UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-K
 (Mark
One)
 x ANNUAL REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For the
fiscal year ended: December
31, 2009
 
  ̈ TRANSITION REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For the
transition period from ________ to ________
 
 Commission
File No. 000-53638
 
 OPTION PLACEMENT, INC.
 
 (Exact
name of registrant as specified in its charter)
 
 Nevada
                      26-2415625(State
      or other jurisdiction of incorporation or organization)
                      (I.R.S.
      Employer Identification
No.)
 
 2328 B Hartford
Rd  Austin, TX 78703
 (Address
of principal executive offices)
 
 (512)
750 5844
 Issuer’s
telephone number
 
 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
$0.0001 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 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 Exchange 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 whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
  ̈
Yes   x No
 
 Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
  ̈
Yes   x No
 
 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 Exchange Act). x Yes o 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.    $0
 
 APPLICABLE
ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
 PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
 
 Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.
  ̈
Yes    ̈ No
 
 (APPLICABLE
ONLY TO CORPORATE REGISTRANTS)
 
 Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date. At April 8, 2010 there were 1,000,000
shares of common stock outstanding.
 
 DOCUMENTS
INCORPORATED BY REFERENCE
 None
  
  TABLE
OF CONTENTS
 
 TABLE
      OF CONTENTS
                                                                                                                  iiFORWARD-LOOKING
      STATEMENTSPART
      IItem
      1. Description of Business
                                                                                                                  1Item
      1A. Risk Factors.
                                                                                                                  6Item
      1B. Unresolved Staff Comments.
                                                                                                                  13Item
      2. Properties.
                                                                                                                  13Item
      3. Legal Proceedings.
                                                                                                                  13Item
      4. Reserved.
                                                                                                                  13PART
      IIItem
      5. Market for Registrant’s Common Equity, Related Stockholder Matters and
      Issuer Purchases of Equity Securities.
                                                                                                                  13Item
      6. Selected Financial Data.
                                                                                                                  15Item
      7. Management’s Discussion and Analysis of Financial Condition and Results
      of Operations.
                                                                                                                  15Item
      7A. Quantitative and Qualitative Disclosures About Market
      Risk.
                                                                                                                  16Item
      8. Financial Statements and Supplementary Data.
                                                                                                                  17Item
      9. Changes in and Disagreements With Accountants on Accounting and
      Financial Disclosure.
                                                                                                                  18Item
      9A. Controls and Procedures.
                                                                                                                  18Item
      9B. Other Information.
                                                                                                                  20PART
      IIIItem
      10. Directors, Executive Officers and Corporate
Governance.
                                                                                                                  20Item
      11. Executive Compensation.
                                                                                                                  21Item
      12. Security Ownership of Certain Beneficial Owners and Management and
      Related Stockholder Matters.
                                                                                                                  22Item
      13. Certain Relationships and Related Transactions, and Director
      Independence.
                                                                                                                  22Item
      14. Principal Accounting Fees and Services.
                                                                                                                  23PART
      IVItem
      15. Exhibits, Financial Statement Schedules.
                                                                                                                  23SIGNATURES
                                                                                                                  25
  ii
  FORWARD-LOOKING
STATEMENTS
  This
Annual Report on Form 10-K and the documents incorporated by reference into the
Annual Report on Form 10-K include forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934.  These forward-looking statements can be
identified by the use of forward-looking terminology, including the words
“believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,”
“will,” “potential,” “continue,” or “should,” or, in each case, their negative
or other variations or comparable terminology.  Such statements
include, but are not limited to, any statements relating to our ability to
consummate any acquisition or other business combination and any other
statements that are not statements of current or historical facts. These
statements are based on management’s current expectations, but actual results
may differ materially due to various factors, including, but not limited to, our
being a development stage company with no operating history; our lack of
funding; the inexperience of our management with respect to our business plan;
our potential inability to consummate a business combination with an operating
company that is generating revenues; the possibility that our company may never
generate revenues; unknown risks that may attend to a business with which we
consummate a business combination; our personnel allocating their time to other
businesses and potentially having conflicts of interest with our business; the
ownership of our securities being concentrated, and those other risks and
uncertainties detailed herein and in the Company’s filings with the Securities
and Exchange Commission.
  By their
nature, forward-looking statements involve risks and uncertainties because they
relate to events and depend on circumstances that may or may not occur in the
future.  We caution you that forward-looking statements are not
guarantees of future performance and that our actual results of operations,
financial condition and liquidity, and developments in the industry in which we
operate may differ materially from those made in or suggested by the
forward-looking statements contained in this Annual Report on Form
10-K.  In addition, even if our results of operations, financial
condition and liquidity, and developments in the industry in which we operate
are consistent with the forward-looking statements contained in this Annual
Report on Form 10-K, those results or developments may not be indicative of
results or developments in subsequent periods.
  These
forward-looking statements are subject to numerous risks, uncertainties and
assumptions about us described in “Risk Factors.”  The forward-looking
events we discuss in this Annual Report on Form 10-K speak only as of the date
of such statement and might not occur in light of these risks, uncertainties and
assumptions.  Except as required by applicable law, we undertake no
obligation and disclaim any obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
  
  PART
I
 
 Item
1. Description of Business
 
 General
 
 Option
Placement, Inc. (“we”, “us” or the “Company”) was organized in the State of
Nevada on March 5, 2008.  We are a developmental stage company and
have not generated any revenues to date.  We were organized to serve
as a vehicle for a business combination through a capital stock exchange,
merger, asset acquisition or other similar business combination (a “Business
Combination”) with an operating or development stage business (the “Target
Business”) which desires to utilize our status as a reporting company under the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”).   Since inception, our business operations have comprised
attending to organizational matters, registering our class of common stock under
the Exchange Act and identifying and evaluating potential Target
Businesses.  We have no full-time employees and do not own or lease
any property.
 
 Given
that we have no current business operations, our current assets consist only of
cash and our proposed business contemplates entering into a Business Combination
with an operating company, we are a “shell company,” which is defined in Rule
405 under the Securities Act of 1933, as amended (the “Securities Act”), as a
company which has (i) no or nominal operations; and (ii) either (x) no or
nominal assets; (y) assets consisting solely of cash and cash equivalents; or
(z) assets consisting of any amount of cash and cash equivalents and nominal
other assets.  Because we are a "shell" company, the Business
Combination we enter into with a Target Business will be deemed a "reverse
acquisition" or "reverse merger."
 
 We are
not presently engaged in, and will not engage in, any substantive commercial
business until we consummate a Business Combination, if ever.  We are
currently in the process of identifying and evaluating targets for a Business
Combination but we do not have any specific Business Combination under
consideration.  Our efforts to identify a prospective Target Business
will not be limited to a particular industry or geographic
location.  In the case of all possible transactions, we intend to seek
to consummate the transaction which is most attractive and provides the greatest
opportunity for creating securityholder value.  The determination of
which opportunity is the most attractive will be based on our analysis of a
variety of factors, including the terms of the transaction and the perceived
quality of the business of the Target Business, among other factors described
below.  We believe that the owners of potential Target Businesses may
find an acquisition by us to be an easier and less dilutive means to achieve
liquidity than an initial public offering or other financing transaction. We
cannot assure you that we will be able to identify and attract a Target Business
or that we will be able to engage in a transaction on favorable terms or at
all.
 
 Affecting
a Business Combination
 
 General.
 
 A
Business Combination may involve the acquisition of or merger with, a company
that desires to have a class of securities registered under the Exchange Act,
while avoiding what it may deem to be the adverse consequences of undertaking a
public offering itself.  These include time delays, significant
expense, possible loss of voting control by the target's existing management
through dilution of their ownership position and compliance with various federal
and state securities laws.  As more fully described below under the
heading “Form of acquisition;
Opportunity for stockholder approval,” the proposed structure of a
Business Combination may not require that we seek stockholder approval for the
transaction and holders of our common stock may not have the opportunity to vote
upon a proposed Business Combination.
 
 Search
for a Target Business.
  We are
currently in the process of identifying and evaluating potential Target
Businesses.  As described below in more detail, we have virtually
unrestricted flexibility in identifying and selecting prospective acquisition
candidates.  At such time as we affect a Business Combination, if
ever, we may be impacted by numerous risks inherent in the business and
operations of the Target Business.  The risks attendant to the Target
Business may include risks typical of a financially unstable company or an
entity in its early stage of development or growth, including entities without
established records of sales or earnings.  Although our management
will endeavor to evaluate the risks inherent in a particular target, we cannot
assure you that we will properly ascertain or assess all significant risk
factors.
  1
  Sources
of Target Businesses.
 
 We intend
to source our target opportunities from various internal and external
sources.  Target candidates have been, and we anticipate will continue
to be, brought to our attention from affiliated and unaffiliated
sources.  We believe that we will be able to identify target
opportunities from internal sources primarily resulting from personal contacts
and relationships that our officer and director and his affiliates have
developed and maintain with various professionals, including accountants,
consultants, bankers, attorneys and other investors, as a result of formal or
informal inquiries or discussions they may have, as well as
attending trade shows or conventions.  In no event will any of our
existing officer, director or stockholders, or any entity with which they are
affiliated, be paid any finder’s fee, consulting fee or other compensation prior
to, or for any services they render in order to effectuate, the consummation of
a Business Combination.
 
 Target
Business candidates may be brought to our attention by unaffiliated sources as a
result of being solicited by us through calls or mailings.  These
sources may also introduce us to Target Business candidates in which they
believe we may have an interest.  In addition, we may retain the
services of agents or other representatives to identify or locate suitable
targets on our behalf, though we have not engaged any such persons, to
date.  In the event that we retain the services of professional firms
or other individuals that specialize in business acquisitions, we may pay a
finder’s fee, consulting fee or other compensation to be determined in an arm’s
length negotiation.  We have not adopted any policies with respect to
utilizing the services of consultants or advisors to assist in the
identification of a Target Business, the criteria to be used in selecting such
consultants or advisors, the services to be provided, the term of service, or
regarding the total amount of fees that may be paid.  However, because
of our limited cash resources, it is likely that any such fee we agree to pay
would be paid in shares of our common stock.
 
 Selection
criteria of a Target Business.
 
 Our
management will have virtually unrestricted flexibility in identifying and
selecting a prospective Target Business.  We have not established any
specific attributes or criteria (financial or otherwise) for prospective Target
Businesses.  In evaluating a prospective Target Business, our
management will consider, among other factors, the following:
 
 ·
              financial
      condition and results of operation;
 ·
              growth
      potential;
 ·
              experience
      and skill of management and availability of additional
      personnel;
 ·
              capital
      requirements;
 ·
              competitive
      position;
 ·
              barriers
      to entry in the industry;
 ·
              stage
      of development of the products, processes or
  services;
 ·
              degree
      of current or potential market acceptance of the products, processes or
      services;
 ·
              proprietary
      features and degree of intellectual property or other protection of the
      products,processes or services;
 ·
              regulatory
      environment of the industry; and
 ·
              costs
      associated with effecting the Business
  Combination.
 
 These
criteria are not intended to be exhaustive or to in any way limit the board of
director’s unrestricted discretion to enter into a Business Combination with any
Target Business.  Any evaluation relating to the merits of a
particular Business Combination will be based, to the extent relevant, on the
above factors as well as other considerations deemed relevant by our
management.  In evaluating a prospective Target Business, we will
conduct as extensive a due diligence review of potential targets as possible
given the lack of information that may be available regarding private companies,
our limited personnel and financial resources and the inexperience of our
management with respect to such activities.  We expect that our due
diligence may include, among other things, meetings with the Target Business’s
incumbent management and inspection of its facilities, as well as a review of
financial and other information that is made available to us.  This
due diligence review will be conducted by our management with the assistance of
the Company's counsel and accountants, as necessary.
  2
  Our
limited funds and the lack of full-time management will likely make it
impracticable to conduct a complete and exhaustive investigation and analysis of
a Target Business candidate before we consummate a Business Combination.
Management decisions, therefore, will likely be made without detailed
feasibility studies, independent analysis, market surveys and the like which, if
we had more funds available to us, would be desirable. We will be particularly
dependent in making decisions upon information provided by the promoters,
owners, sponsors or others associated with the business opportunity seeking our
participation.
  The time
and costs required to select and evaluate a Target Business and to structure and
complete the Business Combination cannot presently be ascertained with any
degree of certainty. Any costs incurred with respect to the identification and
evaluation of a prospective Target Business with which a Business Combination is
not ultimately completed may result in a loss to us.
  Lack
of diversification.
  We expect
that we will be able to consummate a Business Combination with only one
candidate given that, among other considerations, we will not have the resources
to diversify our operations and the dilution of interest to present and
prospective stockholders, which is likely to occur as a result of our
management's plan to offer a controlling interest to a Target Business in order
to achieve a tax free reorganization, as described below, will render more than
one Business Combination unlikely. Therefore, at least initially, the prospects
for our success may be entirely dependent upon the future performance of a
single business and we will not benefit from the possible spreading of risks or
offsetting of losses. By consummating a Business Combination with a single
entity, our lack of diversification may:
  ·
              subject
      us to numerous economic, competitive and regulatory developments, any or
      all of which may have a substantial adverse impact upon the particular
      industry in which we may operate subsequent to a Business Combination,
      and
  ·
              result
      in our dependency upon the development or market acceptance of a single or
      limited number of products, processes or
  services.
  Limited
ability to evaluate the Target Business.
  Our assessment of a Target Business
will be based upon discussions with management of the Target Business and a
review of due diligence material relating to the Target Business available to it
during the evaluation period. Any such assessment may not be
accurate.
  Although
we intend to scrutinize the management of a prospective Target Business when
evaluating the desirability of affecting a Business Combination, we cannot
assure you that our assessment of the Target Business’s management will prove
accurate. In addition, we cannot assure you that future management will have the
necessary skills, qualifications or abilities to manage a public company.
Furthermore, the future role of our management in the Target Business following
a Business Combination cannot presently be stated with any certainty, though it
is unlikely that our current management will continue to be associated with a
Target Business with which we consummate a Business Combination, other than as
stockholders.
  Given our
current resources, we will likely enter into a Business Combination with a
privately-held company. Generally, very little public information exists about
these companies and we will be required to rely on the ability of our management
to obtain adequate information to evaluate the potential returns from entering
into a Business Combination with such a company. If we do not uncover all
material information about a Target Business prior to a Business Combination, we
may not make a fully informed investment decision and we may lose money on our
investments.
  3
  Form
of acquisition; Opportunity for stockholder approval.
 
 The
manner in which we participate in a Business Combination will depend upon, among
other things, the nature of the opportunity and the respective requirements and
desires of management of our Company and of the Target Business.  In
addition, the structure of any Business Combination will be dispositive as to
whether stockholder approval of the Business Combination is
required.
 
 Although
the terms of any Business Combination cannot be predicted, it is likely that we
will seek to structure a Business Combination to qualify as a tax-free
transaction under the Internal Revenue Code of 1986, as amended (the
"Code").  Tax free treatment of such a transaction can be
accomplished, if structured correctly, either through the acquisition of all of
the outstanding shares of capital stock of a Target Business or through a merger
(either directly or through a wholly owned subsidiary of our Company) with a
Target Business.  Depending on the circumstances of any acquisition,
however, we may not be able to structure a transaction in the most tax
advantageous manner.  Further, we cannot assure you that the Internal
Revenue Service or state tax authorities will agree with our tax treatment of
any transaction.
 
 If the
transaction is structured as an acquisition, we will acquire our participation
in a Target Business through the acquisition of all of the outstanding shares of
its capital stock in exchange for the issuance of our common stock or other
securities to the security holders of the Target Business.  If the
transaction is structured as a statutory merger or consolidation, we would merge
a Target Business with and into our Company or a wholly owned subsidiary of our
Company.
 
 Acquisition:  Under
Section 368(a)(1) of the Code, in order for a stock exchange transaction to
qualify as a "tax free" reorganization, the holders of the stock of the target
must receive a number of shares of our capital stock equal to 80% or more of the
voting stock of our Company.  If a transaction were structured to take
advantage of these provisions rather than other "tax free" provisions provided
under the Code, our existing stockholders would, in such circumstances, retain
20% or less of the total issued and outstanding shares of the surviving
entity.  Depending upon the relative negotiating strength of the
parties, our stockholders at the time of the Business Combination may retain
substantially less than 20% of the total issued and outstanding shares of our
Company, which is likely in our case.  This would result in
substantial additional dilution to the equity of those persons who were
stockholders of our Company prior to such Business Combination.  As
part of such a transaction, all or a majority of the Company's then management
at the time may resign and new directors may be appointed without any vote by
stockholders.  If the Business Combination is structured as an
acquisition of a Target Business's stock, our Company will not require the vote
or approval of stockholders and the transaction may be accomplished in the sole
determination of management.
 
 Merger:  In
a merger transaction, we would merge a Target Business with and into our Company
or a direct wholly-owned subsidiary.  Simultaneous with the merger, we
may affect a recapitalization in order to achieve a manageable float of our
outstanding capital stock.  However, a proposed merger transaction
would require the approval of the holders of a majority of the outstanding
shares of our common stock and it may necessitate calling a stockholders'
meeting to obtain such approval and filings with the SEC and state
agencies.  The necessity to obtain stockholder approval may result in
delay and additional expense in the consummation of any proposed transaction and
will also give rise to certain rights to dissenting stockholders who could
require that the Company purchase their shares at a price equal to the fair
market value in cash.
 
 In light
of the above, management likely will seek to structure a Business Combination so
as not to require stockholder approval.
 
 In view
of our status as a "shell" company, any acquisition of the stock of or the
merger with an operating company would be deemed to be a "reverse acquisition"
or "reverse merger."
 
 We
anticipate that the investigation of specific business opportunities and the
negotiation, drafting and execution of relevant agreements, disclosure documents
and other instruments will require significant management time and attention and
substantial cost for accountants, attorneys and others.  If a decision
is made not to participate in a specific business opportunity, the costs
incurred in the related investigation would not be
recoverable.  Furthermore, even if an agreement is reached for a
Business Combination, the failure to consummate that transaction may result in
the loss to the Company of the related costs incurred.
  4
  Competition
 
 Our
ability to consummate a Business Combination will be constrained by our lack of
financial resources to provide to the Target Business.  We expect that
in the course of identifying, evaluating and selecting a Target Business, we may
encounter intense competition from other entities having a business objective
similar to ours.  These include blank check companies that have raised
significant capital through sales of securities registered under federal
securities laws that have a business plan similar to ours and consequently
possess a significant competitive advantage over our Company both from a
financial and personnel perspective.  Additionally, we may be subject
to competition from other entities having a business objective similar to ours,
including venture capital firms, leveraged buyout firms and operating businesses
looking to expand their operations through acquisitions.  Many of
these entities are well established, possess significant capital and have
extensive experience identifying and affecting business combinations directly or
through affiliates.  Moreover, nearly all of these competitors possess
greater technical, human and other resources than us.  In addition, we
will experience competition from other modestly capitalized shell companies that
are seeking to enter into business combinations with targets similar to those we
expect to pursue.
 
 While we
believe there may be numerous potential target candidates with which we could
affect a Business Combination, our ability to compete in affecting a Business
Combination with prime candidates will be limited by our lack of financial
resources.  This inherent competitive limitation gives others an
advantage in pursuing the acquisition of the most attractive Target
Businesses.
 
 If we
succeed in affecting a Business Combination, there will be, in all likelihood,
intense competition from competitors of the Target Business. We cannot apprise
you of any of these risks nor can we assure you that, subsequent to a Business
Combination, we will have the resources or ability to compete
effectively.
 
 Employees
 
 We have
one executive officer who has other business interests and is not obligated to
devote any specific number of hours to our matters.  He intends to
devote only as much time as he deems necessary to our affairs.  The
amount of time management will devote to our affairs in any time period will
vary based on whether a Target Business has been selected for the Business
Combination and the stage of the Business Combination process the Company is
in.  Accordingly, as management identifies suitable Target Businesses,
we expect that our management will spend more time investigating such Target
Business and will devote additional time and effort negotiating and processing
the Business Combination as developments warrant.  We do not intend to
have any full time employees prior to the consummation of a Business
Combination.
 
 Our
management may engage in other business activities similar and dissimilar to
those we are engaged in without any limitations or restrictions applicable to
such activities.  To the extent that our management engages in such
other activities, there will be possible conflicts of interest in diverting
opportunities which would be appropriate for our Company to another company, or
to entities or persons with which our management is or may be associated or have
an interest, rather than diverting such opportunities to us.  Since we
have not established any policy for the resolution of such a conflict, we could
be adversely affected should our officer/director choose to place his other
business interests before ours.  We cannot assure you that such
potential conflicts of interest will not result in the loss of potential
opportunities or that any conflict will be resolved in our favor.  As
of the date hereof, our sole officer and director is not involved with any other
company having a business purpose similar to ours and has no present intention
of becoming involved with any other shell company.
 
 Our
officer and director may actively negotiate for or otherwise consent to the
disposition of all or any portion of the shares of common stock he owns, as a
condition to, or in connection, with a Business
Combination.  Therefore, it is possible that the terms of any Business
Combination will provide for the sale of all or a portion of his shares of
common stock which would raise issues relating to a possible conflict of
interest with our other security holders.
  5
  Item
1A. Risk Factors.
 
 An
investment in our securities involves a high degree of risk. You should consider
carefully all of the risks described below, together with the other information
contained in this Annual Report before making a decision to invest in our
securities.  If any of the following risks occur, our business,
financial condition and results of operations may be materially adversely
affected.
 
 The
absence of operations and revenues raises substantial doubt about our ability to
continue as a going concern.
 
 The
report of our independent auditor and Note A to the financial statements
included in this Form 10-K indicate that the Company is in the development
stage, has suffered losses from operations, has a net capital deficiency and has
yet to generate cash flow, and that these factors raise substantial doubt about
the Company’s ability to continue as a going concern.  In addition, we
have no significant assets or financial resources.  We will continue
to sustain operating expenses without corresponding revenues, at least until the
consummation of a Business Combination.  This will result in continued
net operating losses that will increase until we can consummate a Business
Combination with a profitable Target Business.  Our operating and
financial condition renders it unlikely that we would be able to obtain
third-party financing to sustain operations, if necessary.   In
light of our limited resources, we cannot assure you that we will be able to
continue operations, that we will be able to identify a suitable Target Business
or that we will consummate a Business Combination.
 
 We
are a development stage company with no operating history and, accordingly,
there is no basis upon which to evaluate our ability to achieve our business
objective.
 
 We are a
development stage company and have not engaged in any revenue generating
activities to date.  Since we do not have any operating history, you
will have no basis upon which to evaluate our ability to achieve our business
objective.  We are currently in the process of evaluating and
identifying targets for a Business Combination.  We are not presently
engaged in, and will not engage in, any substantive commercial business or
generate any revenue until we consummate such a transaction, if
ever.  We cannot assure you as to when or if a Business Combination
will occur.
 
 We
are dependent entirely upon our stockholder to fund our
operations.  We may have insufficient resources to cover our operating
expenses and the costs and expenses of consummating a Business
Combination.
 
 We are not generating any revenues and
possess limited capital to fund our operations, including for such purposes as
preparing and filing periodic reports under the Exchange Act, identifying a
Target Business and negotiating a Business Combination.  We are
dependent entirely on our sole director, officer and stockholder to provide
funds for the foregoing requirements and for any other corporate purposes that
may arise in the future.  Though our stockholder has advised us of its
intention to fund our operations, there is no written agreement binding him to
do so.  Our operating and financial condition renders it unlikely that
we would be able to obtain third-party financing to sustain operations, if
necessary.   In the even that our stockholder does not fund our
capital requirements, we may not be able to continue operations.
 
 Our
sole officer and director has never been a principal of, nor has he ever been
affiliated with, a company formed with a business purpose similar to
ours.
 
 Our sole
officer and director has never served as an officer or director of a development
stage public company with the business purpose of acquiring a Target
Business.  Furthermore, our sole officer and director has never been
involved with a public shell company of any sort.  Accordingly, you
may not be able to adequately evaluate his ability to consummate successfully a
Business Combination.
  6
  Our
officer and director will apportion his time to other businesses which may cause
conflicts of interest in his determination as to how much time to devote to our
affairs.  This conflict of interest could have a negative impact on
our ability to consummate a Business Combination.
 
 Our sole
officer and director engages in other businesses and is not required to devote
his full time or any specific number of hours to our affairs, which could create
a conflict of interest when allocating his time between our operations and his
other commitments.  We do not have and do not expect to have any full
time employees prior to the consummation of a Business
Combination.  If our officer’s and director’s other business affairs
require him to devote more substantial amounts of time to such affairs, it could
limit his ability to devote time to our affairs and could have a negative impact
on our ability to consummate a Business Combination.  We cannot assure
you that these conflicts will be resolved in our favor.
 
 Our
sole officer and director may in the future become affiliated with entities
engaged in business activities similar to those conducted by us and,
accordingly, may have conflicts of interest in determining to which entity a
particular business opportunity should be presented.`
 
 Our sole
officer and director may in the future become affiliated with entities,
including other shell companies, engaged in business activities similar to those
intended to be conducted by us, though he has no present intention of becoming
affiliated with any such entities. Additionally, our sole officer and director
may become aware of business opportunities which may be appropriate for
presentation to us as well as the other entities to which he may owe fiduciary
duties. Accordingly, he may have conflicts of interest in determining to which
entity a particular business opportunity should be presented.  We
cannot assure you that these conflicts will be resolved in our favor. As a
result, a potential Target Business may be presented to another entity prior to
its presentation to us and we may not be able to pursue a potential
transaction.
 
 Our
future success is dependent on the ability of management to complete a Business
Combination with a Target Business that operates profitably.
 
 The
nature of our operations is highly speculative.  The future success of
our plan of operation will depend to a great extent on the operations, financial
condition and management of the Target Business we may acquire. The future
success of our plan of operation will depend entirely on the operations,
financial condition and management of the Target Business with which we may
enter into a Business Combination.  While management is seeking to
enter into a Business Combination with an entity having an established,
profitable operating history and effective management, we cannot assure you that
we will be successful in consummating a Business Combination with a candidate
that meets those criteria.
 
 We
have no existing agreement for a Business Combination or other
transaction.
 
 We
presently have no written arrangement or agreement with respect to engaging in a
Business Combination.  We cannot assure you that we will successfully
identify and evaluate suitable business opportunities or that we will enter into
a Business Combination.  Management has not identified any particular
industry or specific business within an industry for evaluation.  We
cannot guarantee that we will be able to negotiate a Business Combination on
favorable terms.
 
 The
time and cost of preparing a private company to become a public reporting
company may preclude us from entering into a Business Combination with the most
attractive private companies.
 
 Target
companies that we may investigate that fail to comply with SEC reporting
requirements, financial and otherwise, may delay or preclude a Business
Combination.  Sections 13 and 15(d) of the Exchange Act require
reporting companies to provide certain information about significant
acquisitions, including audited financial statements for the company
acquired.  The time and additional costs that may be incurred by some
target entities to prepare these statements may significantly delay or
essentially preclude consummation of an acquisition.  Otherwise
suitable acquisition prospects that do not have or are unable to obtain the
required audited statements may be inappropriate for acquisition so long as the
reporting requirements of the Exchange Act are applicable.
  7
  If
we affect a Business Combination with a financially unstable company or an
entity in the early stage of development or growth, we will be subject to
greater risks than if we were to affect a Business Combination with a more
established company with a proven record of earnings and growth.
 
 Given our
financial and personnel resources compared to those of our competitors, we may
be limited to consummating a Business Combination with a company that is
financially unstable or is in the early stage of development or growth,
including an entity without established records of sales or
earnings.  To the extent we affect a Business Combination with a
financially unstable or early stage or emerging growth company, we may be
impacted by numerous risks inherent in the business and operations of such
company that we would not be subject to if we were to affect a Business
Combination with a more seasoned company with a proven record of earnings and
growth.
 
 We
likely will complete only one Business Combination, which will cause us to be
dependent solely on a single business and a limited number of products, services
or assets.
 
 Given our
limited financial resources and other considerations, it is likely we will
complete a Business Combination with only one Target
Business.  Accordingly, the prospects for our success may
be
 solely
dependent upon the performance of a single business and dependent upon the
development or market acceptance of a single or limited number of products,
processes or services.  In this case, we will not be able to diversify
our operations or benefit from the possible spreading of risks or offsetting of
losses, unlike other entities which may have the resources to complete several
Business Combinations or asset acquisitions in different industries or different
areas of a single industry so as to diversify risks and offset
losses.
 
 Given
our limited resources and the significant competition for Target Businesses, we
may not be able to consummate an attractive Business Combination.
 
 We will
encounter intense competition from other entities having a business objective
similar to ours, including blank check companies, finance companies, banks,
venture capital funds, leveraged buyout funds, operating businesses and other
financial buyers competing for acquisitions.  Many of these entities
are well established and have extensive experience in identifying and affecting
Business Combinations directly or through affiliates.  Nearly all of
these competitors possess greater financial, technical, human and other
resources than we do and our financial resources will be negligible when
contrasted with those of many of these competitors.  In addition, we
will experience direct competition from other modestly capitalized shell
companies that are seeking to enter into business combinations with targets
similar to those we expect to pursue.
 
 It
is likely that we will consummate a Business Combination with a private company
for which limited information will be available to conduct due
diligence.
 
 We likely
will enter into a Business Combination with a privately-held
company.  Generally, very little public information exists about these
companies or their management and we will be required to rely on the ability of
our management to obtain adequate information to evaluate the potential success
of entering into a transaction with such a company.  In addition, our
management will only devote limited time to the business of the Company and will
have available to it extremely limited financial resources with which to conduct
due diligence.  If our assessment of the Target Business’s operations
and management is inaccurate or we are unable to uncover all material
information about these companies, then we may not make a fully informed
investment decision, and we may lose money on our investments.
 
 If
we consummate a Business Combination by way of an acquisition, stockholders may
not have an opportunity to vote on the transaction.
 
 If we
consummate a Business Combination by way of an acquisition of the capital stock
or assets of the Target Business, the transaction may be accomplished in the
sole determination of management without any vote or approval by our
securityholders.  Accordingly, holders of our securities at the time
of any Business Combination may not have an opportunity to evaluate the Target
Business or its management and will have to rely on the judgment of management
in assessing the future profitability and viability of the Target
Business.
 
 A
Business Combination with a foreign company may subject us to additional
risks.
 
 If we
enter into a Business Combination with a foreign entity, we will be subject to
all of the risks inherent in business operations outside of the United
States.  These risks include:
 
 ·
              unexpected
      changes in, or impositions of, legislative or regulatory
      requirements;
 ·
              foreign
      currency exchange rate
fluctuations;
  8
  ·
              potential
      hostilities and changes in diplomatic and trade
    relationships;
 ·
              changes
      in duties and tariffs, taxes, trade restrictions, license obligations and
      other non-tariff barriers to trade;
 ·
              burdens
      of complying with a wide variety of foreign laws and
      regulations;
 ·
              longer
      payment cycles and difficulties collecting receivables through foreign
      legal systems;
 ·
              difficulties
      in enforcing or defending agreements and intellectual property
      rights;
 ·
              reduced
      protection for intellectual property rights in some
    countries;
 ·
              potentially
      adverse tax consequences; and
 ·
              political
      and economic instability.
 
 If we are
not successful managing these risks among others that we may not identify at the
time of a Business Combination, our business may be negatively
impacted.
 
 Since
we have not yet selected a particular industry or Target Business with which to
complete a Business Combination, we are unable to ascertain the merits or risks
of the industry or business in which we may ultimately operate at this
time.
 
 We are
currently in the process of evaluating and identifying targets for a Business
Combination.  However, our plan of operation permits our board of
directors to consummate a Business Combination with a company in any industry it
chooses and is not limited to any particular industry or type of
business.  Accordingly, there is no current basis to evaluate the
possible merits or risks of the particular industry in which we may ultimately
operate or the Target Business that we may ultimately acquire.  To the
extent we complete a Business Combination with a company that does not have a
stable history of earnings and growth or an entity in a relatively early stage
of its development, we may be affected by numerous risks inherent in the
business operations of those entities.  If we complete a Business
Combination with an entity in an industry characterized by a high level of risk,
we may be affected by the currently unascertainable risks of that
industry.  Such risks, among other things, could preclude the
Company's ability to secure financing for operations after a Business
Combination, should it be required.  Although our management will
endeavor to evaluate the risks inherent in a particular industry or Target
Business, we cannot assure you that we will properly ascertain or assess all of
the significant risk factors.  Even if we properly assess those risks,
some of them may be outside of our control.
 
 Our
long-term success will be dependent in large part upon the management team of
the Target Business, which may be difficult to fully evaluate.
 
 After a
Business Combination, our long-term success we will be dependent upon the
management team of the Target Business.  Although we intend to
scrutinize the management team of a prospective Target Business as closely as
possible in connection with evaluating the desirability of affecting a Business
Combination, we cannot assure you that our assessment of the management team
will prove to be correct.  These individuals may be unfamiliar with
the complex disclosure and financial reporting requirements imposed on U.S.
public companies and other requirements of operating a public company, which
could divert their attention from their core business to the determent of the
operating results of the Target Business.
 
 If
we are unable to structure the Business Combination as a “tax free” transaction,
potential Target Businesses could be deterred from entering into such a
transaction with our Company.
 
 We may
not be able to structure our acquisition to result in tax-free treatment for the
companies or their stockholders, which could deter third parties from entering
into certain Business Combinations with us.  Currently, a transaction
may be structured so as to result in tax-free treatment to both companies, as
prescribed by various federal and state tax provisions.  We intend to
structure any Business Combination so as to minimize the federal and state tax
consequences to both us and the target entity and the respective stockholders of
each company; however, we cannot guarantee that the Business Combination will
meet the statutory requirements of a tax-free reorganization or that the parties
will obtain the intended tax-free treatment upon a transfer of stock or
assets.  A non-qualifying reorganization could result in the
imposition of both federal and state taxes that may have an adverse affect on
all parties to the transaction.
  9
  We
have not conducted any market research concerning prospective business
opportunities, which may affect our ability to identify a Target
Business.
 
 We have
neither conducted nor have others made available to us results of market
research concerning prospective business opportunities.  Therefore, we
have no assurances that market demand exists for a Business Combination as
contemplated by us.  There is no assurance that we will be able to
enter into a Business Combination on terms favorable to us.  Decisions
as to which business opportunity to participate in will be unilaterally made by
our management, which, in many cases, may act without the consent, vote or
approval of our stockholders.
 
 We
have had to restate our historical financial statements.
 
 In
November 2009, we determined that there were significant errors in our financial
statements we included with our registration statement on Form 10 as filed with
the SEC on April 24, 2009 (the "Original Filing") and amendment No. 1 on Form
10/A to the Original Filing, as filed with the SEC on August 12, 2009
("Amendment No. 1").  In the Original Filing, we reported the
repayment of a loan to our sole officer, director and stockholder as a
"distribution."   We corrected the error in Amendment No. 1 but
failed to disclose that the revisions made to the financial statements
constituted a restatement of our financial statements.  We filed
Amendment No. 2 on Form 10/A to restate the financial statements in which we
disclosed that we concluded that accounting adjustments were necessary to
correct errors in previously issued financial statements contained in our
Registration Statement on Form 10 and Amendment No. 1.  A more
detailed discussion of the restatement is included in this Annual Report under
"Item 9A. Controls and Procedures."
 
 In
connection with the restatement, we identified a number of material weaknesses
in our internal control over financial reporting as of December 31, 2008
and June 30, 2009 and we re-evaluated the effectiveness of our internal
control over financial reporting for those periods.  As a result of
the reevaluation, our board of directors, which serves as our audit committee,
determined that our internal control over financial reporting was not effective
as of the close of those periods.  Under standards established by the
Public Company Accounting Oversight Board, a “material weakness” is a
deficiency, or a combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a material
misstatement of the Company’s annual or interim financial statements will not be
prevented or detected on a timely basis.
 
 To date,
we have taken only limited action to remediate the material weaknesses in our
internal control over financial reporting, as more fully described in "Item 9A.
Controls and Procedures."  In view of our size, available resources
and the scope of our business, we are unable to implement the measures most
likely to remediate the material weaknesses we identified, including
establishing an audit committee and hiring qualified accounting personnel;
however, our sole officer and director is working more closely with the person
engaged by the Company to prepare its financial statements and is allocating
more time to the process of preparing the financial statements.  We
cannot assure you that these measures will be effective in mitigating or
preventing these specific material weaknesses or the incidence of other
significant deficiencies or material weaknesses in our internal control over
financial reporting in the future.  The execution of restatements like
the one described above creates a significant strain on our internal resources
and could cause delays in our filing of quarterly or annual financial results,
increase our costs, cause management distraction, impair investors' perception
of the reliability of our financial statements and otherwise negatively impact
our reputation.   In addition, we may become the subject of
private or government actions regarding these matters which could have a
material adverse effect on our business, financial condition, results of
operations, cash flows and the trading price for our securities in any market
that may develop for them.
 
 Failure
to implement and maintain effective internal controls over financial reporting
could negatively affect our ability to provide accurate and timely financial
information and harm our business in many other ways.
 
 During
fiscal 2009, we identified a number of material weaknesses in our internal
control over financial reporting.  We cannot assure you that the
remediation measures we have taken with respect to the weaknesses we identified
will be adequate to enable us to remedy the specific material weaknesses and
deficiencies in our controls and procedures and permit us to avoid other
material weaknesses or significant deficiencies in the future.
  10
  Commencing
with the filing of our annual report on Form 10-K with the Securities and
Exchange Commission, or SEC, for the year ending December 31, 2010, both we and
our independent registered public accounting firm will be required to attest to
the effectiveness of our internal control over financial reporting as required
by Section 404 of the Sarbanes-Oxley Act.  While we anticipate
being compliant with the requirements of Section 404 for our fiscal year
ending December 31, 2010, we cannot be certain as to the impact negative
conclusions in our report or our auditor's report thereon may have on our
operations.
 
 Our
failure to implement and maintain the appropriate internal controls over
financial reporting or the requirements of Section 404 could negatively affect
our ability to provide accurate and timely financial information, require us to
restate past financial statements at great cost to us; subject us to liability
for misstatements under federal and state securities laws; may cause investors
to lose confidence in our reported financial information, which could require us
to incur additional costs to improve our internal control systems and procedures
and materially harm our business.
 
 Our
compliance with changing laws and rules regarding corporate governance and
public disclosure may result in additional expenses to us which, in turn, may
adversely affect our ability to continue our operations.
  Keeping
abreast of, and in compliance with, changing laws, regulations and standards
relating to corporate governance and public disclosure, including the
Sarbanes-Oxley Act of 2002, new SEC regulations and will require an increased
amount of management attention and external resources.  We intend to
continue to invest all reasonably necessary resources to comply with evolving
standards, which may result in increased general and administrative expenses and
a diversion of management time and attention from revenue-generating activities
to compliance activities.  This could have an adverse impact on our
operations.
 
 Limitations
on liability and indemnification matters.
 
 As permitted by the corporate laws of
the State of Nevada, we have included in our articles of incorporation a
provision to eliminate the personal liability of our directors for monetary
damages for breach or alleged breach of their fiduciary duties as directors,
subject to certain exceptions, including, for example if the director did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.  In addition, our bylaws provide that we are required to
indemnify our officers and directors under certain circumstances, including
those circumstances in which indemnification would otherwise be discretionary,
and we will be required to advance expenses to our officers and directors as
incurred in connection with proceedings against them for which they may be
indemnified.
 
 We
expect to issue a significant number of new shares of capital stock in a
Business Combination, which will result in substantial dilution and a change in
control of ownership of the Company.
 
 Our
articles of incorporation authorize the issuance of 100,000,000 shares of common
stock and 10,000,000 shares of preferred stock.  Any Business
Combination affected by us may result in the issuance of additional securities
without stockholder approval and may result in substantial dilution in the
percentage of our common stock held by our then existing
stockholders.  Moreover, the common stock issued in any such
transaction may be valued on an arbitrary or non-arm's-length basis by our
management, resulting in an additional reduction in the percentage of common
stock held by our then existing stockholders.  Our board of directors
has the power to issue any or all of such authorized but unissued shares without
stockholder approval.  To the extent that additional shares of common
stock or preferred stock are issued in connection with a Business Combination or
otherwise, dilution to the interests of our stockholders will occur and the
rights of the holders of common stock might be materially adversely
affected
  We
may issue preferred stock which may have greater rights than our common
stock.
  Our
Articles of Incorporation authorize our Company to issue up to 10,000,000 shares
of preferred stock. Currently no preferred shares are issued and outstanding;
however, we can issue shares of our preferred stock in one or more series and
can set the terms of the preferred stock without seeking any further approval
from our common stockholders.  Any preferred stock that we issue may
rank ahead of our common stock in terms of dividend priority or liquidation
premiums and may have greater voting rights than our common stock.  In
addition, such preferred stock may contain provisions allowing those shares to
be converted into shares of common stock, which could dilute the value of common
stock to current stockholders and could adversely affect the market price, if
any, of our common stock.
  11
  There
are significant restrictions on the transferability of the Shares.
 
 No outstanding shares of our common
stock have been registered under the Securities Act of 1933, as amended
(“Securities Act”), and, consequently, they may not be resold, transferred,
pledged as collateral or otherwise disposed of under federal securities laws
unless such transaction is registered under the Securities Act or an exemption
from the registration requirements of the Securities Act is
available.  In connection with any transfer of shares of our common
stock other than pursuant to an effective registration statement under the
Securities Act, the Company may require the holder to provide to the Company an
opinion of counsel to the effect that such transfer does not require
registration of such shares under the Securities Act.  Persons who
acquired our common stock prior to a Business Combination will not be entitled
to rely on Rule 144 under the Exchange Act for the resale of our securities
unless and until (i) we cease to be a shell company, (ii) at the time of the
sale we are reporting under the Exchange Act, (iii) we have filed all Exchange
Act reports and material required to be filed during the preceding 12 months,
and (iv) at least one year has elapsed from the time that we file the disclosure
required by the SEC reflecting the fact that we are no longer a shell
company.  These restrictions will limit the ability of our
stockholders to liquidate their investment.
 
 We
have not registered or qualified any shares of our class of our common stock for
resale under the Blue Sky laws of any state, which will limit the liquidity of
the common stock.
 
 The
Company has not registered or qualified its class of common stock for resale or
trading under the Blue Sky laws of any state and current management does not
anticipate doing so.  Significant state Blue Sky law restrictions may
limit our stockholders from selling their shares and potential purchasers from
acquiring our common stock.
 
 The
absence of an established trading market will limit the ability of stockholders
to dispose of their common stock.
 
 There is
currently no public trading market for any of our securities.  The
Company will not seek to list any of our securities on any exchange or have them
quoted on NASDAQ or any over-the-counter market.  Any decision to
initiate public trading of our common stock will be in the discretion of
management of a Target Company with which we consummate a Business
Combination.  Since stockholders will not be able to sell their
shares, investors in our Company should consider their liquidity needs with
respect to the securities and should be prepared to hold their shares for an
indefinite period.
 
 We
cannot assure you that following a Business Combination with an operating
business, our common stock will be listed or admitted to quotation on any
securities exchange or other trading medium, which will limit the liquidity of
the shares.
 
 Following
a Business Combination, new management may seek to initiate a public market for
our common stock.  However, we cannot assure you that following such a
transaction, our Company as then constituted will meet the initial listing
standards of any stock exchange or that our common stock will be admitted for
quotation on the over the counter bulletin board or commence trading on any
other medium.  If our common stock does not trade publicly, holders
may not be able to sell common stock.
 
 The
designation of our common stock as a "penny stock" would limit the liquidity of
the shares.
 
 Our
common stock after a Business Combination may be deemed a “penny stock” as that
term is defined under Rule 3a51-1 of the Exchange Act.  Generally, a
"penny stock" is a common stock that is not listed on a securities exchange and
trades for less than $5.00 a share.  Prices often are not available to
buyers and sellers and the market may be very limited.  Penny stocks
in start-up companies are among the riskiest equity
investments.  Broker-dealers who sell penny stocks must provide
purchasers of these stocks with a standardized risk-disclosure document prepared
by the SEC.  The document provides information about penny stocks and
the nature and level of risks involved in investing in the penny stock
market.  A broker must also provide purchasers with bid and offer
quotations and information regarding broker and salesperson compensation, make a
written determination that the penny stock is a suitable investment for the
purchaser and obtain the purchaser's written agreement to the purchase. Many
brokers choose not to participate in penny stock
transactions.  Because of the penny stock rules, there may be less
trading activity in penny stocks in any market that develops for our common
stock in the future and stockholders are likely to have difficulty selling their
shares.
  12
  FINRA
sales practice requirements may also limit a stockholder’s ability to buy and
sell our stock.
  In
addition to the “penny stock” rules described above, the Financial Industry
Regulatory Authority (“FINRA”) has adopted rules that require that in
recommending an investment to a customer, a broker-dealer must have reasonable
grounds for believing that the investment is suitable for that
customer.  Prior to recommending speculative low priced securities to
their non-institutional customers, broker-dealers must make reasonable efforts
to obtain information about the customer’s financial status, tax status,
investment objectives and other information. Under interpretations of these
rules, the FINRA believes that there is a high probability that speculative low
priced securities will not be suitable for at least some
customers.  The FINRA requirements make it more difficult for
broker-dealers to recommend that their customers buy our common stock stocks in
any market that develops for our common stock in the future, which may limit the
ability to buy and sell our stock and which will have an adverse effect on any
market that develops for our shares.
 
 We
have never paid dividends on our common stock.
 
 We have
never paid dividends on our common stock and do not presently intend to pay any
dividends in the foreseeable future.  In the unlikely event we
generated profits prior to a Business Combination, we expect to retain such
earnings and re-invest them into the Company to further its business
strategy.
 
 Item
1B. Unresolved Staff Comments.
 
 Not
Applicable.
 
 Item
2. Properties.
 
 We
maintain our principal executive offices at 2328 B
Hartford Rd, Austin, TX 78703, where our President maintains a business
office.  We use this office space free of charge.  We
believe that this space is sufficient for our current requirements. The Company
does not own or lease any properties at this time and does not anticipate owning
or leasing any properties prior to the consummation of a Business Combination,
if ever.
 
 Item
3. Legal Proceedings.
 
 The
Company presently is not a party to, nor is management aware of, any pending,
legal proceedings.
 
 Item
4. Reserved.
 
 PART
II
 
 Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities.
 
 Market
Information
 
 As of
April 8, 2010, there were three holders of record of 1,000,000 outstanding
shares of our common stock.
  13
  Our
common stock does not trade, nor is it admitted to quotation, on any stock
exchange or other trading facility.  Management has no present plan,
proposal, arrangement or understanding with any person with regard to the
development of a trading market in any of our securities.  Any
decision to initiate public trading of our common stock will be in the
discretion of management of a Target Company with which we consummate a Business
Combination.  We cannot assure you that a trading market for our
common stock will ever develop.  We have not registered our class of
common stock for resale under the blue sky laws of any state and current
management does not anticipate doing so.  The holders of shares of
common stock, and persons who may desire to purchase shares of our common stock
in any trading market that might develop in the future, should be aware that, in
addition to transfer restrictions imposed by federal securities laws,
significant state blue sky law restrictions may exist which could limit the
ability of stockholders to sell their shares and limit potential purchasers from
acquiring our common stock.
 
 We are
not obligated by contract or otherwise to issue any securities and there are not
outstanding any securities that are convertible into or exchangeable for shares
of our common stock.
 
 Shares
Available for Future Sale
 
 All
outstanding shares of our common stock are “restricted securities,” as that term
is defined under Rule 144 promulgated under the Securities Act, because they
were issued in a private transaction not involving a public
offering.  Accordingly, none of the outstanding shares of our common
stock may be resold, transferred, pledged as collateral or otherwise disposed of
unless such transaction is registered under the Securities Act or an exemption
from registration is available.  In connection with any transfer of
shares of our common stock other than pursuant to an effective registration
statement under the Securities Act, the Company may require the holder to
provide to the Company an opinion of counsel to the effect that such transfer
does not require registration of such transferred shares under the Securities
Act.
 
 Rule 144
is not available for the resale of securities initially issued by companies that
are, or previously were, shell companies, like us, unless the following
conditions are met:
 
 ·
              the
      issuer of the securities that was formerly a shell company has ceased to
      be a shell company;
 ·
              the
      issuer of the securities is subject to the reporting requirements of
      Section 13 or 15(d) of the Exchange
Act;
 ·
              the
      issuer of the securities has filed all Exchange Act reports and material
      required to be filed, as applicable, during the preceding 12 months (or
      such shorter period that the issuer was required to file such reports and
      materials), other than Current Reports on Form 8-K;
  and
 ·
              at
      least one year has elapsed from the time that the issuer filed current
      comprehensive disclosure with the SEC reflecting its status as an entity
      that is not a shell company.
 
 In the
event that a substantial number of shares of our common stock were to be sold in
any public market that may develop for our securities subsequent to a Business
Combination, such sales may adversely affect the price for the sale of the
Company's common stock securities in any such trading market.  We
cannot predict what effect, if any, market sales of currently restricted shares
of common stock or the availability of such shares for sale will have on the
market prices prevailing from time to time, if any.
 
 Dividends.
 
 We have
not paid any dividends on our common stock to date and do not presently intend
to pay cash dividends prior to the consummation of a Business
Combination.
 
 The
payment of any dividends subsequent to a Business Combination will be within the
discretion of our then seated board of directors.  Current management
cannot predict the factors which any future board of directors would consider
when determining whether or when to pay dividends.
 
 Recent
Sales of Unregistered Securities.
 
 Since inception, the Company has issued
and sold the following securities without the benefit of registration under the
Securities Act:
  14
  On February 26, 2008, the Company sold
and issued 1,000,000 shares of common stock to Jonathan Patton, at a price equal
to the par value per share pursuant to the exemption from the registration
provisions under the Securities Act of 1933 afforded by Section 4(2)
thereof
 
 Item
6. Selected Financial Data.
 
 The
information to be furnished under this Item 6 is not required of smaller
reporting companies.
 
 Item
7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.
 
 General.
 
 We were
formed to serve as a vehicle to acquire, through a capital stock exchange,
merger, asset acquisition or other similar business combination, an operating or
development stage business which desires to utilize our status as a reporting
corporation under the Exchange Act.  We have neither engaged in any
operations nor generated any revenues during the twelve-month period ended
December 31, 2009.
 
 We are
currently in the process of evaluating and identifying targets for a Business
Combination.  We are not presently engaged in, and will not engage in,
any substantive commercial business until we consummate a Business
Combination.
 
 Our
management has broad discretion with respect to identifying and selecting a
prospective Target Business.  We have not established any specific
attributes or criteria (financial or otherwise) for prospective Target
Businesses.  There are numerous risks in connection with our current
and proposed operations and plans, including those enumerated under "Item 1A
Risk Factors."  We cannot assure you that we will be successful in our
efforts to identify a Target Business and consummate a Business Combination or
that any business with which we consummate a Business Combination will be
successful
 
 We expect
that in connection with any Business Combination, we will issue a significant
number of shares of our common stock (equal to at least 80% of the total number
of shares outstanding after giving effect to the transaction, in order to ensure
that Business Combination qualifies as a “tax free” transaction under federal
tax laws).  The issuance of additional shares of our capital
stock:
  ·
              will
      significantly reduce the equity interest of our stockholders as of the
      date of the transaction; and
 
 ·
              will
      cause a change in likely result in the resignation or removal of our
      management as of the date of the
transaction.
 
 Our
management anticipates that the Company likely will be able to affect only one
Business Combination, due primarily to our financial resources and the dilution
of interest for present and prospective stockholders, which is likely to occur
as a result of our management's plan to offer a controlling interest to a Target
Business in order to achieve a tax free reorganization.  This lack of
diversification should be considered a substantial risk in investing in us,
because it will not permit us to offset potential losses from one venture
against potential gains from another.
 
 Liquidity
and Capital Resources.
 
 At
December 31, 2009, we had cash a de minimus amount of on hand.  These
funds will not be sufficient to cover our operating costs and expenses over the
next twelve months.  During the next twelve months we anticipate that
we will incur costs and expenses in connection with the preparation and filing
of reports under the Exchange Act, the identification and evaluation of targets
for a Business Combination and costs associated with negotiating and entering
into a Business Combination.
 
 To date,
we have funded our operations through loans from our stockholder and, as of
December 31, 2009, we had borrowed an aggregate of $9,150 from
him.  Our stockholder has advised us that he expects to fund
additional costs and expenses that we will incur in connection with our
operations, including as may be required to file reports under the Exchange Act,
for due diligence activities and to consummate a Business Combination, through
loans or further investment in the Company, as and when
necessary.
  15
  We cannot
provide investors with any assurance that we will have sufficient capital
resources to identify a suitable Target Business, to conduct effective due
diligence as to any Target Business or to consummate a Business
Combination.  As a result of our negative working capital, our losses
since inception and failure to generate revenues from operations, our financial
statements include a note in which our auditor has expressed doubt about our
ability to continue as a "going concern."
 
 Results
of Operations.
 
 Since our
inception, we have not generated any revenues.  We reported a net loss
for the year ended December 31, 2009 of $3,177 and a have suffered a net loss
since inception of $10,217.  The Company has used cash from operations
of $9,125 since its inception, and has a negative working capital of $10,117 at
December 31, 2009.
 
 We do not
expect to engage in any substantive activities unless and until such time as we
enter into a Business Combination with a Target Business, if ever.  We
cannot provide investors with any assessment as to the nature of a Target
Business’s operations or speculate as to the status of its products or
operations, whether at the time of the Business Combination it will be
generating revenues or its future prospects.
 
 Item
7A. Quantitative and Qualitative Disclosures About Market Risk.
 
 The
information to be furnished under this Item 7A is not required of smaller
reporting companies.
  16
  Item
8. Financial Statements and Supplementary Data.
 
 Financial
Statement Index
 
 Independent
      Auditor’s Report
                                F-1Balance
      Sheet as of December 31, 2009 and 2008
                                F-2Statement
      of Operations for the years ended December 31, 2009 and 2008 and for the
      perod March 5, 2008 (inception) through December 31, 2009
                                F-3Statement
      of Stockholders’ Deficit for the years ended December 31, 2009 and 2008
      and for the period March 5, 2008 (inception) through December 31,
      2009
                                F-4Statement
      of Cash Flows for the years ended December 31, 2009 and 2008 and for the
      period March 5, 2008 (inception) through December 31, 2009
                                F-5Notes
      to Financial Statements
                                F-6
  17
  Item
9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure.
 
 There
have not been any disagreements between the Company and our independent
accountants on any matter of accounting principles, practices or financial
statement disclosure since our inception.
 
 Item
9A. Controls and Procedures.
 
 Introduction
 
 We
maintain disclosure controls and procedures that are designed to ensure that
information we are required to disclose in the reports we file 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 management, including our Principal Executive
Officer, who is also our Principal Financial Officer, who we refer to herein as
our PEO, to allow timely decisions regarding required disclosure.
 
 Our
management also is responsible for establishing and maintaining internal control
over financial reporting which is designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of our
financial statements for external purposes in accordance with generally accepted
accounting principles.  Internal control over financial reporting
includes policies and procedures that (i) pertain to the maintenance of records
that in reasonable detail accurately and fairly reflect the transactions and
dispositions of our assets; (ii) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of our financial statements in
accordance with generally accepted accounting principles, and that our receipts
and expenditures are being made only in accordance with authorizations of our
management and directors; and (iii) provide reasonable assurance regarding the
prevention or timely detection of the unauthorized acquisition, use or
disposition of our assets that could have a material effect on our financial
statements.
 
 Our
management does not expect that our disclosure controls and procedures or
internal control over financial reporting will be effective in all
instances.  There are inherent limitations in all control systems that
reflect both resource constraints and the human element as it relates to the
application of a control system.  The design of any system of controls
is based in part upon certain assumptions about the likelihood of future events
and any design may not succeed in achieving its stated goals under all potential
future conditions.
 
 Previously
Identified Weaknesses in Controls and Procedures
 
 As
previously disclosed in Amendment No. 2 to our registration statement on Form
10/A which we filed with the SEC on November 19, 2009 ("Amendment No. 2 to Form
10") and in our quarterly report on Form 10-Q for the period ended September 30,
2009, our management identified material weaknesses in our internal control over
financial reporting as of the period ended December 31, 2008 and in each
subsequent interim period through and including September 30, 2009.  A
material weakness in internal control over financial reporting is defined by the
Public Company Accounting Oversight Board’s Audit Standard No. 5 as a
deficiency, or a combination of deficiencies, in internal control over financial
reporting, or ICFR, such that there is a reasonable possibilitythat a material
misstatement of the Company's annual or interim financial statements will not be
prevented or detected on a timely basis.  A significant deficiency is
a deficiency, or a combination of deficiencies, in ICFR that is less severe than
a material weakness, yet important enough to merit attention by those
responsible for oversight of the Company's financial reporting.
 
 We
identified the weaknesses in our ICFR in the course of preparing responses to
comments we received from the staff of the SEC to our registration statement on
Form 10, as filed with the SEC on April 24, 2009 (the "Original
Filing").  The financial statements included with the Original Filing
accounted for a payment made to a lender as a “distribution,” when, in fact,
such payment was a partial repayment of a loan.  In the amendment to
the Original Filing (which we filed with the SEC on August 12, 2009), we
restated the financial statements to indicate that the payment made to the
lender was the repayment of a loan but did not indicate that the financial
statements had been restated or include the other disclosure required by
Statement of Financial Accounting Standards ("SFAS") No. 154 adopted by the
Financial Accounting Standards Board ("FASB"), titled “Accounting Changes and
Error Corrections."  On November 19, 2009, we filed Post-Effective
Amendment No. 2 to Form 10 that included audited financial statements that
properly accounted for the partial repayment of the loan, which we identified as
having been restated and which included the disclosure required by SFAS No.
154.
  18
  Specifically,
management identified the following weaknesses in our disclosure controls and
procedures and our internal control over financial reporting:
 
 ·
              inadequate
      segregation of duties consistent with control
  objectives;
 
 ·
              insufficient
      written policies and procedures for accounting and financial reporting
      with respect to the requirements and application of generally accepted
      accounting principles and SEC disclosure
  requirements;
 
 ·
              lack
      of managerial expertise with respect to the application of generally
      accepted accounting principles;
 
 ·
              insufficient
      oversight of external audit functions;
and
 
 ·
              ineffective
      controls over period-end financial disclosure and reporting
      processes.
 
 We
believe that the weaknesses in our disclosure controls and procedures and our
internal control over financial reporting are a direct consequence of our size,
resource constraints and the nature of our business.  We are a "shell
company," as defined under the Securities Act, in that we have no operations and
nominal assets consisting solely of cash and cash equivalents.  We
were organized to serve as a vehicle for a business combination with an
operating or development stage business which desires to utilize our status as a
reporting company under the Exchange Act and we have not engaged in any business
operations and do not expect to engage in any activities, other than seeking to
identify a business with which to enter into a business
combination.  We have no full-time employees.
 
 Our PEO has discussed the weaknesses in
our ICFR and the ineffectiveness of our disclosure controls and procedures with
the Company’s counsel.  Our PEO
has determined that we are constrained by our limited financial and personnel
resources from implementing the measures required to remediate the weaknesses in
our ICFR and disclosure controls and procedures that were suggested by our
independent accountant and counsel.  We are working with
our independent accounting firm to implement written policies and procedures for
accounting and financial reporting with respect to the requirements and
application of generally accepted accounting principles and SEC disclosure
requirements. We will abide by these policies and procedures meticulously and
expect that they will be decidedly effective in alleviating the weaknesses
described above and similar weaknesses in the future.  The two of the
most significant measures recommended to us included creating an independent
audit committee to monitor the integrity of our financial reporting process and
systems of internal control regarding finance, accounting and legal compliance,
and engaging a qualified accounting employee to segregate accounting duties from
administrative duties.  Both of these recommendations are beyond our
current financial capabilities.
 
 Our PEO
has rededicated himself to expending the time necessary to ensure that all
transactions are properly reported to our accounting consultant and recorded in
our financial statements, which are ultimately audited or reviewed by our
independent auditor.  Toward this end, he has reviewed all of the
financial transactions to which the Company was a party during the year ended
December 31, 2009.  Management believes but cannot assure that these
efforts will be effective in mitigating or eliminating errors in our financial
statements.
 
 Management
will continue to explore the options available to us to remediate the material
weaknesses in our ICFR and the ineffectiveness of our disclosure controls and
procedures.  The remediation measures we ultimately implement will
necessarily reflect our resource constraints.  We cannot assure you at
this time that the actions and remediation efforts we ultimately implement will
effectively remediate the material weakness described above or prevent the
incidence of other significant deficiencies or material weaknesses in our
internal control over financial reporting in the future.
 
 In
view of the material weaknesses referenced above, our PEO concluded that we had
material weaknesses in our ICFR as of the period ended December 31, 2009
and that our disclosure controls and procedures were not effective as of the
period ended December 31, 2009.
  19
  Evaluation
of Disclosure Controls and Procedures
 
 As of the
end of the year covered by this Annual Report, our PEO conducted an evaluation
of the effectiveness of our disclosure controls and procedures as defined in
Rules 13a-15(e) and 15d-15(e) of the Exchange Act.  In view of
the weaknesses in our disclosure controls and procedures identified above and
our inability to implement remediative measures, our PEO has concluded that the
Company’s disclosure controls and procedures were not effective as of December
31, 2009 to ensure that information required to be disclosed in the reports we
file or submit 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 our management,
including our PEO, to allow timely decisions regarding required
disclosures
 
 Management’s
Annual Report on Internal Control over Financial Reporting
 
 Management
assessed the effectiveness of our internal control over financial reporting as
of the end of the period covered by this reportusing the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission in
Internal Control—Integrated
Framework.  In view of the weaknesses in our ICFR identified
above and our inability to implement remediative measures, our PEO has
concluded, based on his evaluation, that, as of December 31, 2009, the Company’s
internal control over financial reporting were not effective.
 
 Changes
in Internal Controls
 
 There
have been no changes in the Company’s internal control over financial reporting
(as defined in Rules 13a-15 and 15d-15 under the Exchange Act) during the three
months ended September 30, 2009 that have materially affected, or are reasonably
likely to materially affect, the Company’s internal control over financial
reporting.
 
 Item
9B. Other Information.
 
 None.
 
 PART
III
 
 Item
10. Directors, Executive Officers and Corporate Governance.
 
 The table
sets forth information as of the date of this Annual Report with respect to our
management:
 
 Name
                            
                            Age
                            
                            TitleJonathan
      Patton
                            
                            29
                            
                            President
      and
Director
 
 Jonathan
Patton has been a member of the board of directors and the President of the
Company since its inception.  Since 2003, Mr. Patton has been engaged
in the real estate industry as a partner or owner of several firms, including
Southern Management Trust since 2005, Capital Property Solutions LLC during 2004
and 2005, and Palmetto Property Solutions, LLC during 2003 and
2004.  His experience includes identifying investment properties,
arranging financing for and negotiating purchases of properties and disposing of
the properties.   Since 2006, Mr. Patton has conducted real
estate coaching seminars and rendered general real estate consulting services
through Palmetto Coaching LLC and Freedom Coaching LLC.
 
 The term
of office of our director expires at the Company's annual meeting of
stockholders or until his successor is duly elected and
qualified.  Our director is not compensated for serving as
such.  Officers serve at the discretion of the Board of
Directors.
  20
  Section
16 Compliance
 
 Section
16(a) of the Exchange requires officers, directors and persons who own more than
10% of a registered class of our equity securities of a company that has a class
of common stock registered under the Exchange Act to file reports of ownership
and changes in ownership with the Securities and Exchange Commission and to
furnish us with copies of all forms filed pursuant to Section
16(a).
 
 Based
solely on a review of the copies of such reports furnished to us and written
representations from our sole officer and director that no other reports were
required, to our knowledge, we believe that our sole officer and director and
stockholder required to file reports pursuant to Section 16(a) of the Exchange
Act has not yet complied with the Section 16(a) filing requirements applicable
to him with respect to 2009.
 
 Code
of Ethics.
 
 The Company has not adopted a code of
ethics.  Given the nature of the Company’s business, its limited
stockholder base and current composition of management, the board of directors
does not believe that the Company requires a code of ethics at this
time.  The board of directors takes the position that management of a
Target Business will adopt a code of ethics that will be suitable for its
operations after the Company consummates a Business Combination.
 
 Audit
Committee.
 
 The board of directors has not
established an audit committee nor adopted an audit committee charter, rather,
the entire board of directors serves the functions of an audit
committee.  In light of the prior errors in our financial statements
and the restatements thereof, management believes that an audit committee would
be desirable; however, we do not currently possess the resources required to
establish an audit committee or to offer the incentives necessary to induce
independent directors who would constitute the committee to join our
Company.  The board of directors cannot state with any certainty
whether management of a Target Business with which we enter into a Business
Combination will establish an audit committee.
 
 Stockholder
Communications.
 
 The board
of directors has not adopted a process for security holders to send
communications to the board of directors.  Given the nature of the
Company’s business, its limited stockholder base and current composition of
management, the board of directors does not believe that the Company requires a
process for security holders to send communications to the board of directors at
this time.  The board of directors takes the position that management
of a Target Business will establish such a process that will be appropriate for
its operations after the Company consummates a Business
Combination.
 
 Item
11. Executive Compensation.
 
 The
Company has not paid any cash compensation to any person since inception and
will not pay any compensation until it affects a Business Combination, at which
time compensation shall be in the discretion of then current
management.  Current management expects to devote only such time to
the affairs of the Company as required to affect the Company’s business
plan.
 
 The
Company has not adopted any retirement, pension, profit sharing, stock option or
insurance programs or other similar programs for the benefit of its
employees.
 
 The
Company does not have a compensation committee.  Given the nature of
the Company’s business, its limited stockholder base and the current composition
of management, the board of directors does not believe that the Company requires
a compensation committee at this time.  The board of directors takes
the position that management of a Target Business will take such action to
establish and seat a compensation committee that will be suitable for its
operations at such time as the Company consummates a Business Combination, if
ever.
  21
  Item
12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
 
 The
following table sets forth, as of April 8, 2010, the number of shares of common
stock owned of record and beneficially by our sole officer, director and
stockholder.
 
 The
applicable percentage of ownership is based on 1,000,000 shares
outstanding.
 
 Name and Address
                      Of Beneficial Owner (1)
                    
                    Amount of
                      Beneficial Ownership
                    
                    
                    Percent of Outstanding
                      Shares of Class Owned (2)Jonathan
      Patton
                    
                    
                    1,000,000
                    
                    
                    
                    100
                    %All
      officers and directors as a group (1 person)
                    
                    
                    1,000,000
                    
                    
                    
                    100
                    %
  1. The
address for each person named in the table above is c/o the
Company.
 
 Compensation
Plans.
 
 We have not adopted any compensation
plans for the benefit of our employees, representatives or
consultants.  The Company does not have outstanding any options,
warrants or other rights outstanding that entitle anyone to acquire shares of
capital stock.
 
 Item
13. Certain Relationships and Related Transactions, and Director
Independence.
 
 Related
Party Transactions.
 
 The
Company utilizes office space provided free of charge by Mr.
Patton.  The Company will continue to maintain its offices at this
location until the consummation of a Business Combination, if ever.
 
 Since its
inception, the Company has borrowed an aggregate of $12,550 from Jonathan
Patton, our sole officer, director and stockholder.  In 2008, the
Company repaid Mr. Patton the sum of $3,400.  The loan is evidenced by
a promissory note payable on demand with interest calculated at 8% per annum.
The proceeds of the loan were used to pay costs incurred in connection with the
filing of Exchange Act reports and for the target entity selection and due
diligence process.
 
 Director
Independence.
 
 The Company has not established its own
definition for determining whether its directors and nominees for directors are
“independent” nor has it adopted any other standard of independence employed by
any national securities exchange or inter-dealer quotation system.
 
 Current
management cannot predict whether incoming management of a Target Business upon
the consummation of a Business Combination, if such transaction occurs, will
adopt a definition of “independence” or establish any committees of the board,
such as an audit committee, a compensation committee or nominating
committee.
  22
  Item
14. Principal Accounting Fees and Services.
 
 Set forth
below are the fees and expenses invoiced by Traci J. Anderson, CPA for services
provided to us in 2009 and 2008.
 
 Fiscal
      Year Ended December 31,2009
                      
                      
                      2008Audit
      Fees
                      
                      $
                      4,000
                      
                      
                      $
                      3,000Audit
      Related Fees
                      
                      
                      0
                      
                      
                      
                      0Tax
      Fees
                      
                      
                      0
                      
                      
                      
                      0All
      Other Fees
                      
                      
                      0
                      
                      
                      
                      0
 
 Audit
Fees comprise the aggregate fees billed for professional services rendered for
the audits of the Company's annual financial statements and for the reviews of
the financial statements included in the Company's Quarterly Reports on Form
10-Q for the fiscal year.
 
 Audit-Related
Fees comprise the aggregate fees billed for audit-related services rendered for
the Company.  Audit-related fees generally include fees in support of
the Company's filing of registration statements with the SEC and similar
matters.
 
 Tax Fees
comprise the fees billed for tax-related services rendered for the Company for
the 2009.
 
 The
Company has not established an audit committee nor adopted an audit committee
charter.  Rather, it is the responsibility of the entire board of
directors to serve the functions of an audit committee and to pre-approve all
audit and permitted non-audit services to be performed by the independent
auditors, such approval to take place in advance of such services when required
by law, regulation, or rule, subject to the de minimis exceptions for non-audit
services described in Section 10A(i)(1)(B) of the Securities Exchange Act of
1934 that are approved by the board prior to completion of the
audit.
 
 PART
IV
 
 Item
15. Exhibits, Financial Statement Schedules.
 
 (a)
              Financial
      Statements
 
 The
following financial statements are filed as part of this Annual
Report:
  The
financial statements of Option Placement, Inc. and the report of independent
registered public accounting firm thereon are set forth under Part II,
Item 8 of this Annual Report.
 
 (b)
              Exhibits.
 
 The following are filed as exhibits to
this Annual Report:
  Exhibit
                          No.
                        
                        Description
                        
                        Location
                          Reference3.1
                        
                        Articles
      of Incorporation
                        
                        13.2
                        
                        Bylaws
                        
                        110.1
                        
                        Demand
      promissory note dated July 3, 2008 in the principal amount of $9,900
      executed by the registrant in favor of Jonathan Patton.
                        
                        131.1
                        
                        Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and
      Exchange Act of 1934, as amended.
                        
                        232.1
                        
                        Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002.
                        
                        2
  23
  1.
              Incorporated
      by reference to the registrant's registration statement on Form 10 as
      filed with the SEC on April 24,
2009.
 2.
              Filed
      herewith
  24
  SIGNATURES
 
 Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized on April 12, 2010.
 
 OPTION
      PLACEMENT, INC.By:
                /s/ Jonathan PattonJonathan
      Patton, President
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities indicated on April 12, 2010.
 
 Signature
                            
                            Title/s/ Jonathan Patton
                            
                            President,
      Principal Executive Officer, Principal Financial
  Officer,Jonathan
      Patton
                            
                            Principal
      Accounting Officer and
Director
  25