UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 
 
 (Mark
One)
 
 x
                ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year ended March 31,
2009
 Or
 
 o
                TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period from ____________ to
  ______________
 
 Commission
file number 001-34203
 
 Conforce
      International, Inc.(Exact
      name of registrant as specified in its
charter)
 
 Delaware
              
              68-6077093(State
      or other jurisdiction of
                incorporation
      or organization)
              
              (I.R.S.
      Employer
                Identification
      No.)
 
 51A
Caldari Road
 2nd
Floor
 Concord,
Ontario L4K 4G3
 Canada
 (Address
of principal executive offices) (Zip Code)
  (416)
234-0266
 (Registrant’s
telephone number, including area code)
  Securities
registered under Section 12(b) of the Act: None
  Securities
registered under Section 12(g) of the Act:
  Title
      of each class
                to
      be so registered
              
              Name
      of each exchange on which
                each
      class is to be registeredCommon
      stock, par value $0.0001
              
              Over-the-Counter/Pink
      Sheets
 
  Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
 Yeso Noþ
 
 Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.
 Yeso Noþ
 
 Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.    Yesþ  Noo
 
 Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) 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.o
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
 
 Large
      accelerated filero
              Accelerated
      filer                   oNon-accelerated
      filer  o
                (Do
      not check if smaller reporting company)
              Smaller
      reporting companyþ
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yeso Noþ
 
 As of
March 31, 2009, there were 120,001,000 shares of our common stock issued and
outstanding.
 
 DOCUMENTS
INCORPORATED BY REFERENCE
 None.
 -1-
  
 TABLE OF
CONTENTS
 
 ITEM
      1.  BUSINESS.
              3ITEM 1B. UNRESOLVED STAFF
      COMMENTS.
              9ITEM
      2.  PROPERTIES.
              9ITEM 3.   LEGAL
      PROCEEDINGS.
              9ITEM 4.  SUBMISSION OF
      MATTERS TO A VOTE OF SECURITY HOLDERS.
              9ITEM 5.  MARKET FOR
      REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES.
              10ITEM 6.  SELECTED
      FINANCIAL DATA
              10ITEM 7.  MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS.
              10ITEM 7A.  QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK.
              14ITEM 8.  FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA.
              23ITEM 9.  CHANGES IN AND
      DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE
              14ITEM 9A.  CONTROLS AND
      PROCEDURES.
              14ITEM 9A(T).  CONTROLS AND
      PROCEDURES.
              14ITEM 9B.  OTHER
      INFORMATION.
              14ITEM 10.  DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE
    GOVERNANCE.
              15ITEM 11.  EXECUTIVE
      COMPENSATION.
              16ITEM 12.  SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS.
              16ITEM 13.  CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
      INDEPENDENCE.
              17ITEM 14.  PRINCIPAL
      ACCOUNTING FEES AND SERVICES.
              17ITEM 15.  EXHIBITS,
      FINANCIAL STATEMENT SCHEDULES.
              18
 
  -2-
 PART
I
  ITEM
1.BUSINESS.
 
 BUSINESS
DEVELOPMENT
 
 Conforce
International, Inc. is a Delaware corporation headquartered in Concord, Ontario,
Canada.  Unless otherwise noted, references in this registration statement
to “Conforce International, Inc.,” “Conforce,” “CFRI,” the “Company,” “we,”
“our” or “us” means Conforce International, Inc.  Our principal place
of business is located at 51A Caldari Road, 2nd Floor, Concord, Ontario L4K
4G3 Canada. Our telephone number is (416) 234-0266.
 
 Management
of Conforce has been in the shipping container business repairing, selling
or storing containers for over 25 years.  The Company operates a Container
Terminal through Conforce 1 Container Terminals, Inc. (“Conforce 1”). Conforce 1
provides complete handling and storage of marine shipping containers to its
client base of International shipping lines.  The container depot has
a capacity of over 5,000 containers.  Its fully integrated software
system allows shipping line customers on-line access 24/7 to create bookings,
view container inventory and status, and to print standard and customizable
reports. Full service features include empty and loaded container lift on-off
services, short and long term storage for empty and loaded containers, on-site
container-reefer vendors for container repair services, 460V plugs for
continued container temperature control while stationed at the terminal, on-site
fuelling and steam cleaning, and container modifications to client
specifications. The Container Terminal is the Company’s primary source of
revenue. The Company generates revenues as a result of charges assessed to
shipping lines for the lifting and handling of their empty containers while
stored at the Container Terminal until their next use. The Container Terminal
also charges for related services such as the abovementioned fueling and power
stations for temperature controlled containers.
 
 In
addition to the business of the container terminal as described above, the
Company has been engaged in the research and development of a polymer based
composite shipping container flooring product, EKO-FLOR.
  EKO-FLOR
xcs, the first version of the product, was officially introduced to the
container industry on December 5, 2006 at the 31st annual Intermodal Conference
in Hamburg, Germany, the world’s leading shipping container event. Based on
the initial reception to the composite, the Company learned that the industry
was interested in a composite alternative, however, the product needed to weigh
less than the current wood standard. Based on this feedback, Conforce continued
to refine its product and as a result, it was able to introduce a lighter, less
expensive version, EKO-FLOR cs-2, in December 2007 at the Intermodal Show in
Amsterdam, Netherlands. Based on industry feedback related to the surface
coating, the Company continued to develop the product until it was able to
officially launch EKO-FLOR cs-4 in December 2008. Conforce introduced its latest
light-weight version to customers during a series of meetings held in
Hamburg, Germany, the location of the 2008 Intermodal Conference. These
meetings in December 2008, which were held in a designated boardroom
at the Hamburg Renaissance, were scheduled with shipping lines and
lessors who ranked in the top ten, in terms of volume purchases of new
build containers in their respective business segments. Of the potential
customers in attendance, only one had previously conducted dry-land testing of
the EKO-FLOR product at a production facility in China. Such testing was
conducted using internal methods consistent with random tests conducted on new
build containers equipped with wood floors. The companies in attendance were
solicited based on their on-going interest in the product and their willingness
during 2007 and 2008 to provide feedback to Conforce so that the
Company could make improvements to the product in the areas of weight
and surface coatings. During and following the meetings, orders
were placed for ocean-going trials of EKO-FLOR cs-4. (The difference in the
product versions described above has been more fully explained in the Principal
Products section of this document).
 
 As a
result, EKO-FLOR cs-4 will be evaluated through ocean-going tests conducted
by shipping lines and container lessors.  The Company expects that
approximately six hundred (600) EKO-FLOR cs-4 equipped containers will be in
circulation on or about August - October 2009 for final testing. The
Company originally expected to have its product in circulation for testing
between May and July 2009; however, final preparation as it relates to
production equipment, personnel and processes have caused the trial date to be
delayed as stated above. At this time, the Company does not expect any further
delays.
  The
Company has also developed EKO-FLOR ms-1, a composite panel designed
specifically for use as shelving in United States Military special application
marine containers. Consistent with a Letter of Intent received by Conforce in
May 2008 from its military sub-contractor, Sea Box Inc., the first order from
Sea Box for ms-1was received in December of 2008. The order consisted of racking
for special application containers and will generate revenues in excess of 1
million USD over 12 months until January 2010. Shipments of ms-1 commenced in
January 2009.
 -3-
  In order
to help ensure the successful commercialization of EKO-FLOR, particularly, cs-4,
on February 2, 2009, the Company signed a definitive agreement with Bayer
MaterialScience LLC (“Bayer”) establishing a strategic partnership between
Conforce and Bayer. Bayer is one of the world’s leading polymer companies and is
a division of Bayer AG, a recognized leader in health care, nutrition and
advanced materials. For Conforce, the agreement provides key support in the
areas of advanced material and design analysis, efficient production practices,
technical expertise and know-how, and a global material supply chain consistent
with the projected requirements of EKO-FLOR.  The goal of the
Partnership is the successful commercialization of EKO-FLOR through the use of
advanced design and material analysis, efficient production practices through
on-going training and support, and the logistical development of a material
supply chain.  Conforce will produce or have produced on its behalf
EKO-FLOR profiles using Bayer Products (polyurethanes, polyurethane coatings and
polyurethane pultrusions).  Bayer will receive samples of EKO-FLOR
produced by or on behalf of Conforce using Bayer Products for testing,
evaluation, determining and making any modifications to Bayer Products which
Bayer believes may improve the physical properties, appearance or processing of
EKO-FLOR.  Conforce and Bayer will, at a later date to be mutually
agreed upon, enter into, execute and deliver definitive operational
agreements.  The term of this Agreement will be for a period of one
(1) year from the date first written above. This Agreement may be extended or
terminated by mutual agreement of the parties.
 
 The
results from operations of the terminal are as follows:
 
 For the
12 month period April 1, 2008 to March 31, 2009, the Company had revenues of $
1,998,181 with an income of $651,043.
 
 PRINCIPAL
PRODUCTS
 
 Conforce
is comprised of two separate and distinct operating divisions:
  1.        Conforce
1 Container Terminals, Inc. (“Conforce 1”) is a full-service container terminal
providing storage and handling for ocean-going containers.
 
 Conforce
1 provides complete handling and storage of Marine shipping containers to its
client base of International shipping lines.  The container depot has
a capacity of over 5,000 containers.  Its fully integrated software
system allows customers on-line access 24/7 to create bookings, view container
inventory and status and to print a number of standard and customizable
reports.
 
 The full
service features offered include, empty and loaded container lift on-off
services, container repairs through TRC, short and long term storage for empty
and loaded containers, EDI capability, on-site container-reefer vendors
for  container repair services, 460V plugs for continued container
temperature control while stationed at the terminal, on-site fueling and steam
cleaning services and container modifications to client
specifications.
  2.        Conforce
Container Corporation is dedicated to the production, development and
commercialization of the new ISO1496 certified container flooring system,
EKO-FLOR.
 
 EKO-FLOR
is a composite flooring system designed to replace plywood flooring in
shipping containers.
 
 EKO-FLOR
xcs was the first version of the product developed. It was similar in weight to
apitong plywood at 304 kgs per 20 foot container.
 
 EKO-FLOR
cs-2 was designed for use in general cargo applications. The product weighed
270kg per 20 ft. container.
 -4-
 
 EKO-FLOR
cs-4 was designed throughout 2008 as a result of evaluations and suggestions by
container industry participants. The product contains a new anti-slip top coat
surface jointly developed by Conforce and Bayer MaterialScience AG. The product
meets specified requirements in terms of the weight and forces exerted on the
product before failure occurs (“load bearing” or “load bearing
properties”). The product was tested by the American Bureau of Shipping using
standardized testing procedures for shipping containers. The primary test
involved exerting pressure on the floor by rolling a test cart with a weight of
7,260kgs on two 7” wide solid rubber tires. The second major test involved
lifting the container 6 - 12” off the ground while carrying 60,960kgs of cargo
(two times its maximum capacity of 30,480kgs per twenty foot
container).  EKO-FLOR cs-4 will replace xcs and cs-2 and is
the version of the product that will be tested by customers in ocean-going
trials.   The EKO-FLOR cs-4 panels are currently being produced at
Conforce’s own development center in Concord, Ontario.
  EKO-FLOR
ms-1 has been developed as a load bearing shelving system for use in special
application United States military containers.
  The
Company is currently having the ms-1 panels produced at a sub-contracted
facility in Quebec, Canada.
  Please
refer to the Growth Strategies section for discussion of anticipated
revenues.
 
 -5-
  PRINCIPAL COMPETITIVE STRENGTHS
  Container
Terminal Division
 
 Although
the terminal offers full service features as described in Item 1 above, such
features are offered by most terminals and are not considered a unique
competitive strength. The Company was able to enter the terminal business based
on its existing relationships with shipping lines through management’s business
dealings while formerly employed by TRC. Therefore, its main competitive
strength remains relationship driven as well as its focus on customer
service.
 
 PRINCIPAL
CHALLENGES
 
 EKO-FLOR
Division
  The
principal challenge faced by EKO-FLOR is that the buyers must pay an upfront
premium. This hurdle was significant when the product was first introduced to
the industry in 2006; however, the product price has since decreased while
awareness of the competitive strengths of the product has
increased.  The premium, which the Company believes will be offset
within 36 months, represents an increase of approximately 15% to the total price
of a 20 foot equivalent container. As a result, product for ocean-going trials
has been ordered.
 
 Container
Terminal Division
 
 The
principal challenges related to the terminal business are customer retention in
a competitive environment and decreasing container traffic as a result of the
global economic downturn which has adversely affected storage and transportation
services required by international shipping lines. The Company is currently
estimating that revenues in the terminal operations division will decrease by
approximately 30% in 2009.
 
 GROWTH
STRATEGIES
  While
Conforce has a well established core business with regard to its container
storage terminal, it does not contemplate much, if any, growth in terminal
revenues.  However, the Company’s EKO-FLOR container flooring system,
which is in the development stage, continues to exhibit significant growth
potential, e.g. ocean-going trials planned by international shipping
lines.  The Company’s success depends to a significant extent on the
performance of a number of senior management personnel and other key employees,
including production and research and development personnel.  The
success of Conforce continues to depend to a significant extent on its ability
to identify, attract, hire, train and retain qualified professional, technical,
production and managerial personnel.
  In May of
2008 Conforce received a Letter of Intent (LOI) from a U.S. based Military
contractor, Sea Box, Inc., for the purchase of the Company’s newly
developed composite product, EKO-FLOR ms-1, designed exclusively for use as load
bearing shelving in special application United States Military shipping
containers.  The LOI contemplates a renewable multi-year contract
whereby Conforce will provide product for a minimum of 10,000 special
application containers. In December 2008, the company received its first order
(firm commitment) in connection with the LOI for EKO-FLOR ms-1 from its US
military contractor, Sea Box, Inc. to provide the product for over 5,000
special application military containers, generating revenues in excess of 1
million USD. The Company is currently having the ms-1 panels produced at a
sub-contracted facility in Quebec, Canada.
  The
Company has received firm trial orders for approximately 600 twenty foot
equivalent units, with a value of approximately 350,000 USD, for its EKO-FLOR
cs-4 composite container flooring system from various shipping lines and leasing
companies.  Receipt of such 350,000 USD is merely for the conducting of the
ocean-going trial (use of EKO-FLOR in the trial) by a shipping line or leasing
company.  Depending upon the results of such trial, should such
shipping line and/or leasing company decide to place a firm commitment/purchase
order with Conforce, further revenues will be generated by Conforce as agreed to
in such firm commitment/purchase order.  The amount of such revenues
is unknown by Conforce until receipt of such firm commitment/purchase
order.  The EKO-FLOR cs-4 panels are currently being produced at
Conforce’s own development center in Concord, Ontario.  Currently,
shipping lines will purchase approximately 60 – 65% of their fleets annually
while the balance will be leased. Therefore, leasing companies represent on
average approximately 40% of the annual purchases of new build containers. The
trials will consist of placing EKO-FLOR equipped containers loaded with various
types of cargo, to be determined at the discretion of the shipping lines, and to
have such loaded containers placed on ocean-going vessels to be transported on
routes also to be determined at the sole discretion of the shipping lines. The
success of the trials is adjudged not only by the securing of purchase orders
but also by what is gained or learned from the feedback provided by the shipping
lines.
 -6-
 
 The
Company intends to enter the North American highway trailer market with a
similar flooring product. The North American trailer product, EKO-FLOR xts, is
in the final development stage and the Company expects to be able to produce a
die specific for the trailer product by November 2009.  Prior to
funding the remaining cost of development and dies, the Company will supply
existing cs-4 panels to trailer manufacturers for industry certification and
road trials by September 2009. By using its company owned production facility in
Canada the initial estimated cost of entry into the North American highway
trailer market is approximately $300,000. Should the outcome of EKO-FLOR trials
be successful, the Company’s production and development centre in Concord,
Ontario will be unable to satisfy the potential demands of the trailer industry
and therefore, the Company is considering the establishment of a manufacturing
facility in or around Indiana, which is considered the central location for the
manufacture of highway trailers for the North American market. The total cost to
establish such a facility is currently estimated to be 4.75 – 5.50 million
USD.
  The
Company intends to develop flooring for the Cruise Line industry and has had
preliminary discussions with Carnival Cruise Lines. The Company expects to
produce a prototype panel for use as a replacement to teak wood currently used
on cruise ships. The Company does not expect to provide product if at
all, to Carnival until March of 2011. Total cost of entry into the decking
market for cruise lines is unknown at this time, however, the Company intends to
use net proceeds from the sale of EKO-FLOR cs-4 and ms-1 for the development of
the product.
  The
Company plans to develop and commercialize a residential flooring application
that will further contribute to the development of the EKO-FLOR brand and will
enable the Company to capitalize on the significant “do-it-yourself” home and
cottage renovation market. The product will be designed for use on docks as
a replacement for wooden docks suffering deterioration due to continued exposure
to water, sunlight and general weather elements. EKO-FLOR decking would have
similar properties as those found in EKO-FLOR cs-4 and ms-1 but would not
require the same load bearing strength characteristics. The Company has not
developed a sales channel for this product as of yet, however, the Company’s V.P
of Product Development is also the technical chairperson for the National
Composites Council of Canada. The Company intends to rely on his expertise and
contact base as it relates to the development and commercialization of the
outdoor decking product. Prototypes of the product are scheduled for the second
quarter of 2010. Total cost of entry is estimated to be approximately 200,000.
Net proceeds from the sale of EKO-FLOR cs-4 and ms-1 will be applied to the
development of the product.
 
 DISTRIBUTION
METHODS
 
 The
Company intends to sell its products directly to International shipping lines
for use in newly manufactured containers through, either its internal sales
staff, broker/selling agents (of which it has 2 in Europe), and military
contractors (of which it has one in the USA, Sea Box). As of January 2009, the
Company began shipments of EKO-FLOR ms-1 to its aforementioned military
sub-contractor.
  INDUSTRY
OVERVIEW
 
 According
to Containerisation International Magazine, there were 3.9 million new
containers manufactured in 2007.
  Containers
are currently equipped with floors made from tropical hardwoods, the most common
being Apitong. The container industry is aggressively seeking a viable
alternative to hardwood2  .
 
 Regarding
the current state of the shipping container industry as a result of the recent
global economic downturn, it is important to note that new build volume in 2008
was projected to be 3.85 million 20 foot equivalent containers as of third
quarter 2008; however, due to a slowdown in the fourth quarter, actual 2008
annual production was approximately 2.75 million twenty foot equivalent
containers. Volume for the production of new containers is projected to be down
significantly in 2009 and is currently projected to be approximately 1 million
twenty foot equivalent containers3. It is expected that shipping lines will be forced to reduce current
container inventory levels and draw from existing containers in their fleets
until demand begins to stabilize.
 
 Shipping
rates are also expected to decrease, which could put additional pressure on
shipping lines as revenues and earnings decrease. According to Drewry Supply
Chain Advisors division director Philip Damas, “Demand is no longer sufficient
to absorb new vessel capacity. As a result of anemic growth and
over-capacity, container freight rates have fallen on several key routes, with
the notable exception of the transpacific, where carriers have withdrawn
substantial capacity. Shippers should expect container rates to decline by about
15 percent during the current down-cycle, although any reductions will also
depend on the level of fuel surcharges4.”
 
 According
to a report published on December 8, 2008 by Deutsche Bank Research 5, the long-term prospects for
container shipping are favourable. The report states that “Despite the current
economic slowdown, container shipping is expected to continue to be a growth
sector (+7 to 8% p.a. until 2015).” The report states that while it expects
significant problems for shipping companies in the short-term as a result of
over-capacities and declining freight and charter rates, the medium and
long-term prospects remain intact. The report concludes although “the crisis is
severe, there is no reason [for the industry] to panic.”
 -7-
  1 Source: Containerisation
International Magazine, February 2008. Available to subscribers
only.
 2Source: World Cargo News
article entitled “Floors: the Container’s Achilles Heel,” – January 2007
edition.
 3 Source: Containerisation
International Magazine, March 2009. Available to subscribers only.
 4 Available to the public for a
nominal fee; however, excerpts are available online at no charge.
 5Available to the public
at no charge.
 
 PRODUCT
DEVELOPMENT
  The
Company has developed a composite container flooring product as an
alternative to the wood flooring currently used in the majority of containers in
circulation. The Company has received trial orders of the EKO-FLOR cs-4 totaling
approximately 600 - 20ft equivalent containers. The Company expects that
ocean-going trials will be completed during calendar third quarter
2009.
  The
Company has developed EKO-FLOR ms-1, a composite shelving
system designed for use in special application military containers.
The Company recently received an order from its US military contractor to equip
over 5,000 special application US military containers with EKO-FLOR ms-1. The
first order will generate annual revenues for Conforce in excess of 1 million
USD.
  COMPETITION
  In terms
of competition for the Conforce 1 Terminal Division, the Company has identified
three similar container depots within a 50 km radius to the Conforce facility.
Each of these depots provide similar services as does Conforce, each competes
for the business of the international shipping lines.  The first
competitor is ACS (Alrange Container Services) which has 2 smaller locations,
one in Toronto, Ontario and another in Mississauga, Ontario (both depots are
approximately 15 km. from the Conforce 1 depot) that when combined have a
slightly larger total capacity than Conforce.  The second competitor
is Musket Transport whose main depot is located in Mississauga, Ontario,
approximately 2 km. from the Conforce 1 depot and their container capacity is
comparable to Conforce’s, but Musket Transport also has other locations, which
house trailers and reefers (the capacity of those locations is
unknown).  The third competitor is P&W Transport whose depot is
located in Oakville, Ontario, approximately 5 km. from the Conforce 1 depot and
its capacity is slightly smaller than Conforce’s.
 
 In terms
of competition for the EKO-FLOR Division, the Company is competing for a share
of the container flooring market that is currently dominated by the use of
tropical hardwood. The Company is unaware of any other hardwood, except tropical
hardwood, on the market that meets the strength requirements of ocean-going
containers and the customers we are targeting are international shipping lines
utilizing ocean-going containers.
  Singamas,
a container manufacturer, has developed a variation of a composite floor that
they are currently testing although the base composition is currently unknown to
Conforce.
 
 BASF has
developed a prototype polymer/bamboo mix composite flooring product; however,
the Company is unaware of any industry trials currently in place or
scheduled.
 
 Havco
produces a composite coated wood product for the highway trailer industry. The
coating is approximately 1mm thick while the remainder of the panel,
approximately 27mm, is wood. This differs from EKO-FLOR panels for both
containers and highway trailers as the EKO-FLOR composite flooring system is
100% wood-free.
  PATENTS,
TRADEMARKS, LICENSES, FRANCHISES, ROYALTY AGREEMENTS
 
 Patents
 As it
relates to EKO-FLOR composite panels for containers and highway trailers, the
Company’s trademark agent, Blakes Cassels & Graydon of Toronto, Ontario, has
filed a provisional patent with the United States Patent and Trademark Office.
The Company is currently preparing similar patent applications for
filing, in Canada, China, Germany and Denmark.
 -8-
  Trademarks
 The
Company’s trademark agent has submitted EKO-FLOR trademark applications in
the USA, Canada, China and with the European member states.
 
 EMPLOYEES
 
 Conforce
employs 12 fulltime employees.  Four employees are primarily dedicated
to the EKO-FLOR division, while eight employees work primarily within the
container terminal division.
  REGULATORY
MANDATES
 
 No
industry specific governmental approvals are needed for the operation of the
Company’s businesses.
 
 REPORTS
TO SECURITY HOLDERS
 
 The
Company will make available free of charge any of its filings as soon as
reasonably practicable after it has electronically filed these materials with,
or otherwise furnished them to, the Securities and Exchange Commission
(“SEC”).  The Company is not including information contained on its
website as part of, or incorporating it by reference into, this Form
10.
  The
public may read and copy any materials the Company files with the SEC at the
SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549.
The public may obtain information on the operation of the Public Reference
Room by calling the SEC at 1-800-SEC-0030. The SEC maintains an Internet
site (http://www.sec.gov) that contains reports, proxies and information
statements and other information regarding issuers that file electronically with
the SEC.
 
 ITEM
1B.  UNRESOLVED STAFF COMMENTS.
 
 Not
applicable as Conforce is a smaller reporting company.
 
 ITEM
2.  PROPERTIES.
 
 The
Company’s headquarters are located at 51A Caldari Road, 2nd Floor, Concord,
Ontario L4K 4G3, Canada.  The annual lease cost of these premises
is $51,017. The Company has a container terminal located at 584 Hazelhurst Road,
Mississauga, Ontario, Canada. The annual lease cost of these premises is
$195,300. The Company has a 13,400 sq.ft production and development centre
located at 111 Romina Drive in Concord, Ontario. The annual lease cost of these
premises is $159,600.
 
 ITEM
3.  LEGAL PROCEEDINGS.
 
 The
Company is not a party to any litigation and, to its knowledge, no action, suit
or proceeding has been threatened against the Company. There are no material
proceedings to which any director, officer or affiliate of the Company or
security holder is a party adverse to the Company or has a material interest
adverse to the Company.
 
 ITEM
4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
  None.
 
 -9-
 PART
II
  ITEM
5.  MARKET FOR REGISTRANTS’ COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES.
 
 Conforce
is a publicly traded company on the Pink Sheets under the trading symbol
“CFRI.”  The Company intends to apply for listing on the OTC Bulletin
Board at such time as it’s Forms 10 and 211 have been approved by the
appropriate regulatory agencies; however, there is no guarantee that the
Company’s application for listing will be accepted.
 
 The
Company’s common stock has traded on the Pink Sheets of the National Quotation
Bureau under the symbol CFRI since September 15, 2005. The following table sets
forth the high and low sale prices for the Company’s common stock for the
periods indicated. The prices below reflect inter-dealer quotations, without
retail mark-up, mark-down or commissions and may not represent actual
transactions.
 
 Quarter
      ended
              
              Low
      price
              
              
              High
      priceMarch
      31, 2009
              
              $
              0.13
              
              
              $
              0.13
 
 HOLDERS
OF RECORD
 
 The
Company has 34 registered shareholders of record.
 
 DIVIDEND
POLICY
  The
Company has never declared or paid any cash dividends on its common stock and it
does not anticipate paying any cash dividends in the foreseeable
future.  The Company currently intends to retain future earnings, if
any, to finance operations and the expansion of its business.  Any
future determination to pay cash dividends will be at the discretion of the
Board of Directors and will be based upon the Company’s financial condition,
operating results, capital requirements, plans for expansion, restrictions
imposed by any financing arrangements and any other factors that the Board of
Directors deems relevant.
 
 SECURITIES
AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
 
 None.
 
 UNREGISTERED
SALE OF SECURITIES
 
 None.
 
 ISSUER
PURCHASES OF EQUITY SECURITIES
 
 None.
 
 ITEM
6.  SELECTEDFINANCIALDATA.
 
 Not
applicable as Conforce is a smaller reporting company.
 
 ITEM
7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITIONAND RESULTS OF OPERATIONS.
 
 Safe
Harbor Act Disclaimer for Forward-Looking Statements
 
 Certain
statements in this document may contain words such as “anticipates,” “believes,”
“could,” “estimates,” "expects," "intends," “may,” “projects,” “plans,”
“targets” and other similar language and are considered forward-looking
statements. These statements are based on management’s current expectations,
estimates, forecasts and projections about the success of its container terminal
operations, its newly developed container and trailer flooring products, as well
as certain other composite based flooring products in various stages of
development. These forward-looking statements are subject to important
assumptions, risks and uncertainties which are difficult to predict and
therefore the actual results may be materially different from those
discussed.
 -10-
 
 OVERVIEW
  The
Company operates in two reportable business segments; Container Terminal, and
EKO-FLOR. The Container Terminal operations are organized as Conforce 1
Container Terminals, Inc., which is a 50.1% owned subsidiary of the
Company. The remaining 49.9% is owned by Marino Kulas, Conforce International,
Inc President & CEO. The Conforce 1 subsidiary is responsible for all
container terminal operations. EKO-FLOR is organized as Conforce Container
Corporation, a 100% owned subsidiary of the Company. The CCC subsidiary is
responsible for the development, manufacturing and marketing of the Company’s
EKO-FLOR products. Operations for CCC during the reportable periods to
date have been limited to research and development as the product is in the
testing stages. Its EKO-FLOR products have evolved systematically with various
refinements, as previously noted, based on industry standards and various
feedback received.  Accordingly, though in the development stage and
having generated no revenue to date, Conforce is informing shipping lines and
leasing companies of its product, EKO-FLOR, and optimism extends from the fact
that it is being tested in various ocean-going trials and receipt of the Sea
Box, Inc. purchase order.
 
 An
advisory agreement between Worldwide Associates, Inc. and Conforce is in place
and as such, Worldwide Associates, Inc. has and continues to provide the Company
with advisory services as it relates to general business items such as sales,
marketing, financing, infrastructure enhancements and public company
management.  Alexander P. Haig, Managing Director of Worldwide
Associates, Inc., has attended customer meetings with executives from Conforce,
including various meetings held in Hamburg, Germany in December
2008.
  Regarding
the revenues generated by the terminal operations, the Company reports revenues
as a result of lifting and handling containers that are stored in the
Company's container depot. Storage charges typically do not apply as the Company
performs these services for only empty containers. In the event that
a container loaded with goods is stored at the terminal, then a nominal
daily storage rate is charged. These handling and lifting services are performed
by the Company and are not sub-contracted to any third
parties. Regarding the revenues generated by transportation services
in the operations of the Container Terminal division, the Company provides
sub-contracted transportation services for containers arriving or departing
to and from Canadian rail yards. Such sub-contracted services are arranged
by the Company at the request of its shipping line customers and are
facilitated through the use of local transportation companies. The Company
charges a surcharge for arranging such shipments and is paid directly by
the shipping lines. In turn, the Company pays the sub-contracted transportation
companies.
 
 For the
12 month period April 1, 2008 to March 31, 2009, the Company's Container
Terminal business segment had revenues of $1,998,181
with an operating income of $651,043. For the same period, the
Company's EKO-FLOR business segment had revenues of $309,727 with
expenses of $277,761 relating to the research and development of EKO-FLOR, as
well as sales and administrative expenses of $187,834 and $132,887 respectively,
for an operating loss of ($288,755).
  PLAN
OF OPERATIONS
  In 2009,
the Company’s primary focus will be on the commercialization of EKO-FLOR. With
the introduction of EKO-FLOR revenues as a result of ms-1 panel orders, the
reliance on the container terminal will decrease. Accordingly, the Company
intends to pursue opportunities as they relate to three EKO-FLOR products (as
described below). While the container terminal is expected to continue to
provide revenues and moderate earnings, if any at all, growth in the terminal
operations is not expected. Expansion for Conforce is expected to come from
EKO-FLOR ms-1 in 2009 and cs-4 in 2010, where the Company believes that
notwithstanding the current economic slowdown, significant growth potential
exists due to the desperate need for composite flooring within the industry.
Should the container industry in 2010 collectively produce one half of its 2007
new build volume of 3.9 million twenty foot equivalent containers, the Company
would still experience significant growth assuming we are able to meet
expectations of orders totaling approximately 60,000 units or approximately 2%
of total new build volume.
  EKO-FLOR cs-4:  
Trial product will be shipped to customers in or around August
2009.  Trial completion times may range from 60 – 120 days depending
on sea routes and frequency selected by trial customers, at their sole
discretion.  Conforce estimates that most trial will be completed in
the third quarter of calendar 2009.  The EKO-FLOR cs-4 panels are
currently being produced at Conforce’s own development center in Concord,
Ontario.
 -11-
  Once the
trials are complete and depending on the outcome of such trials, the Company
intends to secure EKO-FLOR cs-4 orders for 2010. Provided that volume
commitments are secured and that such commitments are in-line with Conforce
expectations of 60,000 - 80,000 TEU for fiscal 2010, then the Company will begin
the process of formalizing the details of a financial offering that will
adequately capitalize the establishment of a company owned facility in Asia. As
such, the Company would require financing of 8 – 10 million USD. Currently,
there is no such financing in place, nor are there any preliminary or final term
sheets or agreements in place in support of such financing.  If and
when Conforce receives such written orders, it is at that time that various
financing avenues will be considered such as private placements or public
offerings.  Depending on market and economic conditions at such time
as the capital is required, the Company will consider its options as they relate
to the structure of the offering in terms of debt versus equity and public
versus private. However, there are no guarantees that the Company will be able
to obtain such funding under reasonable terms, if at all.
  EKO-FLOR
ms-1:  In 2010, the Company also expects to receive equivalent orders
to those received in 2009 for EKO-FLOR ms-1, a variation of the cs-4 flooring
panel designed for use as load bearing shelving panels in special application
military containers.  The Company is currently having the ms-1 panels
produced at a sub-contracted facility in Quebec, Canada.
  EKO-FLOR
xts:  In the third quarter of calendar 2009, the Company intends to
introduce EKO-FLOR xts to the North American highway trailer industry. The
Company will offer a modified variation of its cs-4 container panel in order to
commence actual road testing by industry participants. The Company expects to
have the modified cs-4 panels placed into highway trailers for road testing in
or around September 2009.
  The
Company intends to apply for listing on the OTC Bulletin Board at such time as
it's Forms 10 and 211 reach the no-comment stage by the appropriate regulatory
agencies, however, there is no guarantee that the Company’s application for
listing will be accepted.
 
 LIQUIDITY
AND CAPITAL RESOURCES
 
 The
Company intends to raise, either through an Initial Public Offering of its
securities or a Private Placement, the capital required for the establishment
and operation of a multi-line EKO-FLOR manufacturing facility in Asia, which is
currently estimated to be between USD 8 – 10 million dollars.  The
company will make the decision in terms of its production expansion into Asia at
such time as the trials of EKO-FLOR cs-4 are completed (currently projected to
be completed by August - October of 2009) and if it has received a firm
commitment(s) from shipping line(s) and/or leasing companies for the production
of EKO-FLOR cs-4.
 
 The
Company does not currently have any outstanding lines or letters of
credit.  Conforce does have a business development loan through a
government sponsored program in the amount of $250,000 payable over 10 years
(due January 2019).  The loan was made through the small business
development loan program (SBL) and is limited in its use to the purchases of
equipment.  Funds from the loan have been used to finance a portion of
the production equipment in the Company’s new development and production
facility in Concord, Ontario and such equipment has been used as collateral for
the loan.  Under the rules governing SBL’s, in the event the Company
defaults on the loan, the Company is only responsible for repayment of an amount
equal to 25% of the total funds advanced.
 
 The
Company does not have any agreements to fund the operations for the next 12
months, although it is attempting to secure funds, in the amount of
approximately $500,000, by way of non-interest bearing, non-callable (for
10 years) loans from certain minority founding shareholders. Such shareholders
will attempt to access funds for the aforementioned loans through private
transactions with accredited investors involving the sale of a portion of their
holdings of Conforce common stock. Proceeds from the sale will be loaned to
Conforce, in whole or in part, net of applicable taxes and fees if applicable,
at the sole discretion of such minority founding shareholders. Proceeds from
these transactions will be used to fund any and all costs associated with the
production of trial product. It is important to note that should the outcome of
trials be favorable, the Company will be required to raise significant capital
towards the establishment of an EKO-FLOR manufacturing facility in China. Such
capital is currently estimated to be 8 – 10 million USD.
 -12-
 
 RESULTS
OF OPERATIONS
  YEAR
ENDED MARCH 31, 2009 COMPARED TO THE YEAR ENDED MARCH 31, 2008
 
 The
Company had gross revenues of $2,021.89 with a net loss of ($336,989) for the
year ended March 31, 2009, compared to sales of $2,365,945 with a net loss of
($54,854) for the year ended March 31, 2008, a decrease in sales from the prior
period of $343,556. The decease in sales was due primarily to the downturn in
the global economy and consequent decreased demand for transportation services
and container operations.
 
 The
Company had cost of goods sold relating to direct production costs of $1,060,790
for the year ended March 31, 2009, compared to cost of goods sold relating to
direct production costs of $1,293,100 for the year ended March 31, 2008, which
represents a decrease in the cost of goods sold from the prior period of
$232,310. The decrease in cost of goods sold was attributable primarily to a
decrease in transportation costs.
 
 Cost of
goods sold as a percentage of sales was 52.4% for the year ended March 31, 2009,
compared to 54.7% for the year ended March 31, 2008, which amounts to a
reduction in the cost of goods sold as a percent of sales of 2.3% from the prior
year. This reduction came primarily from savings in transportation
costs.
  The
Company had gross profit of $960,599 for the year ended March 31, 2009, compared
to gross profit of $1,071,845 for the year ended March 31, 2008, a decrease in
gross profit of $111,246 or 11.5% over the prior period. The decrease was due
primarily to a decrease in volume.
  The
Company had combined administrative ($664,437), research and development
($277,761) and depreciation ($64,250) expenses of $1,006,448 for the year ended
March 31, 2009, compared to combined administrative ($725,891), research and
development ($209,437) and depreciation ($30,121) expenses of $965,449 for the
year ended March 31, 2008, an increase in expenses of $40,999 or 1.4% from the
prior period.  The increase in administrative expenses was due to
primarily to an increase salaries and wages as a result of the increase in
terminal traffic necessitating the need for additional employees and increased
hours of operation.
  The
Company’s research and development costs include the creation of architectural
drawings as they relate to panel specifications, the creation of dies, the
manufacturing of test panels, the creation of specific panel testing equipment,
costs relating to independent certification testing, consulting costs associated
with utilizing process experts and engineers and costs associated with the setup
of the research and production center. The Company anticipates that research and
development costs will increase in fiscal 2009 as a result of final preparations
for the production of trial product, as well as costs associated with the
development of the highway trailer product.
 
 The
further Company anticipates that ongoing research and development costs will
stabilize in fiscal 2010 and be maintained at a rate proportional to
sales.
   
 OFF-BALANCE
SHEET ARRANGEMENTS
  The
Company has not entered into any off-balance sheet arrangements that have or are
reasonably likely to have a current or future affect on its 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.
 
 LIABILITIES
 
 The
Company had Accounts payable of $137,999 at March 31, 2009 compared to
$66,322 at March 31, 2008, an increase of $71,677.  Such increase is
attributable to a decrease in the Company’s working capital primarily as the
result of Fixed Asset purchases and the continued funding of EKO-FLOR product
development.
 -13-
 
 The
Company had no Accrued liabilities at March 31, 2009 compared to
$24,949 at March 31, 2008, a decrease of $24,949.
 
 The
Company had Accrued wages of $14,941 at March 31, 2009 compared to $24,055
at March 31, 2008, a decrease of $9,114.  The decrease is primarily
due to a decrease in the salary paid to the CEO.
 
 The
Company had Shareholder’s loans from Marino Kulas, CEO and shareholder, of
$458,561 at March 31, 2009 compared to $324,850 at March 31,
2008.  The Shareholder loans are interest free with no fixed terms of
repayment.  Between March 31, 2008 and March 31, 2009, there was an
increase in borrowing of $133,711. There were no payments made on this loan
during the period.  The increase was needed to fund the working
capital requirements and the continued funding of the EKO-FLOR product
development.
 
 ITEM
7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.
 
 Not
applicable as Conforce is a smaller reporting company.
 
 ITEM
8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA.
 
 The
financial statements required by Item 8 are submitted in a separate section of
this Form and are incorporated herein by this reference.
 
 ITEM
9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
 
 The
Company has not had any changes in, nor has it had any disagreements, whether or
not resolved, with its accountants on accounting and/ or financial disclosures
during its recent fiscal year or any later interim period.
 
 ITEM
9A.  CONTROLS AND PROCEDURES.
 
 This
annual report does not include a report of management’s assessment regarding
internal control over financial reporting or an attestation report of the
Company’s registered public accounting firm due to a transition period
established by the rules of the Securities and Exchange Commission for newly
public companies.
 
 ITEM
9A(T).  CONTROLS AND PROCEDURES.
 
 This
annual report does not include a report of management’s assessment regarding
internal control over financial reporting or an attestation report of the
Company’s registered public accounting firm due to a transition period
established by the rules of the Securities and Exchange Commission for newly
public companies.
 
 ITEM
9B.  OTHER INFORMATION.
 
 Not
applicable.
 
 -14-
 PART
III
  ITEM
10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE.
 
 Set forth
below is information regarding the Company’s current directors and executive
officers. Marino Kulas and Slavko Kulas are first cousins. The directors are
elected annually by stockholders. The executive officers serve at the pleasure
of the Board of Directors.
  Name
                  Age
                  TitleMarino
      Kulas
                  43
                  President
      & CEO, DirectorMario
      Verrilli
                  43
                  Acting
      Chief Financial OfficerJoseph
      DeRose
                  53
                  VP
      of Product DevelopmentKathryn
      Saliani
                  55
                  Director
      of Business Operations, DirectorSlavko
      Kulas
                  48
                  Director
      of Terminal Operations
  Marino Kulas, President &
CEO of Conforce International, Inc., has been in the container industry for over
25 years. In 2001, Mr. Kulas commenced research and development of
EKO-FLOR as an alternative to the wood flooring currently used in shipping
containers.  In 2003 he started the business of Conforce 1 Container
Terminals Inc. and in 2005, he started Conforce Container Corporation, the
company responsible for the development of EKO-FLOR. He oversees all aspects of
the day-to-day operations of the business, while maintaining his primary focus
on the Company’s growth and direction through new product development and the
commercialization of EKO-FLOR through account acquisition.
  Mario Verrilli,Acting Chief Financial
Officer.  Prior to joining Conforce, Mr. Mario Verrilli
held the position of Senior Vice President , Global Operations for Omega Direct
Response Inc., a leading provider of outsourced call centre services. Prior to
Omega, Mr. Verrilli served as Director of Sales, Consumer Markets for Primus
Canada where he was responsible for the creation and ownership of acquisition
channels along with their respective P&L and operating budgets. Before
joining Primus, he worked with AT&T Canada, where he held the position of
International Settlement Analyst responsible for the settlement of financial
transactions, revenue reporting and the creation of revenue distribution models.
Mr. Verrilli started his career as a Revenue Analyst for Cadillac Fairview, a
commercial developer and management company, where he was responsible for the
accounting of revenue and expenses for a portfolio of shopping centres across
Canada.
  Joseph DeRose, Vice President
of Product Development, is a chemical engineer and has dedicated his career to
the testing, development and technical support of plastic materials, composite
materials and polymer additives.  Prior to his appointment with
Conforce in 2006, Mr. DeRose worked with industry leader Ciba Specialty
Chemicals (f/n/a Ciba-Geigy) for over 19 years (1981 through 2000), where he
held the position of Industry Manager of the Polymer Additives
Division.  Following, through 2005, Mr. DeRose also held material
testing and analysis positions with the Ontario Research Foundation and
Cambridge Materials Testing.  Most recently, Mr. DeRose provided
consultation and project coordination for manufacturers of plastic and composite
materials seeking building code recognition in both Canada and the United
States.  Mr. DeRose is a member of The Society of Plastics Engineers
and serves on the Board of Directors of the Ontario Section.  He is
also a member of the Canadian Plastics Industry Association and serves as
Technical Chair for the Canadian Natural Composites Council.  For
Conforce, Mr. DeRose is responsible for the research, development, testing and
analysis of all new Conforce composite products currently in various stages of
development.
 
 Kathryn Saliani, Director of
Business Operations.  Prior to joining Conforce, Ms. Saliani worked as
an underwriter with a leading Mortgage origination firm in Canada for 3 years
(2003 through 2006).  During 1988 through 2003, Kathryn performed as a
sole proprietor, providing administrative and bookkeeping functions for various
small companies.  Prior to holding that position, Ms. Saliani worked
for Scotia Bank for 5 years (1982 through 1987) where she was responsible for
conducting branch audits in order to ensure compliance with loan policy and
procedure.  Ms. Saliani also spent 12 years (1970 through 1982) with
the Workman Safety Insurance Board of Canada (WSIB) where she worked as Senior
Counselor to the office of the Chairman.  Her responsibilities
included dispute resolution and to act as direct liaison between member
claimants and the WSIB.  For Conforce, Ms. Saliani oversees Investor
Relations as well as all administrative functions of the Container Terminal
operations.
 
 Slavko Kulas, Director of
Terminal Operations.  Mr. Slavko Kulas has been involved in the
container industry for over 19 years.  In 1989, he joined Toronto
Reefer Container (TRC), a Kulas private family business specializing in the
service and repair of ocean-going containers.  Mr. Kulas’
responsibilities initially included the repair of all container components until
he was promoted to Manager of the company’s mobile fleet of service trucks and
personnel.  In 1998, Mr. Kulas purchased TRC.  In 2003, he
joined Conforce 1 Container Terminals where he served as Terminal Manager until
2008 at which time he became Director of Terminal Operations.  For
Conforce International, Inc., Mr. Kulas is responsible for the day-to-day
operations of the Container Terminal and is a key member of the EKO-FLOR product
development team.
 -15-
 
 ITEM
11.  EXECUTIVE COMPENSATION.
 
 December
31, 2008 SUMMARY COMPENSATION TABLE
 
 Name
      and Principal Position
              Year
              Salary
                ($)
              Bonus
                ($)
              Stock
                Awards
                ($)
              Option
                Awards
                ($)
              Non-Equity
                Incentive
      Plan
                Compensation
                ($)
              Change
      in
                Pension
                Value
      and
                Nonqualified
                Deferred
                Compensation
                Earnings
                ($)
              All
      Other
                Compensation
                ($)
              Total
                ($)Marino
Kulas
                President
      & CEO, Director2008
              91,000
              
              
              
              
              
              
              91,000Joseph
      DeRose
                VP
      of Product Development2008
              45,500
              
              
              
              
              
              
              45,500Kathryn
      Saliani
                Director
      of Business Op., Director2008
              50,000
              
              
              
              
              
              
              50,000Slavko
      Kulas
                Director
      of Terminal Op.2008
              52,000
              
              
              
              
              
              
              52,000
 
 ITEM
12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
 
 The
following table lists stock ownership of the Company’s Common Stock. The
information includes beneficial ownership by (i) holders of more than 5% of
Common Stock, (ii) each of the four directors and executive officers and (iii)
all directors and executive officers as a group. Each person named in the table
has sole voting and investment power with respect to all shares of the Company’s
Common Stock beneficially owned by them.
 -16-
 
 Name
      and Address of Owner
              Title
      of Class
              Number
                of
      Shares
                Owned
      (1)
              Percentage
                of
      ClassMarino
      Kulas
                40
      Bellini Avenue
                Brampton,
      Ontario L6T 3Z8
              Common
      Stock
              61,001,000
              50.83%Elio
      Guglietti
                28
      Anthia Drive
                North
      York, Ontario M9L 1K5
              Common
      Stock
              11,400,000
              9.50%Michael
      Moyal
                10520
      Yonge St., Suite 298
                Richmond
      Hill, Ontario L4C 3C7
              Common
      Stock
              9,070,000
              7.55%Slavko
      Kulas
                8870
      Martingrove Road
                Woodbridge,
      Ontario L4H 1C2
              Common
      Stock
              5,000,000
              4.16%Joseph
      DeRose
                60
      Crofters Road
                Woodbridge,
      Ontario L4L 7C7
              Common
      Stock
              420,000
              0.26%Kathryn
      Saliani
                156
      Beech Street
                Brampton,
      Ontario L6V 1V6
              Common
      Stock
              50,000
              0.0416%
  (1)
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities.
 
 (2) In
2006, a transaction was completed whereby five (5) million shares of common
stock were transferred from the holdings of Marino Kulas to Slavko Kulas,
Director of Terminal Operations.  Mr. Marino Kulas transferred such shares
in order to do what he felt was in the best interest of the shareholders by
providing ownership benefits to all the original shareholders of the EKO-FLOR
product.
 
 ITEM
13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE.
 
 Conforce
currently has outstanding shareholder loans that are interest free with no fixed
terms of repayment and it is possible that additional shareholder loans will be
received in the future.
 
 ITEM
14.  PRINCIPAL ACCOUNTING FEES AND
SERVICES.
 
 The audit
fees for the fiscal year end March 31, 2009 were $25,000.  There are
no other audit-related fees, tax fees or other fees to disclose at such
time.
 
 -17-
 PART
IV
  ITEM
15.  EXHIBITS, FINANCIAL STATEMENT
SCHEDULES.
 
 ExhibitNo.
                Description2.0
                Acquisition
      Agreement and Plan of Merger dated May 24, 2005 (1)3.1
                Certificate
      of Incorporation for Conforce International, Inc. 
  (1)3.1.1
                Certificate
      of Incorporation for Conforce Container Corporation (1)3.1.2
                Certificate
      of Incorporation for Conforce 1 Container Terminals, Inc.
    (1)3.2
                Bylaws
      (1)10.1
                Canada
      Small Business Financial Loan dated November 26, 2008
  (2)10.2
                Sea
      Box, Inc. Purchase Order dated November 25, 2009 
  (3)10.3
                Letter
      of Agreement in Connection with the Strategic Partnership Between Conforce
      International, Inc. and Bayer MaterialScience, LLC. dated February 2,
      2009  (3)10.4
                Advisory
      Agreement between WorldWide Associates, Inc. and Conforce International,
      Inc. dated April 2, 2007  (3)23.1
                Auditor Certification31.1
                Certification pursuant to section 302 of
      the Sarbanes - Oxley Act of 2002.31.2
                Certification pursuant to section 302 of
      the Sarbanes - Oxley Act of 2002.32.1
                Certification of Officer pursuant to
      section 906 of the Sarbanes - Oxley Act of 2002.32.2
                Certification of Officer pursuant to
      section 906 of the Sarbanes - Oxley Act of
  2002.
  Denotes
previously filed exhibits: filed on February 9, 2009 with Conforce
International, Inc.’s 10-12G Registration Statement.
 Denotes
previously filed exhibits: filed on May 28, 2009 with Conforce International,
Inc.’s 10-12G/A Registration Statement.
 Denotes
previously filed exhibits: filed on June 29, 2009 with Conforce International,
Inc.’s 10-12G/A Registration Statement.
 -18-
 
 
 SIGNATURES
 
 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
 
  Conforce
      International, Inc.By:
                /s/ Marino
      KulasMarino
      KulasPresident
      & CEO
 
 
 -19-
  Pollard-Kelley
Auditing Services, Inc......................................................................
 Auditing
Services                                             4500
Rockside Road, Suite 450, Independence, OH 44131 330-864-2265
 
   Report of Independent
Registered Public Accounting Firm
   
 Conforce
International, Inc. and Subsidiaries
 Concord,
Ontario Canada
 
 We have
audited the accompanying balance sheets of Conforce International, Inc. and
Subsidiary, as of March 31, 2009 and 2008, and the related statements of income,
stockholders’ equity, and cash flows for each of the two years in the period
ended March 31, 2009.  These financial statements are the
responsibility of the Company’s management.  Our responsibility is to
express an opinion on these financial statements based on our
audits.
 
 We
conduct 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.  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 the Company at March 31, 2009 and
2008, and the results of its operations and it cash flows for each of the two
years in the period ended March 31, 2009, in conformity with U.S. generally
accepted accounting standards.
 
 Pollard-Kelley
Auditing Services, Inc.
 
 /S/
Pollard-Kelley Auditing Services, Inc.
 
 Independence,
Ohio
 July 14,
2009
   -20-
  Conforce
      International, Inc.Balance
      SheetsMarch
      31, 2009 and 20082009
                                                                    
                                                                    
                                                                    2008ASSETSCurrent
      AssetsCash
                                                                    
                                                                    $
                                                                    49,353
                                                                    
                                                                    
                                                                    $
                                                                    34,801Accounts
      receivable
                                                                    
                                                                    
                                                                    266,751
                                                                    
                                                                    
                                                                    
                                                                    457,012Other
      receivables
                                                                    
                                                                    
                                                                    28,915
                                                                    
                                                                    
                                                                    
                                                                    37,172Total
      Current Assets
                                                                    
                                                                    
                                                                    345,019
                                                                    
                                                                    
                                                                    
                                                                    528,985Fixed
      AssetsOffice
      equipment
                                                                    
                                                                    
                                                                    23,829
                                                                    
                                                                    
                                                                    
                                                                    23,829Vehicles
                                                                    
                                                                    
                                                                    20,529
                                                                    
                                                                    
                                                                    
                                                                    20,345Equipment
                                                                    
                                                                    
                                                                    660,639
                                                                    
                                                                    
                                                                    
                                                                    101,888Leasehold
      improvements
                                                                    
                                                                    
                                                                    25,028
                                                                    
                                                                    
                                                                    
                                                                    25,028730,025
                                                                    
                                                                    
                                                                    
                                                                    171,090Less:
      Accumulated depreciation
                                                                    
                                                                    
                                                                    (139,185
                                                                    )
                                                                    
                                                                    
                                                                    (75,027
                                                                    )590,840
                                                                    
                                                                    
                                                                    
                                                                    96,063Other
      AssetsDeposits
                                                                    
                                                                    
                                                                    32,922
                                                                    
                                                                    
                                                                    
                                                                    14,77932,922
                                                                    
                                                                    
                                                                    
                                                                    14,779Total
      Assets
                                                                    
                                                                    $
                                                                    968,781
                                                                    
                                                                    
                                                                    $
                                                                    639,827LIABILITIES
      AND SHAREHOLDERS' EQUITYCurrent
      LiabilitiesAccounts
      payable
                                                                    
                                                                    $
                                                                    122,178
                                                                    
                                                                    
                                                                    $
                                                                    66,322Accrued
      liabilities
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    24,949Accrued
      wages
                                                                    
                                                                    
                                                                    13,228
                                                                    
                                                                    
                                                                    
                                                                    24,055Current
      portion long term debt
                                                                    
                                                                    
                                                                    12,704
                                                                    
                                                                    
                                                                    
                                                                    -Shareholder's
      loans
                                                                    
                                                                    
                                                                    405,987
                                                                    
                                                                    
                                                                    
                                                                    324,850Total
      Current Liabilities
                                                                    
                                                                    
                                                                    554,097
                                                                    
                                                                    
                                                                    
                                                                    440,176Long
      Term Debt
                                                                    
                                                                    
                                                                    183,029
                                                                    
                                                                    
                                                                    
                                                                    -Shareholders'
      EquityMinority
      interest in consolidated subsidiaries
                                                                    
                                                                    
                                                                    460,523
                                                                    
                                                                    
                                                                    
                                                                    280,525Preferred
      stock
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    -Common
      stock
                                                                    
                                                                    
                                                                    9,157
                                                                    
                                                                    
                                                                    
                                                                    9,157Additional
      contributed capital
                                                                    
                                                                    
                                                                    89,900
                                                                    
                                                                    
                                                                    
                                                                    89,900Retained
      earnings
                                                                    
                                                                    
                                                                    (327,925
                                                                    )
                                                                    
                                                                    
                                                                    (179,931
                                                                    )231,665
                                                                    
                                                                    
                                                                    
                                                                    199,651Total
      Liabilities and Shareholders' Equity
                                                                    
                                                                    $
                                                                    968,781
                                                                    
                                                                    
                                                                    $
                                                                    639,827See
      accompanying notes to financial statements.
   -21-
 Conforce
      International, Inc.Statements
      of IncomeFor
      the Years Ending March 31, 2009 and 20082009
                                  
                                  
                                  2008REVENUESRevenues
                                  
                                  $
                                  2,021,389
                                  
                                  
                                  $
                                  2,364,945DIRECT
      COST OF REVENUESEquipment
      rental
                                  
                                  
                                  103,281
                                  
                                  
                                  
                                  69,530Fuel
                                  
                                  
                                  68,624
                                  
                                  
                                  
                                  76,166Repairs
      & maintenance
                                  
                                  
                                  37,991
                                  
                                  
                                  
                                  41,125Transportation
                                  
                                  
                                  538,525
                                  
                                  
                                  
                                  847,916Rent
                                  
                                  
                                  223,744
                                  
                                  
                                  
                                  228,049Subcontractors
                                  
                                  
                                  47,601
                                  
                                  
                                  
                                  30,3141,019,766
                                  
                                  
                                  
                                  1,293,100GROSS
      PROFIT
                                  
                                  
                                  1,001,623
                                  
                                  
                                  
                                  1,071,845EXPENSESAdministrative
      (including stock compensationexpense
      in 2008)
                                  
                                  
                                  664,437
                                  
                                  
                                  
                                  725,891Flooring
      System expenses;Research
      & development
                                  
                                  
                                  277,761
                                  
                                  
                                  
                                  209,437Depreciation
                                  
                                  
                                  64,248
                                  
                                  
                                  
                                  30,1211,006,446
                                  
                                  
                                  
                                  965,449OTHER
      INCOME AND EXPENSE(Gain)/loss
      on currency conversion
                                  
                                  
                                  (36,829
                                  )
                                  
                                  
                                  7,285INCOME
      FROM OPERATIONS
                                  
                                  
                                  32,006
                                  
                                  
                                  
                                  99,111TAX
      PROVISIONS
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -NET
      INCOME/(LOSS) BEFORE MINORITYINTEREST
                                  
                                  
                                  32,006
                                  
                                  
                                  
                                  99,111LESS
      MINORITY INTEREST INCONSOLIDATED
      SUBSIDIARIES
                                  
                                  
                                  (180,000
                                  )
                                  
                                  
                                  (153,965
                                  )NET
      (LOSS) INCOME
                                  
                                  $
                                  (147,994
                                  )
                                  
                                  $
                                  (54,854
                                  )NET
      LOSS PER SHAREAverage
      shares outstanding
                                  
                                  
                                  120,000,000
                                  
                                  
                                  
                                  120,001,000Loss
      per share
                                  
                                  $
                                  (0.00
                                  )
                                  
                                  $
                                  (0.00
                                  )See
      accompanying notes to financial statements.
   -22-
  Conforce
      International, Inc.Statement
      of Shareholders' EquityFor
      the Years Ending March 31, 2009 and 2008AdditionalPreferred
      Stock
                
                
                Common
      Strock
                
                
                Contributed
                
                
                RetainedShares
                
                
                Amount
                
                
                Shares
                
                
                Amount
                
                
                Capital
                
                
                Earnings
                
                
                TotalBalances
      at March 31, 2007
                
                
                -
                
                
                
                -
                
                
                
                12,000,100
                
                
                
                9,157
                
                
                
                27,300
                
                
                
                (125,077
                )
                
                
                (88,620
                )Stock
      contributed for employment agreement
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                62,600
                
                
                
                -
                
                
                
                62,600Net
      Loss for the year
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (54,854
                )
                
                
                (54,854
                )Balances
      at March 31, 2008
                
                
                -
                
                
                
                -
                
                
                
                12,000,100
                
                
                
                9,157
                
                
                
                89,900
                
                
                
                (179,931
                )
                
                
                (80,874
                )Adjustment
      in shares outstanding
                
                
                -
                
                
                
                -
                
                
                
                (100
                )
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Net
      Loss for the year
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (144,994
                )
                
                
                (144,994
                )Balances
      at March 31, 2009
                
                
                -
                
                
                $
                -
                
                
                
                12,000,000
                
                
                $
                9,157
                
                
                $
                89,900
                
                
                $
                (324,925
                )
                
                $
                (225,868
                )See
      accompanying notes to financial statements.
   -23-
  Conforce
      International, Inc.Statements
      of Cash FlowsFor
      the Years Ending March 31, 2009 and 20082009
                                  
                                  
                                  2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      Income/(loss) for the period
                                  
                                  $
                                  (147,994
                                  )
                                  
                                  $
                                  (54,854
                                  )Adjustments
      to reconcile net earnings to netcash
      provided (used) by operating activities:Minority
      interest in consolidated subsidary
                                  
                                  
                                  180,000
                                  
                                  
                                  
                                  153,965Depreciation
                                  
                                  
                                  64,248
                                  
                                  
                                  
                                  30,121Compensation
      paid by stock
                                  
                                  
                                  -
                                  
                                  
                                  
                                  62,600Changes
      in Current assets and liabilities:(Increase)
      decrease in Accounts receivable
                                  
                                  
                                  190,261
                                  
                                  
                                  
                                  (264,340
                                  )(Increase)
      decrease in Other receivables
                                  
                                  
                                  8,257
                                  
                                  
                                  
                                  (851
                                  )(Decrease)
      Increase in Accounts payable
                                  
                                  
                                  55,856
                                  
                                  
                                  
                                  24,828(Decrease)
      Increase in Accrued liabilities
                                  
                                  
                                  (24,949
                                  )
                                  
                                  
                                  3,818(Decrease)
      Increase in Accrued wages
                                  
                                  
                                  (10,827
                                  )
                                  
                                  
                                  7,179NET
      CASH (USED) BYOPERATING
      ACTIVITIES
                                  
                                  
                                  314,852
                                  
                                  
                                  
                                  (37,534
                                  )CASH
      FLOWS FROM INVESTING ACTIVITIESPurchase
      of Fixed assets
                                  
                                  
                                  (558,935
                                  )
                                  
                                  
                                  (39,972
                                  )Purchase
      of Deposits
                                  
                                  
                                  (18,143
                                  )
                                  
                                  
                                  -NET
      CASH (USED) BYINVESTING
      ACTIVITIES
                                  
                                  
                                  (577,078
                                  )
                                  
                                  
                                  (39,972
                                  )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from Bank loans
                                  
                                  
                                  195,733
                                  
                                  
                                  
                                  -Loans
      by shareholders
                                  
                                  
                                  154,146
                                  
                                  
                                  
                                  -NET
      CASH PROVIDED BYFINANCING
      ACTIVITIES
                                  
                                  
                                  349,879
                                  
                                  
                                  
                                  -EFFECT
      OF EXCHANGE RATE ON CASH
                                  
                                  
                                  (73,101
                                  )
                                  
                                  
                                  37,475NET
      INCREASE IN CASH
                                  
                                  
                                  14,552
                                  
                                  
                                  
                                  (40,031
                                  )CASH
      AT BEGINNING OF PERIOD
                                  
                                  
                                  34,801
                                  
                                  
                                  
                                  74,832CASH
      AT END OF PERIOD
                                  
                                  $
                                  49,353
                                  
                                  
                                  $
                                  34,801See
      accompanying notes to financial statements.
   -24-
 Conforce
International, Inc.
 NOTES
TO THE FINANCIAL STATEMENTS March 31, 2009
 March 31,
2009
 NOTE 1 – SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
 
 History
  The
Company was incorporated on May 18, 2004 in the state of Delaware as Now
Marketing Corp.
 
 On May
25, 2005, the Company acquired Conforce Container Corporation in exchange for
120,000,000 shares of the Company’s Common Stock, making Conforce Container
Corporation a wholly owned subsidiary.  Immediately prior to the
acquisition, the Company had 1,000 shares of common stock issued and
outstanding.  The acquisition was accounted for as a recapitalization
of Conforce Container Corporation, as the shareholders of Conforce Container
Corporation controlled the Company after the acquisition was
completed.  Conforce Container Corporation was treated as the
acquiring entity for accounting purposes.  There were no adjustments
to the carrying value of the assets or liabilities of acquired company or to the
assets and liabilities of the acquiring company.  On May 20, 2005
Conforce Container Corporation was renamed from First National Preferred Card
Service, Inc., which was incorporated under the laws of Ontario on February 9,
2001.  Conforce Container Corporation’s Balance Sheet on the date of
acquisition was as follows;
  In
      CanadianDollarsAssets
                  
                  $
                  -0-LiabilitiesShareholder
      loans
                  
                  $
                  18,560Equity
                  
                  
                  (18,560
                  )$
                  -0-
 The
Company as renamed from Now Marketing Corp to Conforce International, Inc. at
this time.
 
 On May
24, 2005, the Company acquired 50.1% of Conforce 1 Container Terminals, Inc.,
for $100.  Conforce 1 Container Terminals, Inc. was incorporated under
the laws of Ontario on November 12, 2003.  The combination was
accounted for as a reverse acquisition as the shareholders of Conforce 1
Container Terminals, Inc. controlled the Company after the acquisition was
completed.  Conforce 1 Container Terminals, Inc. was
 -25-
 Conforce
International, Inc.
 NOTES
TO THE FINANCIAL STATEMENTS March 31, 2009
 March 31,
2009
 
 NOTE 1 – SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
 
 treated
as the acquiring entity for accounting purposes.  There were no
adjustments to the carrying value of the assets or liabilities of acquired
company or to the assets and liabilities of the acquiring company.
 
 The
Company’s 50.1% owned subsidiary, Conforce 1 Container Terminals, Inc., provides
handling, storage and transport of overseas shipping containers for
international steamship lines, as well as domestic
retailers.  Conforce Container Corporation embarked on the development
of a new container flooring system, EKO-FLORwhich has
been designed to provide an environmentally friendly product to increase
container versatility while reducing shipping costs.
 
 Financial Statement
Presentation
 The
accompanying statements have been prepared form the books and records of the
Company and its subsidiaries.  All significant intercompany accounts
have been eliminated.  The Company’s 50.1% subsidiary enjoys an
October 31, yearend for tax purposes.  The books and records included
herein have been adjusted for the twelve month period ending March 31, 2009 and
2008 respectively.
 
 Cash and Cash
Equivalents
 For
purposes of the statement of cash flows, the Company considers all short-term
debt securities purchased with a maturity of three months or less to be cash
equivalents.  There was no cash paid during the periods for interest
or taxes.
 
 Property and
Equipment
 Property
and equipment are carried at cost.  Maintenance, repairs and renewals
are expensed as incurred.  Depreciation of property and equipment is
provided for over their estimated useful lives, which range from three and five
years, using the declining balance method.  Leasehold improvements are
amortized over the life of the lease.  Depreciation expense was
$64,248 and $30,121 for the years ending March 31, 2009 and 2008
respectively.
 
 Use of
Estimates
 The
preparation of the consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect certain reported amounts and
disclosures.  Accordingly, actual results could differ from those
estimates.
 -26-
 Conforce
International, Inc.
 NOTES
TO THE FINANCIAL STATEMENTS March 31, 2009
 March 31,
2009
 NOTE 1 – SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
 
 Revenue
Recognition
 The only
revenue producing operations of the Company during the years prior to the fiscal
year reported here were those of the Container Terminal operation which
recognizes revenues when services are rendered.  The operation bills
at the end of each month for the services rendered during the
month.
 
 NOTE 2 – INCOME
TAXES
 
 The
Company accounts for income taxes under Generally Accepted Accounting Principals
used in the United States of America, which requires the Company to recognize
deferred tax assets and liabilities for the expected future tax consequences of
events that have been recognized in the Company’s financial statements or tax
returns.  Under this method, deferred tax assets and liabilities are
determined based on the difference between the financial statement carrying
amounts and tax basis of the assets and liabilities using enacted tax
rates.  The Company has no significant differences between book and
tax accounting.
  NOTE 3 – LONG – TERM
DEBT
  On
December 1, 2008, the Company entered into a borrowing relationship with a Bank
to borrow $198,403
at approximately 12% interest for ten years. The agreement calls for monthly
payments of $2,303
including principal and interest. The balance outstanding at March 31, 2009, was
$195,733. The portion of this balance currently due at March 31, 2009 was
$12,704 and the long term portion was $183,028.
 
 NOTE 4 –
EQUITY
 
 Preferred
Stock
 
 At March
31, 2009 and 2008, the Company had authorized 5,000,000 shares of Preferred
Stock at a par value of $.0001 per share.  There were 0 shares
outstanding.  The unissued shares of Preferred stock may be divided
into and issued in designated series from time to time by one or more
resolutions adopted by the Board of Directors.
 
 Common
Stock
 
 At March
31, 2009 and 2008, the Company had authorized 250,000,000 shares of Common Stock
at a par value of $.0001 per share (Canadian Dollars).  There were
120,001,000 shares outstanding.
 
 Stock
Transactions
 
 On
October 26, 2006 the company entered into an employment agreement with its
Vice-President, Product development. The agreement was for twelve months, fixed
compensation levels and called for an issue of Common stock on the 30th of each
month during the life of the agreement. An additional 200,000 shares were to be
issued at the end of the agreement, dependent upon continued
employment.  The shares were provided by the majority shareholder of
the Company.  Shares issued during the year ended March 31, 2008
totaled 200,000 and were valued at $62,600.  Valuation was based on
the trading value of the shares on the date the shares were provided and issued
which in all cases the on the same day.
 
 On
October 31, 2007, the Company entered into a renewal of the employment agreement
with it Vice-President, Product Development.  The agreement was for a
period of twelve months, fixes compensation level and calls for an issue of
Common stock upon completion of the agreement if certain goals are met in
connection with the EKO-FLOR products.  None of the performance
criteria were met as of March 31, 2008.
 
 On
October 31, 2008, the Company renewed its employment agreement with its
Vice-President, Product Development.  This renewal is for a period of
twelve months, fixes compensation level and calls for an issue of 320,000 shares
of Common stock at the end of this period.  There has been no
provision for this accrual at March 31, 2009 since the performance criteria had
not been met.
 -27-
 Conforce
International, Inc.
 NOTES
TO THE FINANCIAL STATEMENTS March 31, 2009
 March 31,
2009
 NOTE 5 – RELATED
PARTIES
 
 At March
31, 2009  and 2008 the Company owed $405,987 and $324,850 respectively
to Marino Kulas, the CEO, member of the Board of Directors and Shareholder under
an informal borrowing arrangement.  These loans, made in Canadian
Dollars, are without interest or terms of repayment.  There were no
repayments made under this arrangement during the years ending March 31, 2009
and 2008 respectively.  Interest has been imputed on these notes at
1.5 percent.
 
 The
Company also rents three pieces of equipment on a month to month basis from a
related party.  Rent expense for these items was $103,281 for the year
ending March 31, 2009.  The rental rate paid by the Company to the
related party is felt by management to be a competitive rate.
 
 The CEO
is the 49.9 % minority shareholder of Conforce 1 Container Terminals,
Inc.
 
 The
Company had no sales or purchases to or from TRC during the years ending March
31, 2009 and 2008.
  NOTE 6
– COMMITMENTS
 
 The
Company leases office space under a five year lease which runs through April
2012.  Monthly lease payments are $2,883.
 
 The
Company leases container terminal site space under a lease which originally ran
from April 2004 to March 2007. The lease was renewed in April 2007 for an
additional five year term to March 2012 with monthly lease payments increasing
by $3,514 to $14,641 per month.   In December 2008, the Company
entered into a three year lease for its production and development centre site
space. The monthly payments are $9,350 and will commence in January 2009 and run
until December 2011.
 
 Future
lease commitments are as follows: Fiscal 2009 represents the Company’s fourth
quarter ending March 31, 2009.
 
 Future
commitments;
 
 Fiscal
      2010
                
                $
                322,488Fiscal
      2011
                
                $
                322,488Fiscal
      2012
                
                $
                294,438Fiscal 2013
                
                $
                2,883Fiscal
      2014
                
                $
                0Thereafter
                
                $
                0
 -28-
 Conforce
International, Inc.
 NOTES
TO THE FINANCIAL STATEMENTS March 31, 2009
 March 31,
2009
 NOTE 7 – MINORITY
INTEREST
 
 Minority
interest on the consolidated balance sheets represents the portion of the
shareholders’ equity at the respective year ends not owned by the shareholders
of the Company.
 MinorityInterestMarch 31, 2006
                    
                    $
                    99,588Minority interest in
      income of subsidiary
                    
                    
                    26,972March 31, 2007
                    
                    
                    126,560Minority interest in
      income of subsidiary
                    
                    
                    153,965March 31, 2008
                    
                    
                    280,525Minority interest in
      income of subsidiary
                    
                    
                    180,000March 31, 2009
                    
                    $
                    406,525
 NOTE 8 – BUSINESS
SEGMENTS
 
 The
Company operated in three reportable business segments; Container Terminal,
EKO-FLOR and Administrative.  The Container Terminal operations are
organized as Conforce 1 Container Terminals, Inc., a 50.1% owned subsidiary of
the Company.  The subsidiary is responsible for all container terminal
operations.  EKO-FLOR is organized as Conforce Container Corporation a
100% owned subsidiary of the Company.  This subsidiary is responsible
for the development, manufacturing and marketing of the Company’s EKO-FLOR
product.  Operations to date have been research and
development.  The Administrative operations are the operations of the
parent company Conforce International, Inc.  The operations to date
have been minimal since formation.
 
 Business
Segments –For the Year Ended March 31, 2009
 ContainerTerminals
                
                
                EKO-FLOR
                
                
                ConsolidatedRevenues
                
                $
                1,711,622
                
                
                $
                309,727
                
                
                $
                2,021,389Direct
      cost of Sales
                
                
                831,932
                
                
                
                187,834
                
                
                
                1,019,766Administrative
      – operations
                
                
                494,721
                
                
                
                132,887
                
                
                
                627,608Research
      & development
                
                
                -0-
                
                
                
                277,761
                
                
                
                277,761Depreciation
                
                
                64,248
                
                
                
                -0-
                
                
                
                64,248Income/(Loss)
      FromOperations
                
                $
                320,761
                
                
                $
                (288,755
                )
                
                $
                32,006
 -29-
 Conforce
International, Inc.
 NOTES
TO THE FINANCIAL STATEMENTS March 31, 2009
 March 31,
2009
 Total
Assets, March 31, 2009
  Container
      Terminals
                
                $
                1,719,116EKO-FLOR
                
                
                136,846Inter-company receivable
                
                
                (887,181
                )Consolidated Total Assets
                
                $
                968,781
  ContainerTerminals
                                  
                                  
                                  EKO-FLOR
                                  
                                  
                                  
                                  ConsolidatedRevenues
                                  
                                  $
                                  2,364,945
                                  
                                  
                                  $
                                  -0-
                                  
                                  
                                  $
                                  2,364,945Direct
      cost of Sales
                                  
                                  
                                  293,100
                                  
                                  
                                  
                                  -0-
                                  
                                  
                                  
                                  1,293,100Administrative
      – operations
                                  
                                  
                                  733,891
                                  
                                  
                                  
                                  -0-
                                  
                                  
                                  
                                  733,891Research
      & development
                                  
                                  
                                  -0-
                                  
                                  
                                  
                                  209,437Depreciation
                                  
                                  
                                  30,121
                                  
                                  
                                  
                                  -0-
                                  
                                  
                                  
                                  30,121Income
      (Loss) FromOperations
                                  
                                  $
                                  308,548
                                  
                                  
                                  $
                                  (209,437
                                  )
                                  
                                  $
                                  99,111
 
 Total
Assets, March 31, 2008
 
 Container
      Terminals
                
                $
                1,101,407EKO-FLOR
                
                
                -0-Inter-company
      receivable
                
                
                (461,580
                )Consolidated Total
      Assets
                
                $
                639,827
 
  -30-