, 2009, all reports required to be filed were filed on a
timely basis.




Code
of Ethics




Our board
of directors has adopted a code of ethics that our officers, directors and any
person who may perform similar functions is subject to.  Currently
Messrs. Napper and Uballe and Ms. Odum are our only officers and directors,
therefore, they are the only persons subject to the Code of
Ethics.  If we retain additional officers in the future, they would
become subject to the Code of Ethics.  The Code of Ethics does not
indicate the consequences of a breach of the code.  If there is a
breach, the board of directors would review the facts and circumstances
surrounding the breach and take action that it deems appropriate, which action
may include dismissal of the employee who breached the
code.  Currently, since Messrs. Napper and Uballe and Ms. Odum
serve as the only directors and officers, They are responsible for reviewing
their own conduct under the Code of Ethics and determining what action to take
in the event of his own breach of the Code of Ethics.




ITEM
11.  EXECUTIVE COMPENSATION.




No past
officer or director of the Company has received any compensation and none is due
or payable.  Our sole officers and directors, Messrs. Napper and
Uballe and Ms. Odum, do not receive any compensation for the services they
render to the Company, have not received compensation in the past, and are not
accruing any compensation pursuant to any agreement with the
Company.  We currently have no formal written salary arrangement with
either of our officers. Messrs. Napper and Uballe and Ms. Odum may receive
a salary or other compensation for services that they provide to the Company in
the future.  No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been adopted by the Company
for the benefit of the Company’s employees.




ITEM
12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS




The following table sets forth certain
information regarding beneficial stock ownership as of December 31, 2009 of (i)
all persons known to us to be beneficial owners of more than 5% of our
outstanding common stock; (ii) each director of our company and our executive
officers, and (iii) all of our officers and directors as a group.  Each of
the persons in the table below has sole voting power and sole dispositive power
as to all of the shares shown as beneficially owned by them, except as otherwise
indicated.


21





Name
                              
                              Number
      of
                                Shares
                                Beneficially
                                Owned(1)
                              
                              Percent
      of
                                Outstanding
                                Shares(1)Accelerated
      Venture Partners, LLC
                              
                              
                              1,250,000
                              
                              6.85
                              %1840
      Gateway Drive, Suite 200Foster
      City, CA  94404Rendell
      Vincent Napper II
                              
                              
                              8,500,000
                              
                              46,58
                              %723
      Weatherstone Road
                                Holland,
      OH 43528Reynaldo
      Uballe Jr.
                              
                              
                              8,500,000
                              
                              46.58
                              %[3855
      Forrest Green
                                Toledo,
      OH 43615Helen
      Odum
                              
                              
                              -
                              
                              -6800
      W. Central Ave, Suite E-1
                                Toledo,
      OH 43617Officers
      and directors as a group (three persons)
                              
                              
                              17,000,000
                              
                              93.15
                              %





(1)
            For
      the purposes of this table, a person is deemed to have “beneficial
      ownership” of any shares of capital stock that such person has the right
      to acquire within 60 days of December 31, 2009.  All percentages for
      common stock are calculated based upon a total of 18,250,000 shares
      outstanding as of December 31, 2009, plus, in the case of the person for
      whom the calculation is made, that number of shares of common stock that
      such person has the right to acquire within 60 days of December 31,
      2009.





ITEM
      13.
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
      INDEPENDENCE




Certain
Relationships and Related Rransactions





At
December 31, 2009, certain shareholders of the Company had made advances to the
Company in the aggregate amount of $1,526, which represents amounts loaned to
the Company to pay the Company's operating expenses.




Director
Independence




As of
December 29, 2009, Messrs. Napper and Uballe and Ms. Odum became the sole
directors of the Company. Messrs. Napper and Uballe and Ms. Odum are not
considered "independent" in accordance with rule 4200(a)(15) of the NASDAQ
Marketplace Rules. We are currently traded on the Over-the-Counter Bulletin
Board. The Over-the-Counter Bulletin Board does not require that a majority of
the board be independent.




ITEM
13.  EXHIBITS




ExhibitNumber
              
              Description31.1.
              
              Certification
      of the Chief Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.31.2.
              
              Certification
      of the Chief Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.32.1
              
              Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.32.2
              
              Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.




22


ITEM
14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.




AUDIT
FEES





The
aggregate fees billed by our auditors, Paritz & Co., PA, for professional
services rendered for the audit of our annual financial statements for fiscal
year ended December 31, 2009 and review of our interim financial statements for
the first, second and third quarters of 2009 was approximately $4,500. The
aggregate fees billed by our auditors for professional services rendered for the
audit of our annual financial statements for fiscal year ended December 31,
2008 and review of our interim financial statements for the first, second
and third quarters of 2008 was approximately $4,500.





AUDIT-RELATED
FEES




During
the last two fiscal years, no fees were billed or incurred for assurance or
related services by our auditors that were reasonably related to the audit or
review of financial statements reported above.





TAX
FEES





There
were no tax preparation fees billed for the fiscal years ender December 31, 2009
or 2008.





ALL OTHER
FEES




During
the last two fiscal years, no other fees were billed or incurred for services by
our auditors other than the fees noted above. Our board, acting as an audit
committee, deemed the fees charged to be compatible with maintenance of the
independence of our auditors.





THE BOARD
OF DIRECTORS PRE-APPROVAL POLICIES





We do not
have a separate audit committee. Our full board of directors performs the
functions of an audit committee. Before an independent auditor is engaged by us
to render audit or non-audit services, our board of directors pre-approves the
engagement. Board of directors pre-approval of audit and non-audit services will
not be required if the engagement for the services is entered into pursuant to
pre-approval policies and procedures established by our board of directors
regarding our engagement of the independent auditor, provided the policies and
procedures are detailed as to the particular service, our board of directors is
informed of each service provided, and such policies and procedures do not
include delegation of our board of directors' responsibilities under the
Exchange Act to our management. Our board of directors may delegate to one or
more designated members of our board of directors the authority to grant
pre-approvals, provided such approvals are presented to the board of directors
at a subsequent meeting. If our board of directors elects to establish
pre-approval policies and procedures regarding non-audit services, the board of
directors must be informed of each non-audit service provided by the independent
auditor. Board of directors pre-approval of non-audit services, other than
review and attest services, also will not be required if such services fall
within available exceptions established by the SEC. For the fiscal year ended
December 31, 2009, 100% of audit-related services, tax services and other
services performed by our independent auditors were pre-approved by our board of
directors.




Our board
has considered whether the services described above under the caption "All Other
Fees", which are currently none, is compatible with maintaining the auditor's
independence.





The board
approved all fees described above.


23


PART
IV





ITEM
15.              EXHIBITS,
FINANCIAL STATEMENT SCHEDULES





The
following documents are filed as part of this 10-K:





1.
 FINANCIAL STATEMENTS





The
following documents are filed in Part II, Item 8 of this annual report
on Form 10-K:





·
            Report
      of Paritz & Co., PA, Independent Registered Certified Public
      Accounting Firm





·
            Balance
      Sheets as of December 31, 2009 and
2008





·
            Statements
      of Operations for the years ended December 31, 2009 and 2008 and the
      period from inception (April 29, 2008) to December 31, 2009
      (audited)





·
            Statements
      of Stockholders’ Deficit from inception (April 29, 2008) to December
      31, 2009 (audited)





·
            Statement
      of Cash Flows for the years ended December 31, 2009 and 2008 and the
      period from inception (April 29, 2008) to December 31, 2009
      (audited)





·
            Notes
      to Financial Statements (audited)





2.
 FINANCIAL STATEMENT SCHEDULES





All
financial statement schedules have been omitted as they are not required, not
applicable, or the required information is otherwise included.





3.
 EXHIBITS





The
exhibits listed below are filed as part of or incorporated by reference in this
report.





Exhibit No.
                
                Identification of
Exhibit31.1.
                
                Certification
      of the Chief Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.31.2.
                
                Certification
      of the Chief Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.32.1
                
                Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.


24





SIGNATURES





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





CLS Capital Group, Inc.(Registrant)By/s/ Redell Vincent Napper
    IIIRedell
      Vincent Napper IIIChief
      Financial Officer, Principal Executive Officer, Principal Financial
      Officer, Treasurer and DirectorDateMarch
      30, 2010By/s/ Reynaldo Uballe Jr.Reynaldo
      Uballe Jr.COO,
      and DirectorDateMarch
      30, 2010





Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following person on behalf of the registrant and in the
capacity and on the date indicated.





By/s/ Redell Vincent Napper
  IIRedell
      Vincent Napper IIChief
      Financial Officer, Principal Executive Officer, Principal Financial
      Officer, Treasurer and DirectorDateMarch
      30, 2010By/s/ Reynaldo Uballe Jr.Reynaldo
      Uballe Jr.COO,
      and DirectorDateMarch
      30, 2010By/s/ Helen OdumHelen
      OdumSecretary
      and DirectorDateMarch
      30, 2010


25