UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549




FORM
10-K/A


(Amendment
No. 1)


ANNUAL
REPORT





PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES AND


EXCHANGE
ACT OF 1934





x ANNUAL REPORT
UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE
ACT OF 1934





For
the fiscal year ended September 30, 2009





OR




o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE
ACT OF 1934





For the
transition period from ________________ to ________________





Commission
File Number 333-155432




CHARTER
      CORPORATE SERVICES INC.(Exact
      name of registrant as specified in its
charter)





COLORADO
            
            26-3302685(State
      of other jurisdiction of incorporation or organization)
            
            (IRS
      Employer Identification Number)






3050
E. Chevy Chase Drive, Glendale, CA 91206


(Address
of principal executive offices)




(818)
434 5244


(Registrant’s
telephone number, including area code)





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





Securities
registered pursuant to Section 12(g) of the Exchange Act: Common Stock, without
par value





Common Stock, Without Par
Value


(Title of
Class)





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





Check
whether the issuer is not required to file reports pursuant to Section 13 or
Section 15(d) of the Exchange Act. Yes xNo o





Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the past 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 xNo o










Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment of this Form 10-K. x





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
            o
            Accelerated filer
            oNon-accelerated filer
              [Do not check if a smaller
      reporting company]
            o
            Smaller reporting company
            x





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





The
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common stock was
sold, or the average and asked price of such common equity, as of September 30,
2009, $6,750.





As of
September 30, 2009 there were 1,500,000 shares of common stock, without par
value, of the registrant outstanding.





CHARTER
CORPORATE SERVICES, INC.





Table
of Contents





PART I
            PageITEM
      1.
            
            DESCRIPTION
      OF BUSINESS
            4ITEM
      1 A.
            
            RISK
      FACTORS
            9ITEM
      2.
            
            DESCRIPTION
      OF PROPERTY
            9ITEM
      3.
            
            LEGAL
      PROCEEDINGS
            10ITEM
      4.
            
            SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
            10PART IIITEM
      5.
            
            MMMARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES
            10ITEM
      6.
            
            SELECTED
      FINANCIAL DATA
            13ITEM
      7.
            
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATION
            13ITEM
      7A.
            
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
            15ITEM
      8.
            
            FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
            16ITEM
      9.
            
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
            17ITEM
      9A(T).
            
            CONTROLS
      AND PROCEDURES
            17ITEM
      9B.
            
            OTHER
      INFORMATION
            17PART IIIITEM
      10.
            
            DIRDIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
            18ITEM
      11.
            
            EXECUTIVE
      COMPENSATION
            21ITEM
      12.
            
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS
            21ITEM
      13.
            
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE
            22ITEM
      14.
            
            PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
            23PART IVITEM
      15.
            
            EXHIBITS
      AND FINANCIAL STATEMENT SCHEDULES
            24SIGNATURES
            25CERTIFICATIONS   EXHIBIT
      31.3CERTIFICATIONS   EXHIBIT
      31.4CERTIFICATIONS   EXHIBIT
      32.3











PART
I





CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS





When used
in this report on Form 10-K (this “Report”), the words “plan,” “estimate,”
“expect,” “believe,” “should,” “would,” “could,” “anticipate,” “may,”
“forecast,” “project,” “pro forma,” “goal,” continues,” “intend,” “seek” and
other expressions that convey uncertainty of future events or outcomes are
intended to identify “forward-looking statements.” We caution readers not to
place undue reliance on any such forward-looking statements, which speak only as
of the date of this Report. While forward-looking statements represent our
management’s best judgment as to what may occur in the future, they are subject
to risks, uncertainties and important factors beyond our control that could
cause actual results and events to differ materially from historical results of
operations and events as well as those presently anticipated or projected. These
factors include, but are not limited to, adverse economic conditions, entry of
new and stronger competitors, capital availability, unexpected costs, and
failure to establish relationships with and capitalize upon access to new
customers. We disclaim any obligations subsequently to revise any
forward-looking statements to reflect events or circumstances after the date of
such statement or to reflect the occurrence of anticipated or unanticipated
events.





ITEM 1.  DESCRIPTION OF
BUSINESS





General





We are a
Colorado corporation organized on September 24, 2002 as Montrose Funding, Inc.
In August 2008, we amended our Articles of Incorporation to change our corporate
name to Charter Corporate Services, Inc. From the date of organization until
August 2008 we did not conduct operations or generate revenues. We are not a
blank check registrant as that term is defined in Rule 419(a)(2) of Regulation C
of the Securities Act of 1933, since we have a specific business plan or
purpose.





Plan
of Operation





We plan
to conduct business providing document formatting and electronic filing services
to companies and others who are required to file reports with the Securities and
Exchange Commission pursuant to the Securities Act of 1933 and Securities
Exchange Act of 1934, and do so through the SEC’s electronic data gathering
analysis and retrieval system, also known as “EDGAR.”





We have
very limited capital resources with which to conduct operations. We have nominal
capital and our business expenses are being financed by an unsecured line of
credit provided by our majority stockholder. This line of credit is in the
amount of $30,000 and matures 24
months from the date on which the Loan Agreement was executed, August 16,
2008. As of September 30, 2009, we have drawn down $9,368 of the line of
credit. There is no assurance that we will be able to meet our obligations to
repay drawings and accrued interest under the line of credit when
due.





We intend
to raise additional capital from unaffiliated third parties to implement our
business plan. Despite the strenuous efforts of Management, to date, we have not
been successful in raising capital. If we are not able to obtain such funds, we
will be unable to commence operations. In this event Management may recommend
our liquidation and dissolution. If this were to occur, there will be a total
loss of stockholder funds.




4





The SEC
requires filers or their agents to file most disclosure information in an
electronic format through EDGAR rather than by historical paper filing. Since
the implementation of this requirement and through EDGAR, filings are submitted
in an electronic format. More recently, they are being submitted in HTML
(hypertext markup language), the language used to create website documents. This
HTML formatting aids the SEC’s analysis of the document and enhances the ease
with which the document may be retrieved by the public through the SEC’s
website. Files in an electronic format are usually sent to the SEC by direct
telecommunications; they may also be delivered on data CD’s. Essentially, EDGAR
allows companies and others to file, and the public to retrieve, disclosure
information electronically, primarily through the SEC’s EDGAR archive found at
http://www.sec.gov.





Utilizing
licensed software, our intended business is to format and convert documents
produced in standard word processing and other computer formats to the EDGAR
format, assemble these documents on behalf of clients, and file them
electronically with the SEC.





Converting
documents to EDGAR for SEC filings can be readily accomplished with the use of
the software, EDGARwizTM, developed by Advanced Computer Innovations, Inc.
Running under Windows 2007, XP, 2000, NT, Me, 98 or 95, this software program
automatically converts documents produced in MS Word, Excel, PowerPoint,
WordPerfect, and MS Works to EDGAR formatting.  No special document
preparation or subsequent editing is needed. The converted files encounter no
validation errors and are ready to be attached to an EDGAR submission and sent
to the SEC. Industry sources are of the opinion that EDGARwizTM software is the
most efficient and cost-effective aid for the formatting of documents for EDGAR
filings.





About
the Securities and Exchange Commission





The SEC
was established in 1933 to oversee the public market for securities and
implement the provisions of the Securities Act of 1933. Since its inception, the
SEC has promulgated regulations for public companies on the predicate of full
disclosure of material facts and circumstances. We are not affiliated with the
United States Securities and Exchange Commission.





Industry
Background





Public
companies and or individuals subject to the mandates of the Securities Act of
1933 and Securities Exchange Act of 1934 are required to file certain reports
with the SEC. Initially, these filings were submitted on paper and available
only in print. In the 1970s, the SEC contracted with an outside business to
create and distribute microfiche copies of filings to designated SEC public
reference rooms. Copies of these documents were available only by photocopying,
through service bureaus such as Disclosure, Inc.





The SEC
recognized the inefficiency and inconvenience of this method of public access as
well as the need to make corporate and financial information readily available
to an increasingly sophisticated investment community. Thus began the
development of an electronic disclosure system in 1983.





By the
Fall of 1984, a pilot system was started for beta test filing with the Divisions
of Corporate Finance and of Investment Management. On July 15, 1992, the
operational EDGAR system was made available to certain filers on a voluntary
basis.





On
February 23, 1993, the SEC issued four releases adopting rules, on an interim
basis. These rules required that most documents processed by the Division of
Corporate Finance and the Division of Investment Management be filed
electronically. These releases contained phased-in schedules to bring filers
onto the EDGAR system, a process that began on April 26, 1993.




5





In
December, 1993, the SEC evaluated EDGAR’s performance over its first six-month
test period. The results were positive, and SEC staff recommended full
implementation.





In May of
1996, the SEC required that certain entities and persons submit such filings
electronically. Paper filings for most forms were no longer permissible. Today,
the EDGAR database has become the repository of corporate information filed with
the SEC.





In May of
1999, the EDGAR system began accepting official documents in HTML.  At
the same time, the SEC began accepting unofficial documents in PDF (portable
document format).  PDF  creates a common look for files,
both on-screen and in print, regardless of the type of computer or printer used,
and without the need for specialized software. This innovation was intended to
make the EDGAR system more user friendly, and made it possible for filers to
supply documents to EDGAR – and therefore the public – as they originally
appeared, with all stylistic and graphic content.





On August
19, 2008, the Securities and Exchange Commission announced proposed changes to
its EDGAR system.  The announcement stated the SEC’s intention to
phase out the EDGAR system and replace it with a new system termed IDEA, an
acronym for Interactive Data Electronic Applications. The proposed new reporting
system will be “ .... [b]ased on a completely new architecture being built from
the ground up, it will at first supplement and then eventually replace the EDGAR
system.”  (SEC press release dated August 19, 2008”). The new system
is slated to be introduced early in 2009. While it is unclear what impact the
IDEA reporting system will have on our operations, the adoption of IDEA could
result in a decrease in the demand for the services we propose to offer. It
could even render our business model obsolete. If the demand for our proposed
business were to decrease or, if our business model is rendered obsolete, this
would materially and negatively affect our business. We have no contingency
plans to become engaged in any other business should our business model be
rendered obsolete by the SEC’s introduction of IDEA.





Our
Market





The
securities of most public companies are quoted and traded on either a national
securities exchange, such as the New York Stock Exchange, the American Stock
Exchange, regional stock exchanges or securities electronic exchanges such as
NASDAQ and the FINRA OTC Bulletin Board. At a minimum, each public company must
file, through the SEC’s EDGAR system, an annual report on Form 10-K and three
quarterly reports on Form 10-Q. Most companies make substantially more filings
because of registration statements, reorganizations, mergers and acquisitions,
name changes, proxy statements, material events of importance to security
holders and a variety of other reasons as required by the federal securities
statutes. Company directors and officers as well as large and/or “control”
stockholders are required to make certain filings upon the occurrence of
specified events.





The
marketplace for electronic filings is significant and highly fragmented. Our
goal is to capture a small portion of the marketplace for these services. We aim
to do so by offering a service that is of exceptional quality and at a price
point that is highly competitive.





Future
Growth Strategy





To build
a client base, we plan to hire independent contractors, commensurate with our
workload requirements, to assist us in providing the EDGAR filing services. As
of the date hereof, we have not had any contact or discussions with and there
are no present plans, proposals, arrangements or understandings with any
independent contractor. The independent contractors duties, terms of engagement,
responsibilities, compensation and provisions for payment shall be set forth in
a work order or the independent contractor agreement, to be prepared by
counsel.




6





Our
Services





We intend
to be a full-service EDGAR filing service provider to public companies and
individuals required to file with the SEC. The scope of our work is expected to
include, but not be limited to, the following:





1.
            Filing
      for EDGAR access codes: Before filers can use the EDGAR system, they must
      be registered on the EDGAR system as filers. We will assist our clients in
      submitting their application to the SEC EDGAR office for registration and
      thereafter communicating filing codes and the like to the client.
      Conversion of documents to EDGAR acceptable format: Most documents are
      created utilizing the more popular word processing software such as,
      Microsoft Word or Word Perfect. We will convert these documents from their
      original format to the EDGAR format in order to file on the EDGAR
      system.




2.
            Client
      approval of the document to be filed with the SEC: After we have converted
      our clients document to the EDGAR format, we will forward by e-mail a
      proof copy and make any revisions or amendments required by the
      client.




3.
            Electronic
      filing or transmission of the document on the EDGAR system: When the final
      proof has been approved, we will file it on  behalf of the
      client.





Document
Preparation and Filing Services





We intend
to offer EDGAR filing services utilizing the traditional text filing format as
well as HTML and PDF. We will strive for a 36 hour turnaround time for documents
submitted to us by e-mail, diskette or any other digital format, and 72 hours
for hard copy or hand-keyed documents.





Our
services will include creating a new client account with us, ensuring that a
client’s filings are “EDGAR-ready,” obtaining client approval of filing
documents, making client edits, transmitting filing documents utilizing the
EDGAR system, and forwarding final filing documents and SEC notifications of
acceptance to our clients.





To make
our clients filing “EDGAR-ready”, we shall convert word processing documents
which were prepared by the client into text, html and/or PDF formats.
Additionally, we will insert required information, such as submission header and
document data. The documents will then be run through computer-based validation
programs, such as EDGARLink, a software program provided for filers and their
agents by the SEC, to check certain required information and conformity to the
EDGAR format.


Upon
client approval of a final draft, complete with all required information, we
will test file the document. Upon written authorization from the client, the
document will be filed live on EDGAR. We will require that written
authorizations are provided to us at least two hours before the document is to
be filed or transmitted live on EDGAR. Shortly after a document is filed or
transmitted, the SEC confirms its acceptance of the document via e-mail. This
confirmation is sent directly to us and we shall forward such confirmation to
our clients, by e-mail, fax or otherwise.





We
believe that most documents will be delivered to us from our clients via e-mail
or computer disk. We do not propose to accept filings submitted in paper format.
We will not be providing typing services or editing services beyond corrections
explicitly requested by our clients. We will not offer any form of legal or
accounting advice.





Our fee
schedule will be based upon the number of pages being filed, the number of
tables or other graphics included, the number and types of formats involved, and
the deadlines imposed by the filer.




7





Distribution
and Marketing Plan





We do not
have any customers. To build our customer base, we will implement a direct mail
campaign using a database of publicly held companies generated using various
criteria (trading exchange, revenues, etc.). Additionally, we will market to law
and accounting firms specializing in securities practices. We will also
undertake an e-mail campaign soliciting business.





Initially,
we will focus our marketing efforts on the smaller public companies with limited
filing needs. We will also focus on those companies which would benefit from
outsourcing their filing requirements. As we grow, hire and train personnel and
can benefit from certain economies of scale, we will target a broader swatch of
the public company marketplace, offering them an opportunity to outsource their
EDGAR filing needs.





Because
of the nature of our business and the improvements in technology, we do not
foresee geographical barriers to our market. Most of our business can be
conducted by mail, fax or e-mail.





We do not
believe that our operations will be influenced by seasonal factors. However, for
many public companies, the fiscal year coincides with the calendar year. As a
result, we believe that a greater percentage of our business will occur around
the deadlines set forth by the SEC for companies filing on a calendar year-end
basis. Such deadlines are forty-five days after the end of each quarter, and
ninety days after a company’s year-end. There can be no assurance that we will
be able to execute our marketing plan successfully.





Sources
and Availability of Raw Materials





We are a
service business. We do not use raw materials and are not dependent upon
suppliers.





Customer
Base





As of the
date hereof, we have no customers. If we are not able to establish a customer
base and generate revenues in the future, we will not be
profitable.





Current
Operations and Administrative Systems





We are
provided by our sole director and officer with an office suite of approximately
300 square feet on a month-to-month basis at no cost. We consider our office
space arrangement adequate at the present time and will reassess our needs based
on the future growth prospects. This agreement was not concluded at arm’s
length.





Research
and Development Activities





Although
our industry relies on the technical knowledge of computers and software, our
operations will not require research and development in the traditional
sense.





Intellectual
Property





Other
than our logo, we do not have any trademarks, patents, licenses, royalty
agreements or other proprietary interest. We own the domain name,
www.chartercorporate.com.  The web-site that will be constructed to
inhabit that URL will be a work of authorship owned by the company.




8





Competitive
Business Conditions





Many
filers or issuers file disclosure reports, prospectuses, registration
statements, and other documents with the SEC utilizing in-house personnel. We
will be competing in this segment of the market by offering savings in cost,
time and logistics to such companies.





Other
filers utilize the services of law firms or outside EDGAR filing service
providers who provide services similar to those we propose. We will compete with
this segment of the market by providing outstanding service, prompt turnaround,
and a competitive cost structure.





A
majority of our competition comes from law firms and outside EDGAR filing
service providers who have substantially greater experience, financial and other
resources than we do. Additionally, there is no assurance that we will be able
to respond favorably to competitive pressures from these
competitors.


We may
also face additional competition in the future as new technologies increase the
simplicity with which filings can be made, thereby making it more difficult for
us to achieve cost savings and other benefits for a client base and potential
customers.





The
barriers to entry into our industry are minimal and may result in continued
competitive pressures.  This too could have unfavorable effects on our
financial performance.





Governmental
Regulations Issues





Operating
as an EDGAR filing service, we are not subject to any industry specific
governmental regulations. We do not foresee the imposition of any future
governmental regulations that would materially impact our business. We could be
wrong.





Employees





As of the
date hereof, we have no employees. In the future, and from time to time, we
expect to employ independent contractors to support our development, technical,
marketing, sales, support and administrative functions. Competition for
qualified personnel in our industry is severe. Our future success will depend in
part on our ability to attract, hire or acquire, train and retain qualified
employees.





Insurance





We do not
maintain any insurance relating to our business or operations.





ITEM
1A.  RISK FACTORS





Not
applicable as the Company is a smaller reporting Company.





ITEM
1B.  Unresolved Staff Comments





None





ITEM
2.  DESCRIPTION OF PROPERTY





We do not
own any property. Our business office is located at 3050 E. Chevy Chase Drive,
Glendale, CA 91206. Our sole director and officer has provided us with shared
office space of approximately 300 square feet and the use of administrative and
technological services and secretarial support at no cost. We consider our
office space arrangement adequate at the present time and will reassess our
needs based on the future growth prospects. This agreement was not concluded at
arm’s length.




9





ITEM
3.  LEGAL PROCEEDINGS





We are
not the subject of any legal proceedings.





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





No
matters were submitted to a vote of security holders through the solicitation of
proxies or otherwise during the fiscal year ended September 30,
2009.








PART
II





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





Market
Information





The
Company’s Common Stock is quoted on the Over-the-Counter Bulletin
Board.





Any
investor who purchases the Company’s Common Stock is not likely to find any
liquid trading market for the Common Stock and there can be no assurance that
any liquid trading market will develop.





The
following table reflects the high and low closing quotations of the Company’s
Common Stock for the fiscal year ended September 30, 2009.





Year
      Ended Sept. 30, 2009
            
            High
            
            
            LowFirst
      quarter
            
            
            N/A
            
            
            
            N/ASecond
      quarter
            
            
            0.05
            
            
            
            0.05Third
      quarter
            
            $
            0.05
            
            
            $
            0.05Fourth
      quarter
            
            $
            0.05
            
            
            $
            0.05




There has
never been a public trading market for any of the Company’s securities other
than its Common Stock.





Section
15(g) of the Securities Exchange Act of 1934





Our
company’s shares are covered by Section 15(g) of the Securities Exchange Act of
1934, as amended that imposes additional sales practice requirements on
broker/dealers who sell such securities to persons other than established
customers and accredited investors (generally institutions with assets in excess
of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouses). For
transactions covered by the Rule, the broker/dealer must make a special
suitability determination for the purchase and have received the purchaser’s
written agreement to the transaction prior to the sale. Consequently, the Rule
may affect the ability of broker/dealers to sell our securities and also may
affect your ability to sell your shares in the secondary market.




10





Section
15(g) also imposes additional sales practice requirements on broker/dealers who
sell penny securities. These rules require a one page summary of certain
essential items. The items include the risk of investing in penny stocks in both
public offerings and secondary marketing; terms important to in understanding of
the function of the penny stock market, such as “bid” and “offer” quotes, a
dealers “spread” and broker/dealer compensation; the broker/dealer compensation,
the broker/dealers duties to its customers, including the disclosures required
by any other penny stock disclosure rules; the customers rights and remedies in
causes of fraud in penny stock transactions; and, the FINRA’s toll free
telephone number and the central number of the North American Administrators
Association, for information on the disciplinary history of broker/dealers and
their associated persons.





Common
Stock





The
Company is authorized to issue 100,000,000 shares of common stock, of which
1,500,000 shares are issued and outstanding. The holders of our common
stock:





*
            have
      equal ratable rights to dividends from funds legally available if and when
      declared by our board of directors;*
            are
      entitled to share ratably in all of our assets available for distribution
      to holders of common stock upon liquidation, dissolution or winding up of
      our affairs;*
            do
      not have preemptive, subscription or conversion rights and there are no
      redemption or sinking fund provisions or rights; and*
            are
      entitled to one non-cumulative vote per share on all matters on which
      stockholders may vote.





Non-cumulative
voting





Holders
of shares of our common stock do not have cumulative voting rights, which means
that the holders of more than 50% of the outstanding shares, voting for the
election of directors, can elect all of the directors to be elected, if they so
choose, and, in that event, the holders of the remaining shares will not be able
to elect any of our directors.





Preferred
Stock





We are
authorized to issue 50,000,000 shares of preferred stock. Our Board of Directors
has the authority, without further action by the stockholders, to issue shares
of preferred Stock in one or more series and to designate the rights,
preferences, privileges and restrictions of each series. The issuance of
preferred stock could have the effect of restricting dividends on the Common
Stock, diluting the voting power of the common stock, impairing the liquidation
rights of the Common stock or delaying or preventing our change of control
without further action by our stockholders. There are no shares of Preferred
stock outstanding nor is there in effect any resolution of Board with respect to
the issuance of such shares.





Warrants





There are
1,500,000 Class A Redeemable Common Stock Warrants issued and outstanding. Each
warrant evidences the right to purchase one share of common stock at $0.10 per
share, during the period commencing on September 10, 2008 and expiring on
September 10, 2010. Of the 2,625,000 shares being registered in this Offering,
1,500,000 shares pertain to the shares issuable upon the exercise of the
aforesaid warrants. We will receive the proceeds from the exercise of the
warrants, up to a maximum of $150,000, if all of the warrants are exercised.
There is no assurance that any warrants will be exercised.




11





We may
call the warrants at any time prior to their exercise, with a notice of call in
writing to the warrantholders of record, giving a 30 day notice of such call.
The call price is $0.001 per warrant. Any warrant so called and neither
exercised nor tendered back to us by the end of the date specified in the notice
shall expire and be void.





Provision
is made in the warrants for adjustment of the price and number of shares of
common stock for purchase in order to protect the holders thereof against
dilution in the event of stock dividend, stock split, reclassification,
reorganization, consolidation or merger. Holders of the warrants, as such, will
not have voting, dividend or other rights of stockholders unless and until their
warrants have been duly exercised and received by us. Thereafter, their rights
shall be proportionate to their common stock holdings.





Control
by Management





Omega
Financial, Inc. (“Omega”) is our largest stockholder and an affiliate. They hold
87.1% of our issued and outstanding shares of common stock. Omega is wholly
owned by the Brooks Family Trust. Our sole director and officer, Patrick C.
Brooks, has contractual voting rights with respect to the shares owned by Omega.
Mr. Brooks is neither a trustee nor a beneficiary of the Brooks Family Trust. By
virtue of his position, Mr. Brooks may be deemed to be the beneficial owner of
these shares. He disclaims beneficial ownership of these shares. As beneficial
owner of these shares, Mr. Brooks has the ability to influence control of our
operations and will have the ability to influence or control substantially all
matters submitted to stockholders for approval, including:





●
            Election
      of the board of directors;





●
            Removal
      of any directors;





●
            Amendment
      of our articles of incorporation or bylaws;
and





●
            Adoption
      of measures that could delay or prevent a change in control or impede a
      merger, takeover or other business
combination.





Mr.
Brooks will thus have substantial influence over our management and affairs and
other stockholders of the Company possess no practical ability to remove
management or effect the operations of the business of the Company. Accordingly,
this concentration of ownership by itself may have the effect of impeding a
merger, consolidation, takeover or other business consolidation, or discouraging
a potential acquirer from making a tender offer for the common
stock.





Dividends





Since
inception, we have not declared or paid any dividends to stockholders. The
declaration of any future  dividends will be at the discretion of our
Board of Directors and will depend on our earnings, if any, capital requirements
and financial position, the general economic conditions, and other pertinent
conditions. Our present intention not to pay any dividends in the foreseeable
future, but rather to reinvest earnings, if any, in our business
operations.




12





Securities
authorized for issuance under equity compensation plans





We have
no equity compensation plans.





Equity
Compensation Plan Information





No
compensation has been paid and no stock options granted to our directors and
officers during the fiscal year.





Recent
Sales of Unregistered Securities





None.





Issuer
Purchases of Equity Securities





None.





Holders





As of
September 31, 2009, there were 39 stockholders of
record.





Stock
Transfer Agent





The
transfer agent for our common stock is Securities Transfer Corporation. Their
address is 2591 Dallas Parkway, Suite 102, Frisco, Texas 75034 and their
telephone number is (469) 633 0101.





ITEM
6.  SELECTED FINANCIAL DATA





As a
smaller reporting company, as defined in Rule 12b-2 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), we are not required to provide the
information required by this item.





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





The
following discussion should be read in conjunction with, and is qualified in its
entirety by, the Financial Statements and the Notes thereto included in this
report. This discussion contains certain forward-looking statements that involve
substantial risks and uncertainties. When used in this report, the words
“anticipate,” “believe,” “estimate,” “expect” and similar expressions as they
relate to the Company’s management or the Company are intended to identify such
forward-looking statements. The Company’s actual results, performance or
achievements could differ materially from those expressed in, or implied by,
these forward-looking statements. Historical operating results are not
necessarily indicative of the trends in operating results for any future
period.





MANAGEMENT’S
PLAN OF OPERATION





Our plan
of operation is to provide document formatting and electronic filing services to
companies and others who are required to file reports with the Securities and
Exchange Commission pursuant to the Securities Act of 1933 and Securities
Exchange Act of 1934, and do so through the SEC’s electronic data gathering
analysis and retrieval system, also known as “EDGAR.”





We do not
have capital sufficient to meet our expected cash requirements, therefore, we
will have to seek loans or equity placements.




13





Despite
the strenuous efforts by Management, no commitments to provide additional funds
have been made by any investors or stockholders. Accordingly, there
can be no assurance that any additional funds will be available to us to cover
our expenses as they may be incurred.





We will
need additional capital to support our proposed future development. We have no
revenues. We have no committed source for any funds as of the date here. No
representation is made that any funds will be available when needed. In the
event funds cannot be raised when needed, we may not be able to carry out our
business plan, may never achieve sales or income, and could fail in business as
a result of these uncertainties.





We have
budgeted $20,000 for the fiscal year ending September 30, 2010. These funds are
allocated to the following: complying with the periodic reporting requirements
of the Securities Exchange Act of 1934; administrative expenses to be used for
indirect expenses to maintain the daily operation of the business, such as
travel expenses, stationary and postage expenses, printing expenses and web site
development.





RESULTS
OF OPERATIONS





Year
ended September 30, 2009 compared to the year ended September 30,
2008





During
the years ended September 30, 2009 and 2008, we did not generate revenues and
our expenses consisted primarily of legal costs, accounting, auditing fees and
the concomitant costs associated with complying with the periodic requirements
of the Securities and Exchange Act of 1934. Our losses were $10,386 in 2009 and
$62,800 in 2008.





LIQUIDITY
AND CAPITAL RESOURCES





As of the date hereof, the
Company has not generated any revenues from business activities as we are yet to
commence operations.





As at
September 30, 2009, we had cash on hand of $32. We are entirely dependent on the
proceeds of a line of credit provided by our majority stockholder. This line of
credit is in the amount of $30,000 and matures 24 months from the date on
which the Loan Agreement was executed, August 16, 2008. As of September
30, 2009, we have drawn down $9,368 of the line of credit. There is no assurance
that we will be able to meet our obligations to repay drawings and accrued
interest under the line of credit when due.





We have
no material commitments for capital expenditures within the next year, however
if operations are commenced, substantial capital will be needed to pay for
development of our website, marketing, sales and start up costs. We estimate
these costs to be $75,000.





OFF-BALANCE
SHEET ARRANGEMENTS





At
September 30, 2009, the Company had no off-balance sheet
arrangements.





CRITICAL
ACCOUNTING POLICIES





Management’s
discussion and analysis of the Company’s financial condition and results of
operations are based upon the Company’s financial statements included elsewhere
in this Annual Report, which have been prepared in accordance with accounting
principles generally accepted in the United States.




14





Estimates





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




Income
Taxes





The
Company has elected to provide for deferred income taxes using the liability
method. Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and the tax effect of net operating loss carry-forwards. A valuation
allowance has been provided as it is more likely than not that the deferred
assets will not be realized.





RECENT
ACCOUNTING PRONOUNCEMENTS





The
Financial Accounting Standards Board has issued FASB 141 (revised 2007). This
Statement applies to all transactions or other events in which an entity (the
acquirer) obtains control of one or more businesses (the acquiree), including
those sometimes referred to as “true mergers” or “mergers of equals” and
combinations achieved without the transfer of consideration, for example, by
contract alone or through the lapse of minority veto rights. The Company has not
yet determined what the effect will be, if any, on their financial
statements.





The
Financial Accounting Standards Board has issued FASB 157,Fair Value Measurements,
which defines fair value, establishes guidelines for measuring fair value and
expands disclosures, effective for the Company starting July 1, 2009. The
Company has not yet determined what the effect will be, if any, on their
financial statements.





SFAS 159,
“The Fair Value Option for Financial Assets and Financial Liabilities—including
an amendment of FASB Statement No. 115” — permits entities to choose to measure
many financial instruments and certain other items at fair value. The objective
is to improve financial reporting by providing entities with the opportunity to
mitigate volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. This Statement is expected to expand the use of fair value
measurement, which is consistent with the Board’s long-term measurement
objectives for accounting for financial instruments. This Statement is effective
as of the beginning of an entity’s first fiscal year that begins after November
15, 2007, and interim periods within those fiscal years. Early adoption is
permitted as of the beginning of a fiscal year that begins on or before November
15, 2007, provided the entity also elects to apply the provisions of FASB
Statement No. 157, “Fair Value Measurements”.





Management
does not believe that any other recently issued, but not yet effective
accounting pronouncements, if adopted, would have a material effect on the
accompanying financial statements.





ITEM
7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





Not
applicable as the Company is a smaller reporting company.




15





Commitments





We do not
have any commitments which are required to be disclosed in tabular form as of
September 30, 2009.





Off-Balance
Sheet Arrangements





As of
September 30, 2009, we have no off-balance sheet arrangements such as
guarantees, retained or contingent interest in assets transferred, obligation
under a derivative instrument and obligation arising out of or a variable
interest in an unconsolidated entity.





ITEM
8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





Index to
Financial Statements





PageRep
      Report of Independent Registered Public Accounting Firm
            F-1Bal  Balance
      Sheet
            F-2Stat Statement
      of Operations
            F-3Stat Statement
      of Stockholders’ Equity
            F-4Stat Statement
      of Cash Flows
            F-5No   Notes
      to the Financial Statements
            F-6


16





THOMAS J.
HARRIS
 CERTIFIED
PUBLIC ACCOUNTANT
 3901
STONE WAY N., SUITE 202
 SEATTLE,
WA  98103
 206.547.6050
 
 
 REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 Board of
Directors
 CHARTER
COPORATE SERVICES, INC
 
 
 We have
audited the balance sheets of CHARTER COPORATE SERVICES, INC as at SEPTEMBER 30,
2009, the statements of earnings and deficit, stockholders’ deficiency and cash
flows the year then ended and the period from inception September 24, 2002 to
September 30, 2009. These financial statements are the responsibility of the
company’s management. Our responsibility is to express an opinion on these
financial statements based on our audit.  The statements for the year
ended September 30, 2008 were audited by other accountants and are included for
comparison purposes only.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  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 CHARTER COPORATE SERVICES, INC a
development stage company, as of September 30, 2009 and the results of its
operations and its cash flows for the periods then ended in conformity with
generally accepted accounting principles accepted in the United States of
America.
 
 The
accompanying financial statements have been prepared assuming that the company
will continue as a going concern.  As discussed in Note 2, the
company’s significant operating losses, working capital deficiency and need for
new capital raise substantial doubt about its ability to continue as a going
concern. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
   
  Thomas J
Harris, CPA
 February
26, 2010
 
 F-1
 
 CHARTER
CORPORATE SERVICES, INC.
 BALANCE
SHEETS
 
 For
      the years ended
                September
      30,2009
              
              
              2008AssetsCurrent
      Assets:Cash
      and Cash Equivalents
              
              $
              32
              
              
              
              1,050Marketable
      Securities
              
              
              -Total
      Current Assets
              
              
              32
              
              
              
              1,050Goodwill
              
              
              -Total
      Assets
              
              $
              32
              
              
              
              -1,050Liabilities
      and Stockholders Equity (Deficit)Accounts
      Payable and Accrued Expenses
              
              $
              -
              
              
              
              -Loan
      Payable-Related Party
              
              
              9,368
              
              
              
              -Total
      Liabilities
              
              
              9,368
              
              
              
              -Stockholders’
      Equity (Deficit):Preferred
      Stock, 50,000,000 authorized, 0 issued , no par value
              
              
              -
              
              
              
              -Common
      Stock, 100,000,000 shares authorized, 1,500,000 shares issued and
      outstanding  no par value
              
              
              -
              
              
              
              -Additional
      Paid in Capital
              
              
              75,000
              
              
              
              75,000Subscription
      Receivable
              
              
              -Deficit
      during the development stage
              
              
              (84,336
              )
              
              
              (73,950
              )Total
      Stockholder’s Equity (Deficit)
              
              
              (9,336
              )
              
              
              1,050Total
      Liabilities and Stockholders Equity
              
              $
              32
              
              
              
              1,050
 
 The
accompanying notes are an integral part of these financial
statements.
 
 F-2
 
 
 CHARTER
CORPROATE SERVICES, INC.
 STATEMENT
OF OPERATIONS
 
 For
      the years ended
                September
      30,
              
              
              From
      inception
                September
      24,
                2002 
      to
                September
      30,2009
              
              
              2008
              
              
              2009Revenues
              
              $
              -
              
              
              $
              -
              
              
              $
              -ExpensesStock
      for Services
              
              
              
              
              
              
              67,000
              
              
              
              67,000General
      & Administration
              
              
              3,119Professional
      Fees and Licensing costs
              
              
              7,267
              
              
              
              6,100
              
              
              
              17,250Total
              
              
              10,386
              
              
              
              73,100
              
              
              
              84,250Loss
      from Operations
              
              
              (10,386
              )
              
              
              (73,100
              )
              
              
              (
      84,250
              )Other
      Income (expense)
              
              
              -
              
              
              
              10,300
              
              
              
              10,300Net
      Profit (Loss)
              
              $
              (10,386
              )
              
              $
              (62,800
              )
              
              $
              (73,950
              )Profit
      (Loss) Per Share
              
              $
              (0.00
              )
              
              $
              (0.04
              )Weighted
      Average Shares Outstanding
              
              
              1,500,000
              
              
              
              1,500,000
  The
accompanying notes are an integral part of these financial
statements
 
 F-3
 
 
 CHARTER
CORPROATE SERVICES, INC.
 Statements
of Stockholders' Equity (Deficit)
  Common
      Stock
              
              
              Subscription
      Receivable
              
              
              
              
              
              Retained
                EarningsShares
              
              
              Amount
              
              
              
              
              
              Amount
              
              
              APIC
              
              
              (Deficit)
              
              
              TotalBalance,
      September 24, 2002
              
              
              -
              
              
              $
              -
              
              
              
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (10,550
              )
              
              
              (10,550
              )Balance,
      September 30, 2003
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (10,550
              )
              
              
              (10,550
              )Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (150
              )
              
              
              (150
              )Balance,
      September 30, 2004
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (10,700
              )
              
              
              (10,700
              )Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (150
              )
              
              
              (150
              )Balance,
      September 30, 2005
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (10,850
              )
              
              
              (10,850
              )Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (150
              )
              
              
              (150
              )Balance,
      September 30, 2006
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (11,000
              )
              
              
              (11,000
              )Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (150
              )
              
              
              (150
              )Balance,
      September 30, 2007
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (11,150
              )
              
              
              (11,150
              )Stock
      issued for services
              
              
              1,340,000
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              67,000
              
              
              
              -
              
              
              
              67,000Stock
      issued for cash
              
              
              160,000
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              8,000
              
              
              
              -
              
              
              
              8,000Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (62,800
              )
              
              
              (62,800
              )Balance,
      September 30, 2008
              
              
              1,500,000
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              75,000
              
              
              
              (73,950
              )
              
              
              1,050Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (10,386
              )
              
              
              (10,386
              )Balance,
      September 30, 2009
              
              
              1,500,000
              
              
              $
              -
              
              
              
              -
              
              
              $
              -
              
              
              $
              75,000
              
              
              $
              (84,336
              )
              
              $
              (9,336
              )
 
 The
accompanying notes are an integral part of these financial
statements.
  F-4
 
  CHARTER
CORPORATE SERVICES, INC.
 STATEMENT
OF CASH FLOWS
  For
      the years ended
                September
      30,
              
              
              From
      Inception September 24, 2002 to September 30,2009
              
              
              2008
              
              
              2009Cash
      Flows from Operating Activities:Net
      Profit (Loss) for Year
              
              $
              (10,386
              )
              
              $
              (62,800
              )
              
              $
              (84,336
              )Adjustments
      to reconcile net loss tocash
      used by operating activitiesShare
      issuance
              
              
              
              
              
              
              67,000
              
              
              
              67,000Changes
      in Assets and LiabilitiesIncrease
      in Accounts Payable
              
              
              9,368
              
              
              
              (10,300)
              
              
              
              9,368Cash
      Provided (Used) By Operations
              
              
              (1,018
              )
              
              
              (6,100
              )
              
              
              (7,968
              )Net
      Cash Used by Investing ActivitiesCash
      Provided by Investing ActivitiesNet
      Cash Provided by Financing ActivitiesProceeds
      of Contribution
              
              
              -
              
              
              
              8,000
              
              
              
              8,000Repayment
      of loan
              
              
              -
              
              
              
              (850)Cash
      Used for Financing Activities
              
              
              -
              
              
              
              7,150
              
              
              
              8,000Increase
      (Decrease) in Cash
              
              
              (1,018
              )
              
              
              1,050
              
              
              
              8,000Cash-Beginning
              
              
              1,050
              
              
              
              -
              
              
              
              -Cash-End
              
              $
              432
              
              
              $
              1,050
              
              
              $
              32Supplemental
      disclosures:Income
      Taxes paid
              
              $
              -
              
              
              $
              -
              
              
              $
              -Interest
      Expense
              
              $
              -
              
              
              $
              -
              
              
              $
              -
  The
accompanying notes are an integral part of these financial
statements.
  F-5
 
  CHARTER
CORPORATE SERVICES, INC.
 NOTES
TO FINANCIAL STATEMENTS
 SEPTEMBER
30, 2009
  NOTE
1 – ORGANIZATION AND SIGNIFICANT ACCOUTNING POLICIES
 
 Organization and Line of
Business
 
 Charter
Corporate Services, Inc. was incorporated in the state of Colorado in September
2002. From that date to June 16, 2008 the company was a wholly owned subsidiary
of Great American Assets, Inc. when it was spun out as a separated enterprise.
The Company is a Development Stage Enterprise as defined by the Statement of
Financial Accounting Standard (“SFAS”) No. 7, whereby 1. planned operations have
not commenced or 2. operations have commenced and revenue has not been realized.
The Company intends to provide document forming and electronic filing services
to companies and others who are required to file reports with the Securities and
Exchange Commission pursuant to the Securities Act of 1933 and 1934 and do so
through the SEC’s electronic data gathering analysis and retrieval system, also
known as EDGAR.
 
 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 September 30, 2009 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.
 
 The
Company has valued the fair price of its stock based upon the price used to
raise money of $0.05 per share. The Company has issued 1,340,000 shares, to the
shareholders of the former parent for consideration of the spin off and has
valued the shares at.$0.05 and recognized an expense of $67,000 which is shown
in the statement of operations.
 
 F-6
 
 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.
  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 $250,000 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 $84,336   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.
 
 F-7
 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.
 
 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
 
 F-8
 
 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 has issued 1,500,000 shares of stock 160,000 shares for cash of $8,000
and 1,340,000 as consideration to the shareholders of the former parent valued
at $0.05 per share for an expense of $67,000.
 
 NOTE
3-COMMITMENTS AND CONTINGENCIES
 
 The
Company thru its majority stockholder has provided the Company with an unsecured
line of credit of $30,000 with interest at 4% per annum. The line of credit
matures on August 16, 2010. At September 30, 2009 the company has drawn $9,368
upon the letter of credit.
 
 NOTE
4-RELATED PARTY TRANSACTIONS
 
 During
the year ended September 30, 2008 the company repaid a related party loan of
$850.
  F-9
 
 ITEM
9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE





On
February 15, 2009, the Company appointed Thomas J. Harris, registered
independent public accountant, as auditor. The Company elected to switch
accountants when it learned that the particular certified public accountant with
whom the Company had previously worked had misrepresented his ongoing
affiliation with the Company's prior accountants, Gruber & Company. 
While there were no disagreements between the Company and Gruber & Company,
LLC, the Company selected a new firm free of this history.





ITEM 9A (T).  CONTROLS AND
PROCEDURES





Evaluation of Disclosure
Controls and Procedures. The Company’s principal executive officer and
principal financial officer, after evaluating the effectiveness of the Company’s
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) on December 31, 2008, have concluded that, based on such
evaluation, the Company’s disclosure controls and procedures were adequate and
effective to ensure that material information relating to the Company, was made
known to them by others within those entities, particularly during the period in
which this Annual Report on Form 10-K was being prepared.





Changes in Internal
Controls. There were no significant changes in the Company’s internal
controls or in other factors that could significantly affect these controls
subsequent to the date of their evaluation, nor were there any significant
deficiencies or material weaknesses in the Company’s internal controls.
Accordingly, no corrective actions were required or undertaken.





Management’s Report on
Internal Control Over Financial Reporting.The Company’s 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. The Company’s internal controls over financial reporting are
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles.





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





The
Company’s management assessed the effectiveness of its internal controls
over financial reporting as of September 30, 2009. Based on the Company’s
assessment, the Company concluded that its internal controls over financial
reporting were effective as of September 30, 2009.





This
annual report does not include an attestation report by the Company’s registered
public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the Company’s registered
public accounting firm pursuant to temporary rules of the SEC that permit the
Company to provide only its management’s report in this Annual
Report.





ITEM
9B. OTHER INFORMATION.





None.




17




PART III





ITEM
10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.





The
following table contains certain information with respect to the Company’s
current directors and executive officers.





Name
            
            Age
            
            PositionPatrick
      C. Brooks
            
            63
            
            Director,
      President, Chief Executive Officer, Chief Financial Officer and
      Secretary





Board
of Directors and Executive Officers





Our sole
director is elected by the board of directors to a term of one year and serves
until his successor is duly elected and qualified, or until he is removed from
office. The board of directors has no nominating, auditing or compensation
committees.





The
following sets forth certain biographical information pertaining to our
directors and officers:





Patrick
C. Brooks, Chairman of the Board, President, Chief Executive Officer, Chief
Financial Officer & Secretary





Mr.
Brooks has served as Chairman of the Board, President, Chief Executive Officer,
Chief Financial Officer and Secretary since our inception in 2002. Since 2002,
he has served as a director and officer of Ascot Funding, Inc., a reporting
company. During the past five years Mr. Brooks has been primarily engaged in
strategic planning for small businesses in an individual capacity and as a
director and officer of Great American Assets, Inc., (“GAA”) a consulting and
investment business. In his individual capacity and as an director and officer
of GAA, he has been involved as a consultant in the areas of company formation
and organization; capital structures and capital formation and the
identification of capital sources; the preparation of financing packages for SBA
loans, bank financing and private investor loans; assisting women-owned,
minority-owned and other qualifying businesses apply for and successfully
complete and receive various federal, state, city, and private sector
certifications. Certification is a process designed to ensure that a business is
actually owned, controlled, and operated by the applicant women, minority or
other qualifying individuals. He has also advised on and recommended to GAA
selected small business investments.





Additionally,
Mr. Brooks serves as a director and or officer of several small businesses
engaged in investing and Internet consumer marketing. These businesses include:
Omega Financial, Inc., (“Omega”) a company holding the business interests of a
family trust. Omega makes small investments in a limited selection of business
opportunities. His responsibilities with Omega are primarily advisory in nature.
He does not devote more than five hours per month to the activities of Omega.
Henry Milbourne & Son, Limited and Blue Capri Limited are companies engaged
in consumer retail ventures. Mr. Brooks serves as a director and officer of both
of these companies. His duties are primarily advisory in nature as a consultant
and administrative to a limited extent insofar as he may serve as an officer of
the company. He does not devote more than four hours per week to either of these
companies.





Mr.
Brooks holds a BA in Business Administration from Ottawa University and MA in
Law from Antioch University, Ohio. He obtained a post graduate Diploma in
Personnel Management from Thames Valley University, England, and is a Graduate
Member of the Institute of Personnel Management, England. Mr. Brooks pursued
graduate studies in Business at Bradford University Business School, England and
at Ottawa University.




18





Within
the last five years:






1.
            There
      have been no bankruptcy petitions filed by or against any business of
      which Mr. Brooks was a general partner or executive officer either at the
      time of the bankruptcy or within two years prior to that
    time.




2.
            He
      has not been convicted in any criminal proceeding; nor is he the subject
      of any pending criminal proceeding.




3.
            He
      has not been subjected to any order, judgment, or decree, not subsequently
      reversed, suspended or vacated, by any court of competent jurisdiction,
      permanently or temporarily enjoining, barring, suspending or otherwise
      limiting his involvement in any type of business, securities or banking
      activities.




4.
            He
      has not been found by any court of competent jurisdiction (in a civil
      action), the SEC, or the Commodity Future Trading Commission to have
      violated a federal or state securities or commodities law (excepting
      situations where any such finding was later reversed, suspended or
      vacated).





Other
than as set forth above, there are no other directors, executive officers or
significant employees of the Company. There are no persons nominated to become
directors of the Company.





Conflicts
of Interests





Mr.
Brooks will devote only a portion of his time to our affairs, estimated to be
not more than 20 hours per week, on average. He pursues other business
activities which occupy a portion of his time each week. In all likelihood,
there will be occasions when the time requirements of our business will conflict
with the demands of his other business activities. Such conflicts may require
that we seek to employ additional personnel. We cannot assure you that we will
be financially able to employ such persons, if required, or that such personnel
will be available or that they can be employed on terms favorable to the
Company.





We do not
have an audit or compensation committee comprised of independent Directors. The
functions that would have been performed by such committees are performed by our
Board of Directors, and this consists of one person. Thus, there is a potential
conflict of interest in that our Director has the authority to determine issues
concerning management compensation - in essence his own compensation - as well
as audit issues - which could involve his own conduct.





All
ongoing and future transactions between us and our director and officer or his
affiliates, including loans made to us by our director and officer and or his
affiliates, will be on terms believed by us to be no less favorable to us than
are available from unaffiliated third parties.





We have
not established a policy for determining how conflicts of interest would be
resolved and we cannot assure you that any conflicts which may arise will be
resolved in our favor.





Board
Committees and Independence





Our board
of directors has not established any committees. We have not, for instance,
established an Audit Committee, a Compensation Committee, a Nominating
Committee, or any other committee performing similar tasks. The functions of
these committees are being undertaken by the entire board as a whole. Because we
do not have any independent directors, our board of directors believes that the
establishment of committees of the board would not provide any benefits to our
company.




19





We do not
have a policy regarding the consideration of any director candidates which may
be recommended by our stockholders, including the minimum qualifications for
director candidates, nor has our board of directors established a process for
identifying and evaluating director nominees. We have not adopted a policy
regarding the handling of any potential recommendation of director candidates by
our stockholders, including the procedures to be followed. Our Board has not
considered or adopted any of these policies as we have never received a
recommendation from any stockholder for any candidate to serve on our board of
directors. Given our relative size and lack of directors and officers insurance
coverage, we do not anticipate that any of our stockholders will make such a
recommendation in the near future. While there have been no nominations of
additional directors proposed, in the event such a proposal is made, all members
of our Board will participate in the consideration of director nominees. Our
director is not an "audit committee financial expert" within the meaning of Item
401(e) of Regulation S-B. In general, an "audit committee financial expert" is
an individual member of the audit committee or Board of Directors
who:




·
            understands
      generally accepted accounting principles and financial
      statements,




·
            is
      able to assess the general application of such principles in connection
      with accounting for estimates, accruals and
  reserves,




·
            has
      experience preparing, auditing, analyzing or evaluating financial
      statements comparable to the breadth and complexity to our financial
      statements,




·
            understands
      internal controls over financial reporting,
and




·
            understands
      audit committee functions.





Our board
of directors is comprised of an individual who was integral to our formation and
who is involved in our day to day operations. While we would prefer our director
be an audit committee financial expert, the individual who has been key to our
development has professional background in finance or accounting. As with most
small, early stage companies, until such time as our company further develops
its business, achieves a stronger revenue base and has sufficient working
capital to purchase directors and officers insurance, we do not have any
immediate prospects to attract independent directors. When we are able to expand
our board of directors to include one or more independent directors, we intend
to establish an Audit Committee of our board of directors. It is our intention
that one or more of these independent directors will also qualify as an audit
committee financial expert.





Director
independence





We are
not subject to the listing requirements of any national securities exchange or
national securities association. As a result, currently, we are not required to
have our board comprised of a majority of “independent directors.” In fact, at
this time, we are not required to have any independent directors on our
board.





Code
of Ethics





We have adopted a code of
ethics applicable to our directors, officers and employees. We believe our code
of ethics is reasonably designed to deter wrongdoing and promote honest and
ethical conduct; provide full, fair, accurate, timely and understandable
disclosure in public reports; comply with applicable laws; ensure prompt
internal reporting of code violations; and provide accountability for adherence
to the code.A copy
of the code of ethics will be provided, without charge, on request to
us.




20





Section
16(A) Beneficial Ownership Reporting Compliance





Section 16(a)
of the Securities Exchange Act of 1934, as amended, requires the Company’s
officers, directors and persons who beneficially own more than ten percent of
the Company’s Common Stock to file reports of ownership and changes in ownership
with the SEC. These reporting persons are also required to furnish the Company
with copies of all Section 16(a) forms they file. No s such reports
were filed with the SEC or with us during the fiscal year ended September 30,
2009 and to the best of our knowledge and belief, no such filings were
warranted.





ITEM
11.  EXECUTIVE COMPENSATION





Our sole
director and officer has not received compensation for his services rendered in
any capacity on our behalf during the years ended September 30, 2009 and
2008.





Director
Compensation





We do not
currently pay any fees to our directors, nor do we pay director’s expenses of
attending board meetings.





Employment
Agreements





We are
not a party to any employment agreements.





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





The
following tables set forth certain information regarding the beneficial
ownership of the Company’s common stock as of September 30, 2009, by the (i)
named executive officers, (ii) all persons, including groups, known to the
Company to own beneficially more than five percent (5%) of the outstanding
common stock, and (iii) all current executive officers and directors as a group.
A person (or group) is deemed to be a beneficial owner of common stock that can
be acquired by such person or group within 60 days from September 30, 2009, upon
the exercise of warrants, options or other rights exercisable for, or
convertible into, common stock. As of September 30, 2009, there were a total of
1,500,000 shares of common stock outstanding and held by 39 stockholders of
record.





21





Except as
otherwise indicated, the address of each of the following persons is c/o Charter
Corporate Services, Inc., 3050 E. Chevy Chase Drive, Glendale, California
91206:





Title
      of Class
              
              Name
      of Beneficial Owner
              
              Amount
      and Natureof
      Beneficial Owner (1)
              
              Percentageof Class(1)Common
      Stock
              
              Omega Financial, Inc.(2)
              
              2,634,000(1)
      (3)
              
              87.1Common
      Stock
              
              All
      executive officers and directors as a group.
              
              2,634,000(1)
      (3)
              
              87.1
  (1)
              Assumes
      3,000,000 shares of common stock issued and outstanding. One-half of these
      shares have been issued and are in the hands of existing stockholders. The
      remaining half is issuable on the exercise of Class A Redeemable Common
      Stock Purchase Warrants (“Warrants”). For the purpose of this table,
      1,317,000 shares of common stock are currently owned and 1,317,000 shares
      are issuable on the exercise of Warrants currently held by Omega
      Financial, Inc. (“Omega”). The shares of common stock underlying the
      Warrants are included herein insofar as Omega has the right to acquire
      these shares within 60 days. This information is provided pursuant to Rule
      13d-3(d)(1)(i) of Regulation 13D.(2)
              Mr.
      Brooks has contractual voting rights with respect to these shares and
      serves as a director of Omega. By virtue of his position, he may be deemed
      to be the beneficial owner of these shares. Mr. Brooks disclaims
      beneficial ownership of these shares.(3)
              Omega
      and Mr. Brooks may be deemed to be “parents” and “promoters” of our
      company, within the meaning of such terms under the Securities Act of
      1933, as amended. There are no other “promoters” of our Company. See Note
      (2) above.





ITEM
13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS





We do not
currently have any formal written policies or procedures for the review,
approval, or ratification of any related party transaction, although we intend
to adopt a related party transaction policy in the future.





Other
than the transactions discussed below, we have not entered into any transaction
nor are there any proposed transactions in which our director, officers,
stockholders or any member of the immediate family of the foregoing had or is to
have a direct or indirect material interest.





We are
substantially dependent on the financial support of Omega Financial, Inc. They
have provided us with an unsecured line of credit in the amount of $30,000. We
have utilized $9,368 of this loan. This loan is provided to us at interest rate
of 4% per annum. The loan will mature 24 months from the date on which the Loan
Agreement was executed, August 16, 2008. Because we are a startup business with
minimal assets, we believe that the Company could not have obtained an unsecured
loan in the amount of $30,000 from an unaffiliated party or, if obtained, the
interest rate would have been significantly greater than 4%. Therefore, the
terms and conditions of the line of credit are deemed to be significantly more
favorable to us that we could have obtained from an unaffiliated party if at
all.





Any
arrangements between Omega and us will not be at arm’s length. They are our
majority stockholder and an affiliate, owning 87.1% of our outstanding shares.
We share a common director. Accordingly, any transaction between Omega and us
may present a conflict of interest. We have not adopted formal policies and
procedures for the resolution of conflicts of interest. We cannot assure you
that any conflict of interests would be resolved in our favor.





Our
director and officer has provided us with an office suite of approximately 300
square feet, on a month-to-month basis, at no cost. This facility includes
shared office space, general administrative services, technological services and
secretarial support, and utilities. There is no written agreement evidencing
this arrangement.




22





ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES





Thomas J.
Harris, CPA , independent registered accounting firm, served as our auditor. The
following table presents fees for professional audit services rendered by Mr.
Harris for the audit and review of the Company’s annual financial statements and
other audit related services for the year ended September 30, 2009:





Fiscal
      Year Ended
              Sept.
      30, 2009Audit
      Fees
            
            $
            4,500Audit-Related
      Fees
            
            $
            -Tax
      Fees
            
            $
            -All
      Other Fees
            
            $
            -Total
            
            $
            4,500





Audit Fees - This
category includes the audit of our annual financial statements, review of
financial statements included in our Quarterly Reports on Form 10-Q and services
that are normally provided by the independent auditors in connection with
engagement for those fiscal years.  This category also includes advice on
audit and accounting matters that arose during, or as a result of, the audit or
the review of interim financial statements.





Audit-Related Fees -
This category consists of assurance and related services by the independent
auditors that are reasonable related to the performance of the audit or review
of our financial statements and are not reported above under "Audit Fees." 
The services for the fees disclosed under this category include consultation
regarding our correspondence with the SEC and other accounting
consulting.





Tax Fees - This
category consists of professional services rendered by our independent auditors
for tax compliance and tax advice.  The services for the fees disclosed
under this category include tax return preparation and technical tax
advice.





All Other Fees - This
category consists of fees for other miscellaneous items.





Policy
on Pre-Approval of Audit and Permissible Non-audit Services of Independent
Auditors





Consistent
with the policies of the SEC pertaining to auditor independence, our Board of
Directors has responsibility for appointing, setting compensation and overseeing
the work of the independent auditor. In recognition of this responsibility, our
Board of Directors has established a policy to pre-approve all audit and
permissible non-audit services provided by the independent auditor.





Prior to
engagement of the independent auditor for the next year’s audit, management will
submit an aggregate of services expected to be rendered during that year for
each of the following four categories of services to the Board of Directors for
approval.





1.  Audit services include
audit work performed in the preparation of financial statements, as well as work
that generally only the independent auditor can reasonably be expected to
provide, including comfort letters, statutory audits, and attest services and
consultation regarding financial accounting and/or reporting
standards.





2.  Audit-Related services
are for assurance and related services that are traditionally performed by the
independent auditor, including due diligence related to mergers and
acquisitions, employee benefit plan audits, and special procedures required to
meet certain regulatory requirements.





3.  Tax services include all
services performed by the independent auditor’s tax personnel except those
services specifically related to the audit of the financial statements, and
includes fees in the areas of tax compliance, tax planning, and tax
advice.





4. Other Fees are
those associated with services not captured in the other
categories.




23





Prior to
engagement, the Board of Directors pre-approves these services by category of
service. The fees are budgeted and the Board of Directors requires the
independent auditor and management to report actual fees versus the budget
periodically throughout the year by category of service. During the year,
circumstances may arise when it may become necessary to engage the independent
auditor for additional services not contemplated in the original pre-approval.
In those instances, the Board of Directors requires specific pre-approval before
engaging the independent auditor.





Our Board
of Directors may delegate pre-approval authority to one or more of its members.
The member to whom such authority is delegated must report, for informational
purposes only, any pre-approval decisions to the Board of Directors at its next
scheduled meeting.


PART
IV





ITEM
15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES





Method of Filing
            
            Exhibit Number
            
            Exhibit TitleIncorporated
      by reference to Exhibit 3.1 to Form S-1 filed on November 18, 2008 (File
      No. 333-155432)
            
            3.1
            
            Articles
      of Incorporation*Incorporated
      by reference to Form S-1 filed on November 18, 2008 (File No.
      333-155432)
            
            3.2
            
            By-Laws*Filed
      herewith
            
            31.3
            
            Rule 13a-14(a)/15d-14(a)
      Certification of Chief Financial OfficerFiled
      herewith
            
            31.4
            
            Rule 13a-14(a)/15d-14(a)
      Certification of Chief Executive OfficerFiled
      herewith
            
            32.3
            
            Section
      1350 Certifications





* Incorporated
by reference to S-1 filed on November 18, 2008.


24





SIGNATURES





In
accordance with Section 13 or 15 of the Exchange Act, the Registrant caused this
Report to be signed on its behalf by the undersigned, thereunto duly
authorized.





Charter
      Corporate Services, Inc.,Dated:
      February 26, 2010
            By:
            /s/Patrick C.
      BrooksPatrick
      C. Brooks
              Director,
      President and Principal Executive OfficerDated:
      February 26, 2010
            By:
            /s/
      Patrick C.
      BrooksPatrick
      C. Brooks
              Director,
      Chief Executive Officer, Principal Accounting Officer and
      Secretary




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





Dated:
      February 26, 2010
            By:
            /s/Patrick C.
      BrooksPatrick
      C. Brooks
              Director,
      President and Principal Executive OfficerDated:
      February 26, 2010
            By:
            /s/
      Patrick C.
      BrooksPatrick
      C. Brooks
              Director,
      Chief Executive Officer, Principal Accounting Officer and
      Secretary





25