UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-K

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
                   For the fiscal year ended December 31, 2008
                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
           For the transition period from ____________ to ___________

                        Commission File Number 000-53472

                                SCN HOLDINGS, INC
             (Exact name of registrant as specified in its charter)

           Nevada                                            N/A
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

                 40 Matthews Street, Suite 101, Goshen NY, 10924
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (516) 983-5321

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

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

                               Title of Each Class
                          Common Stock, $.001 par value

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

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

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

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

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

Large accelerated filer [ ]                        Accelerated filer [ ]
Non-accelerated filer   [ ]                        Smaller reporting company [X]

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

     The aggregate marker value of the voting and non-voting  common equity held
by non-affiliates:

     Not applicable.

     On March 30, 2009,  10,000,000 shares of the Registrant's common stock were
outstanding.

                    DOCUMENTS INCORPORATED BY REFERENCE: None
<PAGE>
                                TABLE OF CONTENTS

ITEMS                                                                       PAGE
-----                                                                       ----

PART I

Item 1.  Business                                                              4
Item 2.  Properties                                                            8
Item 3.  Legal Proceedings                                                     8
Item 4.  Submission of Matters to a Vote of Security Holders                   8

PART II

Item 5.  Market For Common Equity and Related Stockholder Matters and
         Issuer Purchases of Equity Securities                                 8
Item 6.  Selected Financial Data                                               9
Item 7.  Management's Discussion and Analysis of Financial Condition and
          Results of Operations                                                9
Item 7A. Quantitative and Qualitative Disclosures About Market Risk           11
Item 8.  Financial Statements and Supplementary Data                          11
Item 9.  Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure                                                21
Item 9A. Controls and Procedures                                              21
Item 9B. Other Information                                                    22

PART III

Item 10. Directors, Executive Officers and Corporate Governance               22
Item 11. Executive Compensation                                               24
Item 12. Security Ownership of Certain Beneficial Owners and Management and
          Related Stockholder Matters                                         25
Item 13  Certain Relationships and Related Transactions, and Director
          Independence                                                        25
Item 14. Principal Accounting Fees and Services                               25

PART IV

Item 15. Exhibits, Financial Statement Schedules                              26

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                              CAUTIONARY STATEMENT

     This Form 10-K contains "forward-looking  statements" within the meaning of
the Private  Securities  Litigation  Reform Act of 1995.  Some of the statements
contained in this Form 10-K for SCN Holdings,  Inc.  ("Company")  discuss future
expectations, contain projections of results of operation or financial condition
or state other  "forward-looking"  information.  These statements are subject to
known and unknown risks,  uncertainties,  and other factors that could cause the
actual results to differ  materially from those  contemplated by the statements.
The forward-looking information is based on various factors and is derived using
numerous assumptions.

     Management  expresses its  expectations,  beliefs and  projections  in good
faith  and  believes  the  expectations   reflected  in  these   forward-looking
statements  are based on  reasonable  assumptions;  however,  Management  cannot
assure current stockholders or prospective stockholders that these expectations,
beliefs  and  projections  will  prove  to  be  correct.   Such  forward-looking
statements  reflect the current views of Management  with respect to the Company
and anticipated future events.

     Management cautions current stockholders and prospective  stockholders that
such forward-looking statements,  including,  without limitation, those relating
to the Company's future business prospects,  demand for its products,  revenues,
capital needs, expenses, development and operation costs, wherever they occur in
this Form 10-K, as well as in the documents  incorporated  by reference  herein,
are not guarantees of future  performance or results,  but are simply  estimates
reflecting  the best  judgment of  Management  and involve a number of risks and
uncertainties  that could cause actual results to differ  materially  from those
suggested by such forward-looking statements.

      Important factors that may cause actual results to differ from projections
include, for example:

     *    the  success or failure of  management's  efforts to  implement  their
          business strategy;

     *    the  ability  of the  Company  to  raise  sufficient  capital  to meet
          operating requirements;

     *    the  uncertainty  of consumer  demand for our  products,  services and
          technologies;

     *    the  ability  of the  Company  to protect  its  intellectual  property
          rights;

     *    the  ability  of  the  Company  to  compete  with  major   established
          companies;

     *    the effect of changing economic conditions;

     *    the ability of the Company to attract and retain quality employees;

     *    the current global recession and financial uncertainty; and

     *    other risks which may be described in future filings with the SEC.

     Words such as "anticipates,"  "expects,"  "intends,"  "plans,"  "believes,"
"seeks,"  "estimates," and variations of such words and similar  expressions are
intended to identify such forward-looking  statements.  These statements are not
guarantees of future performance and are subject to certain risks, uncertainties
and  assumptions  that are difficult to predict.  Therefore,  actual results and
outcomes may differ  materially from what is expressed or forecasted in any such
forward-looking  statements.  Unless required by law, the Company  undertakes no
obligation  to update  publicly  any  forward-looking  statements,  whether as a
result of new information, future events or otherwise.

                                       3
<PAGE>
                                     PART I

ITEM 1. BUSINESS.

(A) BUSINESS DEVELOPMENT

     SCN Holdings Inc. ("we",  "us",  "our", the "Company" or the  "Registrant")
was incorporated in the State of Nevada on October 6, 2008. The Company has been
in the  developmental  stage since  inception  and has  conducted  virtually  no
business operations, other than organizational activities and preparation of our
previously  filed  registration  statement  on Form  10-12G.  The Company has no
full-time  employees and owns no real estate or personal  property.  The Company
was formed as a vehicle to pursue a business combination and has made no efforts
to identify a possible business  combination.  As a result,  the Company has not
conducted  negotiations or entered into a letter of intent concerning any target
business.  The business  purpose of the Company is to seek the acquisition of or
merger with, an existing company.

(B) BUSINESS OF ISSUER

     The Company,  based on proposed  business  activities,  is a "blank  check"
company.  The U.S.  Securities  and Exchange  Commission  ("SEC")  defines those
companies  as "any  development  stage  company  that is issuing a penny  stock,
within the meaning of Section 3 (a)(51) of the Exchange Act of 1934, as amended,
("Exchange  Act") and that has no  specific  business  plan or  purpose,  or has
indicated  that its business  plan is to merge with an  unidentified  company or
companies."  Under SEC Rule 12b-2 under the  Securities  Act of 1933, as amended
("Securities  Act"), the Company also qualifies as a "shell company," because it
has no or nominal  assets (other than cash) and no or nominal  operations.  Many
states  have  enacted  statutes,  rules  and  regulations  limiting  the sale of
securities  of  "blank  check"  companies  in  their  respective  jurisdictions.
Management does not intend to undertake any efforts to cause a market to develop
in our securities, either debt or equity, until we have successfully concluded a
business combination.  The Company intends to comply with the periodic reporting
requirements  of the  Exchange  Act  for so  long  as we are  subject  to  those
requirements.

     The  Company  was  organized  to provide a method for a foreign or domestic
private company to become a reporting  ("public")  company whose  securities are
qualified for trading in the United States secondary market such as the New York
Stock Exchange (or NYSE), NASDAQ, American Stock Exchange (or AMEX), and the OTC
Bulletin  Board,  and, as a vehicle to  investigate  and, if such  investigation
warrants,  acquire a target company or business seeking the perceived advantages
of being a publicly  held  corporation  and, to a lesser  extent that desires to
employ our funds in its business. The Company's principal business objective for
the next 12 months and  beyond  such time will be to  achieve  long-term  growth
potential   through  a  combination  with  a  business  rather  than  immediate,
short-term  earnings.  The Company  will not restrict  its  potential  candidate
target  companies to any specific  business,  industry or geographical  location
and, thus, may acquire any type of business.

PERCEIVED BENEFITS

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

     *    the  ability to use  registered  securities  to make  acquisitions  of
          assets or businesses;

     *    increased visibility in the financial community;

     *    the facilitation of borrowing from financial institutions;

     *    improved trading efficiency;

     *    shareholder liquidity;

     *    greater ease in subsequently raising capital;

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     *    compensation  of key  employees  through stock options for which there
          may be a market valuation;

     *    enhanced corporate image; and

     *    a presence in the United States capital market.

POTENTIAL TARGET COMPANIES

     A  business  entity,  if  any,  which  may  be  interested  in  a  business
combination with the Company may include the following:

     *    a company for which a primary purpose of becoming public is the use of
          its securities for the acquisition of assets or businesses;

     *    a company which is unable to find an  underwriter of its securities or
          is unable to find an underwriter of securities on terms  acceptable to
          it;

     *    a company  which  wishes to become  public  with less  dilution of its
          common stock than would occur upon an underwriting;

     *    a company  which  believes  that it will be able to obtain  investment
          capital on more favorable terms after it has become public;

     *    a foreign  company  which may wish an  initial  entry  into the United
          States securities market;

     *    a special situation company, such as a company seeking a public market
          to satisfy  redemption  requirements  under a qualified Employee Stock
          Option Plan; and

     *    a company  seeking  one or more of the  other  perceived  benefits  of
          becoming a public company.

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

     *    potential for growth, indicated by new technology,  anticipated market
          expansion or new products;

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

     *    strength and diversity of management, either in place or scheduled for
          recruitment;

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

     *    the cost of  participation by the Company as compared to the perceived
          tangible and intangible values and potentials;

     *    the extent to which the business opportunity can be advanced;

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

                                       5
<PAGE>
     *    other relevant factors.

     In applying the foregoing  criteria,  no one of which will be  controlling,
management  will  attempt to analyze all factors  and  circumstances  and make a
determination based upon reasonable investigative measures and available data.

     Potentially  available  business  opportunities may occur in many different
industries,  and at various  stages of  development,  all of which will make the
task of comparative  investigation  and analysis of such business  opportunities
extremely difficult and complex.  Due to the Company's limited capital available
for investigation,  the Company may not discover or adequately  evaluate adverse
facts about the opportunity to be acquired.

     No  assurances  can be given that the Company  will be able to enter into a
business combination,  as to the terms of a business  combination,  or as to the
nature of the target company.

(C) FORM OF ACQUISITION

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

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

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

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

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

     We presently have no employees apart from our  management.  Our officer and
sole director is engaged in outside business  activities and anticipates he will
devote to our business very limited time until the  acquisition  of a successful

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business  opportunity has been identified.  We expect no significant  changes in
the number of our  employees  other than such  changes,  if any,  incident  to a
business combination.

EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS

     The Company's  common stock is registered  pursuant to Section 12(g) of the
Securities  Exchange Act of 1934 ("1934 Act"). As a result of such registration,
the Company is subject to  Regulation  14A of the "1934  Act,"  which  regulates
proxy  solicitations.  Section  14(a)  requires all  companies  with  securities
registered  pursuant  to  Section  12(g)  thereof  to comply  with the rules and
regulations  of the Commission  regarding  proxy  solicitations,  as outlined in
Regulation 14A. Matters submitted to stockholders of the Company at a special or
annual meeting thereof or pursuant to a written consent will require the Company
to provide its  stockholders  with the information  outlined in Schedules 14A or
14C of Regulation 14;  preliminary  copies of this information must be submitted
to the Commission at least 10 days prior to the date that  definitive  copies of
this information are forwarded to stockholders.

     The  Company  is also  required  to file  annual  reports  on Form 10-K and
quarterly  reports on Form 10-Q with the Commission on a regular basis, and will
be required to disclose  certain  events in a timely  manner,  (e.g.  changes in
corporate  control;  acquisitions  or  dispositions  of a significant  amount of
assets  other than in the  ordinary  course of business;  and  bankruptcy)  in a
Current Report on Form 8-K.

     WE WILL BE SUBJECT TO THE REQUIREMENTS OF SECTION 404 OF THE SARBANES-OXLEY
ACT. IF WE ARE UNABLE TO TIMELY  COMPLY WITH SECTION 404 OR IF THE COSTS RELATED
TO COMPLIANCE ARE  SIGNIFICANT,  OUR  PROFITABILITY,  STOCK PRICE AND RESULTS OF
OPERATIONS AND FINANCIAL CONDITION COULD BE MATERIALLY ADVERSELY AFFECTED.

     The Company is required to comply with the provisions of Section 404 of the
Sarbanes-Oxley  Act of  2002,  which  requires  that we  document  and  test our
internal  controls  and  certify  that we are  responsible  for  maintaining  an
adequate  system of internal  control  procedures for the 2008 fiscal year. This
section also requires that our  independent  registered  public  accounting firm
opine on those internal controls and management's  assessment of those controls.
We are currently  evaluating our existing controls against the standards adopted
by the Committee of Sponsoring  Organizations of the Treadway Commission (COSO).
During the course of our ongoing  evaluation  and  integration  of the  internal
controls of our business,  we may identify areas requiring  improvement,  and we
may have to design enhanced  processes and controls to address issues identified
through this review (see Section 8A).

     We believe that the  out-of-pocket  costs,  the  diversion of  management's
attention from running the day-to-day  operations and operational changes caused
by the need to comply with the requirement of Section 404 of the  Sarbanes-Oxley
Act could be significant.  If the time and costs associated with such compliance
exceed  our  current  expectations,  our  results of  operations  and the future
fillings of our Company could be materially adversely affected.

     Aside from  required  compliance  with federal and state  securities  laws,
regulations and rules,  and federal,  state and local tax laws,  regulations and
rules,  the Company is not aware of any other  governmental  regulations  now in
existence  or that may  arise in the  future  that  would  have an effect on the
business of the Company.

DEPENDENCE ON KEY EMPLOYEES AND NEED FOR ADDITIONAL MANAGEMENT AND PERSONNEL

      The Company is heavily  dependent on the ability of our  President,  Glenn
Hall, who has contributed essential management  experience to our business.  The
Company  will be  dependent  upon Mr. Hall to recruit  good  management  for the
Company.

      In the event of future growth in administration,  marketing, manufacturing
and customer support  functions,  the Company may have to increase the depth and
experience of its management team by adding new members.  The Company's  success
will depend to a large degree upon the active  participation of its key officers
and employees,  as well as the continued service of its key management personnel
and its ability to identify,  hire, and retain additional  qualified  personnel.
There  can be no  assurance  that  the  Company  will be able  to  recruit  such
qualified personnel to enable it to conduct its proposed business successfully.

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INTELLECTUAL PROPERTY RIGHTS

     The Company  presently holds no intellectual  property rights.  The Company
intends  to seek  copyright  and  trademark  protection  of its trade  names and
products as necessary in the future.

EMPLOYEES

      As of March 30, 2009, we had one full time  employee,  Glenn Hall,  who is
our President and Chief  Executive  Officer.  We believe that our relations with
our employee are good. Our employee is not  represented by a union or covered by
a collective bargaining agreement.

CHANGE IN CONTROL

     On September 22, 2008, our sole shareholder,  Shareholder  Advocates,  LLC,
sold 10,000,000  shares of our common stock (or 100% of our  outstanding  common
stock) to Legend  and  Marx,  Inc.,  resulting  in a change  of  control  of our
Company.

REPORTS TO SECURITY HOLDERS

      The public may view and obtain copies of the Company's  reports,  as filed
with the Securities and Exchange Commission,  at the SEC's Public Reference Room
at 450 Fifth Street,  NW,  Washington,  D.C.  20549.  Information  on the Public
Reference Room is available by calling the SEC at 1-800-SEC-0330.  Additionally,
copies of the Company's reports are available and can be accessed and downloaded
via the internet on the SEC's internet site at http://www.sec.gov.

ITEM 2. PROPERTIES.

     The  Company  does not own any real  estate  and  does not  lease  any real
estate.

ITEM. 3 LEGAL PROCEEDINGS.

      The  Company is not the subject of any pending  legal  proceedings  to the
knowledge of  management,  nor is there any presently  contemplated  against the
Company by any federal,  state,  or local  government  agency.  Further,  to the
knowledge  of  management,  no director or  executive  officer is a party to any
action in which his interest is adverse to the Company.

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

     No matter was  submitted  to a vote of our  shareholders  during the fourth
quarter of the year ended December 31, 2008.

                              PART II

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

     As of the date of this Annual Report and since the Company's inception, the
Company's  Common  Stock has not been quoted or traded on any stock  exchange or
quotation bureau and no public market for our common stock has developed.

        If and when it  trades,  our  common  stock may be  considered  a "penny
stock." The  application  of the "penny  stock"  rules to our common stock could
limit the trading and liquidity of the common stock, adversely affect the market
price of our common  stock and  increase  your  transaction  costs to sell those
shares.  The Commission has adopted  regulations which generally define a "penny

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stock" to be any equity  security  that has a market  price (as defined) of less
than $5.00 per share or an exercise price of less than $5.00 per share,  subject
to certain exceptions.

     Shareholders  should be aware that,  according to SEC Release No.  34-29093
dated April 17,  1991,  the market for penny stocks has suffered in recent years
from  patterns  of fraud and abuse.  Such  patterns  include  (1) control of the
market for the security by one or a few broker-dealers that are often related to
the promoter or issuer; (2) manipulation of prices through prearranged  matching
of purchases and sales and false and misleading press releases;  (3) boiler room
practices   involving   high-pressure   sales  tactics  and  unrealistic   price
projections  by  inexperienced  sales  persons;  (4) excessive  and  undisclosed
bid-ask  differential  and  markups  by  selling  broker  dealers;  and  (5) the
wholesale dumping of the same securities by promoters and  broker-dealers  after
prices  have been  manipulated  to a desired  level,  along  with the  resulting
inevitable  collapse of those prices and with consequent  investor  losses.  The
occurrence of these  patterns or practices  could increase the volatility of our
share price.

     Our  management is aware of the abuses that have occurred  historically  in
the penny stock market.

HOLDERS

     As of March 30, 2009,  there was one shareholder of record of the Company's
Common Stock. We had no holders of our preferred stock on such date.

DIVIDENDS

     The Company has not declared any cash  dividends with respect to its common
stock or preferred stock during the last two fiscal years and does not intend to
declare dividends in the foreseeable future. There are no material  restrictions
limiting or that are likely to limit the  Company's  ability to pay dividends on
its outstanding securities.

RECENT ISSUANCE OF UNREGISTERED SECURITIES

     In  the  fourth  quarter  of our  2008  fiscal  year,  the  Company  issued
10,000,000  shares  of  our  common  stock  to  Shareholder  Advocates,  LLC  in
consideration of the payment by such shareholder of incorporation  fees,  annual
resident  agent fees and  developing  our business  concept and plan. The shares
were issued at fair value of such cash payments and services,  which happened to
par value of $.001 per share.

     The Company did not utilize or engage a principal underwriter in connection
with any of the above  securities  transactions.  Management  believes the above
shares of common stock were issued  pursuant to the exemption from  registration
under Section 4(2) of the Securities Act of 1933, as amended.

ITEM 6. SELECTED FINANCIAL DATA.

Not applicable.

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

CAUTIONARY FORWARD - LOOKING STATEMENT

     The following  discussion  should be read in conjunction with our financial
statements and related notes.

     Information  included or incorporated by reference in this Annual Report on
Form 10-K contains forward-looking  statements.  All forward-looking  statements
are  inherently  uncertain  as  they  are  based  on  current  expectations  and
assumptions  concerning  future  events or future  performance  of the  Company.
Readers  are  cautioned  not to place undue  reliance  on these  forward-looking
statements,  which are only  predictions  and speak only as of the date  hereof.
Forward-looking  statements usually contain the words "estimate,"  "anticipate,"
"believe," "expect," or similar  expressions,  and are subject to numerous known
and unknown risks and uncertainties.

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

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

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

     (i)  filing of Exchange Act reports, and

     (ii) costs relating to consummating an acquisition.

     We believe we will be able to meet these costs  through use of funds in our
treasury and additional amounts, as necessary, to be loaned to or invested in us
by our stockholders,  management or other investors.  The Company may consider a
business which has recently  commenced  operations,  is a developing  company in
need of additional funds for expansion into new products or markets,  is seeking
to develop a new product or service, or is an established  business which may be
experiencing  financial or operating  difficulties  and is in need of additional
capital. In the alternative,  a business combination may involve the acquisition
of, or  merger  with,  a  company  which  does not need  substantial  additional
capital,  but which desires to establish a public trading market for its shares,
while avoiding,  among other things, the time delays,  significant  expense, and
loss of voting control which may occur in a public offering.

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

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

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

                                       10
<PAGE>
OFF-BALANCE SHEET ARRANGEMENTS

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

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Not Applicable

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                                SCN HOLDINGS INC.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                                DECEMBER 31, 2008

                                TABLE OF CONTENTS

Report of Independent Registered Public Accounting Firm                       12

Balance Sheet as of December 31, 2008                                         13

Statement of Operations for the period of October 6, 2008 (inception)
to December 31, 2008                                                          14

Statement of Changes in Stockholders' Equity (Deficit) for the period
of October 6, 2008 (inception) to December 31, 2008                           15

Statement of Cash Flows for the period of October 6, 2008 (inception)
to December 31, 2008                                                          16

Notes to Financial Statements                                                 17

                                       11
<PAGE>
         REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
SCN Holdings, Inc.

We have  audited  the  accompanying  balance  sheet  of SCN  Holdings,  Inc.  (a
development stage company) as of December 31, 2008, and the related statement of
operations,  changes in stockholders'  equity  (deficit),  and cash flow for the
period from October 6, 2008  (inception) to December 31, 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 conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of SCN  Holdings,  Inc. as of
December 31, 2008, and the results of its operations,  changes in  stockholders'
equity  (deficit)  and cash flows for the period then ended 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 4 to the
financial statements, the Company has insufficient working capital, which raises
substantial doubt about its ability to continue as a going concern. Management's
plans  regarding  those  matters  also are  described  in Note 4. The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.


/s/ M&K CPAS, PLLC
-----------------------------------
www.mkacpas.com
Houston, Texas
March 30, 2009

                                       12
<PAGE>
                                SCN Holdings Inc.
                          (A Development Stage Company)
                                  Balance Sheet

                                                                      As of
                                                                   December 31,
                                                                       2008
                                                                     --------
                                     ASSETS

CURRENT ASSETS
  Cash                                                               $     --
                                                                     --------

Total current assets                                                       --
                                                                     --------

      TOTAL ASSETS                                                   $     --
                                                                     ========

                  LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES                                                  $     --
                                                                     --------

Total current liabilities                                                  --
                                                                     --------

      TOTAL LIABILITIES                                                    --
                                                                     --------

STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock, ($.001 par value, 10,000,000 shares
   authorized; none issued and outstanding)                                --
  Common stock ($.001 par value, 100,000,000 shares
   authorized; 10,000,000 shares issued and outstanding)               10,000
  Deficit accumulated during development stage                        (10,000)
                                                                     --------

Total Stockholders' equity (deficit)                                       --
                                                                     --------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)             $     --
                                                                     ========


                        See Notes to Financial Statements

                                       13
<PAGE>
                                SCN Holdings Inc.
                          (A Development Stage Company)
                             Statement of Operations

                                                               Cumulative from
                                                                  Inception
                                                            (October 6, 2008) to
                                                                 December 31,
                                                                    2008
                                                                 -----------
REVENUES
  Revenues                                                       $        --
                                                                 -----------

Total revenues                                                            --

GENERAL & ADMINISTRATIVE EXPENSES
  Organization and related expenses                                   10,000
                                                                 -----------

Total general & administrative expenses                               10,000
                                                                 -----------

Net loss                                                         $   (10,000)
                                                                 ===========

Basic loss per share                                             $     (0.00)
                                                                 ===========

Weighted average number of common shares outstanding              10,000,000
                                                                 ===========


                        See Notes to Financial Statements

                                       14
<PAGE>
                                SCN Holdings Inc.
                          (A Development Stage Company)
             Statement of Changes in Stockholders' Equity (Deficit)
              From Inception (October 6, 2008) to December 31, 2008

<TABLE>
<CAPTION>
                                                                               Deficit
                                                                             Accumulated
                                   Common                      Additional      During          Total
                                   Stock           Common       Paid-in      Development    Stockholders'
                                   Amount          Stock        Capital        Stage          Equity
                                   ------          -----        -------        -----          ------
<S>                              <C>             <C>           <C>           <C>             <C>
October 6, 2008 (inception)

Shares issued for services at
 $.001 per share                 10,000,000      $ 10,000      $     --      $      --       $  10,000

Net loss for the  period                 --            --            --        (10,000)        (10,000)
                                 ----------      --------      --------      ---------       ---------

Balance, October 8, 2008         10,000,000      $ 10,000      $     --      $ (10,000)      $      --
                                 ==========      ========      ========      =========       =========
</TABLE>


                        See Notes to Financial Statements

                                       15
<PAGE>
                                SCN Holdings Inc.
                          (A Development Stage Company)
                             Statement of Cash flows

                                                               Cumulative from
                                                                  Inception
                                                            (October 6, 2008) to
                                                                 December 31,
                                                                    2008
                                                                  --------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                               $(10,000)
  Adjustments to reconcile net loss to net
   cash (used) by operating activities
      Stock issued for services                                     10,000
                                                                  --------

Net cash used by operating activities                                   --

CASH FLOWS FROM INVESTING ACTIVITIES

Net cash provided by (used in) investing activities                     --
                                                                  --------

CASH FLOWS FROM FINANCING ACTIVITIES

Net cash provided by financing activities                               --
                                                                  --------

Net increase (decrease) in cash                                         --

Cash at beginning of period                                             --
                                                                  --------

Cash at end of period                                             $     --
                                                                  ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Interest paid                                                   $     --
                                                                  ========

  Income taxes paid                                               $     --
                                                                  ========


                        See Notes to Financial Statements

                                       16
<PAGE>
                                SCN Holdings Inc.
                          (A Development Stage Company)
                        Notes to the Financial Statements


NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

SCN Holdings Inc. (the "COMPANY") was  incorporated  under the laws of the State
of Nevada on October 6, 2008 and has been inactive since inception.  The Company
intends to serve as a vehicle to effect an asset acquisition,  merger,  exchange
of  capital  stock or other  business  combination  with a  domestic  or foreign
business.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION - DEVELOPMENT STAGE COMPANY

The  Company  has not  earned  any  revenue  from  operations  since  inception.
Accordingly,  the  Company's  activities  have been  accounted for as those of a
"DEVELOPMENT STAGE COMPANY" as set forth in Financial Accounting Standards Board
Statement No. 7 ( "SFAS 7" ). Among the disclosures required by SFAS 7, are that
the Company's financial statements be identified as those of a development stage
company,  and that the statements of operations,  stockholders'  equity and cash
flows disclose activity since the date of the Company's  inception.  The Company
has elected a fiscal year ending on December 31.

USE OF ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting  principles  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 revenues and
expenses  during  the  reporting  period.  In the  opinion  of  management,  all
adjustments  necessary in order to make the financial  statements not misleading
have been included. Actual results could differ from those estimates.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The FASB issued  SFAS No.  157,  "FAIR  VALUE  MEASUREMENTS"  ("SFAS  157") that
defines  fair  value,  establishes  a  framework  for  measuring  fair  value in
generally  accepted  accounting  principles and expands  disclosures  about fair
value  measurements.  This  Statement  reaffirms that fair value is the relevant
measurement  attribute.  The  adoption  of SFAS No.  157 did not have a material
effect on the Company's  consolidated  financial statements as reflected herein.
The  carrying  amounts of cash,  accounts  receivable,  accounts  payable,  loan
payable and convertible  debentures  reported on the balance sheet are estimated
by management to approximate  fair value  primarily due to the short term nature
of the instruments.

CASH EQUIVALENTS

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

INCOME TAXES

Income taxes are provided in accordance  with Statement of Financial  Accounting
standards  No. 109 (SFAS 109),  "Accounting  for Income  Taxes".  A deferred tax
asset or liability is recorded for all temporary  differences  between financial
and tax reporting and net operating  loss carry  forwards.  Deferred tax expense
(benefit) results from the net change during the year of deferred tax assets and
liabilities.  Deferred tax assets are reduced by a valuation  allowance when, in
the opinion of  management,  it is more likely than not that some portion of all
of the deferred tax assets will be realized. Deferred tax assets and liabilities
are  adjusted  for the  effects  of changes in tax laws and rates on the date of

                                       17
<PAGE>
enactment. There were no current or deferred income tax expenses or benefits due
to the Company not having any material  operations for period ended December 31,
2008.

BASIC EARNINGS (LOSS) PER SHARE

In  February  1997,  the FASB issued SFAS No.  128,"EARNINGS  PER SHARE",  which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for  entities  with  publicly  held common  stock.  SFAS No.128
supersedes the provisions of APB No. 15, and requires the  presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No.128 effective October 6, 2008 (inception).

Basic loss per common share has been calculated  based upon the weighted average
number of common shares  outstanding  during the period in  accordance  with the
Statement of Financial  Accounting  Standards Board Statement No. 128, "Earnings
per Share". Common stock equivalents are not used in the computation of loss per
share as their effect would be antidilutive.

IMPACT OF NEW ACCOUNTING STANDARDS

NEW ACCOUNTING STANDARDS NOT YET ADOPTED
In  December  2007,  the FASB  issued  SFAS No. 141  (Revised  2007),  "Business
Combinations - Revised  2007".  SFAS 141(R)  provides  guidance on improving the
relevance,  representational faithfulness, and comparability of information that
a  reporting  entity  provides  in  its  financial   reports  about  a  business
combination and its effects.  SFAS 141(R) applies to business combinations where
the acquisition  date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008. We do not expect the adoption of
SFAS No. 141(R) to have a material impact on our financial statements.

In December  2007,  the FASB issued SFAS No. 160,  "Noncontrolling  Interests in
Consolidated Financial Statements - an Amendment of Accounting Research Bulletin
No. 51" ("SFAS No. 160"), which establishes  accounting and reporting  standards
for ownership  interests in subsidiaries  held by parties other than the parent,
the  amount of  consolidated  net income  attributable  to the parent and to the
noncontrolling  interest,  changes  in a  parent's  ownership  interest  and the
valuation of retained  noncontrolling  equity  investments  when a subsidiary is
deconsolidated.  SFAS  No.  160 also  establishes  reporting  requirements  that
provide sufficient disclosures that clearly identify and distinguish between the
interests of the parent and the interests of the  non-controlling  owners.  SFAS
No. 160 is effective for fiscal years,  and interim  periods within those fiscal
years, beginning on or after December 15, 2008.

In March  2008,  the FASB issued SFAS No.  161,  "Disclosures  about  Derivative
Instruments  and Hedging  Activities",  an amendment  of SFAS No. 133.  SFAS 161
applies to all derivative  instruments and  non-derivative  instruments that are
designated and qualify as hedging  instruments  pursuant to paragraphs 37 and 42
of SFAS 133 and related  hedged  items  accounted  for under SFAS 133.  SFAS 161
requires entities to provide greater transparency through additional disclosures
about  how  and  why an  entity  uses  derivative  instruments,  how  derivative
instruments  and related  hedged items are  accounted for under SFAS 133 and its
related interpretations, and how derivative instruments and related hedged items
affect an entity's financial  position,  results of operations,  and cash flows.
SFAS 161 is effective as of the beginning of an entity's  first fiscal year that
begins after November 15, 2008. The Company does not expect the adoption of SFAS
161 will have a  material  impact  on its  financial  condition  or  results  of
operation.

In May 2008, the FASB issued SFAS No. 163,  "Accounting for Financial  Guarantee
Insurance  Contracts - an  interpretation  of FASB  Statement  No. 60." SFAS 163
requires that an insurance  enterprise  recognize a claim  liability prior to an
event  of  default   (insured   event)  when  there  is  evidence   that  credit
deterioration  has occurred in an insured financial  obligation.  This Statement
also  clarifies  how  Statement  60 applies  to  financial  guarantee  insurance
contracts,  including the  recognition and measurement to be used to account for
premium  revenue  and claim  liabilities.  Those  clarifications  will  increase
comparability in financial  reporting of financial guarantee insurance contracts
by insurance  enterprises.  This Statement  requires expanded  disclosures about
financial   guarantee  insurance   contracts.   The  accounting  and  disclosure
requirements  of the Statement will improve the quality of information  provided
to users of  financial  statements.  SFAS 163 will be  effective  for  financial

                                       18
<PAGE>
statements  issued for fiscal years  beginning  after  December  15,  2008.  The
Company does not expect the adoption of SFAS 163 will have a material  impact on
its financial condition or results of operation.

The  Company  does  not  expect  the  adoption  of  recently  issued  accounting
pronouncements  to  have a  significant  impact  on  the  Company's  results  of
operations, financial position, or cash flow.

NOTE 3. INCOME TAXES

At December 31, 2008, the Company had a federal  operating loss  carryforward of
$0,  which  begins to expire in 2028.  Components  of net  deferred  tax assets,
including a valuation allowance, are as follows at December 31, 2008:

                                                           2008
                                                         -------
              Deferred tax assets:
                Net operating loss carryforward          $    --
                Stock-based compensation                   3,500
                                                         -------
                                                           3,500

              Less: Valuation Allowance                   (3,500)
                                                         -------
                                                         $    --
                                                         =======

The  valuation  allowance  for  deferred  tax assets as of December 31, 2008 was
$3,500.  In  assessing  the  recovery of the  deferred  tax  assets,  management
considers  whether it is more  likely  than not that some  portion or all of the
deferred tax assets will not be realized.  The ultimate  realization of deferred
tax assets is dependent  upon the  generation  of future  taxable  income in the
periods in which  those  temporary  differences  become  deductible.  Management
considers the scheduled reversals of future deferred tax liabilities,  projected
future taxable income, and tax planning strategies in making this assessment. As
a result,  management  determined  it was more likely than not the  deferred tax
assets  would not be  realized  as of  October  8,  2008,  and  recorded  a full
valuation allowance.

Reconciliation  between the  statutory  rate and the  effective tax rate for the
period ended December 31,2008 is as follows:

                                                          2008
                                                         ------

              Federal statutory tax rate                  (35.0)%
              Change in valuation allowance                35.0%
                                                         ------

              Effective tax rate                            0.0%
                                                         ======

NOTE 4. GOING CONCERN

The Company's  financial  statements  are prepared using  accounting  principles
generally accepted in the United States of America applicable to a going concern
that  contemplates  the  realization of assets and liquidation of liabilities in
the normal  course of business.  The Company has not  established  any source of
revenue to cover its  operating  costs.  The Company will engage in very limited
activities  without  incurring  any  liabilities  that must be satisfied in cash
until  a  source  of  funding  is  secured.   The  Company  will  offer  noncash
consideration  and seek equity lines as a means of financing its operations.  If
the Company is unable to obtain revenue  producing  contracts or financing or if
the revenue or financing it does obtain is  insufficient  to cover any operating
losses it may incur, it may substantially curtail or terminate its operations or
seek other business  opportunities through strategic alliances,  acquisitions or
other arrangements that may dilute the interests of existing stockholders.

                                       19
<PAGE>
NOTE 5. SHAREHOLDER'S EQUITY

Upon formation,  the Board of Directors issued 10,000,000 shares of common stock
for $10,000 in services rendered by a consulting firm for funding organizational
start-up costs.

The  stockholders'  equity section of the Company contains the following classes
of capital stock as of December 31, 2008:

     *    Common  stock,  $0.001  par  value:   100,000,000  shares  authorized;
          10,000,000 shares issued and outstanding.

     *    Preferred stock, $0.001 par value: 10,000,000 shares authorized;  with
          zero (0) shares issued and outstanding.

                                       20
<PAGE>
ITEM 9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE.

     Not applicable.

ITEM 9A.  CONTROLS AND PROCEDURES.

(a) Evaluation of Disclosure Controls and Procedures

     We  carried  out  an  evaluation,   under  the  supervision  and  with  the
participation of our management,  including our principal  executive officer and
principal financial officer, of the effectiveness of our disclosure controls and
procedures  (as defined in Exchange Act Rules  13a-15(e) and  15d-15(e)).  Based
upon that evaluation,  our principal  executive officer and principal  financial
officer concluded that, as of the end of the period covered in this report,  our
disclosure controls and procedures were not effective to ensure that information
required to be disclosed in reports filed under the  Securities  Exchange Act of
1934 is recorded,  processed,  summarized and reported  within the required time
periods and is accumulated and  communicated  to our  management,  including our
principal  executive officer and principal  financial officer, as appropriate to
allow timely decisions regarding required disclosure.

     Our  management,  including our principal  executive  officer and principal
financial officer,  does not expect that our disclosure  controls and procedures
or our internal  controls will prevent all error or fraud. A control system,  no
matter how well  conceived  and  operated,  can  provide  only  reasonable,  not
absolute,  assurance that the objectives of the control system are met. Further,
the design of a control  system must  reflect  the fact that there are  resource
constraints  and the benefits of controls must be  considered  relative to their
costs. Due to the inherent  limitations in all control systems, no evaluation of
controls can provide absolute assurance that all control issues and instances of
fraud,  if any,  have been  detected.  To address the  material  weaknesses,  we
performed additional analysis and other post-closing  procedures in an effort to
ensure our consolidated financial statements included in this annual report have
been prepared in  accordance  with  generally  accepted  accounting  principles.
Accordingly,  management believes that the financial statements included in this
report fairly present in all material respects our financial condition,  results
of operations and cash flows for the periods presented.

(b) Management's Report on Internal Control Over Financial Reporting

     Our management is responsible for  establishing  and  maintaining  adequate
internal control over financial reporting as defined in Rule 13a-15(f) under the
Securities  Exchange Act, as amended.  Our management assessed the effectiveness
of our internal  control over  financial  reporting as of December 31, 2008.  In
making  this  assessment,  our  management  used the  criteria  set forth by the
Committee of Sponsoring  Organizations  of the Treadway  Commission  ("COSO") in
Internal Control-Integrated Framework. A material weakness is a deficiency, or a
combination of deficiencies,  in internal control over financial reporting, such
that  there is a  reasonable  possibility  that a material  misstatement  of the
company's  annual or  interim  financial  statements  will not be  prevented  or
detected  on  a  timely  basis.  We  have  identified  the  following   material
weaknesses.

     1.   As of December 31, 2008, we did not maintain  effective  controls over
          the control environment.  Specifically, as of December 31, 2008, we do
          not have a written  code of business  conduct and ethics that  governs
          the Company's employees, officers and directors. Further, the Board of
          Directors  does not  currently  have any  independent  members  and no
          director  qualifies as an audit committee  financial expert as defined
          in Item  407(d)(5)(ii)  of  Regulation  S-B.  Since these entity level
          programs have a pervasive effect across the  organization,  management
          has  determined  that  these   circumstances   constitute  a  material
          weakness.

     2.   As of December 31, 2008, we did not maintain  effective  controls over
          financial  statement  disclosure.   Specifically,  controls  were  not
          designed  and in place to ensure that all  disclosures  required  were
          originally  addressed  in  our  financial   statements.   Accordingly,
          management has determined that this control  deficiency  constitutes a
          material  weakness.  s of  December  31,  2008,  we did  not  maintain
          effective controls over financial reporting which resulted in the

                                       21
<PAGE>
     3.   Aestatement of several previous  financial  statements.  Specifically,
          controls were not designed and in place ro ensure that  majority-owned
          subsidiaries  and  complex   convertible   instruments  were  properly
          reflected in our tinancial  statements.  Accordingly,  management  has
          determined  that  this  control  deficiency   constitutes  a  faterial
          weakness. m

     Because of these  material  weaknesses,  management  has concluded that the
Company did not maintain effective internal control over financial  reporting as
of  December  31,  2008,   based  on  the  criteria   established  in  "Internal
Control-Integrated Framework" issued by the COSO.

(c) Changes in Internal Control over Financial Reporting

     No  change in the  Company's  internal  control  over  financial  reporting
occurred during the quarter ended December 31, 2008,  that materially  affected,
or is reasonably  likely to materially  affect,  the Company's  internal control
over financial reporting.

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

ITEM 9B. OTHER INFORMATION.

     Not applicable.

                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

     Our  executive  officers are elected by the board of directors and serve at
the  discretion  of the board.  Our current  director  will serve until the next
annual shareholders'  meeting or until their successor has been duly elected and
qualified.  The  following  table sets forth certain  information  regarding our
current director and executive officer:

IDENTITY OF DIRECTORS AND EXECUTIVE OFFICERS AS OF MARCH 31, 2009

  Name           Director Since     Age                Position
  ----           --------------     ---                --------

Glenn Hall      October 7, 2008     55       President, Chief Executive Officer,
                                             Chief Financial Officer, Secretary,
                                             Treasurer and Director

     Glenn Hall, age 55, has been the President,  Chief Executive Officer, Chief
Financial Officer,  Secretary and Director of the Company since its inception on
October 7, 2008.  For the past  three  years,  Mr.  Hall has  consulted  several
entrepreneurial   companies   in  respect  to  corporate   formation,   business
reorganization and business development.

DIRECTORSHIPS

     No  Director  of the  Company  or  person  nominated  or chosen to become a
Director holds any other  directorship in any company with a class of securities
registered pursuant to Section 12 of the 1934 Act or subject to the requirements
of Section  15(d) of such Act or any other  company  registered as an investment
company under the Investment Company Act of 1940.

SIGNIFICANT EMPLOYEES

     No other significant employees exist.

                                       22
<PAGE>
FAMILY RELATIONSHIPS

     There are no family relationships  between any officer,  director or person
who will be nominated to serve on our Board of Directors.

COMPENSATION OF DIRECTORS

     During 2008, we did not  compensate  our Directors for serving on our Board
of Directors.

     There are no arrangements or understandings between any of the directors or
executive  officers,  or any other person or person  pursuant to which they were
selected as directors and/or officers.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

     During the past five  years,  no  present  director,  executive  officer or
person nominated to become a director or an executive officer of the Company:

     1.   had a  petition  under  the  federal  bankruptcy  laws  or  any  state
          insolvency  law filed by or against,  or a receiver,  fiscal  agent or
          similar  officer  appointed by a court for the business or property of
          such person,  or any  partnership in which he was a general partner at
          or within two years before the time of such filing, or any corporation
          or business  association  of which he was an  executive  officer at or
          within two years before the time of such filing;

     2.   was  convicted  in a  criminal  proceeding  or  subject  to a  pending
          criminal  proceeding  (excluding  traffic  violations  and other minor
          offenses);

     3.   was  subject  to any  order,  judgment  or  decree,  not  subsequently
          reversed,   suspended   or   vacated,   of  any  court  of   competent
          jurisdiction,   permanently  or  temporarily  enjoining  him  from  or
          otherwise limiting his involvement in any of the following activities:

          (i)  Acting  as a futures  commission  merchant,  introducing  broker,
               commodity trading advisor, commodity pool operator, floor broker,
               leverage transaction merchant,  any other person regulated by the
               Commodity Futures Trading Commission,  or an associated person of
               any of the foregoing,  or as an investment adviser,  underwriter,
               broker or  dealer  in  securities,  or as an  affiliated  person,
               director or employee of any investment company, bank, savings and
               loan  association  or  insurance  company,   or  engaging  in  or
               continuing  any  conduct  or  practice  in  connection  with such
               activity;
          (ii) Engaging in any type of business practice; or
          (iii)Engaging in any activity in connection  with the purchase or sale
               of any security or commodity or in connection  with any violation
               of federal or state securities laws or federal  commodities laws;
               or

     4.   was the  subject of any order,  judgment or decree,  not  subsequently
          reversed,  suspended  or  vacated,  of an federal  or state  authority
          barring,  suspending  or otherwise  limiting for more than 60 days the
          right of such person to engage in any activity  described in paragraph
          (3) (i),  above,  or to be associated with persons engaged in any such
          activity; or

     5.   was found by a court of competent  jurisdiction  (in a civil  action),
          the  Securities  and  Exchange  Commission  or the  Commodity  Futures
          Trading  Commission to have violated a federal or state  securities or
          commodities  law, and for which the  judgment  has not been  reversed,
          suspended or vacated.

                                       23
<PAGE>
AUDIT COMMITTEE FINANCIAL EXPERT AND IDENTIFICATION OF AUDIT COMMITTEE

     Our board of directors acts as our audit committee.  No member of our board
of directors is an "audit committee  financial  expert," as that term is defined
in Item 401(e) of Regulation S-K  promulgated  under the Securities Act of 1933,
as amended.  Our board of directors  concluded that the benefits of retaining an
individual  who  qualifies as an "audit  committee  financial  expert"  would be
outweighed by the costs of retaining such a person.

SECTION 16 (a) BENEFICIAL OWNERSHIP COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive  officers,  directors and persons who own more than ten percent of the
Company's Common Stock, to file initial reports of beneficial  ownership on Form
3,  changes  in  beneficial  ownership  on  Form 4 and an  annual  statement  of
beneficial ownership on Form 5, with the SEC. Such executive officers, directors
and greater than ten percent  shareholders  are required by SEC rules to furnish
the Company with copies of all such forms that they have filed.

     Our President  and Director,  Glenn Hall is delinquent in filing his Form 3
that was due in October 2008. Our current  shareholder,  Legend and Marx, LLC is
delinquent in filing its Form 3 that was due in October 2008.

CODE OF ETHICS

     The Company has not adopted a Code of Ethics.

ITEM 11. EXECUTIVE COMPENSATION.

     The Company's  officer and director has not received any  compensation  for
services  rendered to the  Company.  No  compensation  has been  accrued for any
officer,  director or employee of the Company  since its inception on October 6,
2008.

EMPLOYMENT CONTRACTS

     None.

OTHER CONTRACTS

     None.

OPTION/SAR GRANTS TABLE

     There were no stock  options/SARS  granted under the Company's stock option
plans to executive officers and directors during fiscal 2008.

AGGREGATE OPTION/SAR EXERCISES AND FISCAL YEAR-END OPTION/SAR VALUE TABLE

     There were no exercises of stock  options/SAR by executive  officers during
fiscal 2008.

LONG-TERM INCENTIVE PLAN AWARDS

     There were no long-term  incentive  plan awards made in the last two fiscal
years.

REPRICING OPTIONS

     During the fiscal year ended December 31, 2008, the Company did not reprice
any stock options.

                                       24
<PAGE>
ITEM 12. SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS.

     To our  knowledge,  the following  table sets forth,  as of March 30, 2008,
information regarding the ownership of our common stock by:

     *    Persons who own more than 5% of our common stock

     *    each of our directors and each of our executive officers; and

     *    all directors and executive officers as a group.

(a) Security Ownership of Certain Beneficial Owners

                                                     Amount and
                                                     Nature of
   Name and Address             Title Of             Beneficial     Percent of
 of Beneficial Owner              Class                 Owner          Class
 -------------------              -----                 -----          -----

Legend and Marx LLC            Common Stock          10,000,000        100%
40 Matthews Street
Goshen, NY 10924

1. Glenn Hall is the beneficial owner of the shares held by Legend and Marx LLC.

(b) Security Ownership of Management

     No shares of our common  stock are  beneficially  held by any member of our
management or board of directors.

(c) We do not have any outstanding stock options or warrants.

     There  are  no  arrangements  or  understandings  among  the  entities  and
individuals  referenced above or their respective associates concerning election
of directors or other any other matters which may require shareholder approval.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
         INDEPENDENCE.

     During 2008, the Company had no formal or standard compensation arrangement
with members of its Board of  Directors.  During 2008 and as of the date of this
annual report, the Company's director, Glenn Hall, was and is not an independent
director. There were no related party transactions during 2008.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

INDEPENDENT PUBLIC ACCOUNTANTS

        The  Company  has  signed  an  engagement  of M&K  CPAS to  serve as the
independent  accounting firm  responsible for auditing our financial  statements
for the fiscal year ended December 31, 2008.

     (1) Audit  Fees.  During  the fiscal  year ended  December  31,  2008,  the
aggregate fees billed by the Company's  auditors,  for services rendered for the
audit  of our  annual  financial  statements  and the  review  of the  financial
statements  included  in our  quarterly  reports  on Form 10-Q and for  services
provided in connection with the statutory and regulatory  filings or engagements
for 2008, was $2,000.

                                       25
<PAGE>
     (2)  Audit-Related  Fees.  During fiscal year ended  December 31, 2008, our
auditors did not receive any fees for any  audit-related  services other than as
set forth in paragraph (1) above.

     (3) Tax Fees. Our auditors did not provide tax compliance,  tax advice,  or
tax planning advice during the fiscal year ended December 31, 2008.

     (4) All Other Fees. None.

     (5) Audit Committee's Pre-Approval Policies and Procedures.

     Effective May 6, 2003, the Securities and Exchange Commission adopted rules
that require that before  Principal  Accountants are engaged by us to render any
auditing or permitted  non-audit related service,  the engagement be:

     *    approved by our audit committee (which consists of our entire board of
          directors); or

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

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

     The board of directors has  considered the nature and amount of fees billed
by our  principal  accountants  and believes  that the provision of services for
activities  unrelated to the audit is compatible with  maintaining our principal
accountants' independence.

     During the 2008 fiscal year,  the Company used the  following  pre-approval
procedures related to the selection of our independent auditors and the services
they provide: unanimous consent of all directors via a board resolution.

                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(1) Financial Statements

     Financial  statements  for  SCN  Holdings,  Inc.  listed  in the  Index  to
     Financial  Statements and Supplementary  Data on page F-1 are filed as part
     of this Annual Report.

(2) Financial Statement Schedule

     Financial Statement Schedule for SCN Holdings,  Inc. listed in the Index to
     financial  Statements and Supplementary  Data on page F-1 are filed as part
     of this Annual Report.

(3) See the "Index to Exhibits" set forth below.

     (b) See Exhibit Index below for exhibits required by Item 601 of Regulation
     S-K

                                       26
<PAGE>
                                  EXHIBIT INDEX

     List of Exhibits attached or incorporated by reference pursuant to Item 601
of Regulation S-B.

Exhibit                                 Description
-------                                 -----------

3 (i) (1)*    Articles of Incorporation filed with the Secretary of State of
              Nevada  on  October  6,  2008   (Exhibit  3.1  to  the   Company's
              Registration Statement on Form 10 filed with the
              Commission on October 22, 2008).

3(ii)*        By-laws  of the  Company  (Exhibit  3.2  to  the  Company's
              Registration  Statement  on Form 10 filed with the  Commission  on
              October 22, 2008).

21**          Subsidiaries of the Company

31.1**        Certification  of Principal  Executive  Officer Pursuant to 18
              U.S.C. Section 1350

31.2**        Certification of Principal Financial Officer Pursuant to 18 U.S.C.
              Section 1350

32.1**        906 Certification of Principal Executive Officer

32.2**        906 Certification of Principal Financial Officer

----------
*  Exhibits incorporated herein by reference. Previously filed.
** Filed herewith

                                   SIGNATURES

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

                                      SCN Holdings, Inc.


Dated: March 31, 2009                      /s/ Glenn Hall
                                           -------------------------------------
                                      By:  Glenn Hall
                                      Its: President and Chief Executive Officer

         In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following  persons on behalf of the  Registrant  and in
the capacities and on the dates indicated.


Dated: March 31, 2009                      /s/  Glenn Hall
                                           -------------------------------------
                                      By:   Glenn Hall
                                      Its:  President, Chief Executive Officer,
                                            Chief Financial Officer, Secretary,
                                            Treasurer and Director
                                            (Principal Executive Officer)

                                       27