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, 2009

                                       or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

              For the transition period from ________ to __________


                       Commission file number: 333-158721
                                               ----------


                             KIDS GERM DEFENSE CORP.
                         ------------------------------
             (Exact name of registrant as specified in its charter)


                     FLORIDA                              26-4090511
                     -------                              ----------
         (State or other jurisdiction of              (I.R.S. Employer
          incorporation or organization)             Identification No.)


             6279 BUCKINGHAM ST., SARASOTA, FL              34238
             ---------------------------------              -----
         (Address of principal executive offices)        (Zip Code)


       Registrant's telephone number, including area code: (941) 650-3850
                                                           --------------


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


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

                         Common Stock par value $0.0001
                         ------------------------------
                                (Title of class)

<PAGE>

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

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 [X] No

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. [X] Yes [ ] No

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

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 |_|                        Accelerated filer         |_|
Non-accelerated filer   |_|                        Smaller reporting company |X|
(Do not check if a smaller reporting company)

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

State 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 equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter. Not applicable.

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date: 11,900,000 common shares
outstanding as of February 11,2010.

                                       ii
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
PART I

Item 1.  Business ..........................................................   3

Item 1A. Risk Factors ......................................................   3

Item 1B. Unresolved Staff Comments .........................................   3

Item 2.  Properties ........................................................   3

Item 3.  Legal Proceedings .................................................   3

Item 4.  Submission of Matters to a Vote of Security Holders ...............   3


PART II

Item 5.  Market For Registrant's Common Equity and
         Related Stockholder Matters .......................................   4

Item 6.  Selected Financial Data ...........................................   5

Item 7.  Management's Discussion and Analysis or Plan of Operation .........   5

Item 8.  Financial Statements and Supplementary Data .......................   7

Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure ..............................................   7

Item 9A. Controls and Procedures ...........................................   7

Item 9B. Other Information .................................................   7


PART III

Item 10. Directors, Executive Officers, and Corporate Governance ...........   7

Item 11. Executive Compensation ............................................   9

Item 12. Security Ownership of Certain Beneficial Owners And Management ....  10

Item 13. Certain Relationships and Related Transactions and Director
         Independence ......................................................  11

Item 14. Principal Accountant Fees and Services ............................  11


PART IV

Item 15. Exhibits ..........................................................  12

Signatures .................................................................  12

                                      - 2 -
<PAGE>

ITEM 1.  BUSINESS
ITEM 1A. RISK FACTORS

Kids Germ Defense Corp. ("Kids Germ Defense Corp.") is a development stage
company, incorporated in the State of Florida on January 16, 2009, to establish
itself as a Manufacturing, Wholesale Marketing and Sales Company specializing in
Germ Defense products for children 0 to 10 years of age.

The Company's office is located at 6279 Buckingham St., Sarasota, Florida 34238.
Our telephone number is 941-650-3850. The business office is located at the home
of Mark Nicholas, the Sole Officer and Director of the Company, at no charge.

Our Common Stock is quoted on the OTC Bulletin Board under the symbol "KGRM".

We have not generated any revenues to date and our activities have been limited.
We concentrated our efforts in trying to secure financing during this very
difficult economic environment.

As of the date hereof, we have not been successful in raising the funding
necessary to proceed with our business plan for our existing business.

If we are unable to secure adequate capital to continue our business or complete
a merger or acquisition, our shareholders will lose some or all of there
investment and our business will likely fail.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2.  PROPERTIES

Kids Germ Defense Corp. is located at 6279 Buckingham St., Sarasota, Florida
34238. Our telephone number is 941-650-3850. The business office is located at
the home of Mark Nicholas, the Sole Officer and Director, at no charge. We
believe our premise is adequate for our current time frame.

The Corporation does not own or have any investments in any properties.

ITEM 3.  LEGAL PROCEEDINGS

The Company is not a party to any pending legal proceedings, and no such
proceedings are known to be contemplated.

No Director, Officer, or Affiliate of the Company and no owner of record or
beneficial owner of more than 5.0% of the securities of the Company, or any
associate of any such Director, Officer or Security Holder is a party adverse to
the Company or has a material interest adverse to the Company in reference to
pending litigation.

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

None.

                                      - 3 -
<PAGE>

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY and RELATED STOCKHOLDER MATTERS

Our Symbol is "KGRM" and is listed on the OTC Bulletin Board. Of the 11,900,000
shares of common stock outstanding as of December 31, 2009, 9,000,000 shares
were owned by our Officer Mark Nicholas, and may only be resold in compliance
with Rule 144 of the Securities Act of 1933 and are also subject to the volume
and trading limitations of Rule 144 of the Act.

We have no outstanding options or warrants, or other securities convertible into
common stock.

At December 31, 2009, there were 26 shareholders of record.

On December 9, 2009,we accepted subscription agreements that sold 2,900,000
common shares to 25 subscribers at an offering price of $ 0.01 per share. The
offering price for the transactions was established on an arbitrary basis. These
2,900,000 common shares were subsequently registered under our S-1 Registration
Statement made effective on December 8, 2009.

No underwriters were used, and no commissions or other remuneration was paid.

SALE OF REGISTERED SECURITIES AND USE OF PROCEEDS

None.

DESCRIPTION OF SECURITIES

COMMON STOCK

We are authorized to issue 100,000,000 common shares and 10,000,000 preferred
Shares. On December 09 2009 there were 11,900,000 common shares outstanding.
There are no warrants, options or convertible securities outstanding.

Island Stock Transfer 100 Second Avenue S. Suite 705S, St. Petersburg, FL 33701
is the Transfer Agent for the Corporation's Common Shares. Their telephone
number is 727-289-0010 and there fax # is 727-289-0069.

RULES GOVERNING LOW-PRICE STOCKS THAT MAY AFFECT OUR SHAREHOLDERS' ABILITY TO
RESELL SHARES OF OUR COMMON STOCK

Quotations on the OTCBB reflect inter-dealer prices, without retail mark-up,
markdown or commission and may not reflect actual transactions. Our common stock
is subject to certain rules adopted by the SEC that regulate broker-dealer
practices in connection with transactions in "penny stocks". Penny stocks
generally are securities with a price of less than $ 5.00 other than securities
registered on certain national exchanges or quoted on the NASDAQ system,
provided that the exchange or system provides current price and volume
information with respect to transaction in such securities. The additional sales
practice and disclosure requirements imposed upon broker-dealers may discourage
broker-dealers from effecting transactions in our shares which could severely
limit the market liquidity of the shares and impede the sale of our shares in
the secondary market.

                                      - 4 -
<PAGE>

The penny stock rules require broker-dealers, prior to a transaction in a penny
stock not otherwise exempt from the rules, to make a special suitability
determination for the purchaser to receive the purchaser's written consent to
the transaction prior to sale, to deliver standardized risk disclosure documents
prepared by the SEC that provides information about penny stocks and the nature
and level of risks in the penny stock market. The broker-dealer must also
provide the customer with current bid and offer quotations for the penny stock.
In addition, the penny stock regulations require the broker-dealer to deliver
prior to any transaction involving the penny stock, a disclosure schedule
prepared by the SEC relating to the penny stock market, unless the broker-dealer
or the transaction is otherwise exempt. A broker-dealer is also required to
disclose commissions payable to the broker-dealer and the registered
representative and current quotations for the securities. Finally, a
broker-dealer is required to send monthly statements disclosing recent price
information with the respect to the penny stock held in a customer's account and
information with respect to the limited market in penny stocks.

DIVIDENDS

We have not declared any cash dividends.

ITEM 6.  SELECTED FINANCIAL DATA

None.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

FORWARD-LOOKING STATEMENTS

The information in this report contains forward-looking statements. All
statements other than statements of historical fact made in this report are
forward looking. In particular, the statements herein regarding industry
prospects and future results of operations or financial position are
forward-looking statements. Forward-looking statements reflect management's
current expectations and are inherently uncertain. Our actual results may differ
significantly from management's expectations.

The following discussion and analysis should be read in conjunction with the
financial statements, included herewith. This discussion should not be construed
to imply that the results discussed herein will necessarily continue into the
future, or that any conclusion reached herein will necessarily be indicative of
actual operating results in the future. Such discussion represents only the best
present assessment of our management.

Our immediate priority is to either secure suitable financing to continue with
our existing business or change our business and conclude a merger, acquisition
or combination with a business prospect. This is critical to insure our survival
and to preserve our shareholder's investment in our common shares. At this stage
in our operations, we believe either course is acceptable, as our operations
have not been profitable and our Company will fail without further significant
financing. We currently have $25,254 in cash.

Concurrent with our search for additional financing for our existing business,
we are also actively seeking business opportunities with established business
entities for the merger of a target business with our Company.

                                      - 5 -
<PAGE>

RESULTS OF OPERATIONS

Our Company posted losses of $62,634 from inception of the company January 16,
2009 to our year ended December 31, 2009. The principal components of our losses
for fiscal 2009 were related to the preparation in filing of our registration
statement, legal and audit fees.

LIQUIDITY AND CASH RESOURCES

From inception of the company January 16, 2009 to year ended December 31, 2009
we had cash of $25,254.

Because of a minimum amount of cash, and not being able to generate any revenue
from our business we need to raise additional funds for the development of our
business and to respond to unanticipated requirements or expenses, or to fund
the identification, evaluation and combination or merger with a suitable
business opportunity.

We do not currently have any arrangements for financing and we can provide no
assurance to investors we will be able to find such financing. There can be no
assurance that additional financing will be available to us, or on terms that
are acceptable. Consequently, we may not be able to proceed with our intended
business plans and our business will then likely fail.

EMPLOYEES

Currently our only employee is our Sole Officer and Director Mark Nicholas who
is not being compensated.

GOING CONCERN

We have historically incurred losses. Because of these historical losses, we
will require additional working capital to develop our business plan. We do not
anticipate that we will derive any revenues from operations unless and until we
acquire funding or a new business opportunity. There can be no assurance that we
can do so or that, even if we are successful in doing so, we will be able to
operate profitably.

Due to the uncertainty of our ability to meet our business plan expenses and in
there report on the annual financial statements for the year ended Dec. 31,
2009, our independent auditors included an explanatory paragraph regarding
concerns about our ability to continue as a going concern.

There are no assurances that we will be able to obtain additional financing
through private placements, public offerings and/or bank financings necessary to
support our working capital requirements. As noted herein, we are pursing
various financing alternatives to meet our immediate and long-term financial
requirements. There can be no assurance that additional financing will be
available to us when needed or, if available, that it can be obtained on
commercially reasonable terms. If we are not able to obtain the additional
financing on a timely basis, we will be unable to conduct our operations as
planned or perhaps even cease our operations.

We intend to raise additional working capital as and when we need it through
private placements, public offerings and/or bank financing. We have historically
raised working capital through the sale of equity securities but there can be no
assurance that we will be able to continue to do so in this economic
environment.

                                      - 6 -
<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements required by this Item begin on Page F-1 of this Form
10-K, and include:

      o  the report of independent accountants . balance sheet as of Dec.31,2009

      o  statements of operations, cash flows and stockholders' equity from the
         incorporation date January 16,2009 to December 31, 2009

      o  notes to the financial statements

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTS ON ACCOUNTING AND FINANCIAL
         DISCLOSURES.

None.

ITEM 9A. CONTROLS AND PROCEDURES

An evaluation was performed under the supervision and with the participation of
our sole Officer and Director, of the effectiveness of the design and operation
of our disclosure controls and procedures. Based on management's evaluation as
of the end of the period covered by this Annual Report, our sole Officer and
Director concluded that as of the end of the period covered by this report, our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") were
not effective in ensuring that the information required to be disclosed by us in
the reports that we file under the Exchange Act is gathered, analyzed and
disclosed with adequate timeliness, accuracy and completeness. Disclosure
controls and procedures and other procedures that are designed to insure that
information required to be disclosed in our reports filed or submitted under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported
within the time period specified in the Securities and Exchange Commission's
rules and forms. Disclosure Controls and procedures include, without limitation,
controls and procedures designed to insure that information required to be
disclosed in our reports filed under the Securities Exchange Act of 1934 is
accumulated and communicated to management, including our President and Chief
Executive Officer and our Chief Financial Officer as appropriate, to allow
timely decisions regarding required disclosure.

CHANGES IN INTERNAL CONTROLS AND PROCEDURES

There were no changes in our internal controls over financial reporting, that
occurred during the last fiscal quarter that have materially affected or are
responsibly likely to materially affect our internal control over financial
reporting.

ITEM 9B. OTHER INFORMATION.

None.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

All directors of our Company hold office until the next annual meeting of the
stockholders or until there successors have been elected and qualified. The
officers of our Company are appointed by our Board of Directors and hold office
until there death, resignation or removal of office. Our directors and executive
officers, there ages, positions held, and duration as such, are as follows:

                                      - 7 -
<PAGE>

                   Position held with
Name               the Company                  Age    Date Elected or Appointed
---------------    -------------------------    ---    -------------------------

Mark  Nicholas     Sole Officer and Director    40     January 16, 2009
                   Treasurer, CFO, Director

BUSINESS EXPERIENCE

The following is a brief account of the education and business experience of our
Director and Sole Officer during at least the past five (5) years.*

Mr. Nicholas is the Founder of Kids Germ Defense Corp. and has served since
inception. He has a B.A. Business Management degree Eckerd College St.
Petersburg, FL. Graduated with Honors

Mr. Nicholas is currently devoting approximately 25 to 30 hours a week of his
time to Kids Germ Defense Corp. and is planning to continue to do so during the
next twelve (12) months of operation. He is not an officer or director of any
reporting company that files annual, quarterly, or periodic reports with the
United States Securities and Exchange Commission.

* Incorporated by reference to our S-1 Registration Statement effective date
Dec. 8, 2009 SEC File Number 333-158721.

COMMITTEES OF THE BOARD

We do not have an audit or compensation committee at this time.

AUDIT COMMITTEE FINANCIAL EXPERT

We currently do not have an audit committee financial expert, or an independent
audit committee expert on our Board of Directors.

FAMILY RELATIONSHIPS

There are no family relationships

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

Our Directors, Executive Officers and Control Persons have not been involved in
any of the following events during the past five (5) years:

   1. any bankruptcy petition filed by or against any business of which such
      person was a general partner or executive officer either at the time of
      the bankruptcy or within two (2) years prior to that time;

   2. Any conviction in a criminal proceeding or being subject to a pending
      criminal Proceeding (excluding traffic violations and other minor
      offenses);

   3. Being subject to any order, judgment, or decree, not subsequently
      reversed, suspended or vacated, of 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; or

                                      - 8 -
<PAGE>

   4. being found by a Court of competent jurisdiction (in a civil action) the
      Commission o or the Commodity Futures Trading Commission to have violated
      a federal or state securities or commodities law, and the judgment has not
      been reversed, suspended, or vacated.

CONFLICT OF INTEREST

None of our Officers or Directors are subject to a conflict of interest.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING

Section 16 (a) of the Securities Exchange Act of 1934, as amended, requires our
executive officers and directors and persons who own more than 10% of a
registered class of our equity securities to file with the Securities and
Exchange Commission initial statements of beneficial ownership, reports of
changes in ownership and annual reports concerning their ownership of our common
stock and other equity securities, on Forms 3,4 and 5 respectively. Executive
officers, directors and greater than 10% shareholders are required by the
Securities Exchange Commission regulations to furnish us with copies of all
Section 16 (a) reports they file.

To the best of our knowledge, our executive officers and directors filed their
Form 3 and Form 4 reports on a timely basis.

ITEM 11. EXECUTIVE COMPENSATION
<TABLE>
<CAPTION>
                                                                       ($)
                                                                       Earnings
                                                                       Change in
                                                        ($)            Pension
                                                        Compensation   Value and
Name and                              ($)      ($)      Non-Equity     Nonqualified   ($)
Principal            ($)      ($)     Awards   Awards   Incentive      Deferred       Compensation    ($)
Position      Year   Salary   Bonus   Stock    Option   Plan           Compensation   All other       Totals
---------     ----   ------   -----   ------   ------   ------------   ------------   -------------   ------
<S>           <C>    <C>      <C>     <C>      <C>      <C>            <C>            <C>             <C>
Mark          2009      0       0        0        0           0              0              0            0
Nicholas      2010      0       0        0        0           0              0              0            0
Sole Officer
And Director
Secretary
Treasurer
</TABLE>

Since our date of incorporation to the date hereof, our executive officers have
not received and are not accruing any compensation. The officers anticipate that
they will not receive, accrue, earn, be paid or awarded any compensation during
the first year of operations. We have not entered into any employment agreement
or consulting agreement with or directors and executive officers.

                                      - 9 -
<PAGE>

DIRECTOR COMPENSATION TABLE
<TABLE>
<CAPTION>
                                                       ($)
                                                       Change in
                                                       Pension
            ($)                         ($)            Value and
            Fees                        Non-Equity     Nonqualified
            Earned    ($)      ($)      Incentive      Deferred       ($)
            Paid in   Stock    Option   Plan           Compensation   All Other      ($)
Name        Cash      Awards   Awards   Compensation   Earnings       Compensation   Total
---------   -------   ------   ------   ------------   ------------   ------------   -----
<S>         <C>       <C>      <C>      <C>            <C>            <C>            <C>
Mark
Nicholas       0         0        0           0              0              0          0
</TABLE>

All compensation received by the officers and directors has been disclosed.

OPTION/SAR GRANTS

There are no stock option, retirement, pension, or profit sharing plans for the
benefit of our officers and directors

LONG-TERM INCENTIVE PLAN AWARDS

We do not have any long-term incentive plans

DIRECTORS COMPENSATION

We have no formal plan for compensating our directors for their services in
their capacity as directors. Directors are entitled to reimbursement for
reasonable travel and other out-of-pocket expenses incurred in connection with
attendance at meetings of our board of directors. The board of directors may
award special remuneration to any director undertaking any special services on
behalf of our company other than services ordinarily required of a director.
Since inception to the date hereof, no director received and/or accrued any
compensation for his or her services as a director, including committee
participation and/or special assignments.

The executive officers have not received any compensation since the date of
incorporation of our Company, and we did not accrue any compensation. There are
no securities authorized for issuance under any equity compensation plan, or any
options, warrants, or rights to purchase our common stock.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of Dec. 31, 2009 with
respect to any person (including any "group", as that term is used in Section
13(d) (3) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") who is known to the Company to be the beneficial owner of more than 5% of
any class of the Company's voting securities, and as to those shares of the
Company's equity securities beneficially owned by each director, the executive
officers of the Company and all of its directors and executive officers of the
Company and all of its directors and executive officers as a group. Unless
otherwise specified in the table below,. such information, other than
information with respect to the directors and officers of the Company is based
on a review of statements filed, with the Securities and Exchange Commission
(the "Commission") pursuant to Sections 13(d), 13(f), and 13(g) of the Exchange
Act with respect to the Company's Common Stock as of Dec. 31, 2009, there were
11,900,000 shares of Common Stock outstanding.

                                     - 10 -
<PAGE>

The number of Common Stock beneficially owned by each person is determined under
the rules of Commission and the information is not necessarily indicative of
beneficial ownership for any other purpose. Under such rules, beneficial
ownership includes any shares as to which such person has sole or share voting
power or investment power and also any shares which the individual has the right
to acquire within 60 days after the date hereof through the exercise of any
stock option, warrant or other right. Unless otherwise indicated, each person
has sole investment and voting power (or shares such power with his or his
spouse) with respect to the shares set forth in the following table. The
inclusion herein of any shares deemed beneficially owned does not constitute an
admission of beneficial ownership of those shares.

The table also shows the number of shares beneficially owned as of Dec. 31, 2009
by each of the individual directors and executive officers and by all directors
and executive officers as a group.

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

Common     Mark Nicholas                               9,000,000         76.9%
           6279 Buckingham St.
           Sarasota, Florida 34238

Common     Directors and Officers as a group (1)       9,000,000         76.9%
________
   (1)  Percent of Ownership is calculated in accordance with the Securities and
        Exchange Commission's Rule 13 (d) - 13 (d) (1)

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
         INDEPENDENCE

Other than the stock transactions disclosed below, we have not entered into any
transactions in which any of our directors, executive officers, or an affiliate
of our Company, including any member of an immediate family, had or is to have a
direct or indirect material interest.

On January 16, 2009, Mr. Mark Nicholas purchased 9,000,000 shares of our common
stock for $ 0.000667 per share.

The shares continue to be subject to Rule 144 of the Securities Act of 1933.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

The aggregate fees billed by our auditors, for professional services rendered
for the audit of our annual financial statements for the year ended December 31,
2009 and for the reviews of the financial statements included in our Quarterly
Reports during the fiscal year were $10,500 since the initial audit.

AUDIT RELATED FEES

We incurred nil fees to auditors for audit related fees during the fiscal year
ended December 31, 2009.

                                     - 11 -
<PAGE>

TAX FEES

We incurred nil fees to auditors for tax compliance, tax advice or tax
compliance services during the fiscal year ended December 31, 2009.

ALL OTHER FEES

We did not incur any other fees billed by auditors for services rendered to our
Company, other than the services covered in "Audit Fees" for the fiscal ended
December 31, 2009.

The Board of Directors has considered whether the provision of non-audit
services is compatible with maintaining the principal accountant's independence.

ITEM 15. EXHIBITS

Exhibit Index

  3.1    Articles of Incorporation *

  3.2    By-laws *

  31.1   Rule 13(a)-14(a)/15(d)-14(a) Certification of Sole Officer and Director
         and Principal Executive, Financial and Accounting Officer

  32.1   Certification Pursuant to 18 U,S.C. Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002 of Sole Officer and
         Director and Principal Executive, Financial and Accounting Officer.

  *  Incorporated by reference to our S-1 Registration Statement effective date
     December 8, 2009 SEC File Number 333-158721


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, there unto duly authorized, on this day of , 2010.


                         KIDS GERM DEFENSE CORP.


Date: February 16, 2010           By: /s/ Mark Nicholas
                                      -----------------
                                  Name:  Mark Nicholas
                                  Title: President, CEO, Secretary, Treasurer
                                  and Director (Principal Executive, Financial
                                  and Accounting Officer)

                                     - 12 -
<PAGE>

SEALE AND BEERS, CPAS
PCAOB & CPAB REGISTERED AUDITORS
--------------------------------
www.sealebeers.com


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------

TO THE BOARD OF DIRECTORS
KIDS GERM DEFENSE CORP.
(A DEVELOPMENT STAGE COMPANY)

We have audited the accompanying balance sheet of Kids Germ Defense Corp. (A
Development Stage Company) as of December 31, 2009, and the related statements
of operations, stockholders' equity (deficit) and cash flows for the year ended
December 31, 2009 and from inception on January 16, 2009 through December 31,
2009. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conduct our audits in accordance with 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. 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 Kids Germ Defense Corp. (A
Development Stage Company) as of December 31, 2009, and the related statements
of operations, stockholders' equity (deficit) and cash flows for the year ended
December 31, 2009 and from inception on January 16, 2009 through December 31,
2009, in conformity with accounting principles generally accepted in the United
States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has had a loss from operations of $62,634, an
accumulated deficit of $62,634, working capital of ($28,134) and has earned no
revenues since inception, which raises substantial doubt about its ability to
continue as a going concern. Management's plans concerning these matters are
also described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


/S/ SEALE AND BEERS, CPAS

Seale and Beers, CPAs
Las Vegas, Nevada
February 2, 2010

                 50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107
                     Phone: (888)727-8251 Fax: (888)782-2351
                 -----------------------------------------------

                                       F-1
<PAGE>

                             Kids Germ Defense Corp.
                        (a development stage enterprise)
                                  BALANCE SHEET

                                December 31, 2009

ASSETS
Current assets:
  Cash .............................................................   $ 25,254
                                                                       --------
Total current assets ...............................................     25,254

    Total assets ...................................................   $ 25,254
                                                                       ========

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
  Accounts payable .................................................   $ 35,388
  Due to related party .............................................     18,000
                                                                       --------
Total current liabilities ..........................................     53,388

Stockholders' deficit:
  Preferred stock; $0.0001 par value; 10,000,000 shares
    authorized and 0 issued and outstanding ........................          -
  Common stock; $0.0001 par value; 100,000,000 shares
    authorized and 11,900,000 issued and outstanding, respectively .      1,190
  Additional paid-in capital .......................................     33,810
  Stock subscription receivable ....................................       (500)
  Deficit accumulated during development stage .....................    (62,634)
                                                                       --------
Total stockholders' deficit ........................................    (28,134)
                                                                       --------

    Total liabilities and stockholders' deficit ....................   $ 25,254
                                                                       ========

    The accompanying notes are an integral part of the financial statements.

                                       F-2
<PAGE>

                             Kids Germ Defense Corp.
                        (a development stage enterprise)
                             STATEMENT OF OPERATIONS

                                                        Period from January 16,
                                                        2009 (Date of Inception)
                                                       through December 31, 2009
                                                       -------------------------

Revenue ...............................................      $         -

Operating expenses:
   Legal expenses .....................................           42,970
   General & administrative expenses ..................           19,664
                                                             -----------

Loss from operations ..................................          (62,634)
                                                             -----------

Net loss before taxes .................................          (62,634)
Income tax expense ....................................                -
                                                             -----------

Net loss ..............................................          (62,634)
                                                             ===========

Net loss per share, basic & diluted ...................      $     (0.00)
                                                             ===========

Weighted average number of common shares,
   basic & diluted ....................................        9,182,808
                                                             ===========

    The accompanying notes are an integral part of the financial statements.

                                       F-3
<PAGE>
<TABLE>
                                                   Kids Germ Defense Corp.
                                               (a development stage enterprise)
                                      STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
                      For the period from January 16, 2009 (Date of Inception) through December 31, 2009
<CAPTION>
                                  Common Stock        Preferred Stock                                  Deficit
                             ----------------------   ---------------                                Accumulated
                                           Amount                       Additional       Stock         During
                                          Par Value                      Paid-in     Subscriptions   Development
                               Shares      $0.0001    Shares   Amount    Capital      Receivable        Stage        Total
                             ----------   ---------   ------   ------   ----------   -------------   -----------   ---------
<S>                          <C>          <C>         <C>      <C>      <C>          <C>             <C>           <C>
Balance at Inception,
 January 16, 2009 ........            -   $       -        -   $    -   $        -   $          -    $        -    $       -

Issuance of common stock
 for cash ($0.0007,
 January 16, 2009) .......    9,000,000         900        -        -        5,100              -             -        6,000

Issuance of common stock
 for cash ($0.01,
 December 9, 2009) .......    2,900,000         290        -        -       28,710           (500)            -       28,500

Net loss for the period
 January 16, 2009 (Date
 of Inception) through
 December 31, 2009 .......            -           -        -        -            -              -       (62,634)     (62,634)
                             ----------   ---------   ------   ------   ----------   ------------    ----------    ---------

Balance, December 31, 2009   11,900,000       1,190        -        -       33,810           (500)      (62,634)   $ (28,134)
                             ==========   =========   ======   ======   ==========   ============    ==========    =========

                           The accompanying notes are an integral part of the financial statements.

                                                             F-4
</TABLE>
<PAGE>

                             Kids Germ Defense Corp.
                        (a development stage enterprise)
                             STATEMENT OF CASH FLOWS

                                                        Period from January 16,
                                                        2009 (Date of Inception)
                                                       through December 31, 2009
                                                       -------------------------

OPERATING ACTIVITIES:
  Net loss ............................................        $(62,634)
  Adjustments to reconcile net loss to net
   cash used by operating activities:
    Increase in accounts payable ......................          35,388
                                                               --------
  Net cash used by operating activities ...............         (27,246)
                                                               --------

FINANCING ACTIVITIES:
  Proceeds from advances from stockholder .............          18,000
  Proceeds from sale of stock .........................          34,500
                                                               --------
  Net cash provided by financing activities ...........          52,500
                                                               --------

NET INCREASE IN CASH ..................................          25,254
Cash at beginning of period ...........................               -
                                                               --------
Cash at end of period .................................        $ 25,254
                                                               ========


SUPPLEMENTAL CASH FLOW DISCLOSURES:
Cash paid for income taxes ............................        $      -
                                                               ========
Cash paid for interest ................................        $      -

SUPPLEMENT SCHEDULE OF NON-CASH INVESTING
 AND FINANCING ACTIVITIES:
Issuance of 50,000 shares of common stock
 for a stock subscription receivable ..................        $    500
                                                               ========

    The accompanying notes are an integral part of the financial statements.

                                       F-5
<PAGE>

                             Kids Germ Defense Corp.
                        (a development stage enterprise)
                        Notes to the Financial Statements
                                December 31, 2009

NOTE 1.  GENERAL ORGANIZATION AND BUSINESS

Kids Germ Defense Corp. (the "Company") is a development stage enterprise that
was incorporated in the state of Florida on January 16, 2009. To date, the
Company's activities have been limited to raising capital, organizational
matters and structuring its business plan. The corporate headquarters are
located in Sarasota, Florida. The Company's planned line of business will be
manufacture, wholesale, marketing and sales of germ defense products for
children up to ten years of age.

NOTE 2.  GOING CONCERN

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. For the period ended December 31,
2009, the Company has had a net loss of $62,634. As of December 31, 2009, the
Company has not emerged from the development stage. In view of these matters,
the Company's ability to continue as a going concern is dependent upon the
Company's ability to begin operations and to achieve a level of profitability.
Since inception, the Company has financed its activities principally from loans
from the executive officer and sale of public equity securities. The Company
intends on financing its future development activities and its working capital
needs largely from the sale of public equity securities with some additional
funding from other traditional financing sources, including term notes until
such time that funds provided by operations are sufficient to fund working
capital requirements. The financial statements of the Company do not include any
adjustments relating to the recoverability and classification of recorded
assets, or the amounts and classifications of liabilities that might be
necessary should the Company be unable to continue as a going concern.

NOTE  3. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

The significant accounting policies followed are:

Accounting Basis

   In the opinion of management, all adjustments consisting only of normal
   recurring adjustments necessary for a fair statement of a) the results of
   operations for the period ended December 31, 2009 and b) the financial
   position at December 31, 2009 and c) the cash flows for the period ended
   December 31, 2009, have been made.

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 disclosure of contingent assets and liabilities
   at the date of the financial statements and the reported amounts of revenues
   and expenses during the reporting period. Actual results could differ from
   those estimates.

                                       F-6
<PAGE>

Cash and Cash Equivalents

   The Company's financial instruments include cash and due to related party.
   The carrying amounts of cash and due to related party approximate their fair
   value, due to the short-term nature of these items.

Property and Equipment

   Property and equipment will be recorded at cost. Depreciation and
   amortization expense will be calculated using the straight-line and
   accelerated methods of accounting over the estimated useful lives of the
   assets. Currently, the Company does not have any property and equipment.

   Maintenance and repairs are charged to operations when incurred. Betterments
   and renewals are capitalized. When property and equipment are sold or
   otherwise disposed of, the asset account and related accumulated depreciation
   account are relieved, and any gain or loss is included in operations. For the
   period ended December 31, 2009, the Company did not have any repairs and
   maintenance costs.

   The Company follows the financial accounting and reporting requirements for
   the impairment of long-lived assets, excluding goodwill and intangible
   assets, to be held and used or disposed of. The carrying values of long-lived
   assets will be periodically reviewed by the Company and impairments would be
   recognized if the expected future operating non-discounted cash flows derived
   from an asset were less than its carrying value and if the carrying value is
   more than the fair value of the asset. At December 31, 2009, the Company did
   not have any assets that it considered impaired.

Revenue and Cost Recognition

   The Company has no current source of revenue; therefore the Company has not
   yet adopted any policy regarding the recognition of revenue or cost.

Advertising Costs

   The Company's policy regarding advertising is to expense advertising when
   incurred. The Company had incurred $35 in advertising expense for the period
   ended December 31, 2009.

Income Taxes

   Income taxes are provided for the tax effects of transactions reported in the
   financial statements and consist of taxes currently due plus deferred taxes
   resulting from temporary differences. Such temporary differences result from
   differences in the carrying value of assets and liabilities for tax and
   financial reporting purposes. The deferred tax assets and liabilities
   represent the future tax consequences of those differences, which will either
   be taxable or deductible when the assets and liabilities are recovered or
   settled. Valuation allowances are established when necessary to reduce
   deferred tax assets to the amount expected to be realized.

                                       F-7
<PAGE>

Earnings (Loss) Per Share

   As of December 31, 2009, the Company had no unrecognized tax benefits or
   related interest and penalties. We will include future interest and penalties
   associated with any unrecognized benefits within provision for income taxes
   on the Statements of Operations. We do not anticipate any unrecognized
   benefits in the next 12 months that would result in a material change to our
   financial position.

   Basic loss per share is computed by dividing net loss attributable to common
   stockholders by the weighted average common shares outstanding for the
   period. Diluted loss per share is computed giving effect to all potentially
   dilutive common shares. Potentially dilutive common shares may consist of
   incremental shares issuable upon the exercise of stock options and warrants
   and the conversion of notes payable to common stock. In periods in which a
   net loss has been incurred, all potentially dilutive common shares are
   considered antidilutive and thus are excluded from the calculation. At
   December 31, 2009, the Company did not have any potentially dilutive common
   shares.

RECENT ACCOUNTING PRONOUNCEMENTS
--------------------------------

Below is a listing of the most recent accounting standards and their effect on
the Company.

   In January 2010, the FASB (Financial Accounting Standards Board) issued
   Accounting Standards Update 2010-03 (ASU 2010-03), Extractive Activities--Oil
   and Gas (Topic 932): Oil and Gas Reserve Estimation and Disclosures. This
   amendment to Topic 932 has improved the reserve estimation and disclosure
   requirements by (1) updating the reserve estimation requirements for changes
   in practice and technology that have occurred over the last several decades
   and (2) expanding the disclosure requirements for equity method investments.
   This is effective for annual reporting periods ending on or after December
   31, 2009. However, an entity that becomes subject to the disclosures because
   of the change to the definition oil- and gas- producing activities may elect
   to provide those disclosures in annual periods beginning after December 31,
   2009. Early adoption is not permitted. The Company does not expect the
   provisions of ASU 2010-03 to have a material effect on the financial
   position, results of operations or cash flows of the Company.

   In January 2010, the FASB issued Accounting Standards Update 2010-02,
   Consolidation (Topic 810): Accounting and Reporting for Decreases in
   Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but does
   not change, the scope of current US GAAP. It clarifies the decrease in
   ownership provisions of Subtopic 810-10 and removes the potential conflict
   between guidance in that Subtopic and asset derecognition and gain or loss
   recognition guidance that may exist in other US GAAP. An entity will be
   required to follow the amended guidance beginning in the period that it first
   adopts FAS 160 (now included in Subtopic 810-10). For those entities that
   have already adopted FAS 160, the amendments are effective at the beginning
   of the first interim or annual reporting period ending on or after December
   15, 2009. The amendments should be applied retrospectively to the first
   period that an entity adopted FAS 160. The Company does not expect the
   provisions of ASU 2010-02 to have a material effect on the financial
   position, results of operations or cash flows of the Company.

                                       F-8
<PAGE>

   In January 2010, the FASB issued Accounting Standards Update 2010-01, Equity
   (Topic 505): Accounting for Distributions to Shareholders with Components of
   Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This
   amendment to Topic 505 clarifies the stock portion of a distribution to
   shareholders that allows them to elect to receive cash or stock with a limit
   on the amount of cash that will be distributed is not a stock dividend for
   purposes of applying Topics 505 and 260. Effective for interim and annual
   periods ending on or after December 15, 2009, and would be applied on a
   retrospective basis. The Company does not expect the provisions of ASU
   2010-01 to have a material effect on the financial position, results of
   operations or cash flows of the Company.

   In December 2009, the FASB issued Accounting Standards Update 2009-17,
   Consolidations (Topic 810): Improvements to Financial Reporting by
   Enterprises Involved with Variable Interest Entities. This Accounting
   Standards Update amends the FASB Accounting Standards Codification for
   Statement 167. (See FAS 167 effective date below)

   In December 2009, the FASB issued Accounting Standards Update 2009-16,
   Transfers and Servicing (Topic 860): Accounting for Transfers of Financial
   Assets. This Accounting Standards Update amends the FASB Accounting Standards
   Codification for Statement 166. (See FAS 166 effective date below)

   In October 2009, the FASB issued Accounting Standards Update 2009-15,
   Accounting for Own-Share Lending Arrangements in Contemplation of Convertible
   Debt Issuance or Other Financing. This Accounting Standards Update amends the
   FASB Accounting Standard Codification for EITF 09-1. (See EITF 09-1 effective
   date below) In October 2009, the FASB issued Accounting Standards Update
   2009-14, Software (Topic 985): Certain Revenue Arrangements That Include
   Software Elements. This update changed the accounting model for revenue
   arrangements that include both tangible products and software elements.
   Effective prospectively for revenue arrangements entered into or materially
   modified in fiscal years beginning on or after June 15, 2010. Early adoption
   is permitted. The Company does not expect the provisions of ASU 2009-14 to
   have a material effect on the financial position, results of operations or
   cash flows of the Company.

   In October 2009, the FASB issued Accounting Standards Update 2009-13, Revenue
   Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This
   update addressed the accounting for multiple-deliverable arrangements to
   enable vendors to account for products or services (deliverables) separately
   rather than a combined unit and will be separated in more circumstances that
   under existing US GAAP. This amendment has eliminated that residual method of
   allocation. Effective prospectively for revenue arrangements entered into or
   materially modified in fiscal years beginning on or after June 15, 2010.
   Early adoption is permitted. The Company does not expect the provisions of
   ASU 2009-13 to have a material effect on the financial position, results of
   operations or cash flows of the Company.

   In September 2009, the FASB issued Accounting Standards Update 2009-12, Fair
   Value Measurements and Disclosures (Topic 820): Investments in Certain
   Entities That Calculate Net Asset Value per Share (or Its Equivalent). This
   update provides amendments to Topic 820 for the fair value measurement of
   investments in certain entities that calculate net asset value per share (or
   its equivalent). It is effective for interim and annual periods ending after
   December 15, 2009. Early application is permitted in financial statements for
   earlier interim and annual periods that have not been issued. The Company
   does not expect the provisions of ASU 2009-12 to have a material effect on
   the financial position, results of operations or cash flows of the Company.

                                       F-9
<PAGE>

   In July 2009, the FASB ratified the consensus reached by EITF (Emerging
   Issues Task Force) issued EITF No. 09-1, (cod in ASC Topic 470) "Accounting
   for Own-Share Lending Arrangements in Contemplation of Convertible Debt
   Issuance" ("EITF 09-1"). The provisions of EITF 09-1, clarifies the
   accounting treatment and disclosure of share-lending arrangements that are
   classified as equity in the financial statements of the share lender. An
   example of a share-lending arrangement is an agreement between the Company
   (share lender) and an investment bank (share borrower) which allows the
   investment bank to use the loaned shares to enter into equity derivative
   contracts with investors. EITF 09-1 is effective for fiscal years that
   beginning on or after December 15, 2009 and requires retrospective
   application for all arrangements outstanding as of the beginning of fiscal
   years beginning on or after December 15, 2009. Share-lending arrangements
   that have been terminated as a result of counterparty default prior to
   December 15, 2009, but for which the entity has not reached a final
   settlement as of December 15, 2009 are within the scope. Effective for
   share-lending arrangements entered into on or after the beginning of the
   first reporting period that begins on or after June 15, 2009. The Company
   does not expect the provisions of EITF 09-1 to have a material effect on the
   financial position, results of operations or cash flows of the Company.

   In June 2009, the FASB issued SFAS No. 167 (ASC Topic 810), "Amendments to
   FASB Interpretation No. 46(R) ("SFAS 167"). SFAS 167 amends the consolidation
   guidance applicable to variable interest entities. The provisions of SFAS 167
   significantly affect the overall consolidation analysis under FASB
   Interpretation No. 46(R). SFAS 167 is effective as of the beginning of the
   first fiscal year that begins after November 15, 2009. SFAS 167 will be
   effective for the Company beginning in 2010. The Company does not expect the
   provisions of SFAS 167 to have a material effect on the financial position,
   results of operations or cash flows of the Company.

   In June 2009, the FASB issued SFAS No. 166, (ASC Topic 860) "Accounting for
   Transfers of Financial Assets--an amendment of FASB Statement No. 140" ("SFAS
   166"). The provisions of SFAS 166, in part, amend the derecognition guidance
   in FASB Statement No. 140, eliminate the exemption from consolidation for
   qualifying special-purpose entities and require additional disclosures. SFAS
   166 is effective for financial asset transfers occurring after the beginning
   of an entity's first fiscal year that begins after November 15, 2009. The
   Company does not expect the provisions of SFAS 166 to have a material effect
   on the financial position, results of operations or cash flows of the
   Company.

   In April 2009, the FASB issued SFAS No. 164, (ASC Topic 810) "Not-for-Profit
   Entities: Mergers and Acquisitions - including an amendment of FASB Statement
   No. 142" ("SFAS 164"). The provisions of SFAS 164 provide guidance on
   accounting for a combination of not-for-profit entities either via merger or
   acquisition. SFAS 164 is effective for mergers occurring on or after the
   beginning of an initial reporting period beginning on or after December 15,
   2009 and acquisitions occurring on or after the beginning of the first annual
   reporting period beginning on or after December 15, 2009. The Company does
   not expect the provisions of SFAS 164 to have a material effect on the
   financial position, results of operations or cash flows of the Company.

                                      F-10
<PAGE>

NOTE 4   INCOME TAXES

Deferred taxes are recorded for all existing temporary differences in the
Company's assets and liabilities for income tax and financial reporting
purposes. Due to the valuation allowance for deferred tax assets, as noted
below, there was no net deferred tax benefit or expense for the period ended
December 31, 2009.

There is no current or deferred income tax expense or benefit allocated to
continuing operations for the period ended December 31, 2009.

The provision for income taxes is different from that which would be obtained by
applying the statutory federal income tax rate to income before income taxes.
The items causing this difference are as follows:

                                                                         2009
                                                                       --------
Tax expense (benefit) at U.S. statutory rate .....................     $(20,124)
State income tax expense (benefit), net of federal benefit .......       (3,445)
Change in valuation allowance ....................................       23,569
                                                                       --------
                                                                       $      -
                                                                       ========

The tax effects of temporary differences that give rise to significant portions
of the deferred tax assets and deferred tax liabilities at December 31, 2009 are
as follows:

Deferred tax assets (liability), noncurrent:
  Net operating loss .............................................       23,569
  Valuation allowance ............................................      (23,569)
                                                                       --------
                                                                       $      -
                                                                       ========

Since management of the Company believes that it is more likely than not that
the net deferred tax assets will not provide future benefit, the Company has
established a 100 percent valuation allowance on the net deferred tax assets as
of December 31, 2009.

As of December 31, 2009, the Company had federal and state net operating loss
carry-forwards totaling approximately $23,569 which begin expiring in 2024.

NOTE 5.  RELATED PARTY TRANSACTIONS

The due to related party of $18,000 consists of advances from the majority
shareholder to assist the Company with its financial obligations. These advances
are non-interest bearing, unsecured and due on demand.

The above terms and amounts are not necessarily indicative of the terms and
amounts that would have been incurred had comparable transactions been entered
into with independent parties.

                                      F-11
<PAGE>

NOTE 6.  STOCKHOLDER'S DEFICIT

The Company's Board of Directors has authorized 100,000,000 shares of common
stock with a par value of $0.0001 and 10,000,000 shares of preferred stock, par
value of $0.0001 to be issued in accordance with the terms and conditions as
determined by the Board. The Preferred Stock ranks senior to the common stock as
to dividends and liquidation.

On January 16, 2009, the Company issued 9,000,000 shares of common stock at
$0.0007 per share for a total of $6,000.

On January 16, 2009, the Company authorized a Private Placement Offering of up
to 3,000,000 shares of common stock at a price of $0.01 per share. The total
amount raised in this financing was $29,000. As of December 31, 2009, the
Company had issued 2,900,000 common shares and had received $28,500 in proceeds
from the sale of its stock and a common stock payable in the amount of $500.

NOTE 7.  CONCENTRATIONS OF RISKS

Cash Balance
------------

The Company maintains its cash in institutions insured by the Federal Deposit
Insurance Corporation (FDIC). The FDIC insures all non-interest bearing
transaction deposit accounts at an FDIC-insured institution, including all
personal and business checking deposit accounts that do not earn interest, are
fully insured for the entire amount in the deposit account. This unlimited
insurance coverage is temporary and will remain in effect for participating
institutions until December 31, 2009. All other deposit accounts at FDIC-insured
institutions are insured up to at least $250,000 per depositor until December
31, 2009. On January 1, 2010, FDIC deposit insurance for all deposit accounts,
except for certain retirement accounts, will return to at least $100,000 per
depositor.

NOTE 8.  SUBSEQUENT EVENTS

The Company has evaluated subsequent events through February 2, 2010, the date
which the financial statements were available to be issued, and no such events
have occurred.

                                      F-12