SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549










FORM
10-K/A




AMENDMENT NO. 1


TO


x
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(D)OF
      THE SECURITIES ACT OF 1934For
      the fiscal year ended December 31,
2008





OR





o
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(D)OF
      THE SECURITIES ACT OF 1934




Commission
File Number: 000-53514





LIBERATOR, INC.


(Exact
name of registrant as specified in its charter)





Nevada
            
            26-3213475(State
      or other jurisdiction of
            
            (IRS
      Employer Identification No.)Incorporation
      or organization)




2745
Bankers Industrial Dr.


Atlanta,
GA 30360


(Address,
including zip code, of principal executive offices)





(770)
246-6400


(Registrant’s
telephone number, including area code)





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




Title
      of Each Class
            
            Name
      of Each Exchange on Which RegisteredN/A
            
            N/A




Securities
registered pursuant to Section 12(g) of the Act: common stock, $0.0001 par
value per share




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


Yes  ̈ No x




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




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




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




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




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




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes  x  No ̈




Aggregate
market value of the voting common stock held by non-affiliates of the registrant
as of March 31, 2008, was: $0





As of
March 31, 2009, the registrant had 5,000,001 shares of common stock
outstanding.




Documents
incorporated by reference: None.







Index





Part IExplanatory
      Note
                  
                  iCautionary
      Statement Regarding Forward-Looking Statements
                  
                  1Item
      1
                  Business
                  
                  1Item
      1A
                  Risk
      Factors
                  
                  4Item
      1B
                  Unresolved Staff
      Comments
                  
                  8Item
      2
                  Properties
                  
                  8Item
      3
                  Legal
      Proceedings
                  
                  8Item
      4
                  Submission
      of Matters to a Vote of Security Holders
                  
                  8Part IIItem
      5
                  Market
      for Registrant’s Common Equity, Related Shareholder Matters and Issuer
      Purchases of Equity Securities
                  
                  8Item
      6
                  Selected
      Consolidated Financial Data
                  
                  8Item
      7
                  Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                  
                  9Item
      7A
                  Qualitative
      and Quantitative Disclosures about Market Risk
                  
                  10Item
      8
                  Financial
      Statements and Supplementary Data
                  
                  10Item
      9
                  Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
                  
                  10Item
      9A
                  Controls
      and Procedures
                  
                  10Item
      9B
                  Other
      Information
                  
                  11Part IIIItem
      10
                  Directors,
      Executive Officers and Corporate Governance
                  
                  11Item
      11
                  Executive
      Compensation
                  
                  12Item
      12
                  Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                  
                  13Item
      13
                  Certain
      Relationships and Related Transactions, and Director
      Independence
                  
                  13Item
      14
                  Principal
      Accounting Fees and Services
                  
                  14Part IVItem
      15
                  Exhibits
      and Financial Statements Schedules
                  
                  15








EXPLANATORY
NOTE
 
 This
Amendment No. 1 to our annual report on Form 10-K (“Form 10-K/A”) for the fiscal
year ended December 31, 2008 is filed to (i) amend the signature page to the
annual report to include signatures of our principal executive officer, our
principal financial and accounting officer, and a majority of the board of
directors, and (ii) re-file the exhibits required by Item 601(b)(31) of
Regulation S-K ensuring that such exhibits are exactly as those specified in
such item. The
foregoing changes were made in response to a letter from the Commission
dated January 12, 2010. We also made a correction on the cover page to list our
common stock as securities registered pursuant to Section 12(g) of the Act, and
updated the exhibit table under Part IV, Item 15.
  Except as
required to reflect the changes noted above, this Form 10-K/A does not attempt
to modify or update any other disclosures set forth in our annual report on Form
10-K. Additionally, this Form 10-K/A does not purport to provide a general
update or discussion of any other developments of the Company subsequent to the
original filing, except that the Company’s name, address, and telephone
number are updated on the cover page of this Form 10-K/A.  The
filing of this Form 10-K/A shall not be deemed an admission that the original
filing, when made, included any untrue statement of material fact or omitted to
state a material fact necessary to make a statement not misleading.
 
 i




FORWARD-LOOKING
STATEMENTS





Statements
in this report may be “forward-looking statements.” Forward-looking statements
include, but are not limited to, statements that express our intentions,
beliefs, expectations, strategies, predictions or any other statements relating
to our future activities or other future events or conditions. These statements
are based on current expectations, estimates and projections about our business
based, in part, on assumptions made by management. These statements are not
guarantees of future performance and involve risks, uncertainties and
assumptions that are difficult to predict. Therefore, actual outcomes and
results may, and are likely to, differ materially from what is expressed or
forecasted in the forward-looking statements due to numerous factors, including
those described above and those risks discussed from time to time in this
report, including the risks described under “Risk Factors” and any risks
described in any other filings we make with the SEC. Any forward-looking
statements speak only as of the date on which they are made, and we do not
undertake any obligation to update any forward-looking statement to reflect
events or circumstances after the date of this report.





Our
discussion and analysis of our financial condition and results of operations are
based upon our financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States. The preparation
of these financial statements requires us to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses. On an
on-going basis, we evaluate these estimates, including those related to useful
lives of real estate assets, cost reimbursement income, bad debts, impairment,
net lease intangibles, contingencies and litigation. We base our estimates on
historical experience and on various other assumptions that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. There can be no assurance that actual
results will not differ from those estimates.




PART I




ITEM
      1.
            BUSINESS




(a)
Business Development







Remark
Enterprises Inc. (“we”, “us”, “our”, the “Company” or the “Registrant”) was
incorporated in the State of Nevada on October 31, 2007. Since inception, the
Company has been engaged in organizational efforts and obtaining initial
financing. The Company was formed as a vehicle to pursue a business
combination.  The Company has not conducted entered into an agreement
concerning any target business. The business purpose of the Company is to seek
the acquisition of, or merger with, an existing company. The fiscal year end of
the Company is December 31. Our sole officer and director, Lawrence Rothberg,
also serves as the sole officer and director of Remark Acquisition I, Inc. (SEC
File No. 000-53542) and Remark Acquisitions, II Inc. (SEC File No.
000-53546).  Our majority shareholder, Hope Capital, Inc. which is
wholly owned by Curt Kramer, is also the majority shareholder of Remark
Acquisition I, Inc. and Remark Acquisitions, II Inc.  Each of the
Company, Remark Acquisition I, Inc. (SEC File No. 000-53542) and Remark
Acquisitions, II Inc. (SEC File No. 000-53546) are “blank check” companies with
the same business model.  Each of our sole officer and director,
Lawrence Rothberg, and Curt Kramer, sole owner of Hope Capital, Inc., our
majority shareholder, believe that there may be many opportunities for business
combinations with blank check shells as a result of what they believe, without
independent verification or data, that some private companies seeking to access
the public equity markets are resisting non-reporting shell entities in favor or
reporting shell entities which may be a result of certain factors (however, such
factors are merely presumed): (i) the 2008 revisions to Rule 144 of the
Securities Act of 1933 as amended, which limited the application of Rule 144 for
security holders of a former “shell” company and thus prohibited security
holders of a former “shell” company from utilizing Rule 144 to remove
restrictions on transferability of such securities; and (ii) the risks of
utilizing non-reporting shells as highlighted by recent enforcement actions by
the Securities and Exchange Commission (“SEC”) with respect to ‘highjacked”
shell companies. Thus the opportunity for “blank-check” companies and reasons
for creating multiple “blank-check” entities.  Management understands
that private companies do not require a “blank-check” company for accessing the
public equity markets.  Private companies may do so directly by filing
a registration statement with the SEC and responding to any comments of the SEC
until same is declared effective.


(b)
Business of Issuer







The
Company, based on proposed business activities, is a “blank check” company. The
U.S. Securities and Exchange Commission (the “SEC”) defines those companies as
“any development stage company that is issuing a penny stock, within the meaning
of Section 3 (a)(51) of the Exchange Act of 1934, as amended, (the “Exchange
Act”) and that has no specific business plan or purpose, or has indicated that
its business plan is to merge with an unidentified company or companies.” Under
SEC Rule 12b-2 under the Securities Act of 1933, as amended (the “Securities
Act”), the Company also qualifies as a “shell company,” because it has no or
nominal assets (other than cash) and no or nominal operations. Many states have
enacted statutes, rules and regulations limiting the sale of securities of
“blank check” companies in their respective jurisdictions. Except with respect
to discussions regarding possible relationships with registered broker-dealers,
neither Management nor our controlling shareholder, Hope Capital, Inc. intends
to undertake any efforts to cause a market to develop in our securities, either
debt or equity, until we have successfully concluded a business combination. In
the event of a successful conclusion to a business combination, except with
respect to introductions to the then current management of the Company to
registered broker dealers that may or may not assist the Company, neither
current management nor our controlling shareholder, Hope Capital, Inc., intends
to undertake any efforts to cause a market to develop in our securities, either
debt or equity.  The Company intends to comply with the periodic
reporting requirements of the Exchange Act for so long as we are subject to
those requirements.




1


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




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





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




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




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




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




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




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




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




(h) Other
relevant factors.




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





Our sole officer and director, Lawrence
Rothberg, together with Curt Kramer, sole owner of our majority shareholder,
Hope Capital, Inc., will not engage in an organized search for available
business opportunities. They each believe that as registration statement filings
with the Securities and Exchange Commission are available on line at www.sec.gov
and several services (i.e., Edgar-Online.com and freeedgar.com; the Company, Mr.
Rothberg and Mr. Kramer have no relationship with any of the services that
disseminate such filing information.) further disseminate such filing
information directly to their subscribers, potential business opportunities will
contact the Company.  However, Mr. Rothberg and Mr. Kramer have
invested in various public and private ventures and during the course of such
business transactions made contacts with persons that may or may not be
affiliated with potential business opportunities, however, it is not anticipated
nor expected that an entity that either Mr. Rothberg or Mr. Kramer has invested
in will be a potential business opportunity for the Company, although such a
potential business opportunity is not prohibited.  It is not
anticipated nor expected that either Mr. Rothberg or Mr. Kramer will market the
company to any of their investments or to Mr. Rothberg’s
clients.  Neither Mr. Rothberg nor Mr. Kramer has any experience with
acquiring or selling companies, combinations or recapitalizations with
“blank-check” companies or non-shell companies. However, Mr. Rothberg, as an
attorney, has been retained by clients of his to represent them in the purchase,
sale, combination and/or reorganization of companies.  Mr. Rothberg
and Mr. Kramer have invested in various public and private companies in a
minority shareholder or partner capacity and in any case “non-affiliate”
capacity.





2


FORM OF
ACQUISITION





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




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




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




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




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




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





Subsequent
Events.





On April
3, 2009, the Company executed the Stock Purchase and Recapitalization Agreement
by and among the Company, Remark Acquisition, Inc., a Georgia corporation and
wholly owned subsidiary of the Company (the “Subsidiary”), One Up Innovations,
Inc., a Georgia corporation (“OneUp”), and Louis S. Friedman, majority
shareholder of OneUp (the “Merger Agreement”).  The Merger Agreement
provides for the acquisition of OneUp whereby the Subsidiary and OneUp will
merge (the “Merger”) and all of the issued and outstanding common stock of OneUp
will be exchanged for an aggregate of 45,000,000 shares of the Company (90% of
the total issued and outstanding common stock of the Company).  In
addition, all of the issued and outstanding preferred stock of OneUp shall be
exchanged for 4,300,000 shares of preferred stock of the
Company.  Immediately following the consummation of the Merger, OneUp
shall be the surviving corporation, wholly owned by the Company, and all
business operations of the Company shall become the business operations of
OneUp. These actions will result in a change of control of the
Company.





3


The
Merger Agreement contemplates that, in connection with the closing thereof, each
of the current officers and directors of the Company shall resign. Immediately
thereafter, Louis S. Friedman (Chairman of the Board), Don Cohen, and Ronald P.
Scott shall each be appointed to the board of directors of the Company, Louis S.
Friedman shall be appointed Chairman, President and Chief Executive Officer of
the Company, Ronald P. Scott shall be appointed Secretary and Chief Financial
Officer of the Company, and Leslie Vogelman shall be appointed Treasurer of the
Company.





The
Merger Agreement contains customary representations, warranties and covenants of
the Company, the Subsidiary and OneUp, including, among others, a covenants by
each of the Company and OneUp to maintain and keep its property in good
condition, to perform under its agreements and to not enter into material
agreements, issue shares, declare dividends, transfer assets or take other
material actions without the consent of the other parties. The Closing is
conditioned upon, among other items, the simultaneous consummation of a private
offering of shares of common stock of the Company in an amount of at least
$2,500,000 pursuant to Rule 506 of the Securities Act of 1933, as amended (the
“Offering”).  Thus, unless waived by OneUp, the transactions
contemplated by the Merger Agreement will not close unless the Offering (in an
amount of not less than the minimum, $2,500,000) is consummated at the same time
or such closing.  If the Offering is not completed by May 31, 2009 (or
June 15, 2009 if extended by the Company), then the Offering will terminate,
and, by its terms, the Merger Agreement will terminate and the Merger will not
take place.





The
transactions contemplated by the Merger Agreement have been approved by
unanimous vote of the Board of Directors of the Company, the sole shareholder of
the Subsidiary (which is the Company), the Board of Directors of the Subsidiary,
the Board of Directors of OneUp and the shareholders of OneUp.





The
anticipated closing date of the transactions contemplated by the Merger
Agreement is May 15, 2009; provided, however, the closing of the Merger
Agreement is specifically conditioned on the simultaneous consummation of the
Offering.  The Company has engaged New Castle Financial Services LLC
as placement agent for the Offering pursuant to an engagement
letter.





(c)
Reports to security holders.





(1) The
Company is not required to deliver an annual report to security holders and at
this time does not anticipate the distribution of such a report.





(2) The
Company will file reports with the SEC. The Company will be a reporting company
and will comply with the requirements of the Exchange Act.





(3) 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, N.E., Washington, D.C. 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet
site that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC, which can
be found at http://www.sec.gov.





ITEM
      1A.
            RISK
      FACTORS




Investing in our common stock
involves a high degree of risk. You should consider carefully the risks and
uncertainties described below, together with all of the other information in
this report, including the consolidated financial statements and the related
notes appearing at the end of this annual report on Form 10-K, with respect
to any investment in shares of our common stock. If any of the following risks
actually occurs, our business, financial condition, results of operations and
future prospects would likely be materially and adversely affected. In that
event, the market price of our common stock could decline and you could lose all
or part of your investment.





RISKS RELATED TO OUR BUSINESS





An
investment in the Company is highly speculative in nature and involves an
extremely high degree of risk.





There
may be conflicts of interest between our management and our non-management
stockholders.





Conflicts
of interest create the risk that management may have an incentive to act
adversely to the interests of the stockholders of the Company.  A conflict
of interest may arise between our management’s personal pecuniary interest and
its fiduciary duty to our stockholders.





4


In
addition, our management and our majority shareholder is currently involved with
other blank check companies, Remark Acquisition I, Inc. (SEC File No. 000-53542)
and Remark Acquisitions, II Inc. (SEC File No. 000-53546) and in the pursuit of
business combinations, conflicts with such other blank check companies with
which it is, and may in the future become, affiliated, may arise. If we and the
other blank check companies that our management is affiliated with desire to
take advantage of the same opportunity, as each of the Remark entities, the
Company, Remark Acquisition I, Inc. and Remark Acquisitions, II Inc. have
identical capitalization, Hope Capital, Inc. as the majority shareholder and Mr.
Rothberg as their sole officer and director, Mr. Kramer and Mr. Rothberg have
determined that Mr. Rothberg will arbitrarily determine the company that will be
entitled to proceed with the proposed transaction; provided, however, in the
event that a company has incurred expenses with respect to a potential business
opportunity, then that company will proceed with the proposed acquisition. We do
not anticipate any expenses of a target search prior to the identification of an
opportunity as we are not conducting an organized search.





Our
business is difficult to evaluate because we have no operating
history.





As the
Company has no operating history or revenue and only minimal assets, there is a
risk that we will be unable to continue as a going concern and consummate a
business combination. The Company has had no recent operating history nor any
revenues or earnings from operations since inception. We have no significant
assets or financial resources. We will, in all likelihood, sustain operating
expenses without corresponding revenues, at least until the consummation of a
business combination. This may result in our incurring a net operating loss that
will increase continuously until we can consummate a business combination with a
profitable business opportunity. We cannot assure you that we can identify a
suitable business opportunity and consummate a business
combination.





There
is competition for those private companies suitable for a merger transaction of
the type contemplated by management.





The
Company is in a highly competitive market for a small number of business
opportunities which could reduce the likelihood of consummating a successful
business combination. We are and will continue to be an insignificant
participant in the business of seeking mergers with, joint ventures with and
acquisitions of small private and public entities. A large number of established
and well-financed entities, including small public companies and venture capital
firms, are active in mergers and acquisitions of companies that may be desirable
target candidates for us. Nearly all these entities have significantly greater
financial resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination.
Moreover, our sole officer and director, Lawrence Rothberg, together with Curt
Kramer, sole owner of our majority shareholder, Hope Capital, Inc., will not
engage in an organized search for available business opportunities. They each
believe that as registration statement filings with the Securities and Exchange
Commission are available on line at www.sec.gov and several services (i.e.,
Edgar-Online.com and freeedgar.com; the Company, Mr. Rothberg and Mr. Kramer
have no relationship with any of the services that disseminate such filing
information.) further disseminate such filing information directly to their
subscribers, potential business opportunities will contact the
Company.  These factors may reduce the likelihood of our identifying
and consummating a successful business combination.




Future
success is highly dependent on the ability of management to locate and attract a
suitable acquisition.





The
nature of our operations is highly speculative and there is a consequent risk of
loss of your investment. The success of our plan of operation will depend to a
great extent on the operations, financial condition and management of the
identified business opportunity. While management intends to seek business
combination(s) with entities having established operating histories, we cannot
assure you that we will be successful in locating candidates meeting that
criterion. In the event we complete a business combination, the success of our
operations may be dependent upon management of the successor firm or venture
partner firm and numerous other factors beyond our control.





The
Company has no existing agreement for a business combination or other
transaction.





We have
no agreement with respect to engaging in a merger with, joint venture with or
acquisition of, a private or public entity. No assurances can be given that we
will successfully identify and evaluate suitable business opportunities or that
we will conclude a business combination. Management has not identified any
particular industry or specific business within an industry for evaluation. We
cannot guarantee that we will be able to negotiate a business combination on
favorable terms, and there is consequently a risk that funds allocated to the
purchase of our shares will not be invested in a company with active business
operations.





5


Management
intends not to engage in an organized search for a target company which may
adversely impact our ability to identify a suitable acquisition
candidate.




Our sole
officer and director, Lawrence Rothberg, together with Curt Kramer, sole owner
of our majority shareholder, Hope Capital, Inc., will not engage in an organized
search for available business opportunities. They each believe that as
registration statement filings with the Securities and Exchange Commission are
available on line at www.sec.gov and several services (i.e., Edgar-Online.com
and freeedgar.com; the Company, Mr. Rothberg and Mr. Kramer have no relationship
with any of the services that disseminate such filing information.) further
disseminate such filing information directly to their subscribers, potential
business opportunities will contact the Company.  However, Mr.
Rothberg and Mr. Kramer have invested in various public and private ventures and
during the course of such business transactions made contacts with persons that
may or may not be affiliated with potential business
opportunities.  This course of action may adversely impact our ability
to identify and consummate a successful business combination.





The
time and cost of preparing a private company to become a public reporting
company may preclude us from entering into a merger or acquisition with the most
attractive private companies.





Target
companies that fail to comply with SEC reporting requirements may delay or
preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
reporting companies to provide certain information about significant
acquisitions, including certified financial statements for the company acquired,
covering one, two, or three years, depending on the relative size of the
acquisition. The time and additional costs that may be incurred by some target
entities to prepare these statements may significantly delay or essentially
preclude consummation of an acquisition. Otherwise suitable acquisition
prospects that do not have or are unable to obtain the required audited
statements may be inappropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable.




The
Company may be subject to further government regulation which would adversely
affect our operations.





Although
we will be subject to the reporting requirements under the Exchange Act,
management believes we will not be subject to regulation under the Investment
Company Act of 1940, as amended (the “Investment Company Act”), since we will
not be engaged in the business of investing or trading in securities. If we
engage in business combinations which result in our holding passive investment
interests in a number of entities, we could be subject to regulation under the
Investment Company Act. If so, we would be required to register as an investment
company and could be expected to incur significant registration and compliance
costs. We have obtained no formal determination from the SEC as to our status
under the Investment Company Act and, consequently, violation of the Investment
Company Act could subject us to material adverse consequences.





Any
potential acquisition or merger with a foreign company may subject us to
additional risks.





If we
enter into a business combination with a foreign concern, we will be subject to
risks inherent in business operations outside of the United States. These risks
include, for example, currency fluctuations, regulatory problems, punitive
tariffs, unstable local tax policies, trade embargoes, risks related to shipment
of raw materials and finished goods across national borders and cultural and
language differences. Foreign economies may differ favorably or unfavorably from
the United States economy in growth of gross national product, rate of
inflation, market development, rate of savings, and capital investment, resource
self-sufficiency and balance of payments positions, and in other
respects.





There
is currently no trading market for our common stock.





Outstanding
shares of our common stock cannot be offered, sold, pledged or otherwise
transferred unless subsequently registered pursuant to, or exempt from
registration under, the Securities Act and any other applicable federal or state
securities laws or regulations. These restrictions will limit the ability of our
stockholders to liquidate their investment.





The
Company may be subject to certain tax consequences in our business, which may
increase our cost of doing business.





We may
not be able to structure our acquisition to result in tax-free treatment for the
companies or their stockholders, which could deter third parties from entering
into certain business combinations with us or result in being taxed on
consideration received in a transaction. Currently, a transaction may be
structured so as to result in tax-free treatment to both companies, as
prescribed by various federal and state tax provisions. We intend to structure
any business combination so as to minimize the federal and state tax
consequences to both us and the target entity; however, we cannot guarantee that
the business combination will meet the statutory requirements of a tax-free
reorganization or that the parties will obtain the intended tax-free treatment
upon a transfer of stock or assets. A non-qualifying reorganization could result
in the imposition of both federal and state taxes that may have an adverse
effect on both parties to the transaction.





6


Our
business will have no revenues unless and until we merge with or acquire an
operating business.





We are a
development stage company and have had no revenues from operations. We may not
realize any revenues unless and until we successfully merge with or acquire an
operating business.




The
Company intends to issue more shares in a merger or acquisition, which will
result in substantial dilution.





Our
Certificate of Incorporation authorizes the issuance of a maximum of
250,000,000 shares of common stock and a maximum of 10,000,000 shares of
preferred stock. Any merger or acquisition effected by us may result in the
issuance of additional securities without stockholder approval and may result in
substantial dilution in the percentage of our common stock held by our then
existing stockholders. Moreover, the common stock issued in any such merger or
acquisition transaction may be valued on an arbitrary or non-arm’s-length basis
by our management, resulting in an additional reduction in the percentage of
common stock held by our then existing stockholders. Our Board of Directors has
the power to issue any or all of such authorized but unissued shares without
stockholder approval. To the extent that additional shares of common stock or
preferred stock are issued in connection with a business combination or
otherwise, dilution to the interests of our stockholders will occur and the
rights of the holders of common stock might be materially and adversely
affected.





Because
we may seek to complete a business combination through a “reverse merger”,
following such a transaction we may not be able to attract the attention of
major brokerage firms.




Additional
risks may exist since we will assist a privately held business to become public
through a “reverse merger.” Securities analysts of major brokerage firms may not
provide coverage of our Company since there is no incentive to brokerage firms
to recommend the purchase of our common stock. No assurance can be given that
brokerage firms will want to conduct any secondary offerings on behalf of our
post-merger company in the future.





We
cannot assure you that following a business combination with an operating
business, our common stock will be listed on NASDAQ or any other securities
exchange.




Following
a business combination, we may seek the listing of our common stock on NASDAQ or
the American Stock Exchange. However, we cannot assure you that following such a
transaction, we will be able to meet the initial listing standards of either of
those or any other stock exchange, or that we will be able to maintain a listing
of our common stock on either of those or any other stock exchange. After
completing a business combination, until our common stock is listed on the
NASDAQ or another stock exchange, we expect that our common stock would be
eligible to trade on the OTC Bulletin Board, another over-the-counter quotation
system, or on the “pink sheets,” where our stockholders may find it more
difficult to dispose of shares or obtain accurate quotations as to the market
value of our common stock. In addition, we would be subject to an SEC rule that,
if it failed to meet the criteria set forth in such rule, imposes various
practice requirements on broker-dealers who sell securities governed by the rule
to persons other than established customers and accredited investors.
Consequently, such rule may deter broker-dealers from recommending or selling
our common stock, which may further affect its liquidity. This would also make
it more difficult for us to raise additional capital following a business
combination.




There
is no public market for our common stock, nor have we ever paid dividends on our
common stock.





There is
no public trading market for our common stock and none is expected to develop in
the foreseeable future unless and until the Company completes a business
combination with an operating business and such business files a registration
statement under the Securities Act. Additionally, we have never paid dividends
on our common stock and do not presently intend to pay any dividends in the
foreseeable future. We anticipate that any funds available for payment of
dividends will be re-invested into the Company to further its business
strategy.





Authorization
of preferred stock.





Our
Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
of preferred stock with designations, rights and preferences determined from
time to time by its Board of Directors. Accordingly, our Board of Directors is
empowered, without stockholder approval, to issue preferred stock with dividend,
liquidation, conversion, voting, or other rights which could adversely affect
the voting power or other rights of the holders of the common stock. In the
event of issuance, the preferred stock could be utilized, under certain
circumstances, as a method of discouraging, delaying or preventing a change in
control of the Company. Although we have no present intention to issue any
shares of its authorized preferred stock, there can be no assurance that the
Company will not do so in the future.





7




ITEM
      1B.
            UNRESOLVED
      STAFF COMMENTS




Not
applicable


ITEM 2.
              PROPERTIES


The
Company neither rents nor owns any properties. The Company utilizes office space
provided free of charge by Hope Capital Inc., our majority shareholder. The
Company will continue to maintain its offices at this address until the
consummation of a Business Combination, if ever.





The
Company currently has no policy with respect to investments or interests in real
estate, real estate mortgages or securities of, or interests in, persons
primarily engaged in real estate activities.




ITEM
      3.
            LEGAL
      PROCEEDINGS





None.




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





None.




PART II





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





(a)
Market Information. The Company’s Common Stock is not trading on any stock
exchange. The Company is not aware of any market activity in its stock since its
inception and through the date of this filing.





(b)
Holders. As of March 31, 2009, there were two record holders of all of the
shares of the Company’s issued and outstanding Common Stock.





(c)
Dividends. The Company has not paid any cash dividends to date and does not
anticipate or contemplate paying dividends in the foreseeable future. It is the
present intention of management to utilize all available funds for the
development of the Company’s business.





(d) Securities Authorized for Issuance
under Equity Compensation Plans.  None.








ITEM
      6.
            SELECTED
      FINANCIAL DATA





8




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




The
Company was organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. The fiscal year end of the Company is
December 31.  Our principal business objective for the next 12 months
and beyond such time will be to achieve long-term growth potential through a
combination with a business rather than immediate, short-term earnings. The
Company will not restrict our potential candidate target companies to any
specific business, industry or geographical location and, thus, may acquire any
type of business.




The
Company does not currently engage in any business activities that provide cash
flow. It is anticipated and expected that the costs of investigating and
analyzing business combinations for the next 12 months and beyond such time will
be paid with money advanced to the Company by either our sole officer and
director, Lawrence Rothberg, or our majority shareholder, Hope Capital,
Inc.  We have no agreement with either Mr. Rothberg or Hope Capital,
Inc with respect to such advances and have not as of yet negotiated the terms of
such advances.




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




(i)
            filing
      of Exchange Act reports, and(ii)
            costs
      relating to consummating an
acquisition.




We
estimate the costs of filing Exchange Act report for the next twelve (12) months
to be as follows: (i) auditor: $10,000; (ii) attorneys: $20,000; and (iii)
financial printer, annual shareholder meeting and miscellaneous: $10,000. We
believe we will be able to meet these costs through use of funds advanced to the
Company by either our sole officer and director, Lawrence Rothberg, or our
majority shareholder, Hope Capital, Inc., and through deferral of fees by
certain service providers.  We have no agreement with either Mr.
Rothberg or Hope Capital, Inc with respect to such advances and have not as of
yet negotiated the terms of such advances.





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





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




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




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




9


Off-Balance
Sheet Arrangements





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




ITEM
      7A.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





The
response to this item is included in “Item 7. Management’s Discussion and
Analysis of Financial Condition and Results of Operations”







ITEM
      8.
            FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA




The
financial statements required to be included in this report appear as indexed in
the appendix to this report beginning on page F-1.




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





None.





ITEM
      9A.
            CONTROLS
      AND PROCEDURES





Evaluation of Disclosure Controls and
Procedures





Our
management (Chief Executive and Financial Officer (Mr. Rothberg) carried out an
evaluation of the effectiveness of the Company’s disclosure controls and
procedures as of December 31, 2008. Based upon that evaluation, the Company’s
Chief Executive and Financial Officer concluded the Company’s disclosure
controls and procedures were effective to ensure that information required to be
disclosed by us in reports that we file or submit under the Securities Exchange
Act of 1934 is recorded, processed, summarized and reported within the time
periods specified in the rules and forms of the Securities and Exchange
Commission.




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





Management
assessed our internal control over financial reporting as of December 31, 2008,
the end of our fiscal year. In making this assessment, management used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in “Internal Control – Integrated
Framework.”





Based on
our assessment, management has concluded that our internal control over
financial reporting was effective as of December 31, 2008 to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external reporting purposes in accordance with
U.S. generally accepted accounting principles.





There has
not been any change in our internal control over financial reporting in
connection with the evaluation required by Rule 13a-15(d) under the
Exchange Act that occurred during the year ended December 31, 2008 that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.





Inherent
Limitations on Effectiveness of Controls





Internal
control over financial reporting has inherent limitations. Internal control over
financial reporting is a process that involves human diligence and compliance
and is subject to lapses in judgment and breakdowns resulting from human
failures. Internal control over financial reporting also can be circumvented by
collusion or improper management override. Because of such limitation, there is
a risk that material misstatements will not be prevented or detected on a timely
basis by internal control over financial reporting. However, these inherent
limitations are known features of the financial reporting process. Therefore, it
is possible to design into the process safeguards to reduce, though not
eliminate, this risk. (This annual report does not include an attestation report
of our registered public accounting firm regarding internal control over
financial reporting. Management’s report regarding internal controls over
financial reporting was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management’s report in this annual
report.).




10
 
  ITEM 9B.
                OTHER
INFORMATION


Not
applicable.




PART III





ITEM
      10.
            DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE





Our
officers and directors and additional information concerning them are as
follows:




NAME
            
            AGE
            
            POSITIONLawrence
      Rothberg
            
            76
            
            President,
      Director





Lawrence Rothberg, President
and Director




Mr.
Rothberg has served as President and Director of the Company since December 15,
2007.  Since 1998, Mr. Rothberg, an attorney, has been engaged in
private investment specializing in commercial and residential real estate
investments as well as equity and debt investments in private and public
companies for his own account. For each of the last five years, Mr. Rothberg has
been self employed.  For the period beginning on October 2005 through
the present, Mr. Rothberg has served as sole owner, officer and director of
Jabro Funding Corp., a firm that invests in primarily in commercial and
residential real estate for its own behalf as owner and landlord.  Mr.
Rothberg received his Bachelors of Legal Letters from Brooklyn Law School in
1959.





The term
of office of each director expires at our annual meeting of stockholders or
until their successors are duly elected and qualified. Our director is not
compensated for serving as a member of our board of directors. Officers serve at
the discretion of the board of directors. Currently Mr. Rothberg is the sole
officer and director of the Company.





B.
Significant Employees. None.





C. Family
Relationships.  None.





D.
Involvement in Certain Legal Proceedings. There have been no events under any
bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or
decrees material to the evaluation of the ability and integrity of any director,
executive officer, promoter or control person of Company during the past five
years.





E. Prior
Blank Check Company Experience





As
indicated below, our management also serves as sole officer and sole director
of; and our majority shareholder, Hope Capital, Inc., is the majority
shareholder of:




Name
            
            Filing
      Date
              Registration
              Statement
            
            Operating
              Status
            
            SEC
      File
              Number
            
            Pending
              Business
              Combinations
            
            Additional InformationRemark
      Acquisition I, Inc.
              
              
              Remark
      Acquisition II, Inc.
              (collectively,  together
      with Remark Acquisition I, Inc. the
              “Remark
      Acquisition Entities”)
            
            December
      30, 2008
              
              
              January
      5, 2009
            
            Pending
              
              
              Pending
            
            000-53542
              
              
              000-53546
            
            None
              
              
              None
            
            Lawrence
      Rothberg has served as President and sole director of the Remark
      Acquisition Entities since inception; and as President and sole director
      of the Company since December 15, 2007. Hope Capital, Inc. is the majority
      shareholder of the Remark Acquisition Entities and the Company since
      inception.




11


G.
Promoters and control persons.





With
respect to Hope Capital Inc. and its sole owner, Curt Kramer, no events
enumerated in paragraphs (f)(1) through (f)(6) of Regulation S-K have occurred
during the past five years and that are material to a voting or investment
decision.





Curt Kramer, President,
Director and Sole Owner of Hope Capital, Inc. (our majority
shareholder).




Mr.
Kramer serves as President, Director and Sole Owner of Hope Capital, Inc. and
has done so since its inception in August 2003.  Hope Capital is
engaged in equity and debt investments in private and public companies as well
as real estate investments for its own account.  Hope Capital is the
majority shareholder of each of the Company, Remark Acquisitions 1, Inc. and
Remark Acquisitions II Inc.  Mr. Kramer is President, Director and
Sole Owner of Mazuma Holding Inc. and has served in such capacity since its
inception in June 2007.  Mazuma Holding Inc. is engaged in equity and
debt investments in private and public companies as well as real estate
investments for its own account. Mr. Kramer is President, Director and Sole
Owner of Mazuma Corp. and has served in such capacity since its inception in
January 2006.   Mazuma Corp. is engaged in equity and debt
investments in private and public companies as well as real estate investments
for its own account. Mr. Kramer also owns several other companies that are
engaged in the same types of operations for each of their own account. Hope
Capital is the majority shareholder of each of the Company, Remark Acquisitions
1, Inc. and Remark Acquisitions II Inc.  Mr. Kramer received his
Bachelors of Arts and Sciences from New York University in 1996.





Section
16(a) Beneficial Ownership Compliance.





Section
16(a) of the Securities Exchange Act of 1934, as amended, requires our executive
officers and directors and persons who own more than 10% of a registered class
of our equity securities to file with the Securities and Exchange Commission
initial statements of beneficial ownership, reports of changes in ownership and
annual reports concerning their ownership of the our common stock and other
equity securities, on Form 3, 4 and 5 respectively. Executive officers,
directors and greater than 10% shareholders are required by the Securities and
Exchange Commission regulations to furnish our company with copies of all
Section 16(a) reports they file. Based solely on our review of the copies of
such reports received by us, and on written representations by our officers and
directors regarding their compliance with the applicable reporting requirements
under Section 16(a) of the Exchange Act, we believe that, with respect to the
fiscal year ended December 31, 2009, our officers and directors, and all of the
persons known to us to own more than 10% of our common stock, did file all
required reports on a timely basis; as we were not a reporting company during
2008.





Code
of Ethics.





We
currently do not have a code of ethics. Upon consummation of a business
combination, we intend to adopt a code of ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer or
controller or persons performing similar functions.





Board
Committees and Designated Directors.





The board
of directors is currently composed of one individual and we do not have any
committees. It is intended that the board of directors will establish an Audit
Committee upon the consummation of a business combination. The board of
directors will take all reasonable actions to ensure that one of the members of
the Audit Committee will be an “audit committee financial expert,” as such term
is defined in the rules of the Securities and Exchange Commission. We will
evaluate establishing such committees in the future.


ITEM
      11.
              EXECUTIVE
      COMPENSATION





The Company’s (current: Mr. Rothberg and former: Mr. Kramer)
officer or director has not received any remuneration (cash or otherwise) since
inception. The Officer will not receive any remuneration upon completion of the
offering until the consummation of an acquisition. No remuneration of any nature
has been paid for or on account of services rendered by a director in such
capacity. The officer and director does not intend to devote more than a few
hours a week to our affairs.




12


It is
possible that, after the Company successfully consummates a business combination
with an unaffiliated entity, that entity may desire to employ or retain one or a
number of members of our management for the purposes of providing services to
the surviving entity. However, the Company has adopted a policy whereby the
offer of any post-transaction employment to members of management will not be a
consideration in our decision whether to undertake any proposed
transaction.




No
retirement, pension, profit sharing, stock option or insurance programs or other
similar programs have been adopted by the Company for the benefit of its
employees.




There are
no understandings or agreements regarding compensation our management will
receive after a business combination that is required to be included in this
table, or otherwise.





The
Company does not have a standing compensation committee or a committee
performing similar functions, since the Board of Directors has determined not to
compensate the officers and directors until such time that the Company completes
a reverse merger or business combination.





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





The
following table sets forth, as of March 31, 2009, the number of shares of Common
Stock owned of record and beneficially by executive officers, directors and
persons who hold 5% or more of the outstanding Common Stock of the
Company.





Name
      and Address
            
            Amount
      and Nature of
              Beneficial
      Ownership
            
            Percentage
      of ClassHope
      Capital Inc. (1)
              1
      Linden Place, Suite 207
              Great
      Neck, NY  11021
            
            4,750,001
            
            95%Lawrence
      Rothberg (2)
              1
      Linden Place, Suite 207
              Great
      Neck, NY  11021
            
            250,000
            
            5%All
      Officers and Directors as a group (1 individuals)
            
            250,000
            
            5%





(1)
            Hope
      Capital Inc. is wholly owned by Curt Kramer, Mr. Kramer was the former
      sole officer and director of the Company for the period of inception
      October 2007 to December 15, 2007.(2)
            Lawrence
      Rothberg is the sole officer and director of the
  Company.




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





The
Company utilizes office space provided free of charge by Hope Capital Inc., our
majority shareholder. The Company will continue to maintain its offices at this
address until the consummation of a Business Combination, if
ever.  The Company received a capital contribution of $6,325 from Hope
Capital Inc., our majority shareholder, for professional fees and incorporation
related expenses.





The
Company issued 5,000,000 shares of Common Stock on November 10, 2008, to Hope
Capital Inc. (4,750,000 shares) and Lawrence Rothberg (250,000 shares), for an
aggregate purchase price of $3,000.00 (Hope Capital $2,850.00 for 4,750,000
shares; Lawrence Rothberg $150.00 for 250,000 shares). The Company issued 1
share to Hope Capital Inc. on October 31, 2007 for a purchase price of
$175.00.  The Company sold these shares of Common Stock under the
exemption from registration provided by Section 4(2) of the Securities
Act.





13


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





Corporate
Governance and Director Independence.





The
Company has not:





*
            established
      its own definition for determining whether its directors and nominees for
      directors are “independent” nor has it adopted any other standard of
      independence employed by any national securities exchange or inter-dealer
      quotation system, though our current director would not be deemed to be
      “independent” under any applicable definition given that he is an officer
      of the Company; nor





*
            established
      any committees of the board of
directors.





Given the
nature of the Company’s business, its limited stockholder base and the current
composition of management, the board of directors does not believe that the
Company requires any corporate governance committees at this
time.  The board of directors takes the position that management of a
Target Business will establish committees that will be suitable for its
operations after the Company consummates a Business Combination.





Except as
otherwise indicated herein, there have been no other related party transactions,
or any other transactions or relationships required to be disclosed pursuant to
Item 404 and Item 407(a) of Regulation S-K.





ITEM
      14.
            PRINCIPAL
      ACCOUNTING FEES AND
SERVICES




Selection
of the independent public accountants for the Company is made by the Board of
Directors.  The Company’s Board of Directors did not have an Audit
Committee.





The
following table sets forth the aggregate fees billed to us for the years ended
December 31, 2008 and December 31, 2007 by Gruber & Company LLC, our
independent auditors for the years ended December 31, 2008 and December 31,
2007:





2007
            
            
            2008Audit
      Fees
            
            $
            3,000.00
            
            
            $
            3,000.00Audit-Related
      FeesTax
      FeesOther
      FeesTotals
            
            $
            3,000.00
            
            
            $
            3,000.00





Audit
fees represent amounts billed for professional services rendered for the audit
of our annual financial statements.  Audit-Related Fees include
amounts billed for professional services rendered in connection with our SEC
filings and discussions with the SEC that occurred during fiscal 2008 for us to
become a fully reporting public company.  Our Board of Directors is of
the opinion that the Audit-Related Fees charged by Gruber & Company LLC were
consistent with Gruber & Company LLC maintaining its independence from
us.





14


PART IV





ITEM
      15.
            EXHIBITS AND
      FINANCIAL STATEMENT
SCHEDULES




(a)
            Financial
      Statements




Report of Independent Registered Public Accounting
      Firm
            
            F-1Audited Balance Sheets as of December 31, 2008 and
      December 31, 2007
            
            F-2Audited Statements of Operations for the Year
      Ended December, 2008 and 2007
            
            F-3Audited Statements of Stockholders’ Equity
      (Deficit) for the Years Ended December 31, 2008, and
      2007
            
            F-4Audited Statements of Cash Flows for the Year
      Ended December 31, 2008 and 2007
            
            F-5Notes to Audited Financial
      Statements
            
            F-6




(b)
            Exhibit
      Index




Exhibit
      Number
            
            Description
      of Exhibit3.1
            
            Certificate
      of Incorporation.*3.2
            
            By-Laws*3.3
            
            Amended
      and Restated Certificate of Incorporation *10.1
            
            Stock
      Purchase and Recapitalization Agreement dated March 31, 2009 and fully
      executed on April 3, 2009 by and among the Company, Remark Acquisition,
      Inc., a Georgia corporation and wholly owned subsidiary of the Company,
      One Up Innovations, Inc., a Georgia corporation (“OneUp”), and Louis S.
      Friedman, majority shareholder of OneUp**10.2
            
            Engagement
      Letter with New Castle Financial Services, dated January 22, 2009
      ***10.3
            
            Amended
      and Restated Engagement Letter with New Castle Financial Services, dated
      April 1, 2009 ****10.4
            
            Amendment
      to Engagement Letter with New Castle Financial Services, dated June 26,
      2009 ****31.1
            
            Certification
      by CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
      ****31.2
            
            Certification
      by CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
      ****32.1
            
            Certification
      of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
      ****32.2
            
            Certification
      of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
      ****








*
            Incorporated
      by reference from Form 10 as filed by the Company on December 3,
      2008.


**
            Incorporated
      by reference from Form 8-K as filed by the Company on April 7,
      2009.***
            Incorporated
      by reference from Amendment No. 4 to Form 10 as filed by the Company on
      June 12, 2009.


****
            Filed
      herewith.





15


SIGNATURES
 
 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
 
 LIBERATOR,
      INC.Date:
      February 4, 2010
                      /s/
      Louis S. FriedmanLouis
      S. Friedman, Chief Executive
Officer
  In
accordance with the Securities Exchange of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.
 
 NAME
                  
                  TITLE
                  
                  DATE/s/
      Louis S. Friedman
                  
                  Chief
      Executive Officer (Principal Executive
                    Officer),
      President, and Director
                  
                  February 4,
      2010Louis
      S. Friedman/s/
      Ronald P. Scott
                  
                  Chief
      Financial Officer (Principal Financial and
                    Accounting
      Officer), Secretary, and Director
                  
                  February 4,
      2010Ronald
      P. Scott




16




GRUBER & COMPANY LLC
 
 REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 The Board
of Remark Enterprises Inc:
 
 We have
audited the accompanying balance sheet of Remark Enterprises Inc. as of December
31, 2008 and 2007 and the related statements of operations, stockholders equity
and cash flows for the periods then ended. 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 audit.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform our audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit 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 audit provides a
reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company as of December 31, 2008
and 2007 and the results of its’ operations and its’ stockholders equity and
cash flows for the periods then ended in conformity with accounting principles
generally accepted in the United States of America.
 
 The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. As discussed in the notes to the financial
statements, the Company has suffered losses.  This raises substantial
doubt about its ability to continue as a going concern. These financial
statements do not include any adjustments that might result from the outcome of
this uncertainty
 
 
 /s/ Gruber
& Company LLC
 Lake St.
Louis Mo 63367
 
 Dated:
April 10, 2009
 
 F-1
 
 REMARK
ENTERPRISES INC.
 BALANCE
SHEETS
 
 December
      31,
              
              
              December
      31,2008
              
              
              2007AssetsCurrent
      Assets:Cash
      and Cash Equivalents
              
              $
              -Marketable
      Securities
              
              
              -Total
      Current Assets
              
              
              -Goodwill
              
              
              -Total
      Assets
              
              $
              -Liabilities
      and Stockholders Equity (Deficit)Accounts
      Payable and Accrued Expenses
              
              $
              -Total
      LiabilitiesStockholders’
      Equity (Deficit):Preferred
      Stock, 10,000,000 authorized, 0 issued @.0001Common
      Stock , 5,000,001 shares authorized, 5,000,001, shares issued and
      outstanding @.0001
              
              
              500Additional
      Paid in Capital
              
              
              9,500
              
              
              
              6,500Subscription
      Receivable
              
              
              -Deficit
      During the development stage
              
              
              (9,500
              )
              
              
              (6,500
              )Total
      Stockholder’s Equity (Deficit)
              
              
              -Total
      Liabilities and Stockholders Equity
              
              $
              -
  The
accompanying notes are an integral part of these financial
statements.
 
 F-2
 
  REMARK
ENTERPRISES INC.
 STATEMENT
OF OPERATIONS
  Year
      ended
              
              
              November
      1, 200712/31/08
              
              
              To
    12/31/07Revenues
              
              $
              -ExpensesStock
      for Services
              
              
              -Professional
      Fees and Licensing costs
              
              
              3,000
              
              
              
              6,500Total
              
              
              3,000
              
              
              
              6,500Loss
      from Operations
              
              
              (3,000
              )
              
              
              (6,500
              )Other
      Income (expense)
              
              
              -Net
      Profit (Loss)
              
              $
              (3,000
              )
              
              
              (6,500
              )Profit
      (Loss) Per Share
              
              $
              (0.004
              )
              
              
              (6,500
              )Weighted
      Average Shares Outstanding
              
              
              833,334
              
              
              
              1
  The
accompanying notes are an integral part of these financial
statements.
 F-3
  Remark
Enterprises Inc.
 Statements
of Stockholders' Equity (Deficit)
 Common
      Stock
              
              
              Subscription
      Receivable
              
              
              
              
              
              RetainedShares
              
              
              Amount
              
              
              
              
              
              Amount
              
              
              APIC
              
              
              Earnings
      (Deficit)
              
              
              TotalBalance,
      October 31, 2007
              
              
              
              
              
              $
              
              
              
              
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              
              
              
              $Shares
      issued for cash and contribution
              
              
              1
              
              
              
              
              
              
              
              -
              
              
              
              
              
              
              
              6,500
              
              
              
              
              
              
              
              6,500Net
      Loss for 2007
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              
              
              
              
              
              
              
              
              (6,500
              )
              
              
              (6,500
              )Balance
      12/31/2007
              
              
              1
              
              
              
              
              
              
              
              -
              
              
              
              -
              
              
              
              6,500
              
              
              
              (6,500
              )
              
              
              -Shares
      issued and net loss
              
              
              5,000,000
              
              
              
              500
              
              
              
              -
              
              
              
              -
              
              
              
              2,500
              
              
              
              (3,000
              )
              
              
              -Balance
      12/31/08
              
              
              5,000,001
              
              
              $
              500
              
              
              
              -
              
              
              $
              -
              
              
              $
              9,000
              
              
              $
              (9,500
              )
              
              $
              -
 
 The
accompanying notes are an integral part of these financial
statements.
  F-4
 
  REMARK
ENTERPRISES INC.
 STATEMENT
OF CASH FLOWS
 For
      the Period Ended2008
              
              
              2007Cash
      Flows from Operating Activities:Net
      Profit (Loss) for Year
              
              $
              (3,000
              )
              
              
              (6,500
              )Adjustments
      to reconcile net loss tocash
      used by operating activitiesShare
      issuance
              
              
              -Changes
      in Assets and LiabilitiesCash
      Provided (Used) By Operations
              
              
              (3,000
              )
              
              
              (6.500
              )Net
      Cash Used by Investing ActivitiesCash
      Provided by Investing ActivitiesNet
      Cash Provided by Financing ActivitiesProceeds
      of Contribution
              
              
              3,000
              
              
              
              6.500Cash
      Used for Financing Activities
              
              
              3,000
              
              
              
              6,500Increase
      (Decrease) in CashCash-BeginningCash-End
              
              
              
              
              
              $Supplemental
      disclosures:Income
      Taxes paid
              
              $
              -Interest
      Expense
              
              $
              -
  The
accompanying notes are an integral part of these financial
statements.
  F-5
 
 REMARK
ENTERPRISES INC.
 NOTES
TO FINANCIAL STATEMENTS
 December
31, 2008
 
 Note
1 – Organization and Significant Accounting Policies
 
 Organization and Line of
Business
 
 Remark
Enterprises Inc. was incorporated in Nevada on November 1, 2007. The company’s
plan is to merge with or acquire an operating business.
 
 Basis of
Presentation
 
 The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America.
  Business
Condition
  These
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
and commitments in the normal course of business. As of December 31, 2008 the
Company had operating losses, and no real business.  The continuation
of the Company is dependent upon improved economic conditions, financial
support, as well as becoming profitable.
  These
conditions raise substantial doubt about the Company's ability to continue as a
going concern. These financial statements do not include any adjustments that
might arise from this uncertainty.
 
 Stock Based
Compensation
 
 SFAS No.
123, “Accounting for Stock-Based Compensation,” establishes and encourages the
use of the fair value based method of accounting for stock-based compensation
arrangements under which compensation cost is determined using the fair value of
stock-based compensation determined as of the date of grant and is recognized
over the periods in which the related services are rendered.  For
stock based compensation the Company recognizes an expense in accordance with
SFAS No. 123 and values the equity securities based on the fair value of the
security on the date of grant.  Stock option awards are valued using
the Black-Scholes option-pricing model.
 
 Use of
Estimates
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting periods. Actual results could differ from these
estimates.
 
 Fair Value of Financial
Instruments
 
 For
certain of the Company’s financial instruments, including cash and cash
equivalents, other current assets, accounts payable, accrued interest and due to
related party, the carrying amounts approximate fair value due to their short
maturities.
 Cash and Cash
Equivalents
 
 For
purposes of the statements of cash flows, the Company defines cash equivalents
as all highly liquid debt instruments purchased with a maturity of three months
or less, plus all certificates of deposit.
 
 F-6
 Concentration of Credit
Risk
 
 Financial
instruments, which potentially subject the Company to concentrations of credit
risk, consist of cash and cash equivalents and accounts receivables. The Company
places its cash with high quality financial institutions and at times may exceed
the FDIC $100,000 insurance limit. The Company extends credit based on an
evaluation of the customer’s financial condition, generally without collateral.
Exposure to losses on receivables is principally dependent on each customer’s
financial condition. The Company monitors its exposure for credit losses and
maintains allowances for anticipated losses, as required.
 
 Impairment of Long-Lived
Assets
 
 SFAS No.
144 requires that long-lived assets to be disposed of by sale, including those
of discontinued operations, be measured at the lower of carrying amount or fair
value less cost to sell, whether reported in continuing operations or in
discontinued operations.  SFAS No. 144 broadens the reporting of
discontinued operations to include all components of an entity with operations
that can be distinguished from the rest of the entity and that will be
eliminated from the ongoing operations of the entity in a disposal transaction.
SFAS No. 144 also establishes a “primary-asset” approach to determine the cash
flow estimation period for a group of assets and liabilities that represents the
unit of accounting for a long-lived asset to be held and used.
 
 Advertising
Costs
 
 Theses
costs are expensed as incurred. During the periods there was no advertising
expense.
 
 Income
Taxes
 
 The
Company has operating losses of $6,500 in its first year of operation and can
carry forward that loss for 15 years. Deferred tax assets have not been
established as it is more likely than not that the future benefit will not be
realized..
 
 Earnings Per
share
 
 The
Company reports earnings (loss) per share in accordance with SFAS No. 128,
“Earnings per Share.” Basic earnings (loss) per share is computed by dividing
income (loss) available to common shareholders by the weighted average number of
common shares available. Diluted earnings (loss) per share is computed similar
to basic earnings (loss) per share except that the denominator is increased to
include the number of additional common shares that would have been outstanding
if the potential common shares had been issued and if the additional common
shares were dilutive. Diluted earnings (loss) per share has not been presented
since the effect of the assumed conversion of options and warrants to purchase
common shares would have an anti-dilutive effect.
 
 Recent Accounting
Pronouncements
  In
December 2007, the FASB issued SFAS No. 141(R), Business Combinations (FAS
141(R)). This Statement provides greater consistency in the accounting and
financial reporting of business combinations. It requires the acquiring entity
in a business combination to recognize all assets acquired and liabilities
assumed in the transaction, establishes the acquisition-date fair value as the
measurement objective for all assets acquired and liabilities assumed, and
requires the acquirer to disclose the nature and financial effect of the
business combination. FAS 141(R) is effective for fiscal years beginning after
December 15, 2008. We will adopt FAS 141(R) no later than the first quarter of
fiscal 2010 and are currently assessing the impact the adoption will have on our
financial position and results of operations.
  In
December 2007, the FASB issued SFAS No. 160. Noncontrolling Interests in
Consolidated Financial Statements (FAS 160). This Statement amends Accounting
Research Bulletin No. 51, Consolidated Financial Statements, to establish
accounting and reporting standards for the noncontrolling interest in a
subsidiary and for the deconsolidation of a subsidiary. FAS 160 is effective for
fiscal years beginning after December 15, 2008. We will adopt FAS 160 no later
than the first quarter of fiscal 2010 and are currently assessing the impact the
adoption will have on our financial position and results of
operations.
  F-7
  In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities, which permits entities to choose to measure at
fair value eligible financial instruments and certain other items that are not
currently required to be measured at fair value. The standard requires that
unrealized gains and losses on items for which the fair value option has been
elected be reported in earnings at each subsequent reporting date. SFAS No. 159
is effective for fiscal years beginning after November 15, 2007. We will adopt
SFAS No. 159 no later than the first quarter of fiscal 2009. We are currently
assessing the impact the adoption of SFAS No. 159 will have on our financial
position and results of operations.
  In
September 2006, the FASB issued SFAS No. 158, Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements
No. 87, 88, 106, and 132(R). SFAS No. 158 requires company plan sponsors to
display the net over- or under-funded position of a defined benefit
postretirement plan as an asset or liability, with any unrecognized prior
service costs, transition obligations or actuarial gains/losses reported as a
component of other comprehensive income in shareholders’ equity. SFAS No. 158 is
effective for fiscal years ending after December 15, 2006. We adopted the
recognition provisions of SFAS No. 158 as of the end of fiscal 2007. The
adoption of SFAS No. 158 did not have an effect on the Company’s financial
position or results of operations.
  In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No.
157 establishes a framework for measuring fair value in generally accepted
accounting principles, clarifies the definition of fair value and expands
disclosures about fair value measurements. SFAS No. 157 does not require any new
fair value measurements. However, the application of SFAS No. 157 may change
current practice for some entities. SFAS No. 157 is effective for financial
statements issued for fiscal years beginning after November 15, 2007, and
interim periods within those fiscal years. We will adopt SFAS No. 157 in the
first quarter of fiscal 2009. We are currently assessing the impact that the
adoption of SFAS No. 157 will have on our financial position and results of
operations.
  In July
2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in
Income Taxes — an interpretation of FASB Statement No. 109 (FIN 48). This
interpretation clarifies the application of SFAS No. 109, Accounting for Income
Taxes, by defining a criterion that an individual tax position must meet for any
part of the benefit of that position to be recognized in an enterprise’s
financial statements and also provides guidance on measurement, derecognition,
classification, interest and penalties, accounting in interim periods,
disclosure and transition. FIN 48 is effective for fiscal years beginning after
December 15, 2006, but earlier adoption is permitted. The Company is in the
process of evaluating the impact of the application of the Interpretation to its
financial statements.
  NOTE
2- COMMON STOCK TRANSACTIONS
  The
Company issued 1 shares of stock for cash of $175 in 2007. The company also
received a contribution from its main shareholder for professional and
incorporation fees of $6,325.
  On
November 10, 2008 the Company issued 5,000,000 shares of its stock for cash of
$3,000.
  F-8