UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-K/A


(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




o
            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.


oYes 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.     o
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   o 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).


o
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.


o
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   o
              Accelerated
      filer     oNon-accelerated
      filer     o
              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.


o
Yes   o 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





EXPLANATORY
NOTE





This
Amendment No. 1 to the Annual Report on Form 10-K/A for the year ended December
31, 2009 of Option Placement, Inc. ("we," "us," or the “Company”) is being filed
to amend the Company’s Annual Report on Form 10-K for the year ended December
31, 2009, as initially filed with the Securities and Exchange Commission (the
“SEC”) on April 13, 2010 (the “Original Filing”), to file the audited financial
statements of the Company for the years ended December 31, 209 and 2008, which
inadvertently were omitted from the Original Filing, and to amend the language
in its certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 filed with the
Original Filing to refer to the correct report.




In
accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), each item of the Original Filing that is amended
by this Amendment No. 1 is superceded in its entirety, and this Amendment No. 1
is accompanied by currently dated certifications on Exhibit 31.1 and
32.1.
  Except as
expressly set forth in this Amendment No. 1, we are not amending any other part
of the Original Filing.  This Amendment No. 1 continues to speak as of
the date of the Original Filing, except as such disclosure is amended by this
Amendment No. 1, and does not reflect events occurring after the filing of the
Original Filing, or modify or update any related or other disclosures, including
forward-looking statements, unless expressly noted
otherwise.  Accordingly, this Amendment No. 1 should be read in
conjunction with the Original Filing and with our other filings made with the
SEC subsequent to the filing of the Original Filing.  The filing of
this Amendment No. 1 shall not be deemed an admission that the Original Filing
when made included any untrue statement of a material fact or omitted to state a
material fact necessary to make a statement not misleading.




ii





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
      period 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









REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the
Board of Directors and
 Stockholders
of Option Placement, Inc.
 
 We have
audited the accompanying balance sheets of Option Placement, Inc. (A Development
Stage Company) as of December 31, 2009 and 2008, and the related statements of
operation, stockholders’ deficit and loss, and cash flows for the period from
inception (March 5, 2008) through December 31, 2009 and for the years ended
December 31, 2009 and 2008. Option Placement, Inc.’s management is responsible
for these financial statements. Our responsibility is to express an opinion on
these financial statements based on our audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
 
 In our
opinion, the financial statements present fairly, in all material respects, the
financial position of Option Placement, Inc. as of December 31, 2009 and 2008,
and the results of its operations and its cash flows for the period from
inception (March 5, 2008) through December 31, 2009 and for the years ended
December 31, 2009 and 2008 in conformity with accounting principles generally
accepted in the United States of America.
 
 The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. As discussed in Note G to the financial statements,
the Company is in the development stage, has suffered a loss, has a net capital
deficiency and has yet to generate an internal cash flow. These factors raise
substantial doubt about the Company’s ability to continue as a going concern.
Management’s plans in regard to these matters are also described in Note A. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
  /s/ Traci AndersonTraci
      J. Anderson, CPAHuntersville,
      NC  28078April
      8, 2010
  F-1
 
 Option
Placement, Inc.
 Balance
Sheet
 (A
Development Stage Company)
  As
      ofDecember
      31, 2009
                              
                              
                              December
      31, 2008ASSETSCURRENT
      ASSETSCash
                              
                              $
                              35
                              
                              
                              $
                              84TOTAL
      CURRENT ASSETS
                              
                              
                              35
                              
                              
                              
                              84TOTAL
      ASSETS
                              
                              
                              35
                              
                              
                              
                              84LIABILITIES
      AND STOCKHOLDERS'
      DEFICITLIABILITIESCURRENT
      LIABILITIESNote
      Payable to a Related Party
                              
                              $
                              9,150
                              
                              
                              $
                              6,500Accrued
      Expenses
                              
                              
                              1,002
                              
                              
                              
                              524TOTAL
      CURRENT LIABILITIES
                              
                              
                              10,152
                              
                              
                              
                              7,024TOTAL
      LIABILITIES
                              
                              
                              10,152
                              
                              
                              
                              7,024STOCKHOLDERS'
      DEFICITPreferred
      stock ($0.0001 par value; 10,000,000 shares authorized; none issued and
      outstanding)
                              
                              
                              -
                              
                              
                              
                              -Common
      stock ($0.0001 par value; 100,000,000 shares  authorized;
      1,000,000 shares issued and outstanding)
                              
                              
                              100
                              
                              
                              
                              100Retained
      Deficit
                              
                              
                              (10,217
                              )
                              
                              
                              (7,040
                              )TOTAL
      STOCKHOLDERS' DEFICIT
                              
                              
                              (10,117
                              )
                              
                              
                              (6,940
                              )TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
                              
                              $
                              35
                              
                              
                              $
                              84
 
 The
accompanying notes are an integral part of these financial
statements.
  F-2
 
 Option
Placement, Inc.
 (A
Development Stage Company)
 Statement
of Operations
  CumulativeFor the years ended
                              
                              
                              Total SinceDecember 31,
                              
                              
                              December 31,
                              
                              
                              Inception2009
                              
                              
                              2008
                              
                              
                              March 5, 2008REVENUES:Income
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -Total
      Revenue
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -EXPENSES:Selling,
      General and Administrative
                              
                              
                              1,499
                              
                              
                              
                              16
                              
                              
                              
                              1,515Professional
      Fees
                              
                              
                              1,200
                              
                              
                              
                              6,500
                              
                              
                              
                              7,700Total
      Expenses
                              
                              
                              2,699
                              
                              
                              
                              6,516
                              
                              
                              
                              9,215Loss
      from operations
                              
                              $
                              (2,699
                              )
                              
                              $
                              (6,516
                              )
                              
                              $
                              (9,215
                              )OTHER
      INCOME/(EXPENSE):Interest
      Expense
                              
                              
                              (478
                              )
                              
                              
                              (524
                              )
                              
                              
                              (1,002
                              )NET
      LOSS
                              
                              $
                              (3,177
                              )
                              
                              $
                              (7,040
                              )
                              
                              $
                              (10,217
                              )Basic
      and fully diluted net loss per common share:
                              
                              $
                              (0.00
                              )
                              
                              $
                              (0.01
                              )
                              
                              $
                              (0.01
                              )Weighted
      average common shares outstanding
                              
                              
                              1,000,000
                              
                              
                              
                              1,000,000
                              
                              
                              
                              1,000,000
  The
accompanying notes are an integral part of these financial
statements.
  F-3
  Option
Placement, Inc.
 Statement
of Stockholders' Deficit
 (A
Development Stage Company)
  AdditionalCommon
      Stock
                        
                        
                        Preferred
      stock
                        
                        
                        Paid-in
                        
                        
                        DeficitShares
                        
                        
                        Amount
                        
                        
                        Shares
                        
                        
                        Amount
                        
                        
                        Capital
                        
                        
                        AccumulatedBalances,
      March 5, 2008 (Inception)
                        
                        
                        -
                        
                        
                        $
                        -
                        
                        
                        
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -Net
      income/(loss) for the year
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (7,040
                        )Issuance
      of common shares
                        
                        
                        1,000,000
                        
                        
                        
                        100
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Balances,
      December 31, 2008
                        
                        
                        1,000,000
                        
                        
                        $
                        100
                        
                        
                        
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        (7,040
                        )Net
      income/(loss) for the year
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (3,177
                        )Balances,
      December 31, 2009
                        
                        
                        1,000,000
                        
                        
                        $
                        100
                        
                        
                        
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        (10,217
                        )
  The
accompanying notes are an integral part of these financial
statements.
  F-4
 
 Option
Placement, Inc.
 Statement
of Cash Flows
 (A
Development Stage Company)
  For the Years
                                
                                
                                Cumulative TotalEnded December 31,
                                
                                
                                Since Inception2009
                                
                                
                                2008
                                
                                
                                March 5, 2008CASH FLOWS FROM OPERATING
      ACTIVITIES:Net
      loss
                                
                                $
                                (3,177
                                )
                                
                                $
                                (7,040
                                )
                                
                                $
                                (10,217
                                )Adjustments
      to reconcile net loss to net cash provided by (used in)operating
      activities:Changes
      in Assets and Liabilities:Increase/(decrease)
      in Accrued Expenses
                                
                                
                                478
                                
                                
                                
                                524
                                
                                
                                
                                1,002NET
      CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
                                
                                
                                (2,699
                                )
                                
                                
                                (6,516
                                )
                                
                                
                                (9,215
                                )CASH FLOWS FROM FINANCING
      ACTIVITIES:Issuance
      of Stock
                                
                                
                                -
                                
                                
                                
                                100
                                
                                
                                
                                100Proceeds
      from a Note Payable to Related Party
                                
                                
                                2,600
                                
                                
                                
                                9,950
                                
                                
                                
                                12,550Repayment
      of Note Payable to a Related Party
                                
                                
                                -
                                
                                
                                
                                (3,400
                                )
                                
                                
                                (3,400
                                )NET
      CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
                                
                                
                                2,600
                                
                                
                                
                                6,650
                                
                                
                                
                                9,250NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                                
                                
                                (99
                                )
                                
                                
                                134
                                
                                
                                
                                35CASH
      AND CASH EQUIVALENTS,BEGINNING
      BALANCE
                                
                                
                                134
                                
                                
                                
                                -
                                
                                
                                
                                -ENDING
      BALANCE
                                
                                $
                                35
                                
                                
                                $
                                134
                                
                                
                                $
                                35SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATION:CASH
      PAID DURING THE PERIOD FOR:Interest
                                
                                $
                                -
                                
                                
                                $
                                -
                                
                                
                                $
                                -Taxes
                                
                                $
                                -
                                
                                
                                $
                                -
                                
                                
                                $
                                -
  The
accompanying notes are an integral part of these financial
statements.
  F-5
  OPTION
PLACEMENT, INC.
 (A
development stage company)
 NOTES TO
THE FINANCIAL STATEMENTS
 AS OF
DECEMBER 31, 2009
 
 
 NOTE A—SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
 
 Business
Activity—Option Placement, Inc. (the "Company”) was organized under the
laws of the State of Nevada on March 5, 2008 as a corporation.  The
Company’s objective is to acquire or merge with a target business or company in
a business combination.
 
 Basis of
Presentation—The financial statements included herein were prepared under
the accrual basis of accounting.
 
 Cash and Cash
Equivalents—For purposes of the Statement of Cash Flows, the Company
considers liquid investments with an original maturity of three months or less
to be cash equivalents.
 
 Management’s Use of
Estimates—The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of financial statements and the reported amounts of
revenues and expenses during the reporting period.  Actual results
could differ from those estimates.  The financial statements above
reflect all of the costs of doing business.
 
 Revenue
Recognition—The Company’s policy is to recognize income when it is
earned.
 
 Comprehensive Income
(Loss)—The Company adopted Financial Accounting Standards Board Statement
of Financial Accounting Standards (SFAS) No. 130, “Reporting Comprehensive
Income”, which establishes standards for the reporting and display of
comprehensive income and its components in the  financial
statements.  There were no items of comprehensive income (loss)
applicable to the Company during the period covered in the financial
statements.
 
 Net Income per Common
Share—Statement of Financial Accounting Standard (SFAS) No. 128 requires
dual presentation of basic and diluted earnings per share (EPS) with a
reconciliation of the numerator and denominator of the EPS
computations.  Basic earnings per share amounts are based on the
weighted average shares of common stock outstanding.  If applicable,
diluted earnings per share would assume the conversion, exercise or issuance of
all potential common stock instruments such as options, warrants and convertible
securities, unless the effect is to reduce a loss or increase earnings per
share.  Accordingly, this presentation has been adopted for the period
presented.  There were no adjustments required to net income for the
period presented in the computation of diluted earnings per share.
 
 Deferred Taxes—Income
taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS No. 109), “Accounting for Income
Taxes.” A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss-carry
forwards.
 
 Deferred
tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that, some portion or all of the deferred
tax asset will not be realized. Deferred tax assets and liabilities are adjusted
for the effect of changes in tax laws and rates on the date of
enactment.
 
 Fair Value of Financial
Instruments—The carrying amounts reported in the balance sheet for cash,
accounts receivable and payable approximate fair value based on the short-term
maturity of these instruments.
 
 Accounts
Receivable—Accounts deemed uncollectible are written off in the year they
become uncollectible.  As of December 31, 2009 and 2008 the balance in
Accounts Receivable was $0 and $0.
  F-6
  OPTION
PLACEMENT, INC.
 (A
development stage company)
 NOTES TO
THE FINANCIAL STATEMENTS
 AS OF
DECEMBER 31, 2009
 NOTE A—SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONT.)
 
 Going Concern—
Theaccompanying
financial statements have been prepared on a going concern basis, which assumes
the Company will realize its assets and discharge its liabilities in the normal
course of business.  As reflected in the accompanying financial
statements, the Company has a deficit accumulated during the development stage
of $10,217, used cash from operations of $9,215 since its inception, and has a
negative working capital of $10,117 at December 31, 2009.
 
 The
Company’s ability to continue as a going concern is dependent upon its ability
to generate future profitable operations and/or to obtain the necessary
financing to meet its obligations and repay its liabilities arising from normal
business operations when they come due.  The Company’s ability to
continue as a going concern is also dependent on its ability to find a suitable
target company and enter into a possible reverse merger with such
company.  Management’s plan includes obtaining additional funds by
equity financing through a reverse merger transaction and/or related party
advances; however there is no assurance of additional funding being
available.  These circumstances raise substantial doubt about the
Company’s ability to continue as a going concern. The accompanying financial
statements do not include any adjustments that might arise as a result of this
uncertainty.
 
 Impairment of Long-Lived
Assets—The Company evaluates the recoverability of its fixed assets and
other assets in accordance with Statement of Financial Accounting Standards No.
144, “Accounting for the
Impairment or Disposal of Long-Lived Assets” (“SFAS 144’). SFAS 144
requires recognition of impairment of long-lived assets in the event the net
book value of such assets exceeds its expected cash flows, it is considered to
be impaired and is written down to fair value, which is determined based on
either discounted future cash flows or appraised values. The Company adopted the
statement on inception. No impairments of these types of assets were recognized
during the years ended December 31, 2009 and 2008.
 
 Stock-Based
Compensation—The Company accounts for stock-based compensation using the
fair value method of Financial Accounting Standard No. 123R.  This
Statement requires a public entity to measure the cost of employee services
received in exchange for an award of equity instruments based on the grant-date
fair value of the award (with limited exceptions).  That cost will be
recognized over the period during which an employee is required to provide
service in exchange for the award—the requisite service period (usually the
vesting period).  No compensation cost is recognized for equity
instruments for which employees do not render the requisite
service.
 
 Recent Accounting
Pronouncements— In June 2009, the Financial Accounting Standards Board
(FASB) issued its final Statement of Financial Accounting Standards (SFAS)
No. 168,“The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles a Replacement of FASB StatementNo. 162”.
SFAS No. 168 made the FASB Accounting Standards Codification (the
Codification) the single source of U.S. GAAP used by nongovernmental
entities in the preparation of financial statements, except for rules and
interpretive releases of the Securities and Exchange Commission (SEC) under
authority of federal securities laws, which are sources of authoritative
accounting guidance for SEC registrants. The Codification is meant to simplify
user access to all authoritative accounting guidance by reorganizing
U.S. GAAP pronouncements into roughly 90 accounting topics within a
consistent structure; its purpose is not to create new accounting and
reporting guidance. The Codification supersedes all existing non-SEC accounting
and reporting standards and was effective for the Company beginning July 1,
2009. Following SFAS No. 168, the Board will not issue new standards
in the form of Statements, FASB Staff Positions, or Emerging Issues Task
Force Abstracts; instead, it will issue Accounting Standards Updates (ASU). The
FASB will not consider ASUs as authoritative in their own right; these updates
will serve only to update the Codification, provide background information about
the guidance, and provide the bases for conclusions on the change(s) in the
Codification.
  F-7
  OPTION
PLACEMENT, INC.
 (A
development stage company)
 NOTES TO
THE FINANCIAL STATEMENTS
 AS OF
DECEMBER 31, 2009
 
  NOTE A—SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
 
 Recent Accounting
Pronouncements (cont’d)
 
 In August
2009, the FASB issued ASU 2009-05 which includes amendments to Subtopic 820-10,
“Fair Value Measurements and Disclosures—Overall”. The update provides
clarification that in circumstances, in which a quoted price in an active market
for the identical liability is not available, a reporting entity is required to
measure fair value using one or more of the techniques provided for in this
update. The amendments in this ASU clarify that a reporting entity is not
required to include a separate input or adjustment to other inputs relating to
the existence of a restriction that prevents the transfer of the liability and
also clarifies  that both a quoted price in an active market for the
identical liability at the measurement date and the quoted price for the
identical liability when traded as an asset in an active market when no
adjustments to the quoted price of the asset are required are Level 1 fair value
measurements. The guidance provided in this ASU is effective for the first
reporting period, including interim periods, beginning after
issuance.  The adoption of this standard did not have a material
impact on the Company’s consolidated financial position and results of
operations.
 
 In
September 2009, the FASB issued ASU 2009-06, Income Taxes (Topic 740),
”Implementation Guidance on Accounting for Uncertainty in Income Taxes and
Disclosure Amendments for Nonpublic Entities”, which provides implementation
guidance on accounting for uncertainty in income taxes, as well as eliminates
certain disclosure requirements for nonpublic entities.  For entities
that are currently applying the standards for accounting for uncertainty in
income taxes, this update shall be effective for interim and annual periods
ending after September 15, 2009. For those entities that have deferred the
application of accounting for uncertainty in income taxes in accordance with
paragraph 740-10-65-1(e), this update shall be effective upon adoption of those
standards. The adoption of this standard is not expected to have an impact on
the Company’s consolidated financial position and results of operations since
this accounting standard update provides only implementation and disclosure
amendments.
 
 In
September 2009, the FASB has published ASU No. 2009-12, “Fair Value Measurements
and Disclosures (Topic 820) - Investments in Certain Entities That Calculate Net
Asset Value per Share (or Its Equivalent)”. This ASU amends Subtopic 820-10,
“Fair Value Measurements and Disclosures – Overall”, to permit a reporting
entity to measure the fair value of certain investments on the basis of the net
asset value per share of the investment (or its equivalent). This ASU also
requires new disclosures, by major category of investments including the
attributes of investments within the scope of this amendment to the
Codification. The guidance in this Update is effective for interim and annual
periods ending after December 15, 2009. Early application is
permitted.   The adoption of this standard did not have an impact
on the Company’s consolidated financial position and results of
operations.
 
 In
October 2009, the FASB has published ASU 2009-13, “Revenue Recognition (Topic
605)-Multiple Deliverable Revenue Arrangements”, which addresses the accounting
for multiple-deliverable arrangements to enable vendors to account for products
or services (deliverables) separately rather than as a combined unit.
Specifically, this guidance amends the criteria in Subtopic 605-25, “Revenue
Recognition-Multiple-Element Arrangements”, for separating consideration in
multiple-deliverable arrangements. This guidance establishes a selling price
hierarchy for determining the selling price of a deliverable, which is based on:
(a) vendor-specific objective evidence; (b) third-party evidence; or (c)
estimates. This guidance also eliminates the residual method of allocation and
requires that arrangement consideration be allocated at the inception of the
arrangement to all deliverables using the relative selling price method and also
requires expanded disclosures. The guidance in this update is effective
prospectively for revenue arrangements entered into or materially modified in
fiscal years beginning on or after June 15, 2010. Early adoption is permitted.
The adoption of this standard is notexpected to have a
material impact on the Company’s consolidated financial position and results of
operations.
  F-8
  OPTION
PLACEMENT, INC.
 (A
development stage company)
 NOTES TO
THE FINANCIAL STATEMENTS
 AS OF
DECEMBER 31, 2009
 
 
 NOTE B—SUPPLEMENTAL CASH
FLOW INFORMATION
 
 Supplemental
disclosures of cash flow information for the years ended December 31, 2009 and
2008 is summarized as follows:
 
 Cash paid
during the year ended December 31, 2009 and 2008 for interest and income
taxes:
 
 2009
                        
                        
                        2008Income Taxes
                        
                        $
                        —
                        
                        
                        $
                        —Interest
                        
                        $
                        —
                        
                        
                        $
                        —
 
 Cash paid
for the period from inception (March 5, 2008) through December 31, 2009 for
interest and income taxes was $0.
 
 NOTE C—SEGMENT
REPORTING
 
 In June
1997, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 131, “Disclosures about Segments of an
Enterprise and Related Information.”  This statement requires
companies to report information about operating segments in interim and annual
financial statements.  It also requires segment disclosures about
products and services, geographic areas and major customers.  The
Company determined that it did not have any separately reportable operating
segments as of December 31, 2009 and 2008.
 
 NOTE D—INCOME
TAXES
 
 Due to
the operating loss and the inability to recognize an income tax benefit, there
is no provision for current or deferred federal or state income taxes for the
period from inception through December 31, 2009.
 
 Deferred
income taxes reflect the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and
the amount used for federal and state income tax purposes.
 
 The
Company’s total deferred tax asset, calculated using federal and state effective
tax rates, as of December 31, 2009 is as follows:
 
 Total
      Deferred Tax Asset
                      
                      $
                      (3,400
                      )Valuation
      Allowance
                      
                      
                      3,400Net
      Deferred Tax Asset
                      
                      $
                      -
  The
reconciliation of income taxes computed at the federal statutory income tax rate
to total income taxes for the years ended December 31, 2009 and 2008 is as
follows:
 
 2009
                      
                      
                      2008Income
      tax computed at the federal statutory rate
                      
                      
                      34.0
                      %
                      
                      
                      34.0
                      %State
      income tax, net of federal tax benefit
                      
                      
                      0.0
                      %
                      
                      
                      0.0
                      %Total
                      
                      
                      34.0
                      %
                      
                      
                      34.0
                      %Valuation
      allowance
                      
                      
                      -34.0
                      %
                      
                      
                      -34.0
                      %Total
      deferred tax asset
                      
                      
                      0.0
                      %
                      
                      
                      0.0
                      %
  F-9
  OPTION
PLACEMENT, INC.
 (A
development stage company)
 NOTES TO
THE FINANCIAL STATEMENTS
 AS OF
DECEMBER 31, 2009
 
 
 NOTE D—INCOME TAXES
(CONT’D)
 
 Because
of the Company’s lack of earnings history, the deferred tax asset has been fully
offset by a valuation allowance.  The valuation allowance increased
(decreased) by approximately $1,000 and $2,400, respectively for the years ended
December 31, 2009 and 2008.
 
 As of
December 31, 2009, the Company had a federal and state net operating loss carry
forward in the amount of approximately $10,217, which expires in the year
2029.
 
 NOTE
E—COMMITMENTS
 
 As of
December 31, 2009 and 2008, the Company had no commitments.
 
 NOTE F—CAPITAL
STOCK
 
 The
Company is authorized to issue 100,000,000 common shares at $.0001 par value per
share.
 
 During
the period from inception (March 5, 2008) through December 31, 2009, the Company
issued 1,000,000 shares of common stock to the following:
 
 Jonathan
Patton                                                                1,000,000
 
 The
Company is authorized to issue 10,000,000 preferred shares at $.0001 par value
per share.  During the period from inception (March 5, 2008) through
December 31, 2009, the Company issued no preferred shares.
 
 NOTE G – DEVELOPMENT STAGE
COMPANY
 
 The
Company is in the development stage as of December 31, 2009 and to date has had
no significant operations.  Recovery of the Company’s assets is
dependent on future events, the outcome of which is indeterminable. In addition,
successful completion of the Company’s development program and its transition,
ultimately, to attaining profitable operations is dependent upon obtaining
adequate financing to fulfill its development activities and achieving a level
of sales adequate to support the Company’s cost structure.
 
 NOTE I—SHAREHOLDER
LOAN/RELATED PARTY
 
 The
Company has Notes Payable outstanding to related parties:
 
 Note Payable, due upon demand, 8% per
year                        $9,150
 
 The
original amount of this note was $12,550, but $3,400 of the note was paid back
in 2008.
 
 Accrued
interest not paid for the years ending December 31, 2009 and 2008 was $478 and
$524, respectively.  Accrued interest not paid for the period from
inception (March 5, 2008) through December 31, 2009 was $1,002.
  F-10




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





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




2


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 27, 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 27, 2010.





Signature
                  
                  Title/s/ Jonathan Patton
                  
                  President,
      Principal Executive Officer, Principal Financial
  Officer,Jonathan
      Patton
                  
                  Principal
      Accounting Officer and
Director




3