UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

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

                    FOR THE FISCAL YEAR ENDED AUGUST 31, 2009

|_| TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
    OF 1934

           FOR THE TRANSITION PERIOD FROM ____________ TO ____________

                                   333-153762
                             COMMISSION FILE NUMBER

                                 XTRASAFE, INC.
                                 --------------
                  (Name registrant as specified in its charter)

             FLORIDA                                     26-2780766
             -------                                     ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                600 LEXINGTON AVE, 9TH FLOOR, NEW YORK, NY 10022
                ------------------------------------------------
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code: 646-340-9051
                                                            ------------

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

Title of each class                    Name of each exchange on which registered
       NONE                                               NONE

         Securities registered under Section 12(g) of the Exchange Act:
                          COMMON STOCK, PAR VALUE $.001
                                (Title of class)

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

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes |_| No |X|

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. Yes |_| No |X|

<PAGE>

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

Large accelerated filer |_|                        Accelerated filer |_|
Non-accelerated filer |_|                          Smaller reporting company |X|
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |X| No |_| State issuer's revenues for its
most recent fiscal year. $0.

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.) As of December 31, 2009, approximately $28,500.

As of August 31, 2009, there were 10,950,000 shares of the issuer's $.001 par
value common stock issued and outstanding.

                                       ii
<PAGE>

                                TABLE OF CONTENTS

                                                                         Page No
                                                                         -------
PART I

Item 1.  Description of Business. .......................................    4

Item 2.  Description of Property. .......................................    6

Item 3.  Legal Proceedings. .............................................    6

Item 4.  Submission of Matters to a Vote of Security Holders. ...........    6

PART II

Item 5.  Market for Common Equity and Related Stockholder Matters. ......    6

Item 6.  Selected Financial Data. .......................................    8

Item 7.  Management's Discussion and Analysis or Plan of Operations. ....    9

Item 7A. Quantitative and Qualitative Disclosures about Market Risk. ....   14

Item 8.  Financial Statements. ..........................................   15

Item 9.  Changes in and Disagreements With Accountants on Accounting
         and Financial Disclosure. ......................................   26

Item 9A. Controls and Procedures. .......................................   27

Item 9B. Other Information. .............................................

PART III

Item 10. Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act. .............   28

Item 11. Executive Compensation. ........................................   30

Item 12. Security Ownership of Certain Beneficial Owners and Management
         and Related Stockholder Matters. ...............................   32

Item 13. Certain Relationships and Related Transactions. ................   33

Item 14. Principal Accountant Fees and Services. ........................   33

Item 15. Exhibits. ......................................................   34

Signatures ..............................................................   35

                                        2
<PAGE>

                           FORWARD-LOOKING STATEMENTS

Certain statements made in this Annual Report on Form 10-K are "forward-looking
statements" (within the meaning of the Private Securities Litigation Reform Act
of 1995) regarding the plans and objectives of management for future operations.
Such statements involve known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements of Premier Energy
Corp. (the "Company") to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. The forward-looking statements included herein are based on current
expectations that involve numerous risks and uncertainties. The Company's plans
and objectives are based, in part, on assumptions involving the continued
expansion of business. Assumptions relating to the foregoing involve judgments
with respect to, among other things, future economic, competitive and market
conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of the
Company. Although the Company believes its assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove
inaccurate and, therefore, there can be no assurance the forward-looking
statements included in this Report will prove to be accurate. In light of the
significant uncertainties inherent in the forward-looking statements included
herein particularly in view of the current state of our operations, the
inclusion of such information should not be regarded as a statement by us or any
other person that our objectives and plans will be achieved. Factors that could
cause actual results to differ materially from those expressed or implied by
such forward-looking statements include, but are not limited to, the factors set
forth herein under the headings "Description of Business," "Plan of Operation"
and "Risk Factors". We undertake no obligation to revise or update publicly any
forward-looking statements for any reason.

                                        3
<PAGE>

                                     PART I
                                     ------

ITEM 1. DESCRIPTION OF BUSINESS.

GENERAL
-------

OUR BUSINESS. XTRASAFE, INC. ("XtraSafe", "we", "the Company") was incorporated
in the State of Florida as a for-profit Company on June 5, 2008 and established
a fiscal year end of August 31. We are a development-stage Company. We intend to
market and sell an electronic safe system, and through wholesale distribution
channels and directly to institutional buyers (Hospitals, Colleges and
Universities, and Assisted Living Facilities) throughout the United States.

Xtrasafe intends to create an electronic modular safe system. The company
intends to modify individual electronic safes that can be joined together to
create banks of safes. Safes will be made of a steel construction; the entry
system for the safe will be imbedded into the door. There will be 5 types of
entry systems. These include the keyboard, the magnetic card, the electronic
key, the biometric key, or a solid door with an encrypted RFDI chip.

Our business and registered office is located at 600 Lexington Ave, 9th Floor,
New York, NY, 10022, our telephone number is (646) 340-9051.

On August 31, 2008, a total of 9,000,000 shares of common stock were issued to
our sole officer and director, all of which are restricted securities, as
defined in Rule 144 of the Rules and Regulations of the SEC promulgated under
the Securities Act.

On October 1, 2008 (file no.333-153762), as amended by Registration Statement on
Form S-1/A on November 25, 2008 and declared effective on December 3, 2008.

From January 1, 2009, the Company sold 1,950,000 shares of common stock to 25
shareholders pursuant to a Registration Statement filed with the U.S. Securities
and Exchange Commission (the "SEC")

As of August 31, 2009, XtraSafe had raised $28,500 through the sale of its
common stock. There is $11,989 of cash on hand in the corporate bank account. As
of the date of this report, we have not generated any revenue from our business
operations. The following financial information summarizes the more complete
historical financial information found in the audited financial statements of
the Company filed with this 10-K.

DESCRIPTION OF OUR PRODUCTS AND SERVICES

Our product will consist of an individual electronic safe that can be joined
together to create an Electronic Modular Safe System. Safes will be made of a
steel construction; the entry system for the safe will be imbedded into the
door. There will be 5 types of entry systems. These include the keyboard, the
magnetic card, the electronic key, the biometric key, or a solid door with an
encrypted RFDI chip.

Safes will be sold as single safe units or as a multiple modular safe system
("safe banks"). The modular system allows individual safes to be joined together
to create safe banks. A safe bank consists of individual safes stacked on top of
and next to each other. This allows for maximum customization. The safes can be
individually operated using one of four types of entry options or with
one-of-the-four entry options or through a console which controls all safes in a
modular bank system.

                                        4
<PAGE>

There will be 4 types of entry system for safe users. These include the
keyboard, the magnetic card, the electronic key, or the biometric key. The
keyboard entry system is a raised keyboard on the door of the safe. A person is
equipped with a personal code that they enter whenever needing access to their
safe. The benefit of the keyboard system is that codes can be changed at will
and there are no keys or cards to lose or leave lying around. The Magnetic Card
system is where a user is locks or unlocks the safe using a card which they
swipe. The electronic key system locks with a convenient electronic key button.
The safe "recognizes" the key that locked it. Change the key and the old key
will no longer open the safe. The biometric key system provides entry by
recognizing a user's thumb print.

In the case of a Safe Bank using a main console entry system, the system will
automatically recognize and register new safes as they are added to the grid of
safes. Safes can be added or removed from a bank very easily and these safes can
also be repurposed to other safe banks or simply used as an individual safe.

MARKETING

Our distribution strategy includes direct selling and marketing, utilizing
commissioned independent sales representatives. We anticipate that we will
develop sales promotion and sales development activities which will be directed
towards giving selling assistance to the independent sales representatives
through aids such as brochures, product samples and demonstration products. We
will establish a Web site which will serve both as an additional marketing tool,
and will provide a platform from which we will be able to provide various
support services to our independent sales representatives. We also anticipate
that we will seek to motivate our independent sales representatives through the
use of special incentive programs that reward superior sales performance. We
also anticipate utilizing trade shows, both on a local and national level to
promote our products and to attract qualified sales representatives.

The Company intends to attend trade shows in North America that target our
audience of hospitals, assisted living facilities, colleges and universities.

We intend to create a website. Our website will be our online marketing tool. We
will provide, on the home page, all the information about our products and
advantages in a direct and easy way.

COMPETITION

The Company is an insignificant participant among firms engaged in the safe
business. There are many established safe companies which have significantly
greater financial and personnel resources, technical expertise and experience
than the Company. In view of the Company's limited financial resources and
management availability, the Company will continue to be at a significant
competitive disadvantage vis-a-vis the Company's competitors.

REGULATORY MATTERS

We are unaware of and do not anticipate having to expend significant resources
to comply with any governmental regulations of the electronic safe industry. We
are subject to the laws and regulations of those jurisdictions in which we plan
to sell our product, which are generally applicable to business operations, such
as business licensing requirements, income taxes and payroll taxes. In general,
the development and operation of our business is not subject to special
regulatory and/or supervisory requirements.

                                        5
<PAGE>

EMPLOYEES AND EMPLOYMENT AGREEMENTS

Mr. Sidney Zion the company's founder passed away in August 2009. The company is
deeply saddened by Mr. Zion's passing, his contributions were significant to
Xtrasafe and he will be deeply missed. On August 26, 2009 the Shareholders
elected Mr. Daniel Baker as a new director and President of the Company. Mr.
Baker is committed to carrying on Mr. Zion's vision of the company.

XtraSafe has no permanent staff other than its President and Director Daniel
Baker. Mr. Baker is employed elsewhere and has the flexibility to work on
XtraSafe up to 10 hours per week. He is prepared to devote more time to our
operations as may be required. He is not being paid at present.

There are no employment agreements in existence. The Company presently does not
have pension, health, annuity, insurance, stock options, profit sharing or
similar benefit plans; however, the Company may adopt plans in the future.
Management does not plan to hire additional employees at this time. Our sole
officer and director will be responsible for the initial servicing. Once the
Company begins building its Internet website, it will hire an independent
consultant to build the site. The Company also intends to hire sales
representatives initially on a commission only basis to keep administrative
overhead to a minimum.

ITEM 2. DESCRIPTION OF PROPERTY.

FACILITIES. The company does not own or lease property or lease office space.
The office space used by the company was arranged by the founder of the company
to use at no charge. Our principal offices are located at 600 Lexington Ave, 9th
Floor, New York, NY 10022.

ITEM 3. LEGAL PROCEEDINGS.

There are no legal actions pending against us nor are any legal actions
contemplated by us at this time.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

                                     PART II
                                     -------

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES.

MARKET INFORMATION. Our common stock is quoted on the OTC Bulletin Board trades
under the symbol "XSAF." The following table sets forth, for the periods
indicated, the high and low bid prices of our common stock. These prices reflect
inter-dealer prices, without retail mark-up, mark-down or commission, and may
not represent actual transactions.

REPORTS TO SECURITY HOLDERS. We are a reporting company with the Securities and
Exchange Commission, or SEC. The public may read and copy any materials filed
with the Securities and Exchange Commission at the Security and Exchange
Commission's Public Reference Room at 100 F Street, N.E., Washington, D.C.
20549. The public may also obtain information on the operation of the Public
Reference Room by calling the Securities and Exchange Commission at
1-800-SEC-0330. The Securities and Exchange Commission maintains an Internet
site that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the Securities and
Exchange Commission. The address of that site is http://www.sec.gov.

                                        6
<PAGE>

HOLDERS

As of August 31, 2009, we had 10,950,000 shares of common stock issued and
outstanding which were held by approximately 26 shareholders. The number of
record holders was determined from the records of our transfer agent and does
not include beneficial owners of common stock whose shares are held in the names
of various security brokers, dealers, and registered clearing agencies. The
transfer agent of our common stock is Island Transfer, Inc.

Since we may be considered a shell company as defined in Rule 12b-2 of the
Securities Exchange Act of 1934, there are no outstanding shares of our common
stock which can be sold pursuant to Rule 144. There are no outstanding options
or warrants to purchase, or securities convertible into, shares of our common
stock. We have no agreements in place register for sale the shares of common
stock held by our shareholders.

                    FISCAL YEAR 2009
                    ----------------
                     HIGH       LOW
                    ------     -----
First Quarter ...     N/A        N/A
Second Quarter ..     N/A        N/A
Third Quarter ...   $ N/A      $ N/A
Fourth Quarter ..   $ N/A      $ N/A

DIVIDENDS. There have been no cash dividends declared on our common stock.
Dividends are declared at the sole discretion of our Board of Directors.

EQUITY COMPENSATION PLANS. We currently do not have any equity compensation
plans in place.
<TABLE>
<CAPTION>

                                                                                        NUMBER OF SECURITIES
                                                                                       REMAINING AVAILABLE FOR
                         NUMBER OF SECURITIES TO BE                                  UTURE ISSUANCE UNDER EQUITY
                           ISSUED UPON EXERCISE OF     WEIGHTED-AVERAGE EXERCISE       COMPENSATION (EXCLUDING
                            OUTSTANDING OPTIONS,      RICE OF OUTSTANDING OPTIONS,    SECURITIES REFLECTED IN
PLAN CATEGORY              WARRANTS AND RIGHTS (A)      WARRANTS AND RIGHTS(B)               COLUMN (A))
-------------------      --------------------------   ----------------------------   ---------------------------
<S>                      <C>                          <C>                            <C>
Equity compensation                   0                             0                             0
plans approved by
security holders

Equity compensation                   0                             0                             0
plans not approved
by security holders

Total                                 0                             0                             0
</TABLE>

PENNY STOCK REGULATION. Shares of our common stock will probably be subject to
rules adopted the Securities and Exchange Commission that regulate broker-dealer
practices in connection with transactions in "penny stocks". Penny stocks are
generally equity securities with a price of less than $5.00 (other than
securities registered on certain national securities exchanges or quoted on the
NASDAQ system, provided that current price and volume information with respect
to transactions in those securities is provided by the exchange or system). The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Securities and Exchange Commission, which
contains the following:

                                        7
<PAGE>

   o  a description of the nature and level of risk in the market for penny
      stocks in both public offerings and secondary trading;

   o  a description of the broker's or dealer's duties to the customer and of
      the rights and remedies available to the customer with respect to
      violation to such duties or other requirements of securities' laws;

   o  a brief, clear, narrative description of a dealer market, including "bid"
      and "ask" prices for penny stocks and the significance of the spread
      between the "bid" and "ask" price;

   o  a toll-free telephone number for inquiries on disciplinary actions;

   o  definitions of significant terms in the disclosure document or in the
      conduct of trading in penny stocks; and

   o  such other information and is in such form (including language, type, size
      and format), as the Securities and Exchange Commission shall require by
      rule or regulation.

Prior to effecting any transaction in penny stock, the broker-dealer also must
provide the customer the following:

   o  the bid and offer quotations for the penny stock;

   o  the compensation of the broker-dealer and its salesperson in the
      transaction;

   o  the number of shares to which such bid and ask prices apply, or other
      comparable information relating to the depth and liquidity of the market
      for such stock; and

   o  monthly account statements showing the market value of each penny stock
      held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitably statement. These
disclosure requirements may have the effect of reducing the trading activity in
the secondary market for a stock that becomes subject to the penny stock rules.
Holders of shares of our common stock may have difficulty selling those shares
because our common stock will probably be subject to the penny stock rules.

ITEM 6. SELECTED FINANCIAL DATA.

Not required under Regulation S-K for "smaller reporting companies."

                                        8
<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

FORWARD-LOOKING STATEMENTS

INFORMATION IN THIS REPORT CONTAINS "FORWARD LOOKING STATEMENTS" WHICH CAN BE
IDENTIFIED BY THE USE OF FORWARD-LOOKING WORDS SUCH AS "BELIEVES", "ESTIMATES",
"COULD", "POSSIBLY", "PROBABLY", "ANTICIPATES", "ESTIMATES", "PROJECTS",
"EXPECTS", "MAY" OR "SHOULD" OR OTHER VARIATIONS OR SIMILAR WORDS. NO ASSURANCES
CAN BE GIVEN THAT THE FUTURE RESULTS ANTICIPATED BY THE FORWARD-LOOKING
STATEMENTS WILL BE ACHIEVED. THE FOLLOWING MATTERS CONSTITUTE CAUTIONARY
STATEMENTS IDENTIFYING IMPORTANT FACTORS WITH RESPECT TO THOSE FORWARD-LOOKING
STATEMENTS, INCLUDING CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL
RESULTS TO VARY MATERIALLY FROM THE FUTURE RESULTS ANTICIPATED BY THOSE
FORWARD-LOOKING STATEMENTS. AMONG THE KEY FACTORS THAT HAVE A DIRECT BEARING ON
OUR RESULTS OF OPERATIONS ARE THE EFFECTS OF VARIOUS GOVERNMENTAL REGULATIONS,
THE FLUCTUATION OF OUR DIRECT COSTS AND THE COSTS AND EFFECTIVENESS OF OUR
OPERATING STRATEGY. OTHER FACTORS COULD ALSO CAUSE ACTUAL RESULTS TO VARY
MATERIALLY FROM THE FUTURE RESULTS ANTICIPATED BY THOSE FORWARD-LOOKING
STATEMENTS.

RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES. For the fiscal year ending August 31, 2009, we
have $11,989 cash on hand and in our corporate bank accounts compared to $8,880
for the year ending August 31, 2008. For the fiscal year ending August 31, 2009
we have total current liabilities of $1,753, which consists of accounts payable
and accrued expenses of $1,753 compared to current liabilities of $0 for the
year ending August 31, 2008.

Our Company posted losses of $18,144 for the fiscal year ended August 31, 2009
compared to $120 for year ended August 31, 2008. The company continued to have
no source of revenues or any other income for the period,

From inception to August 31, 2009 we have incurred losses of $ 18,264. The
principal components of our losses for this period as above were regulatory
compliance and officer's salary in addition to general and administration
expense relating to rent and other office type expenses.

REVENUES. We have no revenues and have only achieved losses since inception. For
the period from our inception on June 5, 2008 to the period ended August 31,
2009, we generated no revenues from our operations.

OPERATING EXPENSES. For the year ended August 31, 2009, our total expenses were
$18,144, which were represented by $9,025 for professional fees and $9,119 for
general and administrative expenses. Our loss from operations and net loss was
also $18,144 for the year ended August 31, 2009. This is in comparison to the
year ended August 31, 2008, where our total expenses were $120 which was
represented by $120 in general and administration expenses. The expenses were
higher for the year ended August 31, 2009 since we conducted the majority of our
post production expenses in that period.

                                        9
<PAGE>

OFF-BALANCE SHEET ARRANGEMENTS. We have no off-balance sheet arrangements.

Some of the statements contained in this Form 10-K that are not historical facts
are "forward-looking statements" which can be identified by the use of
terminology such as "estimates," "projects," "plans," "believes," "expects,"
"anticipates," "intends," or the negative or other variations, or by discussions
of strategy that involve risks and uncertainties. We urge you to be cautious of
the forward-looking statements, that such statements, which are contained in
this Form 10-K, reflect our current beliefs with respect to future events and
involve known and unknown risks, uncertainties and other factors affecting our
operations, market growth, services, products and licenses. No assurances can be
given regarding the achievement of future results, as actual results may differ
materially as a result of the risks we face, and actual events may differ from
the assumptions underlying the statements that have been made regarding
anticipated events. Factors that may cause actual results, our performance or
achievements, or industry results, to differ materially from those contemplated
by such forward-looking statements include without limitation:

   o  Our ability to attract and retain management, and to integrate and
      maintain technical information and management information systems;

   o  Our ability to raise capital when needed and on acceptable terms and
      conditions;

   o  The intensity of competition;

   o  General economic conditions; and

   o  Changes in regulations

All written and oral forward-looking statements made in connection with this
Form 10-K that are attributable to us or persons acting on our behalf are
expressly qualified in their entirety by these cautionary statements. Given the
uncertainties that surround such statements, you are cautioned not to place
undue reliance on such forward-looking statements.

Our Management's Discussion and Analysis should be read in conjunction with our
financial statements included herein.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Accounting Basis
----------------
These financial statements are prepared on the accrual basis of accounting in
conformity with accounting principles generally accepted in the United States of
America.

Cash and Cash Equivalents
-------------------------
For the purpose of the statement of cash flows, cash equivalents include all
highly liquid investments with maturity of three months or less.

                                       10
<PAGE>

Earnings (Loss) per Share
-------------------------
The basic earnings (loss) per share are calculated by dividing our net income
available to common shareholders by the weighted average number of common shares
outstanding during the year. The diluted earnings (loss) per share are
calculated by dividing our net income (loss) available to common shareholders by
the diluted weighted average number of shares outstanding during the year. The
diluted weighted average number of shares outstanding is the basic weighted
number of shares adjusted as of the first of the year for any potentially
dilutive debt or equity. There are no diluted shares outstanding.

Dividends
---------
We have not adopted any policy regarding payment of dividends. No dividends have
been paid during the period shown.

Income Taxes
------------
We provide for income taxes under Statement of Financial Accounting Standards
NO. 109, "Accounting for Income Taxes." SFAS No. 109 requires the use of an
asset and liability approach in accounting for income taxes.

SFAS No. 109 requires the reduction of deferred tax assets by a valuation
allowance if, based on the weight of available evidence, it is more likely than
not that some or all of the deferred tax assets will not be realized. No
provision for income taxes is included in the statement due to its immaterial
amount, net of the allowance account, based on our likelihood to utilize the
loss carry-forward.

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

Revenue and Cost Recognition
----------------------------
We have no current source of revenue; therefore we have not yet adopted any
policy regarding the recognition of revenue or cost.

The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with the financial statements and the
notes thereto appearing elsewhere in our financial statements.

RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

In June 2006, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes -- an
Interpretation of SFAS No. 109" ("FIN 48"). The interpretation creates a single
model to address accounting for uncertainty in tax positions. Specifically, the
pronouncement prescribes a recognition threshold and a measurement attribute for
the financial statement recognition and measurement of a tax position taken or
expected to be taken in a tax return. The interpretation also provides guidance
on derecognition, classification, interest and penalties, accounting in interim
periods, disclosure and transition of certain tax positions.

                                       11
<PAGE>

The Company adopted the provisions of FIN 48 effective January 1, 2007. The
adoption of this accounting principle did not have an effect on the Company's
financial statements as of December 31, 2008.

In April 2009, the FASB issued FSP No. FAS 157-4, "Determining Fair Value When
the Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly" ("FSP FAS 157-4").
FSP FAS 157-4 provides guidance on estimating fair value when market activity
has decreased and on identifying transactions that are not orderly.
Additionally, entities are required to disclose in interim and annual periods
the inputs and valuation techniques used to measure fair value. This FSP is
effective for interim and annual periods ending after June 15, 2009. The Company
does not expect the adoption of FSP FAS 157-4 will have a material impact on its
financial condition or results of operation.

In December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8,
"Disclosures by Public Entities (Enterprises) about Transfers of Financial
Assets and Interests in Variable Interest Entities." This disclosure-only FSP
improves the transparency of transfers of financial assets and an enterprise's
involvement with variable interest entities, including qualifying
special-purpose entities. This FSP is effective for the first reporting period
(interim or annual) ending after December 15, 2008, with earlier application
encouraged. The Company adopted this FSP effective January 1, 2009. The adoption
of the FSP had no impact on the Company's results of operations, financial
condition or cash flows.

In December 2008, the FASB issued FSP No. FAS 132(R)-1, "Employers' Disclosures
about Postretirement Benefit Plan Assets" ("FSP FAS 132(R)-1"). FSP FAS 132(R)-1
requires additional fair value disclosures about employers' pension and
postretirement benefit plan assets consistent with guidance contained in SFAS
157. Specifically, employers will be required to disclose information about how
investment allocation decisions are made, the fair value of each major category
of plan assets and information about the inputs and valuation techniques used to
develop the fair value measurements of plan assets. This FSP is effective for
fiscal years ending after December 15, 2009. The Company does not expect the
adoption of FSP FAS 132(R)-1 will have a material impact on its financial
condition or results of operation.

In October 2008, the FASB issued FSP No. FAS 157-3, "Determining the Fair Value
of a Financial Asset When the Market for That Asset is Not Active," ("FSP FAS
157-3"), which clarifies application of SFAS 157 in a market that is not active.
FSP FAS 157-3 was effective upon issuance, including prior periods for which
financial statements have not been issued. The adoption of FSP FAS 157-3 had no
impact on the Company's results of operations, financial condition or cash
flows.

In September 2008, the FASB issued exposure drafts that eliminate qualifying
special purpose entities from the guidance of SFAS No. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,"
and FASB Interpretation 46 (revised December 2003), "Consolidation of Variable
Interest Entities - an interpretation of ARB No. 51," as well as other
modifications. While the proposed revised pronouncements have not been finalized
and the proposals are subject to further public comment, the Company anticipates
the changes will not have a significant impact on the Company's financial
statements. The changes would be effective March 1, 2010, on a prospective
basis.

                                       12
<PAGE>

In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining
Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities, ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses whether
instruments granted in share-based payment transactions are participating
securities prior to vesting, and therefore need to be included in the
computation of earnings per share under the two-class method as described in
FASB Statement of Financial Accounting Standards No. 128, "Earnings per Share."
FSP EITF 03-6-1 is effective for financial statements issued for fiscal years
beginning on or after December 15, 2008 and earlier adoption is prohibited. We
are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF
03-6-1 would have material effect on our financial position and results of
operations if adopted.

In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS No. 162
sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB's amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company's financial position, statements of operations, or cash flows at
this time.

In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS
No. 161, Disclosures about Derivative Instruments and Hedging Activities--an
amendment of FASB Statement No. 133. This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity's financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. The Company has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a
material impact on its financial position, results of operations or cash flows.

In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110
regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB
107), in developing an estimate of expected term of "plain vanilla" share
options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular,
the staff indicated in SAB 107 that it will accept a company's election to use
the simplified method, regardless of whether the company has sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued, the staff believed that more detailed external information about
employee exercise behavior (e.g., employee exercise patterns by industry and/or
other categories of companies) would, over time, become readily available to
companies. Therefore, the staff stated in SAB 107 that it would not expect a
company to use the simplified method for share option grants after December 31,
2007. The staff understands that such detailed information about employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain circumstances, the use of the
simplified method beyond December 31, 2007. The Company currently uses the
simplified method for "plain vanilla" share options and warrants, and will
assess the impact of SAB 110 for fiscal year 2009. It is not believed that this
will have an impact on the Company's financial position, results of operations
or cash flows.

                                       13
<PAGE>

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements--an amendment of ARB No. 51. This statement
amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. Before this statement was issued,
limited guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as liabilities or
in the mezzanine section between liabilities and equity. This statement improves
comparability by eliminating that diversity. This statement is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008 (that is, January 1, 2009, for entities with calendar
year-ends). Earlier adoption is prohibited. The effective date of this statement
is the same as that of the related Statement 141 (revised 2007). The Company
will adopt this Statement beginning March 1, 2009. It is not believed that this
will have an impact on the Company's consolidated financial position, results of
operations or cash flows.

In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
Combinations'. This Statement replaces FASB Statement No. 141, Business
Combinations, but retains the fundamental requirements in Statement 141. This
Statement establishes principles and requirements for how the acquirer: (a)
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree; (b) recognizes and measures the goodwill acquired in the business
combination or a gain from a bargain purchase; and (c) determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. This statement
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after December 15, 2008. An entity may not apply it before that date. The
effective date of this statement is the same as that of the related FASB
Statement No. 160, Noncontrolling Interests in Consolidated Financial
Statements. The Company will adopt this statement beginning March 1, 2009. It is
not believed that this will have an impact on the Company's consolidated
financial position, results of operations or cash flows.

In February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for
Financial Assets and Liabilities--Including an Amendment of FASB Statement No.
115. This standard permits an entity to choose to measure many financial
instruments and certain other items at fair value. This option is available to
all entities. Most of the provisions in FAS 159 are elective; however, an
amendment to FAS 115 Accounting for Certain Investments in Debt and Equity
Securities applies to all entities with available for sale or trading
securities. Some requirements apply differently to entities that do not report
net income. SFAS No. 159 is effective as of the beginning of an entity's first
fiscal year that begins after November 15, 2007. Early adoption is permitted as
of the beginning of the previous fiscal year provided that the entity makes that
choice in the first 120 days of that fiscal year and also elects to apply the
provisions of SFAS No. 157 Fair Value Measurements. The Company will adopt SFAS
No. 159 beginning March 1, 2008 and is currently evaluating the potential impact
the adoption of this pronouncement will have on its consolidated financial
statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

Not required under Regulation S-K for "smaller reporting companies."

                                       14
<PAGE>

ITEM 8. FINANCIAL STATEMENTS

The financial statements required by Item 7 are presented in the following
order:

                          XTRASAFE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)


                              FINANCIAL STATEMENTS


                            August 31, 2009 and 2008


                                 C O N T E N T S

                                                                            PAGE

Report of Independent Registered Public Accounting Firm .................    16

Balance Sheets ..........................................................    17

Statements of Operations ................................................    18

Statements of Stockholders' Equity (Deficit) ............................    19

Statements of Cash Flows ................................................    20

Notes to the Financial Statements .......................................    21


                                       15
<PAGE>

SEALE AND BEERS, CPAS
PCAOB & CPAB REGISTERED AUDITORS
--------------------------------
www.sealebeers.com


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------


TO THE BOARD OF DIRECTORS
XTRASAFE, INC.
(A DEVELOPMENT STAGE COMPANY)

We have audited the accompanying balance sheets of Xtrasafe, Inc. (A Development
Stage Company) as of August 31, 2009, and the related statements of operations,
stockholders' equity (deficit) and cash flows for the year ended August 31, 2009
and the periods from inception on June 5, 2008 through August 31, 2009 and 2008.
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 conduct our audits in accordance with 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. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Xtrasafe, Inc. (A Development
Stage Company) as of August 31, 2009, and the related statements of operations,
stockholders' equity (deficit) and cash flows for the year ended August 31, 2009
and the periods from inception on June 5, 2008 through August 31, 2009 and 2008,
in conformity with accounting principles generally accepted in the United States
of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 6 to the
financial statements, the Company has an accumulated deficit of $18,264, which
raises substantial doubt about its ability to continue as a going concern.
Management's plans concerning these matters are also described in Note 6. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


/S/ SEALE AND BEERS, CPAS

Seale and Beers, CPAs
Las Vegas, Nevada
December 29, 2009


                 50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107
                     Phone: (888)727-8251 Fax: (888)782-2351
                 -----------------------------------------------

                                       16
<PAGE>

                                  XTRASAFE, INC
                          (A Development Stage Company)
                                 Balance Sheets

                                     ASSETS
                                     ------
                                                        August 31,    August 31,
                                                           2009          2008
                                                        ----------    ----------

CURRENT ASSETS

  Cash and Cash equivalents ......................       $ 11,989      $  8,880
                                                         --------      --------

    Total Current Assets .........................         11,989         8,880
                                                         --------      --------

    TOTAL ASSETS .................................       $ 11,989      $  8,880
                                                         ========      ========


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------

CURRENT LIABILITIES

  Accounts payable and accrued expenses ..........       $  1,753       $     -

    Total Current Liabilities ....................          1,753             -
                                                         --------      --------

STOCKHOLDERS' EQUITY (DEFICIT)
  Capital Stock (Note 3)
    Authorized:
      100,000,000 common shares, $.001 par value
        Issued and outstanding shares 10,950,000 .         10,950         9,000
        at 8/31/09 and 9,000,000 at 8/31/08
  Additional paid-in capital .....................         17,550             -
  Deficit accumulated during the development stage        (18,264)         (120)
                                                         --------      --------

    Total Stockholders' Equity (Deficit) .........         10,237         8,880
                                                         --------      --------

    TOTAL LIABILITIES AND STOCKHOLDERS'
      EQUITY (DEFICIT) ...........................       $ 11,990      $  8,880
                                                         ========      ========

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

                                       17
<PAGE>

                                 XTRASAFE, INC.
                          (A Development Stage Company)
                            Statements of Operations

                                  For the       June 05, 2008,    June 05, 2008,
                                 year ended     (inception) to    (inception) to
                                 August 31,       August 31,        August 31,
                                    2009             2008              2009
                                 -----------    --------------    --------------

REVENUES ...................     $         -     $         -       $         -
                                 -----------     -----------       -----------

OPERATING EXPENSES

  Professional Expenses ....           9,025               -             9,025
  General & Administrative             9,119             120             9,239
                                 -----------     -----------       -----------

    Total Operating Expenses          18,144             120            18,264
                                 -----------     -----------       -----------

LOSS FROM OPERATIONS .......         (18,144)           (120)          (18,264)
                                 -----------     -----------       -----------

OTHER EXPENSES

  Interest expense .........               -               -                 -
                                 -----------     -----------       -----------

    Total Other Expenses ...               -               -                 -
                                 -----------     -----------       -----------

LOSS BEFORE INCOME TAXES ...         (18,144)           (120)          (18,264)
PROVISION FOR INCOME TAXES .               -               -                 -
                                 -----------     -----------       -----------

NET LOSS ...................     $   (18,144)    $      (120)      $   (18,264)
                                 ===========     ===========       ===========

BASIC & FULLY DILUTED LOSS
  PER COMMON SHARE .........     $     (0.00)    $     (0.00)
                                 ===========     ===========

WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING        9,993,699       9,000,000
                                 ===========     ===========

    The accompanying notes are an integral part of these financial statements

                                       18
<PAGE>
<TABLE>
                                            XTRASAFE, INC.
                                     (A Development Stage Company)
                             Statements of Stockholders' Equity (Deficit)
<CAPTION>
                                                                             Deficit
                                                                           Accumulated       Total
                                         Common Stock         Additional   During the    Stockholders'
                                    -----------------------     Paid-In    Development      Equity
                                      Shares       Amount       Capital       Stage        (Deficit)
                                    ----------   ----------   ----------   -----------   -------------
<S>                                 <C>          <C>          <C>          <C>           <C>
Balance, June 05, 2008 ..........            -   $        -   $        -   $        -     $        -

Common Shares issued to founders
  for cash at $0.001 per share
  on August 13, 2008 ............    9,000,000        9,000            -            -          9,000

Net loss since inception
  through August 31, 2008 .......            -            -            -         (120)          (120)
                                    ----------   ----------   ----------   ----------     ----------

BALANCE, AUGUST 31, 2008 ........    9,000,000   $    9,000   $        -   $     (120)    $    8,880
                                    ==========   ==========   ==========   ==========     ==========

Common Shares issued for cash
  at $0.01 per share Feb 27, 2009    1,950,000        1,950       17,550            -         19,500

Net loss for the Year ended
  August 31, 2009 ...............            -            -            -      (18,144)       (18,144)
                                    ----------   ----------   ----------   ----------     ----------

BALANCE, AUGUST 31, 2009 ........   10,950,000   $   10,950   $   17,550   $  (18,264)    $   10,236
                                    ==========   ==========   ==========   ==========     ==========

               The accompanying notes are an integral part of these financial statements

                                                   19
</TABLE>
<PAGE>
<TABLE>
                                            XTRASAFE, INC.
                                     (A Development Stage Company)
                                       Statements of Cash Flows
<CAPTION>
                                                       For the       June 05, 2008,     June 05, 2008,
                                                      year ended     (inception) to     (inception) to
                                                      August 31,       August 31,         August 31,
                                                         2009             2008               2009
                                                      ----------     --------------     --------------
<S>                                                   <C>            <C>                <C>
OPERATING ACTIVITIES

  Net loss ......................................      $(18,144)        $   (120)          $(18,264)
  Changes in operating assets and liabilities:
  Increase (decrease) in accounts payable .......         1,753                -              1,753

    Net Cash Used by Operating Activities .......       (16,391)            (120)           (16,511)
                                                       --------         --------           --------


FINANCING ACTIVITIES

  Common stock issued for cash ..................        19,500            9,000             28,500
                                                       --------         --------           --------

    Net Cash Provided by Financing Activities ...        19,500            9,000             28,500
                                                       --------         --------           --------

  NET INCREASE IN CASH AND CASH EQUIVALENTS .....         3,110            8,880             11,990

  CASH & CASH EQUIVALENTS AT BEGINNING OF PERIOD          8,880                -                  -
                                                       --------         --------           --------

  CASH & CASH EQUIVALENTS AT END OF PERIOD ......      $ 11,989            8,880             11,989
                                                       ========         ========           ========


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

  CASH PAID FOR:
    Interest ....................................      $      -         $      -           $      -
    Income Taxes ................................      $      -         $      -           $      -

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

                                                   20
</TABLE>
<PAGE>

                                 XTRASAFE, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                            August 31, 2009 and 2008

NOTE 1. GENERAL ORGANIZATION AND BUSINESSES

Xtrasafe, Inc. (A Development Stage Company) was incorporated in the state of
Florida on June 5, 2008 under the laws of the State of Florida to market and
sell an electronic safe system, through wholesale distribution channels and
directly to institutional buyers (Hospitals, Colleges and Universities, and
Assisted Living Facilities) throughout the United States.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

Accounting Basis
----------------

These financial statements are prepared on the accrual basis of accounting in
conformity with accounting principles generally accepted in the United States of
America.

Cash and Cash Equivalents
-------------------------

For the purpose of the statement of cash flows, cash equivalents include all
highly liquid investments with maturity of three months or less.

Earnings (Loss) per Share
-------------------------

The basic earnings (loss) per share are calculated by dividing the Company's net
income available to common shareholders by the weighted average number of common
shares outstanding during the year. The diluted earnings (loss) per share are
calculated by dividing the Company's net income (loss) available to common
shareholders by the diluted weighted average number of shares outstanding during
the year. The diluted weighted average number of shares outstanding is the basic
weighted number of shares adjusted as of the first of the year for any
potentially dilutive debt or equity. There are no diluted shares outstanding.

Dividends
---------

The Company has not adopted any policy regarding payment of dividends. No
dividends have been paid during the period shown.

Advertising
-----------

The Company expenses advertising as incurred. Advertising expenses since
inception have been $0

Use of Estimates
----------------

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

                                       21
<PAGE>

                                 XTRASAFE, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                            August 31, 2009 and 2008

Revenue and Cost Recognition
----------------------------

The Company has no current source of revenue; therefore the Company has not yet
adopted any policy regarding the recognition of revenue or cost.

NOTE 3. INCOME TAXES

The Company provides for income taxes under Statement of Financial Accounting
Standards NO. 109, "Accounting for Income Taxes." SFAS No. 109 requires the use
of an asset and liability approach in accounting for income taxes. Deferred tax
assets and liabilities are recorded based on the differences between the
financial statement and tax bases of assets and liabilities and the tax rates in
effect currently.

SFAS No. 109 requires the reduction of deferred tax assets by a valuation
allowance if, based on the weight of available evidence, it is more likely than
not that some or all of the deferred tax assets will not be realized. No
provision for income taxes is included in the statement due to its immaterial
amount, net of the allowance account, based on the likelihood of the Company to
utilize the loss carry-forward.

Year Ended August 31           2009        2008
                              ------      ------
   Deferred Tax Asset
   Valuation Allowance
   Current Taxes Payable        0.00        0.00
                              ------      ------

   Income Tax Expense ..      $ 0.00      $ 0.00
                              ======      ======

The Company has filed no income tax returns since inception.

NOTE 4. STOCKHOLDERS' EQUITY

Common Stock
------------

On June 05, 2008, the company issued 9,000,000 shares at of its $0.0001 par
value common stock for $9,000 cash to the founder of the company.

During fiscal year 2009 The Company completed a registered offering under the
Securities Act of 1933, as amended. The Company sold and issued 1,950,000 shares
in 2009 of its $0.001 par value common stock at a price of $0.01 per share for
$19,500.

NOTE 5. RELATED PARTY TRANSACTIONS

The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities that become available. They may face a conflict in selecting
between the Company and other business interests. The Company has not formulated
a policy for the resolution of such conflicts.

                                       22
<PAGE>

                                 XTRASAFE, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                            August 31, 2009 and 2008

NOTE 6. GOING CONCERN

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. For the period June 5, 2008 (date of
inception) through August 31, 2009 the Company has had a net loss of $18,264. As
of August 31, 2009, the Company has not emerged from the development stage. In
view of these matters, recoverability of any asset amounts shown in the
accompanying financial statements is dependent upon the Company's ability to
begin operations and to achieve a level of profitability. Since inception, the
Company has financed its activities principally from the sale of equity
securities. The Company intends on financing its future development activities
and its working capital needs largely from loans and the sale of public equity
securities with some additional funding from other traditional financing
sources, including term notes, until such time that funds provided by operations
are sufficient to fund working capital requirements.

NOTE 7. THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS

Below is a listing of the most recent accounting standards and their effect on
the Company.

Recent Accounting Pronouncements
--------------------------------

June 2009, the FASB issued SFAS No. 166, "Accounting for Transfers of Financial
Assets--an amendment of FASB Statement No. 140" ("SFAS 166"). The provisions of
SFAS 166, in part, amend the derecognition guidance in FASB Statement No. 140,
eliminate the exemption from consolidation for qualifying special-purpose
entities and require additional disclosures. SFAS 166 is effective for financial
asset transfers occurring after the beginning of an entity's first fiscal year
that begins after November 15, 2009. The Company does not expect the provisions
of SFAS 166 to have a material effect on the financial position, results of
operations or cash flows of the Company.

In June 2009, the FASB issued SFAS No. 167, "Amendments to FASB Interpretation
No. 46(R) ("SFAS 167"). SFAS 167 amends the consolidation guidance applicable to
variable interest entities. The provisions of SFAS 167 significantly affect the
overall consolidation analysis under FASB Interpretation No. 46(R). SFAS 167 is
effective as of the beginning of the first fiscal year that begins after
November 15, 2009. SFAS 167 will be effective for the Company beginning in 2010.
The Company does not expect the provisions of SFAS 167 to have a material effect
on the financial position, results of operations or cash flows of the Company.

                                       23
<PAGE>

                                 XTRASAFE, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                            August 31, 2009 and 2008

In June 2009, the FASB issued SFAS No. 168, "The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles - a
replacement of FASB Statement No. 162" ("SFAS No. 168"). Under SFAS No. 168 the
"FASB Accounting Standards Codification" ("Codification") will become the source
of authoritative U. S. GAAP to be applied by nongovernmental entities. Rules and
interpretive releases of the Securities and Exchange Commission ("SEC") under
authority of federal securities laws are also sources of authoritative GAAP for
SEC registrants. SFAS No. 168 is effective for financial statements issued for
interim and annual periods ending after September 15, 2009. On the effective
date, the Codification will supersede all then-existing non-SEC accounting and
reporting standards. All other non-grandfathered non-SEC accounting literature
not included in the Codification will become non-authoritative. SFAS No. 168 is
effective for the Company's interim quarterly period beginning July 1, 2009. The
Company does not expect the adoption of SFAS No. 168 to have an impact on the
financial statements.

In June 2009, the Securities and Exchange Commission's Office of the Chief
Accountant and Division of Corporation Finance announced the release of Staff
Accounting Bulletin (SAB) No. 112. This staff accounting bulletin amends or
rescinds portions of the interpretive guidance included in the Staff Accounting
Bulletin Series in order to make the relevant interpretive guidance consistent
with current authoritative accounting and auditing guidance and Securities and
Exchange Commission rules and regulations. Specifically, the staff is updating
the Series in order to bring existing guidance into conformity with recent
pronouncements by the Financial Accounting Standards Board, namely, Statement of
Financial Accounting Standards No. 141 (revised 2007), Business Combinations,
and Statement of Financial Accounting Standards No. 160, Non-controlling
Interests in Consolidated Financial Statements. The statements in staff
accounting bulletins are not rules or interpretations of the Commission, nor are
they published as bearing the Commission's official approval. They represent
interpretations and practices followed by the Division of Corporation Finance
and the Office of the Chief Accountant in administering the disclosure
requirements of the Federal securities laws.

In December 2008, the FASB issued FSP No. FAS 132(R)-1, "Employers' Disclosures
about Postretirement Benefit Plan Assets" ("FSP FAS 132(R)-1"). FSP FAS 132(R)-1
requires additional fair value disclosures about employers' pension and
postretirement benefit plan assets consistent with guidance contained in SFAS
157. Specifically, employers will be required to disclose information about how
investment allocation decisions are made, the fair value of each major category
of plan assets and information about the inputs and valuation techniques used to
develop the fair value measurements of plan assets. This FSP is effective for
fiscal years ending after December 15, 2009. The Company does not expect the
adoption of FSP FAS 132(R)-1 will have a material impact on its financial
condition or results of operation.

                                       24
<PAGE>

                                 XTRASAFE, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                            August 31, 2009 and 2008

In September 2008, the FASB issued exposure drafts that eliminate qualifying
special purpose entities from the guidance of SFAS No. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,"
and FASB Interpretation 46 (revised December 2003), "Consolidation of Variable
Interest Entities - an interpretation of ARB No. 51," as well as other
modifications. While the proposed revised pronouncements have not been finalized
and the proposals are subject to further public comment, the Company anticipates
the changes will not have a significant impact on the Company's financial
statements. The changes would be effective March 1, 2010, on a prospective
basis.

NOTE 8. CONCENTRATIONS OF RISKS

Cash Balances
-------------

The Company maintains its cash in institutions insured by the Federal Deposit
Insurance Corporation (FDIC). This government corporation insured balances up to
$100,000 through October 13, 2008. As of October 14, 2008 all non-interest
bearing transaction deposit accounts at an FDIC-insured institution, including
all personal and business checking deposit accounts that do not earn interest,
are fully insured for the entire amount in the deposit account. This unlimited
insurance coverage is temporary and will remain in effect for participating
institutions until December 31, 2013. On May 20, 2009 the FDIC extended this
coverage to December 31, 2013. All other deposit accounts at FDIC-insured
institutions are insured up to at least $250,000 per depositor until December
31, 2013. On January 1, 2014, FDIC deposit insurance for all deposit accounts,
except for certain retirement accounts, will return to at least $100,000 per
depositor. Insurance coverage for certain retirement accounts, which include all
IRA deposit accounts, will remain at $250,000 per depositor.

As of August 31, 2009 and August 31, 2008, the company has $0 and $0,
respectively, over the FDIC limits.

NOTE 9. SUBSEQUENT EVENTS

None. The Company has evaluated subsequent events through December 22, 2009, the
which the financial statements were available to be issued, and no such events
have occurred.

                                       25
<PAGE>

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

On August 6, 2009 (the "Dismissal Date"), the Company advised Moore & Associates
Chartered (the "Former Auditor") that it was dismissed as the Company's
independent registered public accounting firm. The decision to dismiss the
Former Auditor as the Company's independent registered public accounting firm
was approved by the Company's Board of Directors on August 6, 2009. Except as
noted in the paragraph immediately below, the reports of the Former Auditor on
the Company's financial statements for either of the past two years or
subsequent interim period contained an adverse opinion or disclaimer of opinion,
or was qualified or modified as to uncertainty, audit scope, or accounting
principle.

The reports of the Former Auditor on the Company's financial statements as of
and for the years ended August 31, 2008, contained an explanatory paragraph
which noted that there was substantial doubt as to the Company's ability to
continue as a going concern as the Company had a net loss as of August 31, 2008.

During the registrant's two most recent fiscal years and the subsequent interim
periods thereto, the Company has not had any disagreements with the Former
Auditor on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which disagreements, if not resolved
to the Former Auditor's satisfaction, would have caused them to make reference
thereto in their reports on the Company's financial statements for such years.

During the registrant's two most recent fiscal years and the subsequent interim
periods thereto, there were no reportable events, as defined in Item
304(a)(1)(v) of Regulation S-K.

The Company has requested that Moore furnish it with a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the above
statements. The Registrant was unable to obtain an updated Exhibit 16 letter
from Moore at the time of report.

On August 6, 2009, the accounting firm of Seale and Beers, CPAs was engaged as
the Company's new independent registered public account firm. The Board of
Directors of the Registrant and the Registrant's Audit Committee approved of the
dismissal of Moore & Associates Chartered and the engagement of Seale and Beers,
CPAs as its independent auditor.

During the two most recent fiscal years and through the Seale and Beers
Engagement Date, the Company has not consulted with Seale and Beers regarding
either:

   1. application of accounting principles to any specified transaction, either
      completed or proposed, or the type of audit opinion that might be rendered
      on the Company's financial statements, and neither a written report was
      provided to the Company nor oral advice was provided that the New Auditor
      concluded was an important factor considered by the Company in reaching a
      decision as to the accounting, auditing or financial reporting issue; or

   2. any matter that was either the subject of a disagreement (as defined in
      Regulation S-K, Item 304(a)(1)(iv) and the related instructions) or
      reportable event (as defined in Regulation S-K, Item 304(a)(1)(v)).

                                       26
<PAGE>

ITEM 9A. CONTROLS AND PROCEDURES.

Our Chief Executive Officer and our Chief Financial Officer are responsible for
establishing and maintaining adequate internal control over financial reporting.
Internal control over financial reporting is defined in Rule 13a-15(f) and
15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process
designed by, or under the supervision of, our principal executive and principal
financial officers and effected by our board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles and
includes those policies and procedures that:

   o  pertain to the maintenance of records that in reasonable detail accurately
      and fairly reflect the transactions and dispositions of our assets;

   o  provide reasonable assurance that transactions are recorded as necessary
      to permit preparation of financial statements in accordance with generally
      accepted accounting principles, and that our receipts and expenditures are
      being made only in accordance with authorizations of management and our
      directors; and

   o  provide reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on the financial statements.

Because of its inherent limitations, our internal control over financial
reporting may not prevent or detect misstatements. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation. Projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

Our Chief Executive Officer and our Chief Financial Officer assessed the
effectiveness of our internal control over financial reporting as of August 31,
2009. In making this assessment, management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in
Internal Control -- Integrated Framework.

Based on our assessment, our Chief Executive Officer and our Chief Financial
Officer believe that, as of August 31, 2009, our internal control over financial
reporting is not effective based on those criteria.

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

MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f)
under the Securities Exchange Act of 1934. Our internal control over financial
reporting is designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles and
includes those policies and procedures that:

                                       27
<PAGE>

   o  Pertain to the maintenance of records that, in reasonable detail,
      accurately and fairly reflect the transactions and disposition of our
      assets;

   o  Provide reasonable assurance that transactions are recorded as necessary
      to permit preparation of financial statements in accordance with U.S.
      generally accepted accounting principles, and that our receipts and
      expenditures are being made only in accordance with authorizations of our
      management and directors; and

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

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. All internal control systems,
no matter how well designed, have inherent limitations and provide only
reasonable assurance, not absolute assurance, with respect to financial
statement preparation and presentation. The design of an internal control system
reflects resource constraints and the benefits must be considered relative to
the costs of implementing and maintaining the system.

Management assessed the effectiveness of the Company's internal control over
financial reporting as of August 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 August 31, 2009 the Company's internal control
over financial reporting was effective based on those criteria.

This annual report does not include an attestation report of our 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 us to provide only management's report in this
annual report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

Except as set forth above in the Evaluation of Disclosure Controls and
Procedures, there were no changes in the Company's internal controls over
financial reporting during the fourth quarter ended August 31, 2009 that
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.

                                    PART III
                                    --------

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS AND
SECTION 16(A) COMPLIANCE.

EXECUTIVE OFFICERS AND DIRECTORS. We are dependent on the efforts and abilities
of certain of our senior management. The interruption of the services of key
management could have a material adverse effect on our operations, profits and
future development, if suitable replacements are not promptly obtained. We have
not entered into employment agreements with any of our key executives. We cannot

                                       28
<PAGE>

guaranty that each executive will remain with us. In addition, our success
depends, in part, upon our ability to attract and retain other talented
personnel. Although we believe that our relations with our personnel are good
and that we will continue to be successful in attracting and retaining qualified
personnel, we cannot guaranty that we will be able to continue to do so. Our
officers and directors will hold office until their resignation or removal.

The following table sets forth information regarding our current executive
officers and directors as well as other key members of our management. Our
officers and directors will serve one-year terms or until our next annual
meeting of shareholders, whichever is longer.

NAME                AGE           POSITION
----                ---           --------
Daniel Baker        31            President, Secretary, Treasurer and Director

DANIEL BAKER has served as our President, Chief Executive Officer and one of our
directors since August 26, 2009.

Mr. Baker comes to the Board with significant experience in financial services
from Commonwealth Associates where he has worked as a marketing executive and
research analyst since 2006. Mr. Baker worked in sales and event planning for
David Blaine Productions from 2004 until 2006. Mr. Baker holds a BA from New
York University. Mr. Baker has served as the Company's Secretary since February
2009.

Mr. Baker is not an officer or director of any reporting company.

There are no orders, judgments, or decrees of any governmental agency or
administrator, or of any court of competent jurisdiction, revoking or suspending
for cause any license, permit or other authority to engage in the securities
business or in the sale of a particular security or temporarily or permanently
restraining any of our officers or directors from engaging in or continuing any
conduct, practice or employment in connection with the purchase or sale of
securities, or convicting such person of any felony or misdemeanor involving a
security, or any aspect of the securities business or of theft or of any felony,
nor are any of the officers or directors of any corporation or entity affiliated
with us so enjoined.

NOMINATING COMMITTEE. Our entire Board participates in consideration of director
nominees. The Board will consider candidates who have experience as a board
member or senior officer of a company or who are generally recognized in a
relevant field as a well-regarded practitioner, faculty member or senior
government officer. The Board will also evaluate whether the candidates' skills
and experience are complementary to the existing Board's skills and experience
as well as the Board's need for operational, management, financial,
international, technological or other expertise. The Board will interview
candidates that meet the criteria and then select nominees that Board believes
best suit our needs.

The Board will consider qualified candidates suggested by stockholders for
director nominations. Stockholders can suggest qualified candidates for director
nominations by writing to our President Daniel Baker, 600 Lexington Ave, 9th
Floor, New York, NY 10022 . Submissions that are received that meet the criteria
described above will be forwarded to the Board for further review and
consideration. The Board will not evaluate candidates proposed by stockholders
any differently than other candidates

                                       29
<PAGE>

AUDIT COMMITTEE FINANCIAL EXPERT. Our board of directors does not have an "audit
committee financial expert," within the meaning of such phrase under applicable
regulations of the Securities and Exchange Commission, serving on its audit
committee. The board of directors believes that all members of its audit
committee are financially literate and experienced in business matters, and that
one or more members of the audit committee are capable of (I) understanding
generally accepted accounting principles ("GAAP") and financial statements, (ii)
assessing the general application of GAAP principles in connection with our
accounting for estimates, accruals and reserves, (iii) analyzing and evaluating
our financial statements, (iv) understanding our internal controls and
procedures for financial reporting; and (v) understanding audit committee
functions, all of which are attributes of an audit committee financial expert.
However, the board of directors believes that there are not any audit committee
members who has obtained these attributes through the experience specified in
the SEC's definition of "audit committee financial expert." Further, like many
small companies, it is difficult for the Company to attract and retain board
members who qualify as "audit committee financial experts," as competition for
these individuals is significant. The board believes that its current audit
committee is able to fulfill its role under SEC regulations despite not having a
designated "audit committee financial expert." We believe the cost related to
retaining a financial expert at this time is prohibitive. Further, because of
the nature of our operations, we believe the services of a financial expert are
not warranted at this time.

AUDIT COMMITTEE. Presently, the board of directors acts as the audit committee.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Section 16(a) of the
Securities Act of 1934 requires our directors, executive officers, and any
persons who own more than 10% of a registered class of our equity securities, to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission. SEC regulation requires executive officers, directors and
greater than 10% stockholders to furnish us with copies of all Section 16(a)
forms they file. Based solely on our review of the copies of such forms received
by us, or written representations from certain reporting persons, we believe
that during the year ended August 31, 2009, our executive officers, directors,
and greater than 10% stockholders complied with all applicable filing
requirements.

CODE OF ETHICS. We have not yet adopted a code of ethics that applies to our
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions. When available,
our code of ethics will be posted on a corporate website.

ITEM 11. EXECUTIVE COMPENSATION

Any compensation received by our officers, directors, and management personnel
will be determined from time to time by our Board of Directors. Our officers,
directors, and management personnel will be reimbursed for any out-of-pocket
expenses incurred on our behalf.

                                       30
<PAGE>

SUMMARY COMPENSATION TABLE. The compensation of the named executive officers for
the last completed fiscal year ended August 31, 2009 is shown below:
<TABLE>
<CAPTION>
                                                             NON-EQUITY     NONQUALIFIED
NAME AND                                 STOCK    OPTION   INCENTIVE PLAN     DEFERRED      ALL OTHER
PRINCIPAL       YEAR    SALARY   BONUS   AWARDS   AWARDS    COMPENSATION    COMPENSATION   COMPENSATION   TOTAL
POSITION        ENDED     $        $       $        $             $          EARNINGS $          $          $
-------------   -----   ------   -----   ------   ------   --------------   ------------   ------------   -----
<S>             <C>     <C>      <C>     <C>      <C>      <C>              <C>            <C>            <C>
Daniel Baker,   2009      0        0       0        0             0              0               0          0
President
Secretary
Treasurer

Sidney Zion,    2009      0        0       0        0             0              0               0          0
(former)
President
Secretary
Treasurer

Sidney Zion,    2008      0        0       0        0             0              0               0          0
President
Secretary
Treasurer
</TABLE>

EMPLOYMENT CONTRACTS. We do not anticipate that we will enter into any
employment contracts with any of our officers.

STOCK OPTIONS/SAR GRANTS. No grants of stock options or stock appreciation
rights were made since our date of incorporation in June 2008.

LONG-TERM INCENTIVE PLANS. As of August 31, 2009, we had no group life, health,
hospitalization, or medical reimbursement or relocation plans in effect.
Further, we had no pension plans or plans or agreements which provide
compensation on the event of termination of employment or corporate change in
control.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END. As of the year ended August 31,
2009, each named executive officer had these unexercised options, stock that has
not vested, and equity incentive plan awards:
<TABLE>
<CAPTION>
                                     OPTION  AWARDS                                       STOCK AWARDS
              -----------------------------------------------------------  ------------------------------------------
                                                                                                   EQUITY
                                                                                                 INCENTIVE
                                          EQUITY                                                    PLAN
                                         INCENTIVE                                                AWARDS:    VALUE OF
               NUMBER OF                   PLAN                             NUMBER               NUMBER OF   UNEARNED
               SECURITIES                 AWARDS:                             OF                  UNEARNED    SHARES,
               UNDERLYING                NUMBER OF                         SHARES OR   MARKET     SHARES,      UNITS
              UNEXERCISED               SECURITIES                         UNITS OF   VALUE OF     UNITS     OR OTHER
                OPTIONS                 UNDERLYING    OPTION     OPTION      STOCK    SHARES OR   OR OTHER    RIGHTS
                   #          # UN-     UNEXERCISED  EXERCISE  EXPIRATION     NOT     UNITS NOT  RIGHTS NOT     NOT
NAME          EXERCISABLE  EXERCISABLE    OPTIONS      PRICE      DATE      VESTED     VESTED      VESTED     VESTED
------------  -----------  -----------  -----------  --------  ----------  ---------  ---------  ----------  --------
<S>           <C>          <C>          <C>          <C>       <C>         <C>        <C>        <C>         <C>
Daniel             0            0            0           0         n/a         0          0           0          0
Baker,
President,
Treasurer,
Secretary

Sidney Zion,       0            0            0           0         n/a         0          0           0          0
(former)
President,
Treasurer,
Secretary
</TABLE>

                                       31
<PAGE>

STOCK OPTION PLAN. We anticipate that we will adopt a stock option plan,
pursuant to which shares of our common stock will be reserved for issuance to
satisfy the exercise of options. The stock option plan will be designed to
retain qualified and competent officers, employees, and directors. Our Board of
Directors, or a committee thereof, shall administer the stock option plan and
will be authorized, in its sole and absolute discretion, to grant options
thereunder to all of our eligible employees, including officers, and to our
directors, whether or not those directors are also our employees. Options will
be granted pursuant to the provisions of the stock option plan on such terms,
subject to such conditions and at such exercise prices as shall be determined by
our Board of Directors. Our stock option plan and the stock option agreements
will provide that options granted pursuant to the stock option plan shall not be
exercisable after the expiration of ten years from the date of grant.

DIRECTOR COMPENSATION. The following concerns the compensation of our directors
for their service as directors during the fiscal year ended August 31, 2009:
<TABLE>
<CAPTION>
                                                                NON-QUALIFIED
                                                 NON-EQUITY       DEFERRED
               FEES EARNED   STOCK    OPTION   INCENTIVE PLAN   COMPENSATION      ALL OTHER
               OR PAID IN    AWARDS   AWARDS    COMPENSATION      EARNINGS      COMPENSATION   TOTAL
NAME              CASH         $         $           $                $               $          $
------------   -----------   ------   ------   --------------   -------------   ------------   -----
<S>            <C>           <C>      <C>      <C>              <C>             <C>            <C>
Daniel Baker        0          0         0           0                0               0          0

Sidney Zion         0          0         0           0                0               0          0
</TABLE>

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

The following table sets forth certain information regarding the beneficial
ownership of our common stock as of August 31, 2009, by each person or entity
known by us to be the beneficial owner of more than 5% of the outstanding shares
of common stock, each of our directors and named executive officers, and all of
our directors and executive officers as a group.

TITLE           NAME AND ADDRESS              AMOUNT AND NATURE        PERCENT
OF CLASS        OF BENEFICIAL OWNER           OF BENEFICIAL OWNER      OF CLASS
------------    --------------------------    ---------------------    --------
Common Stock    Daniel Baker                  9,000,000 shares         82%
                600 Lexington Ave, 9th Fl,    President, Secretary,
                New York, NY                  Treasurer, Director

Common Stock    All officers and directors    9,000,000                82%
                as a group

Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. In accordance with Securities and Exchange
Commission rules, shares of our common stock which may be acquired upon exercise
of stock options or warrants which are currently exercisable or which become
exercisable within 60 days of the date of the table are deemed beneficially
owned by the optionees. Subject to community property laws, where applicable,
the persons or entities named in the table above have sole voting and investment
power with respect to all shares of our common stock indicated as beneficially
owned by them.

                                       32
<PAGE>

CHANGES IN CONTROL. Daniel Baker, the Company's president and sole director
acquired the shares formerly owned by Sidney Zion, the Company's founder. Mr.
Baker is the company's majority shareholder. We are not aware of any
arrangements which may result in "changes in control" as that term is defined by
the provisions of Item 403 of Regulation S-B.

EQUITY COMPENSATION PLAN. We do not have any securities authorized for issuance
under any equity compensation plan. We also do not have an equity compensation
plan and do not plan to implement such a plan.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

CONFLICTS RELATED TO OTHER BUSINESS ACTIVITIES. The persons serving as our
officers and directors have existing responsibilities and, in the future, may
have additional responsibilities, to provide management and services to other
entities in addition to us. As a result, conflicts of interest between us and
the other activities of those persons may occur from time to time.

We will attempt to resolve any such conflicts of interest in our favor. Our
officers and directors are accountable to us and our shareholders as
fiduciaries, which requires that such officers and directors exercise good faith
and integrity in handling our affairs. A shareholder may be able to institute
legal action on our behalf or on behalf of that shareholder and all other
similarly situated shareholders to recover damages or for other relief in cases
of the resolution of conflicts in any manner prejudicial to us.

RELATED PARTY TRANSACTIONS. There have been no related party transactions.

With regard to any future related party transaction, we plan to fully disclose
any and all related party transactions, including, but not limited to, the
following:

   o  disclosing such transactions in prospectuses where required;

   o  disclosing in any and all filings with the Securities and Exchange
      Commission, where required;

   o  obtaining disinterested directors consent; and

   o  obtaining shareholder consent where required.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The following table sets forth fees billed to us by our auditors during the
fiscal years ended August 31, 2009 and August 31, 2008 for: (i) services
rendered for the audit of our annual financial statements and the review of our
quarterly financial statements, (ii) services by our auditor that are reasonably
related to the performance of the audit or review of our financial statements
and that are not reported as Audit Fees, (iii) services rendered in connection
with tax compliance, tax advice and tax planning, and (iv) all other fees for
services rendered.

                             August 31, 2009      August 31, 2008
                             ---------------      ----------------

(i) Audit Fees ........          $ 8,025              $   -0-
(ii) Audit Related Fees          $   -0-              $   -0-
(iii) Tax Fees ........          $   -0-              $   -0-
(iv) All Other Fees ...          $   -0-              $   -0-

                                       33
<PAGE>

AUDIT FEES. The aggregate fees billed in each of the years ended August 31, 2009
and 2008 for professional services rendered by the principal accountant for the
audit of our annual financial statements and review of the financial statements
included in our Form 10-KSB or services that are normally provided by the
accountant in connection with statutory and regulatory filings or engagements
for those years were $8025 and $0, respectively.

AUDIT-RELATED FEES. There were no fees billed for services reasonably related to
the performance of the audit or review of the financial statements outside of
those fees disclosed above under "Audit Fees" for years ended August 31, 2009
and 2008.

TAX FEES. For the years ended August 31, 2009 and 2008, our principal
accountants did not render any services for tax compliance, tax advice, and tax
planning work.

ALL OTHER FEES. None.

PRE-APPROVAL POLICIES AND PROCEDURES. Prior to engaging its accountants to
perform a particular service, our board of directors obtains an estimate for the
service to be performed. All of the services described above were approved by
the board of directors in accordance with its procedures.

ITEM 15. EXHIBITS

31.1     Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

31.2     Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

32.1     Section 906 Certification by Chief Executive Officer

32.2     Section 906 Certification by Chief Financial Officer

                                       34
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned in New York, New York, on December 31, 2009.

                                        XTRASAFE, INC.
                                        A FLORIDA CORPORATION

                                        By:  /s/ Daniel Baker
                                             ----------------
                                             Daniel Baker
                                        Its: Principal Executive Officer
                                             President and a Director

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

By:  /s/ Daniel Baker                       December 31, 2009
     ----------------
     Daniel Baker
Its: Principal Executive Officer
     President and a Director

By:  /s/ Daniel Baker                       December 31, 2009
     ----------------
     Daniel Baker
Its: Principal Financial Officer,
     Treasurer, Secretary and a Director


                                       35