UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


____________________________________________________




FORM
10-K





(Mark
One)


x
              ANNUAL
      REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For
The Fiscal Year Ended December 31, 2008




o
              TRANSITION
      REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934






Commission
File No.  333-155178





PR
      COMPLETE HOLDINGS, INC.(Exact
      name of issuer as specified in its charter)Nevada(State
      or other jurisdiction of incorporation or organization)
              (I.R.S.  Employer
      Identification No.)11693
      San Vicente Blvd. #431
                Los
      Angeles, CA
              90049(Address
      of principal executive offices)
              (Zip
      Code)Registrant’s
      telephone number, including area code:(310)
      430-5771




Securities
      registered under Section 12(b) of the Exchange Act:
                None.Securities
      registered under Section 12(g) of the Exchange Act:
                Common
      stock, par value $0.001 per share.(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 o    No x





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





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





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference Part III of this Form 10-K or
any amendment to 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.





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 Act). Yes o   No
x





As of the
last business day of the registrant’s most recently completed second fiscal
quarter, there was no public trading market for our common
stock.





As of
March 20, 2009, the registrant had 1,914,000 shares issued and outstanding,
respectively.





Documents Incorporated by
Reference:


None.
















TABLE
OF CONTENTS




PART
    IITEM
      1.
            DESCRIPTION OF
      BUSINESS
            1ITEM
      2.
            PROPERTIES
            3ITEM
      3.
            LEGAL
      PROCEEDINGS
            3ITEM
      4.
            SUBMISSION OF MATTERS TO A VOTE OF
      SECURITY HOLDERS
            3PART
      IIITEM
      5.
            MARKET FOR REGISTRANT’S COMMON
      EQUITY; RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
      SECURITIES
            3ITEM
      6.
            SELECTED FINANCIAL
      DATA
            3ITEM
      7.
            MANAGEMENT’S DISCUSSION
      AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
            4ITEM
      7A.
            QUANTITATIVE AND QUALITATIVE
      DISCLOSURES ABOUT MARKET RISK
            6ITEM
      8.
            FINANCIAL STATEMENTS AND
      SUPPLEMENTARY DATA
            F-ITEM
      9.
            CHANGES IN AND DISAGREEMENTS WITH
      ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
            7ITEM
      9A.
            CONTROLS AND
      PROCEDURES
            7PART
      IIIITEM
      10.
            DIRECTORS, EXECUTIVE OFFICERS AND
      CORPORATE GOVERNANCE
            7ITEM
      11.
            EXECUTIVE
      COMPENSATION
            8ITEM
      12.
            SECURITY OWNERSHIP OF CERTAIN
      BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
      MATTERS
            9ITEM
      13.
            CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS, AND DIRECTOR INDEPENDENCE
            9ITEM
      14.
            PRINCIPAL ACCOUNTANT FEES AND
      SERVICES
            9PART
      IVITEM
      15.
            EXHIBITS, FINANCIAL STATEMENT
      SCHEDULES
            10SIGNATURE











PART
I


ITEM 1.       DESCRIPTION OF
BUSINESS.




CORPORATE
HISTORY AND STRUCTURE





Our
History





We were
founded as an unincorporated business in September 2006 and became a C
corporation under the laws of the State of Nevada on May 22, 2008. Our initial
operations included organization and incorporation, target market
identification, marketing plans, and capital formation. A substantial portion of
our activities involves developing a business plan and establishing contacts and
visibility in the marketplace. We have generated minimal revenues since
inception. We provides our customers affordable press release services that
establish a professional and easy way to access the latest in press release
designs and distribution techniques online.
 
 Upon
inception we issued 1,000,000 shares to Josh Bender in consideration for
services provided.   On May 27, 2008, Josh Bender sold all the
shares to Chrissy Albice pursuant to a Securities Purchase Agreement. In
September 2008, we completed a private offering in which we sold
914,000 common shares at $0.05 per share in reliance upon the exemption provided
by Rule 506 Regulation D promulgated under the Securities Act of 1933, as
amended (the “Securities Act”).





DESCRIPTION
OF BUSINESS





General





We were
founded as an unincorporated business in September 2006 and became a C
corporation under the laws of the State of Nevada on May 22, 2008. Our initial
operations have included organization and incorporation, target market
identification, marketing plans, and capital formation. A substantial portion of
our activities involved developing a business plan and establishing contacts and
visibility in the marketplace. We have generated minimal revenues since
inception. We provide  our customers affordable press release services that
establish a professional and easy way to access the latest in press release
designs and distribution techniques online.
 
 We
offer our customers affordable professional press release services to
provide a professional and easy way to access the latest in professional press
release designs and distribution techniques online. The centralized delivery of
our range of services opens up new vistas for target clients who have desired
the experience of issuing professional press releases in a convenient form of
access. Our affordable professional press release services help clients avoid
common issues often encountered in the delivery of  press release
services: [1] clients can experience a new level of relaxation ushered in by the
convenience of attaining the professional press release services they need
online – as most similar services are performed in traditional brick and mortar
stores by retailers plagued with overhead and constricted hours of operations,
[2] clients can experience a new level of professional relationships and trust
because most of them will already be familiar with shopping online, or know our
customers, and they know we represent trust, respect, safety, and comfort in
everything we do - we truly understand their needs, and [3] people who might
have been afraid or unable to motivate themselves to visit a traditional PR
enterprise can easily familiarize themselves with our approach online in the
relaxing ambiance of their own home.
 
 We will
offer affordable professional press release services online with limited
overhead, and no inventory. We will take orders and payment from customers
online, and then we will place press releases with our distribution
systems.
  Subscription Online
Marketing
 
 Because
there are many different strategies in online marketing, we will also extend
variations on the theme of affiliate marketing to our partners. For example,
there will be clients who wish to have a continuous and constantly changing
presence on our website, revolving through many offers on a continual
basis. For these affiliate partners, we will offer a subscription
service that enables them to go beyond the placement of a single offer and
engage a dynamic real-time campaign of constantly rotating offers including many
different products.


1






Market
Needs





We
believe there is a massive trend toward the promotion of sophisticated marketing
techniques to boost a company’s image. We hope to capitalize on the growing
awareness of our company’s offering for the small to medium sized business owner
and offer unique service for those who value these offerings the most. We
understand and appreciate the varying perspectives among consumers as
individuals. The needs of our target customers will be well-fulfilled because
using our service is almost like having additional staff without the added
expense of hiring a full time employee. Weunderstand that to
master the fulfillment of our opportunity in this market implies an ongoing
effort to satisfy the industry-related needs of target customers seeking a high
level of quality.




Sourcing
and Fulfillment





We have
begun to envision our operations relatively recently in the form of making plans
for a powerful launch of this plan. We will always be responsible for the
private, in-house sourcing of whatever products and services we offer. We will
fulfill our promises to target consumers from the beginning to the middle to the
end of our transactional relationship. Because of our special
reconceptualization of customer service,wecan be said to have
brought new meaning to the term ‘customer fulfillment’. Any and all aspects of
the term fulfillment have been duly considered for the purpose of assuring both
customers and employees that fulfillment will never be a cause for concern.





Technology





We have
positioned ourselves in such a way as to take full advantage of all the
technology available for our particular industry. Management has determined that
state of the art software and appropriate hardware will be implemented whenever
necessary to ensure proper client fulfillment, as well as business organization.
In particular, the company will be utilizing accounting procedures both off-line
and online to monitor weekly, monthly, quarterly, and annual results of all
aspects of day-to-day operations, e.g. QuickBooks.





Business
Model





We
envision the future in terms of its dominance of the market for press release
services with better service and management in our area. Our business model is
based on classic online retail service dynamics. Our continued growth will be
limited only by our creativity. We will be able to penetrate and redefine the
market for a truly unique online consultancy service by continually
innovating ways to provide unique services to our target market segment. This is
the promise of our business model. Using our expertise to obtain a wide range of
products, then offering these products at affordable rates, is the basis of our
business model. Educating customers in the ways and means of using our service
to enhance their professional image is the human service component of our
business model. And continually finding ways to procure and offer unique
offerings for our target customers will be the never-ending story of our
business.




Competition





We have
done extensive market research to investigate and understand all aspects of the
competition in the press release area. Our management team is fully aware of
major competitorsincluding:





·
            www.vocus.com·
            NetworkSolutions.com


·
            eReleases.com





Werecognize these major
competitors as a prime focus because they have been evaluated using criteria of
price, value, and the target market they serve. This company specifically knows
the advantage it has over competition includesprCompleteprovidinga special kind of
dedicated consultancy in this industry at a level of excellence that exceeds the
performance of the competition.Our study of our
competition has given us a timely perspective on important dynamics in our
target market including the effects of regulatory agencies, apportionment of
market share, pricing strategies, and even the strengths and weaknesses of the
management teams who head up the companies that make up the
competition.




2





Employees





As
of January 6, 2009, we had 1 employee.  We plan to hire more
persons on as-needed basis and also outsource to independent contractors for
such areas as sales, marketing, auditors, tax and other service
needs.  We have not entered into any collective bargaining
agreements. We may provide an employee stock compensation program based on
performance in addition to other benefits such as basic health
insurance.





ITEM 2.       DESCRIPTION OF
PROPERTY.





Our
business office is located at 11693 San Vicente Blvd. #431, Los Angeles, CA
90049.




ITEM 3.       LEGAL
PROCEEDINGS.




To the
best of our knowledge, there are no threatening or pending litigation
proceedings against us.


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




None.




PART
II




ITEM 5.       MARKET FOR COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS.





Market
Information





Our
common stock has traded on the OTC Bulletin Board system under the symbol “PPHI”
since February 17, 2009. However, to date there has been no trading for our
common stock.
 
 Holders
 
 As of
March 20, 2009, in accordance with our transfer agent records, we had 41 record
holders of our common stock.
  Dividends
 
 To date,
we have not declared or paid any dividends on our common stock. We currently do
not anticipate paying any cash dividends in the foreseeable future on our common
stock. Although we intend to retain our earnings, if any, to finance the
development and growth of our business, our Board of Directors will have the
discretion to declare and pay dividends in the future.
  Payment
of dividends in the future will depend upon our earnings, capital requirements,
and other factors, which our Board of Directors may deem relevant.
  Stock Option
Grants
 
 To date,
we have not granted any stock options.





ITEM
6.           SELECTED
FINANCIAL DATA.





Not
applicable.








3


ITEM7.        MANAGEMENT’S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
 
 Overview
of Our Performance and Operations




Our
business





We were
founded as an unincorporated business in September 2006 and became a C
corporation under the laws of the State of Nevada on May 22, 2008. Our initial
operations have included organization and incorporation, target market
identification, marketing plans, and capital formation. A substantial portion of
our activities involves developing a business plan and establishing contacts and
visibility in the marketplace. We have generated minimal revenues since
inception. Our plan is to provide our customers affordable press release
services that establish a professional and easy way to access the latest in
press release designs and distribution techniques online.




Based on
our financial history since inception, our auditor has expressed substantial
doubt as to our ability to continue as a going concern.   As
reflected in the accompanying financial statements, we had an accumulated
deficit of $29,255, a net loss and net cash used in operations of $29,539 and
$7,526 for the year ended December 31, 2008, respectively. These conditions
raise substantial doubt about our ability to continue as a going
concern.




Plan
of Operation





We have
begun limited operations, and require outside capital to implement our business
model.





1.    
 We believe we can begin to implement our business plan to prioritize the 2
market initiatives.





2.     
All business functions will be coordinated and managed by our President Chrissy
Albice and our consultants.





3.      We
intend to support these marketing initiatives by the development of high-quality
marketing materials; a wide spread public relations and advertising program and
an attractive and informative trade and consumer friendly Web site, www.prcomplete.com.





4.      Within
120 days of the initiation of our distribution and marketing campaign, we
believe we will begin to generate expanded revenues from our targeted
distribution approach.





In
summary, we hope to generate increased sales revenues within a reasonable of
time.If we are unable to generate sufficient distribution partners and/or
customers, we may have to reduce, suspend or cease our efforts.  If
our company is forced to cease its previously stated efforts, we do not have
plans to pursue other business opportunities.


Limited
Operating History





We are a
developmental image consultant company enterprise incorporated on May 22,
2008, and as such had minimal operating revenues to date. Further, we have
no significant assets, and no current earnings. The success of our company is
dependent upon the extent to which it will gain market share. All financial
information and financial projections and other assumptions made by us are
speculative and, while based on management's best estimates of projected sales
levels, operational costs, consumer preferences, and the general economic and
competitive health of our company in the image consultant marketplace, there can
be no assurance that we will operate profitably or remain solvent.





Results
of Operations




As of the
year ended December 31, 2008, we had cash on hand of $38,750 and our total
assets were $38,750 while our total liabilities were $22,013.  We
had shareholders’ equity of $16,737.





For the
year ended December 31, 2008, we have a net loss of $29,539 compared to $2,321
in 2007. Our auditor has expressed doubt as to whether we will be able to
continue to operate as a “going concern” due to the fact that the company has
had minimal revenues since 2006 and will need to raise capital to further its
operations. We believe we can satisfy our cash requirements to continue to
operate over the next twelve months even if we are unable to obtain additional
funding or our revenues do not significantly improve. However, we will need to
raise additional funds or generate revenues to pursue our plan of operations.
There is no guarantee that we will be able to raise additional funds and if we
are unsuccessful in raising the funds, we may be forced to close our business
operations.





Liquidity
and Capital Resources





As of
December 31, 2008, we had cash of $38,750.  We believe we can satisfy
our cash requirements for the next twelve months with our current cash based
upon a reduced budget for our plan of operations. However, completion of our
plan of operation is subject to attaining adequate revenue. We cannot
assure investors that adequate revenues will be generated since we have no
contractual rights for projected revenues. In the absence of our projected
revenues, we may be unable to proceed with completing our plan of operations.
However, even without adequate revenues within the next twelve months, we still
anticipate being able to continue our present activities but we will
require financing to potentially achieve our profit, revenue, and growth
goals.




4




We
anticipate that our operational, and general and administrative expenses for the
next 12 months can be limited to a total of approximately $40,000 depending on
the expansion of our business operations. In the event we are not successful in
reaching our initial revenue targets, additional funds may be required, and we
may not be able to proceed with our business plan for the development and
marketing of our core services. Should this occur, we would likely seek
additional financing to support the continued operation of our business. We
anticipate that depending on market conditions and our plan of operations,
we may incur operating losses in the foreseeable future. Therefore, our auditors
have raised substantial doubt about our ability to continue as a going
concern. We may raise additional funds through:





-
            public
      offerings of equity, securities convertible into equity or
      debt,





-
            private
      offerings of securities or debt, or other
  sources.




At this
time, we have not identified any sources of additional financing. Upon
developing a trading market for the common stock we intend to seek additional
sources of financing through hedge funds and/or licensed broker-dealers,
however, given our precarious financial condition and our lack of business, a
trading market may not develop in the foreseeable future.





Given our
history of raising money, there is no guarantee that we will be successful in
obtaining funds through public or private offerings in order to fund our
operations. Our investors should assume that any additional funding will cause
substantial dilution to current stockholders. In addition, we may not be able to
raise additional funds on favorable terms, if at all.





Critical
Accounting Policies





The
discussion and analysis of our financial condition and results of operations are
based upon our financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States. The preparation
of these financial statements requires us to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses, and
related disclosure of contingent assets and liabilities. On an on-going basis,
we evaluate our estimates based on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or
conditions.





A summary
of significant accounting policies is included in Note 2 to the audited
financial statements for the year ended December 31, 2008. Management believes
that the application of these policies on a consistent basis enables us to
provide useful and reliable financial information about our Company's operating
results and financial condition.





Recently
Issued Accounting Pronouncements





On June
5, 2003, the United States Securities and Exchange Commission (“SEC”) adopted
final rules under Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”),
as amended by SEC Release No. 33-8934 on June 26, 2008. Commencing with its
annual report for the year ending December 31, 2009, we will be required to
include a report of management on its internal control over financial reporting.
The internal control report must include a statement





·
            Of
      management’s responsibility for establishing and maintaining adequate
      internal control over its financial
reporting;





·
            Of
      management’s assessment of the effectiveness of its internal control over
      financial reporting as of year end;
and





·
            Of
      the framework used by management to evaluate the effectiveness of our
      internal control over financial
reporting.





5




Furthermore,
in the following year, it is required to file the auditor’s attestation report
separately on our internal control over financial reporting on whether it
believes that we have maintained, in all material respects, effective internal
control over financial reporting.





In
December 2007, the FASB issued FASB Statement No. 141 (Revised 2007)“Business Combinations”
(“SFAS No. 141(R)”), which requires us to record fair value estimates of
contingent consideration and certain other potential liabilities during the
original purchase price allocation, expense acquisition costs as incurred and
does not permit certain restructuring activities previously allowed under
Emerging Issues Task Force Issue No. 95-3 to be recorded as a component of
purchase accounting. SFAS No. 141(R) applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15, 2008, except
for the presentation and disclosure requirements, which shall be applied
retrospectively for all periods presented. We have not determined the effect
that the adoption of SFAS No. 141(R) will have on our financial
results.





In
December 2007, the FASB issued FASB Statement No. 160“Noncontrolling Interests in
Consolidated Financial Statements - an amendment of ARB No. 51” (“SFAS
No. 160”), which causes noncontrolling interests in subsidiaries to be included
in the equity section of the balance sheet. SFAS No. 160 applies prospectively
to business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after December
15, 2008, except for the presentation and disclosure requirements, which shall
be applied retrospectively for all periods presented. We have not determined the
effect that the adoption of SFAS No. 160 will have on our financial
results.





In March
2008, the FASB issued FASB Statement No. 161“Disclosures about Derivative
Instruments and Hedging Activities an amendment of FASB Statement No.
133” (“SFAS No. 161”), which changes the disclosure requirements for
derivative instruments and hedging activities. Pursuant to SFAS No.161, Entities
are required to provide enhanced disclosures about (a) how and why an entity
uses derivative instruments, (b) how derivative instruments and related hedged
items are accounted for under Statement 133 and its related interpretations, and
(c) how derivative instruments and related hedged items affect an entity’s
financial position, financial performance, and cash flows. SFAS No. 161 is
effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008 with early application encouraged. SFAS No.
161 encourages but does not require disclosures for earlier periods presented
for comparative purposes at initial adoption. In years after initial adoption,
this Statement requires comparative disclosures only for periods subsequent to
initial adoption. We do not expect the adoption of SFAS No. 161 to have a
material impact on our financial results.




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





Off-Balance SheetArrangements





We do not
have any off-balance sheet arrangements, financings, or other relationships with
unconsolidated entities or other persons, also known as “special purpose
entities” (SPEs).




ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKETRISK.





Not
applicable because we are a smaller reporting company.





6







ITEM
8.FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA.








PR
COMPLETE HOLDINGS, INC.


December
31, 2008 and 2007
 INDEX
TO FINANCIAL STATEMENTS
 
 
 
 
 Contents
                                                PagesReport
      of Independent Registered Accounting Firm
                                                F-1Balance
      Sheets
                                                F-2Statements
      of Operations
                                                F-3Statement
      of Stockholders’ Equity for the Year Ended December 31,
    2008
                                                F-4Statements
      of Cash Flows
                                                F-5Notes
      to the Financial Statements
                                                F-6











REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
  
 To the
Board of Directors and Stockholders of
 PR
Complete Holdings, Inc.
 Santa
Monica, California
 
 We have
audited the accompanying balance sheets of PR Complete Holdings Inc. (the
“Company”) as of December 31, 2008 and 2007 and the related statement of
operations, stockholders’ equity and cash flows for the years then ended. These
financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
  We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
  In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company as of December 31, 2008
and 2007 and the results of its operations and its cash flows for the years then
ended in conformity with accounting principles generally accepted in the United
States of America.
  The
accompanying financial statements have been prepared assuming that PR Complete
Holdings, Inc. will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has limited financial resources, has limited
revenue and an accumulated deficit all of which raise substantial doubt about
the Company’s ability to continue as a going concern. Management's plans in
regards to these matters are also described in Note 3. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
  
 /s/ Li & Company,
PC
 Li &
Company, PC
 
 Skillman,
New Jersey
 March 18,
2009
  F-1




PR
COMPLETE HOLDINGS, INC.
 Balance
Sheets
 
 ASSETSDecember 31,
                          2008
                        
                        
                        December
      31,
                          2007Current
      Assets:Cash
                        
                        $
                        38,750
                        
                        
                        $
                        576Total
      Current Assets
                        
                        
                        38,750
                        
                        
                        
                        576TOTAL
      ASSETS
                        
                        $
                        38,750
                        
                        
                        $
                        576LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      Liabilities:Accrued
      expenses
                        
                        $
                        22,013
                        
                        
                        $
                        -Total
      Current Liabilities
                        
                        
                        22,013
                        
                        
                        
                        -Stockholders'
      Equity:Preferred
      stock: $0.001 par value; 10,000,000 shares
                          authorized;
      no shares issued or outstanding
                        
                        
                        -
                        
                        
                        
                        -Common
      stock: $0.001 par value; authorized 500,000,000 shares; 1,914,000 and
      1,000,000 shares issued and outstanding, respectively
                        
                        
                        1,914
                        
                        
                        
                        1,000Additional
      paid-in capital
                        
                        
                        44,078
                        
                        
                        
                        (1,000
                        )Accumulated
      deficit
                        
                        
                        (29,255
                        )
                        
                        
                        576Total
      Stockholders’ Equity
                        
                        
                        16,737
                        
                        
                        
                        576TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
                        
                        $
                        38,750
                        
                        
                        $
                        576
 
 See
accompanying notes to financial statements.






F-2




PR
COMPLETE HOLDINGS, INC.
 Statements
of Operations
 
 
 For
      the Year Ended December 31,
                    2008
                  
                  
                  For
      the Year Ended December 31,
                    2007Revenue
                  
                  $
                  2,388
                  
                  
                  $
                  9,722Cost
      of Services
                  
                  
                  174
                  
                  
                  
                  3,190Gross
      profit
                  
                  
                  2,214
                  
                  
                  
                  6,532Operating
      expenses:General
      and administrative
                  
                  
                  6,065
                  
                  
                  
                  8,853Professional
      fees
                  
                  
                  25,688
                  
                  
                  
                  -Total
      operating expenses
                  
                  
                  31,753
                  
                  
                  
                  8,853Net
      loss
                  
                  $
                  (29,539
                  )
                  
                  $
                  (2,321
                  )Pro
      Forma:Loss
      before taxes
                  
                  
                  -
                  
                  
                  
                  (2,321
                  )Pro
      forma income tax (benefit)
                  
                  
                  -
                  
                  
                  
                  (348
                  )Pro
      forma net loss
                  
                  $
                  -
                  
                  
                  $
                  (1,973
                  )Net
      loss per common share - basic and diluted
                  
                  $
                  (0.02
                  )
                  
                  $
                  (0.00
                  )Weighted
      average number of common shares outstanding
                  
                  
                  1,359,396
                  
                  
                  
                  1,000,000
 
 See
accompanying notes to financial statements.
  F-3
  PR
COMPLETE HOLDINGS, INC.
 
 Statement
of Stockholders’ Equity
 For the
Year Ended December 31, 2008
  Common
                      Shares
                    
                    
                    Amount
                    
                    
                    Additional
                      Paid-in
                      Capital
                    
                    
                    Retained
      Earnings
                    
                    
                    Total
      Stockholders’ EquityBalance,
      January 1, 2007
                    
                    
                    1,000,000
                    
                    
                    $
                    1,000
                    
                    
                    $
                    (1,000
                    )
                    
                    $
                    2,897
                    
                    
                    $
                    2,897Net
      loss
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (2,321
                    )
                    
                    
                    (2,321
                    )Balance,
      December 31, 2007
                    
                    
                    1,000,000
                    
                    
                    
                    1,000
                    
                    
                    
                    (1,000
                    )
                    
                    
                    576
                    
                    
                    
                    576Net
      loss for the period from January 1, 2008 through May 22,
    2008
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (284
                    )
                    
                    
                    (284
                    )Reclassification
      of undistributed earnings and losses as of May 22, 2008
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    292
                    
                    
                    
                    (292
                    )
                    
                    
                    -Stock
      issued for cash at $0.05 per share from June 30, 2008 through September 2,
      2008
                    
                    
                    914,000
                    
                    
                    
                    914
                    
                    
                    
                    44,786
                    
                    
                    
                    -
                    
                    
                    
                    45,700Net
      loss
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (29,255
                    )
                    
                    
                    (29,255
                    )Balance,
      December 31, 2008
                    
                    
                    1,914,000
                    
                    
                    $
                    1,914
                    
                    
                    $
                    44,078
                    
                    
                    $
                    (29,255
                    )
                    
                    $
                    16,737
  See
accompanying notes to financial statements.




F-4




PR
COMPLETE HOLDINGS, INC.
 Statements
of Cash Flows
  For
      the Year Ended December 31, 2008
                              
                              
                              For
      the Year Ended December 31, 2007CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                              
                              $
                              (29,539
                              )
                              
                              $
                              (2,321
                              )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Increase
      (decrease) in accrued expenses
                              
                              
                              22,013
                              
                              
                              
                              (898
                              )Net
      Cash Used in Operating Activities
                              
                              
                              (7,526
                              )
                              
                              
                              (3,219
                              )CASH
      FLOWS FROM FINANCING ACTIVITIESSale
      of common stock
                              
                              
                              45,700
                              
                              
                              
                              -Net
      Cash Provided By Financing Activities
                              
                              
                              45,700
                              
                              
                              
                              -NET
      CHANGE IN CASH
                              
                              
                              38,174
                              
                              
                              
                              (3,219
                              )CASH
      AT BEGINNING OF YEAR
                              
                              
                              576
                              
                              
                              
                              3,795CASH
      AT END OF YEAR
                              
                              $
                              38,750
                              
                              
                              $
                              576
  See
accompanying notes to financial statements.




F-5






PR
COMPLETE HOLDINGS, INC.
 DECEMBER
31, 2008 AND 2007
 NOTES
TO FINANCIAL STATEMENTS
 
 
 NOTE 1 -
ORGANIZATION
 
 PR
Complete was founded as an unincorporated business in September 2006 and
incorporated as PR Complete Holdings, Inc.  (“PR” or the “Company”)
under the laws of the State of Nevada on May 22, 2008. The Company provides its
customers affordable press release services that establish a professional and
easy way to access the latest in press release designs and distribution
techniques online.  The Company applied Topic 4B of the Staff
Accounting Bulletins (“SAB”) issued by the United States Securities and Exchange
Commission, by reclassifying all of the Company’s undistributed earnings and
losses to additional paid-in capital as of May 22, 2008.  The
accompanying financial statements have been prepared as if the Company had its
corporate capital structure as of the first date of the first period
presented.
 
 NOTE 2 –
SUMMARY OF ACCONTING POLICIES
 
 Basis of
presentation
 
 The
Company’s financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America (“U.S.
GAAP”).
 
 Use of
Estimates
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements as well as the reported amount of revenues and expenses during the
reporting period. Actual results could differ from these estimates.
 
 Cash
Equivalents
  The
Company considers all highly liquid investments with maturities of three months
or less at the time of purchase to be cash equivalents.
 
 Fair Value of Financial
Instruments
 
 The fair
value of a financial instrument is the amount at which the instrument could be
exchanged in a current transaction between willing parties.  The carrying
amounts of financial assets and liabilities, such as cash and accrued
expenses, approximate their fair values because of the short maturity of these
instruments.
   F-6
  Revenue
Recognition
 
 The
Company’s revenues are derived principally from classroom instruction in driving
a Formula One vehicle and other ancillary services to the general public. The
Company follows the guidance of the Securities and Exchange Commission’s Staff
Accounting Bulletin 104 (“SAB No. 104”) for revenue recognition. The Company
recognizes revenue when it is realized or realizable and earned less estimated
future doubtful accounts. The Company considers revenue realized or realizable
and earned when it has persuasive evidence of an arrangement that the services
have been rendered to the customer, the sales price is fixed or determinable,
and collectability is reasonably assured.
  Net loss per common
share
 
 Net loss
per common share is computed pursuant to Statement of Financial Accounting
Standards No. 128.  "Earnings per Share" ("SFAS No. 128").  Basic net
loss per common share is computed by dividing net loss by the weighted average
number of shares of common stock outstanding during the period. Diluted net loss
per common share is computed by dividing net loss by the weighted average number
of shares of common stock and potentially outstanding shares of common stock
during each period. There were no potentially dilutive shares outstanding as of
December 31, 2008 or 2007.
 
 Recently Issued Accounting
Pronouncements
 
 In June
2003, the Securities and Exchange Commission (“SEC”) adopted final rules under
Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), as amended by SEC
Release No. 33-8934 on June 26, 2008. Commencing with its annual report for the
fiscal year ending December 31, 2009, the Company will be required to include a
report of management on its internal control over financial reporting. The
internal control report must include a statement
 
 ·
              of
      management’s responsibility for establishing and maintaining adequate
      internal control over its financial
reporting;
 
 ·
              of
      management’s assessment of the effectiveness of its internal control over
      financial reporting as of year end;
and
 
 ·
              of
      the framework used by management to evaluate the effectiveness of the
      Company’s internal control over financial
  reporting.
 
 Furthermore,
in the following fiscal year, it is required to file the auditor’s attestation
report separately on the Company’s internal control over financial reporting on
whether it believes that the Company has maintained, in all material respects,
effective internal control over financial reporting.
  F-7
  In
December 2007, the FASB issued FASB Statement No. 141 (Revised 2007)“Business Combinations”
(“SFAS No. 141(R)”), which requires the Company to record fair value estimates
of contingent consideration and certain other potential liabilities during the
original purchase price allocation, expense acquisition costs as incurred and
does not permit certain restructuring activities previously allowed under
Emerging Issues Task Force Issue No. 95-3 to be recorded as a component of
purchase accounting.  SFAS No. 141(R) applies prospectively to
business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after December
15, 2008, except for the presentation and disclosure requirements, which shall
be applied retrospectively for all periods presented. The Company has not
determined the effect that the adoption of SFAS No. 141(R) will have on the
financial results of the Company.
 
 In
December 2007, the FASB issued FASB Statement No. 160“Non-controlling Interests in
Consolidated Financial Statements - an amendment of ARB No. 51” (“SFAS
No. 160”), which causes non-controlling interests in subsidiaries to be included
in the equity section of the balance sheet.  SFAS No. 160 applies
prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008, except for the presentation and disclosure requirements,
which shall be applied retrospectively for all periods presented.  The
Company has not determined the effect that the adoption of SFAS No. 160 will
have on the financial results of the Company.
  In March
2008, the FASB issued FASB Statement No. 161“Disclosures about Derivative
Instruments and Hedging Activities an amendment of FASB Statement No.
133” (“SFAS No. 161”), which changes the disclosure requirements for
derivative instruments and hedging activities.  Pursuant to SFAS
No.161, Entities are required to provide enhanced disclosures about (a) how and
why an entity uses derivative instruments, (b) how derivative instruments and
related hedged items are accounted for under Statement 133 and its related
interpretations, and (c) how derivative instruments and related hedged items
affect an entity’s financial position, financial performance, and cash
flows.  SFAS No. 161 is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008 with early
application encouraged. SFAS No. 161 encourages but does not require disclosures
for earlier periods presented for comparative purposes at initial
adoption.  In years after initial adoption, this Statement requires
comparative disclosures only for periods subsequent to initial
adoption.  The Company does not expect the adoption of SFAS No. 161 to
have a material impact on the financial results of the Company.
  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.
 
 NOTE 3 –
GOING CONCERN
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern, which contemplates continuity of operations,
realization of assets, and liquidation of liabilities in the normal course of
business.  As reflected in the accompanying financial statements, the
Company had an accumulated deficit of $29,255, a net loss and net cash used in
operations of $29,539 and $7,526 for the year ended December 31, 2008,
respectively. These conditions raise substantial doubt about its ability to
continue as a going concern.
  F-8
  While the
Company is attempting to produce sufficient sales, the Company’s cash position
may not be sufficient to support the Company’s daily operations. While the
Company believes in the viability of its strategy to produce sales volume and in
its ability to raise additional funds, there can be no assurances to that
effect. The ability of the Company to continue as a going concern is dependent
upon the Company’s ability to further implement its business plan and generate
sufficient revenues. The financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going concern.
Management believes that the actions presently being taken to further implement
its business plan and generate revenues provide the opportunity for the Company
to continue as a going concern.
 
 NOTE 4 -
STOCKHOLDERS’ EQUITY
 
 Common
stock
 
 For the
period from June 30, 2008 through September 2, 2008, the Company sold 914,000
shares of its common stock at $0.05 per share for $45,700 to forty (40)
individuals.
 
 NOTE
5 – INCOME TAXES
 
 Deferred tax
assets
 
 At
December 31, 2008, the Company had net operating loss (“NOL”) carry–forwards for
Federal income tax purposes of $29,539 that may be offset against future taxable
income through 2028.  No tax benefit has been reported with respect to
these net operating loss carry-forwards in the accompanying financial statements
because the Company believes that the realization of the Company’s net deferred
tax assets of approximately $10,043 was not considered more likely than not and
accordingly, the potential tax benefits of the net loss carry-forwards are fully
offset by a valuation allowance of $10,043.
 
 Deferred
tax assets consist primarily of the tax effect of NOL
carry-forwards.  The Company has provided a full valuation allowance
on the deferred tax assets because of the uncertainty regarding its
realizability.  The valuation allowance increased approximately
$10,043 for the year ended December 31, 2008.
   F-9
 
 Components
of deferred tax assets at December 31, 2008 are as follows:
 
 December
      31, 2008Net
      deferred tax assets – Non-current:Expected
      income tax benefit from NOL carry-forwards
                  
                  $
                  10,043Less
      valuation allowance
                  
                  
                  (10,043
                  )Deferred
      tax assets, net of valuation allowance
                  
                  $
                  -
 
 Income taxes in the
statements ofoperations
 
 A
reconciliation of the federal statutory income tax rate and the effective income
tax rate as a percentage of income before income taxes is as
follows:
 
 For
      the Year Ended
                        December
      31, 2008Federal
      statutory income tax rate
                      
                      
                      34.0
                      %Change
      in valuation allowance on net operating loss
      carry-forwards
                      
                      
                      (34.0
                      )%Effective
      income tax rate
                      
                      
                      0.0
                      %
 
 NOTE 6 –
CONCENTRATIONS AND CREDIT RISK
 
 One
customer accounted for 100.0% of total sales for the year ended December 31,
2008. Two (2) customers accounted for 92% of sales for the year ended December
31, 2007.
 
 NOTE 7 –
COMMITMENTS AND CONTINGENCIES
 
 Employment
agreement
 
 On July
7, 2008 the Company entered into an employment agreement (“Employment
Agreement”) with its majority stockholder and sole director and officer
(“Employee”) for a term of three years from the date of signing.  The
Employee is to be paid a minimum of $500 per month and should be paid
periodically not less than monthly.  Either the Company or the
Employee can terminate the Employment Agreement without cause upon thirty (30)
days’ notice to the other party.


F-10






ITEM 9.       CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE




Our
accountant isLi
& Company, PC Independent Registered Public Accounting Firm. We do not
presently intend to change accountants. At no time have there been any
disagreements with such accountants regarding any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure.




ITEM 9A(T).  CONTROLS AND PROCEDURES




Evaluation
of Disclosure Controls and Procedures




Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer (“CEO”) and Chief
Financial Officer (“CFO”) (the Company’s principal financial and accounting
officer), of the effectiveness of the Company’s disclosure controls and
procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the
end of the period covered by this report. Based upon that evaluation, the
Company’s CEO and CFO concluded that the Company’s disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that the Company files or submits under the Exchange
Act, is recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to the Company’s management, including the Company’s CEO and
CFO, as appropriate, to allow timely decisions regarding required
disclosure.





Management's
Annual Report on Internal Control Over Financial Reporting.





The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting for the
Company.  Our internal control system was designed to, in general,
provide reasonable assurance to the Company’s management and board regarding the
preparation and fair presentation of published financial statements, but because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.





Our
management assessed the effectiveness of the Company’s internal control over
financial reporting as of December 31, 2008.  The framework used by
management in making that assessment was the criteria set forth in the document
entitled “ Internal Control – Integrated Framework” issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on that assessment,
our management has determined that as of December 31, 2008, the Company’s
internal control over financial reporting was effective for the purposes for
which it is intended.





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




Changes
in Internal Control over Financial Reporting





No change
in our system of internal control over financial reporting occurred during the
period covered by this report, fourth quarter of the fiscal year ended December
31, 2008 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.




PART
III




ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERSAND CONTROL PERSONS: COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
ACT





Our sole
executive officer and director and her respective age as of March 20, 2009 are
as follows:




NAME
            AGE
            POSITIONChrissy
      Albice
            42
            President,
      Chief Executive Officer, Chief Financial Officer, Principal Accounting
      Officer, Secretary, Treasurer and
Director




Set forth
below is a brief description of the background and business experience of our
executive officers and directors for the past five years.




7





Chrissy Albice, President,
CEO, CFO, Principal Accounting Officer, Secretary, Treasurer and
Director





Chrissy
Albice is the President, CEO, CFO, Principal Accounting Officer, Secretary,
Treasurer and Director of our company since May 2008. Before joining us, Ms.
Albice was the Chief Executive Officer of DD Push, Inc. and Push CA, LLC
since March 2006. She was also a Host of a national cable television show “Speed
Channel” of Nopi Tunervision that covers a drag racing series. She was
responsible for introducing segments of the show and conducting interviews. From
August 2002 to June 2004, Ms. Albice served as an On-Air Reporter for Warner
Bros. in Glendale, CA. She also serves as a Freelance Field Producer in Warner
Bros. in Glendale, CA since February 2003 until now. Ms. Albice was graduated
from University of Cincinnati with a degree in Drama.




Director
Compensation





Our
directors will not receive a fee for attending each board of directors meeting
or meeting of a committee of the board of directors. All directors will be
reimbursed for their reasonable out-of-pocket expenses incurred in connection
with attending board of director and committee meetings.





Term
of Office




Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors and hold
office until removed by the board





Current
Issues and Future Management Expectations





No board
audit committee has been formed as of the filing of this Annual
Report.




Compliance
with Section 16(A) Of The Exchange Act.




Section
16(a) of the Exchange Act requires the Company’s officers and directors, and
persons who beneficially own more than 10% of a registered class of the
Company’s equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and are required to
furnish copies to the Company. To the best of the Company’s knowledge, any
reports required to be filed were timely filed in fiscal year ended December 31,
2008.




Code
of Ethics




We have
adopted a Code of Ethics applicable to its Chief Executive Officer and Chief
Financial Officer. This Code of Ethics is filed herewith as an
exhibit.





ITEM 11.    EXECUTIVE COMPENSATION





The
following summary compensation table sets forth all compensation awarded to,
earned by, or paid to the named executive officers during the years ended
December 31, 2008, and 2007 in all capacities for the accounts of our
executives, including the Chief Executive Officer (CEO) and Chief Financial
Officer (CFO):




SUMMARY
COMPENSATION TABLE




Name
      and Principal Position
                    Year
                    
                    Salary
                      ($)
                    
                    Bonus
                      ($)
                    
                    Stock
                      Awards
                      ($)
                    
                    Option
      Awards
                      ($)
                    
                    Non-Equity
      Incentive Plan Compensation ($)
                    
                    Non-Qualified
      Deferred Compensation Earnings
                      ($)
                    All
      Other Compensation
                      ($)
                    
                    Totals
                      ($)Chrissy
      Albice, Founder, Chairman,
                    2008
                    
                    $
                    6,000
                    
                    0
                    
                    
                    0
                    
                    0
                    
                    
                    0
                    
                    0
                    0
                    
                    $
                    6,000and
      CEO
                    2007
                    
                    $
                    0
                    
                    0
                    
                    
                    0
                    
                    0
                    
                    
                    0
                    
                    0
                    0
                    
                    $
                    0Josh
      Bender (1)
                    2008
                    
                    $
                    0
                    
                    0
                    
                    
                    0
                    
                    0
                    
                    
                    0
                    
                    0
                    0
                    
                    $
                    02007
                    
                    $
                    0
                    
                    0
                    
                    
                    0
                    
                    0
                    
                    
                    0
                    
                    0
                    0
                    
                    $
                    0




(1) Josh
Bender is the former President, CEO, CFO, Secretary, Treasurer and sole Director
of our company. On May 27, 2008, Josh sold all of his 1,000,000 founder shares,
which represented 100% of the shares of our common stock, to Chrissy Albice,
pursuant to a Securities Purchase Agreement. Therefore, Josh Bender resigned as
our officer and director, and Ms. Albice was appointed as our President, CEO,
CFO, Secretary, Treasurer and sole Director.




8





Option Grants
Table.There were
no individual grants of stock options to purchase our common stock made to the
executive officer named in the Summary Compensation Table through December 31,
2008.




Aggregated
Option Exercises and Fiscal Year-End Option Value Table.There were no stock options
exercised during the period ending December 31, 2008 by the executive officer
named in the Summary Compensation Table.




Long-Term Incentive Plan
(“LTIP”) Awards Table.There were no awards made to a named executive officer in the last
completed fiscal year under any LTIP




Compensation of
Directors





Directors
are permitted to receive fixed fees and other compensation for their services as
directors. The Board of Directors has the authority to fix the compensation of
directors. No amounts have been paid to, or accrued to, directors in such
capacity.





Employment
Agreements





Other
than the employment agreement disclosed below, we currently do not have any
employment agreements in place with our officers or directors.





On July
7, 2008, we entered into an employment agreement with Chrissy Albice whereby Ms.
Albice, as our President, Chief Executive Officer and Chief Financial Officer,
will be paid a minimum of $500 per month for a three-year term.




ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT




The
following table provides the names and addresses of each person known to us to
own more than 5% of our outstanding shares of common stock as of March 20,
2009 and by the officers and directors, individually and as a group. Except as
otherwise indicated, all shares are owned directly.




Title
      of Class
                          Name
      and Address
                            of
      Beneficial Owner
                          Amount
      and Nature
                            of
      Beneficial Owner
                          Percent
      of
                            Class
      (1)Common
      Stock
                          Chrissy
      Albice
                            11693
      San Vicente Blvd. #431
                            Los
      Angeles, CA 90049
                          1,000,000
                          52.25%Common
      Stock
                          All
      executive officers and directors as a group
                          1,000,000
                          52.25%




Stock Option
Grants




We have
not granted any stock options to our executive officer since our
incorporation.





ITEM
13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTION, AND
DIRECTORINDEPENDENCE





We were
founded as an unincorporated business in September 2006 and became a C
corporation under the laws of the State of Nevada on May 22, 2008. Upon
inception in September 2006, we issued 1,000,000 shares to Josh Bender in
consideration for services provided.   On May 27, 2008, Josh
Bender sold all these 1,000,000 shares to Chrissy Albice pursuant to a
Securities Purchase Agreement. Therefore, Mr. Bender resigned as our officer and
director and Ms. Albice was appointed as our President, CEO, CFO, Secretary,
Treasurer and sole Director.





ITEM
14.    PRINCIPAL ACCOUNTANTFEES AND
SERVICES





Audit
Fees




For
the  fiscal years ended December 31, 2008 and 2007, we were billed
approximately $8,000 and $6,000 for professional services rendered for the
audit and review of our financial statements.


9




Audit Related
Fees





There
were no fees for audit related services for the years ended December 31, 2008
and 2007.





Tax Fees




For
the  fiscal years ended December 31, 2008 and 2007, we were not billed
for professional services rendered for tax compliance, tax advice, and tax
planning.




All Other
Fees




We did
not incur any other fees related to services rendered by our principal
accountant for the fiscal years ended December 31, 2008 and 2007.




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





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





-approved
by our audit committee; or





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





We do not
have an audit committee.  Our entire board of directors pre-approves
all services provided by our independent auditors.





The
pre-approval process has just been implemented in response to the new rules.
Therefore, our board of directors does  not have  records
of  what percentage of the above fees were
pre-approved.  However, all of the above services and fees were
reviewed and approved by the entire board of directors either before or after
the respective services were rendered.











PART
IV





ITEM 15.    EXHIBITS, FINANCIAL STATEMENTSCHEDULES.




a)
Documents filed as part of this Annual Report




1.
Consolidated Financial Statements




2.
Financial Statement Schedules




3.
Exhibits




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


32.1
            Section
      1350 Certification of Chief Executive Officer and Chief Financial
      Officer







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SIGNATURES




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




Dated:
March 23, 2009




By/s/Chrissy
Albice


Chrissy
Albice,


President,
CEO, CFO, Principal Accounting Officer,


Secretary,
Treasurer and Director










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




Signature
            
            Title
            
            Date/s/
      Chrissy Albice
            
            President,
      CEO, CFO, Principal Accounting Officer,
            
            March
      23, 2009Chrissy
      Albice
            
            Secretary,
      Treasurer and Director












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