UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  Form 10-K  xANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2009  oTRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____ to _____   DYNASTY CAPITAL, INC. (Name of small business in its charter)  Colorado000-5352126-2708838(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification Number)4807 S. Zang Way
Morrison, CO 80465(Address of principal executive offices)Registrants telephone number, including area code: (303) 979-2404 Securities registered under Section 12(b) of the Exchange Act: None Securities registered under Section 12(g) of the Exchange Act: Common Stock, no par value  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 [  ] 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 past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [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). Not Applicable.  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not  contained herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.


|                            |                      
|--------------------------- | ---------------------
|Large accelerated filer [ ] | Accelerated filer [ ]




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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     [ X ] Yes   [ ] No  State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of the last business day of the registrants most recently completed second fiscal quarter. $0.00  As of September 30, 2009, the Company had 3,000,000 shares issued and outstanding.





2


PART I  ITEM 1. BUSINESS.  General  Business Development  Dynasty Capital, Inc. (we, us, our, the Company or the Registrant) was incorporated in the State of Colorado on May 29, 2008.  Since inception, the Company has been engaged in organizational efforts and obtaining initial financing. The Company was formed as a vehicle to pursue a business combination and has made no efforts to identify a possible business combination. As a result, the Company has not conducted negotiations or entered into a letter of intent concerning any target business. The business purpose of the Company is to seek the acquisition of, or merger with, an existing company.  Business of Issuer  The Company, based on proposed business activities, is a blank check company. The U.S. Securities and Exchange Commission (the SEC) defines those companies as any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51) of the Exchange Act of 1934, as amended, (the Exchange Act) and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies. Under SEC Rule 12b-2 under the Securities Act of 1933, as amended (the Securities Act), the Company also qualifies as a shell company, because it has no or nominal assets (other than cash), and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of blank check companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements.  The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. The Companys principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.  As of this date, the Company has not entered into any definitive agreement with any party, nor have there been any specific discussions with any potential business combination candidate regarding business opportunities for the Company. The Company has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities. In its efforts to analyze potential acquisition targets, the Company will consider the following kinds of factors:  (a) Potential for growth, indicated by new technology, anticipated market expansion or new products;  (b) Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;  (c) Strength and diversity of management, either in place or scheduled for recruitment;


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(d) Capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;  (e) The cost of participation by the Company as compared to the perceived tangible and intangible values and potentials;  (f) The extent to which the business opportunity can be advanced;  (g) The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and  (h) Other relevant factors.  In applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Due to the Companys limited capital available for investigation, the Company may not discover or adequately evaluate adverse facts about the opportunity to be acquired.  Form of Acquisition  The manner in which the Company participates in an opportunity will depend upon the nature of the opportunity, the respective needs and desires of the Company and the promoters of the opportunity, and the relative negotiating strength of the Company and such promoters.  It is likely that the Company will acquire its participation in a business opportunity through the issuance of common stock or other securities of the Company. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called tax free reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the Code), depends upon whether the owners of the acquired business own 80% or more of the voting stock of the surviving entity. If a transaction were structured to take advantage of these provisions rather than other tax free provisions provided under the Code, all prior stockholders would in such circumstances retain 20% or less of the total issued and outstanding shares. Under other circumstances, depending upon the relative negotiating strength of the parties, prior stockholders may retain substantially less than 20% of the total issued and outstanding shares of the surviving entity. This could result in substantial additional dilution to the equity of those who were stockholders of the Company prior to such reorganization.  The present stockholders of the Company will likely not have control of a majority of the voting shares of the Company following a reorganization transaction. As part of such a transaction, all or a majority of the Companys directors may resign and new directors may be appointed without any vote by stockholders.  In the case of an acquisition, the transaction may be accomplished upon the sole determination of management without any vote or approval by stockholders. In the case of a statutory merger or consolidation directly involving the Company, it will likely be necessary to call a stockholders meeting and obtain the approval of the holders of a majority of the outstanding shares. The necessity to obtain such stockholder approval may


4


result in delay and additional expense in the consummation of any proposed transaction and will also give rise to certain appraisal rights to dissenting stockholders. Most likely, management will seek to structure any such transaction so as not to require stockholder approval.  It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. If a decision were made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation would not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss to the Company of the related costs incurred.  We presently have no employees apart from our management. Our officers and directors are engaged in outside business activities and currently anticipate that they will devote very limited time to our business until a business opportunity has been identified. We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.  Reports to security holders  We are subject to the reporting requirements of the Exchange Act and the rules and regulations promulgated thereunder, and, accordingly file reports, information statements or other information with the Securities and Exchange Commission, including quarterly reports on Form 10-Q, annual reports on Form 10-K, reports of current events on Form 8-K, and proxy or information statements with respect to shareholder meetings.  The public may read and copy any materials we file with the Securities and Exchange Commission at its Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission at http://www.sec.gov.  ITEM 2. PROPERTIES.  The Company neither rents nor owns any properties. The Company currently has no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.  ITEM 3. LEGAL PROCEEDINGS.  The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated. No director, officer or affiliate of the Company, and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.


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No matters were submitted to a vote of the security holders of the Company during the fourth quarter of the fiscal year which ended September 30, 2009.  PART II  ITEM 5. MARKET FOR  REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.  No public trading market exits for the Companys securities.  As of the date of this Form 10-K, the Companys securities are held of record by a total of approximately 39 persons.  No dividends have been paid to date and the Companys Board of Directors does not anticipate paying dividends in the foreseeable future.  There have been no previously unreported sales of unregistered securities.  ITEM 6. SELECTED FINANCIAL DATA.  Not. Applicable.  ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS  CERTAIN STATEMENTS IN THIS REPORT, INCLUDING STATEMENTS IN THE FOLLOWING DISCUSSION, ARE WHAT ARE KNOWN AS "FORWARD LOOKING STATEMENTS", WHICH ARE BASICALLY STATEMENTS ABOUT THE FUTURE. FOR THAT REASON, THESE STATEMENTS INVOLVE RISK AND UNCERTAINTY SINCE NO ONE CAN ACCURATELY PREDICT THE FUTURE. WORDS SUCH AS "PLANS," "INTENDS," "WILL," "HOPES," "SEEKS," "ANTICIPATES," "EXPECTS "AND THE LIKE OFTEN IDENTIFY SUCH FORWARD LOOKING STATEMENTS, BUT ARE NOT THE ONLY INDICATION THAT A STATEMENT IS A FORWARD LOOKING STATEMENT. SUCH FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO THE PRESENT AND FUTURE OPERATIONS OF THE COMPANY, AND STATEMENTS WHICH EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE OPERATIONS WILL OR MAY PRODUCE REVENUES, INCOME OR PROFITS. NUMEROUS FACTORS AND FUTURE EVENTS COULD CAUSE THE COMPANY TO CHANGE SUCH PLANS AND OBJECTIVES OR FAIL TO SUCCESSFULLY IMPLEMENT SUCH PLANS OR ACHIEVE SUCH OBJECTIVES, OR CAUSE SUCH PRESENT AND FUTURE OPERATIONS TO FAIL TO PRODUCE REVENUES, INCOME OR PROFITS. THEREFORE, THE READER IS ADVISED THAT THE FOLLOWING DISCUSSION SHOULD BE CONSIDERED IN LIGHT OF THE DISCUSSION OF RISKS AND OTHER FACTORS CONTAINED IN THIS REPORT ON FORM 10-K AND IN THE COMPANY'S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. NO STATEMENTS CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.  Plan of Operation  The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict our potential candidate target companies to any specific business, industry or geographical location and,


6


thus, may acquire any type of business.  The Company does not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid from our available working capital.  During the next 12 months we anticipate incurring costs related to:  (1) filing of Exchange Act reports, and (2) costs relating to consummating an acquisition.   We believe we will be able to meet these costs through use of currently available funds, through deferral of fees by certain service providers and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors.  The Company may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.  None of our officers or directors has had any preliminary contact or discussions with any representative of any other entity regarding a business combination with us. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.  The Company anticipates that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital that we will have and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.  Results of Operations  During the period from May 29, 2008 (inception) through September 30, 2009, the Company has engaged in no significant operations other than organizational activities and preparation and filing of its registration


7


statement on Form 10 under the Exchange Act, and its required quarterly filings.   The Company had no activities during the period ended September 30, 2009. The Company does not expect to generate any revenue until it completes a business combination, but will continue to incur legal and accounting fees and other costs associated with compliance with its reporting obligations. As a result, the Company expects that it will continue to incur losses each quarter at least until it has completed a business combination.  Depending upon the performance of any acquired business, the Company may continue to operate at a loss even following completion of a business combination.  Liquidity and Capital Resources  As of September 30, 2009, the Companys audited balance sheet reflects total current assets of $37,489 and total current liabilities of $nil.  The Company has cash on hand of $37,489 and a deficit accumulated in the development stage of $7,511.  Need for Additional Financing  The Company anticipates that it will require additional capital in order to pay the costs associated with carrying out its plan of operations and the costs of compliance with its continuing reporting obligations under the Exchange Act, for the fiscal year ending September 30, 2010 and thereafter. This additional capital will be required whether or not the Company is able to complete a business combination transaction during the current fiscal year.  Furthermore, once a business combination is completed, the Companys needs for additional financing are likely to increase substantially.  No specific commitments to provide additional funds have been made by management or other stockholders, and the Company has no current plans, proposals, arrangements or understandings to raise additional capital through the sale or issuance of additional securities prior to the location of a merger or acquisition candidate.  Accordingly, there can be no assurance that any additional funds will be available to the Company to allow it to cover its expenses.  Notwithstanding the foregoing, however, to the extent that additional funds are required, the Company anticipates that it will either rely on its major shareholders to pay expenses on its behalf, or it will seek to raise capital through the private placement of restricted securities.  Off Balance Sheet Arrangements  The Company does not have any off-balance sheet arrangements.  ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.  Not Applicable.  ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.  The financial statements of the Company required by Article 8 of Regulation S-X are attached to this report.


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DYNASTY CAPITAL, INC. (A Development Stage Company) Financial Statements    TABLE OF CONTENTS   PageREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM10FINANCIAL STATEMENTSBalance sheets11Statements of operations12Statements of stockholders equity13Statements of cash flows14Notes to financial statements15 - 17


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RONALD R. CHADWICK, P.C. Certified Public Accountant 2851 South Parker Road, Suite 720 Aurora, Colorado  80014 Telephone (303)306-1967 Fax (303)306-1944  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  Board of Directors Dynasty Capital, Inc. Morrison, Colorado  I have audited the accompanying balance sheet of Dynasty Capital, Inc., a development stage company, as of September 30, 2008 and 2009, and the related statements of operations, stockholders' equity and cash flows for the period from May 29, 2008 (inception) through September 30, 2008, the year ended September 30, 2009, and for the period from May 29, 2008 (inception) through September 30, 2009. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.  I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  I believe that my audit provides a reasonable basis for my opinion.  In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Dynasty Capital, Inc. as of September 30, 2008 and 2009, and the results of its operations and its cash flows for the period from May 29, 2008 (inception) through September 30, 2008, the year ended September 30, 2009, and for the period from May 29, 2008 (inception) through September 30, 2009 in conformity with accounting principles generally accepted in the United States of America.  The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements the Company has suffered a loss from operations and has conducted only limited operations that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


|                  |                         
|----------------- | ------------------------
|Aurora, Colorado  | Ronald R. Chadwick, P.C.
|November 14, 2009 | RONALD R. CHADWICK, P.C.




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| | 




|                                                                         |                      |                                            |                   |  |                   |        |                      |                   |                      |                   |                | 
|------------------------------------------------------------------------ | -------------------- | ------------------------------------------ | ----------------- |  | ----------------- | ------ | -------------------- | ----------------- | -------------------- | ----------------- | -------------- | 
|DYNASTY CAPITAL, INC.                                                   
|(A Development Stage Company)                                           
|BALANCE SHEETS                                                          
|                                                                         |                      |                                            |                   |  |                   |        |                      |                   |                      |                   |                | 
|                                                                         |                      |                                            |                   |  |                   |        |                      |                   |                      |                   |                | 
|                                                                         |                      |                                            |                   |  |                   |        |                      |                   |                      |                   |                | 
|                                                                         |                      |                                            |                   |  |                   |        |                      |                   | Sept. 30, 2008       |                   | Sept. 30, 2009 | 
|                                                                         |                      |                                            |                   |  |                   |        |                      |                   |                      |                   |                | 
|                                                                         | ASSETS               |                                            |                   |  |                   |       
|                                                                         |                      |                                            |                   |  |                   |        |                      |                   |                      |                   |                | 
|                                                                         |                      | Current assets                             |                   |  |                   |        |                      |                   |                      |                   |               
|                                                                         |                      | Cash                                       |                   |  |                   |        |                      | $          37,489 |                      | $           3,099 |               
|                                                                         |                      | Total current assets                       |                   |  |                   | 37,489 |                      | 3,099             |                     
|                                                                         |                      |                                            |                   |  |                   |        |                      |                   |                      |                   |                | 
|                                                                         |                      | Total Assets                               |                   |  |                   |        |                      | $          37,489 |                      | $           3,099 |               
|                                                                         |                      |                                            |                   |  |                   |        |                      |                   |                      |                   |                | 
|                                                                         | LIABILITIES &        |                                            |                   |  |                   |       
|                                                                         | STOCKHOLDERS' EQUITY |                                            |                   |  |                   |        |                      |                  
|                                                                         |                      |                                            |                   |  |                   |        |                      |                   |                      |                   |                | 
|                                                                         |                      | Total Liabilities                          |                   |  |                   |        | $                  - |                   | $                  - |                  
|                                                                         |                      |                                            |                   |  |                   |        |                      |                   |                      |                   |                | 
|                                                                         |                      | Stockholders' Equity                       |                   |  |                   |        |                      |                   |                      |                  
|                                                                         |                      | Preferred stock, no par value;             |                   |  |                   |        |                      |                   |                     
|                                                                         |                      | 10,000,000 shares authorized;              |                   |  |                   |        |                      |                  
|                                                                         |                      | no shares issued and outstanding           |                   |  | -                 |        | -                    |                  
|                                                                         |                      | Common stock, no par value;                |                   |  |                   |        |                      |                   |                     
|                                                                         |                      | 150,000,000 shares authorized;             |                   |  |                   |        |                      |                  
|                                                                         |                      | 3,000,000 shares issued and outstanding    | 45,000            |  | 45,000            |       
|                                                                         |                      | Additional paid in capital                 |                   |  |                   | -      |                      | -                 |                     
|                                                                         |                      | Deficit accumulated during the dev. stage  | (7,511)           |  | (41,901)          |       
|                                                                         |                      |                                            |                   |  |                   |        |                      |                   |                      |                   |                | 
|                                                                         |                      | Total Stockholders' Equity                 |                   |  |                   | 37,489 |                      | 3,099             |                     
|                                                                         |                      |                                            |                   |  |                   |        |                      |                   |                      |                   |                | 
|                                                                         |                      | Total Liabilities and Stockholders' Equity | $          37,489 |  | $           3,099 |       
|                                                                         |                      |                                            |                   |  |                   |        |                      |                   |                      |                   |                | 
|                                                                         |                      |                                            |                   |  |                   |        |                      |                   |                      |                   |                | 
|                                                                         |                      |                                            |                   |  |                   |        |                      |                   |                      |                   |                | 
|                                                                         |                      |                                            |                   |  |                   |        |                      |                   |                      |                   |                | 
|                                                                         |                      |                                            |                   |  |                   |        |                      |                   |                      |                   |                | 
|                                                                         |                      |                                            |                   |  |                   |        |                      |                   |                      |                   |                | 
|                                                                         |                      |                                            |                   |  |                   |        |                      |                   |                      |                   |                | 
|                                                                         |                      |                                            |                   |  |                   |        |                      |                   |                      |                   |                | 
|The accompanying notes are an integral part of the financial statements.




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|                                                                         |                             |         |         |                    |                    |                      |                   |                      |                    |                      | 
|------------------------------------------------------------------------ | --------------------------- | ------- | ------- | ------------------ | ------------------ | -------------------- | ----------------- | -------------------- | ------------------ | -------------------- | 
|DYNASTY CAPITAL, INC.                                                   
|(A Development Stage Company)                                           
|STATEMENTS OF OPERATIONS                                                
|(Unaudited)                                                             
|                                                                         |                             |         |         |                    |                    |                      |                   |                      |                    |                      | 
|                                                                         |                             |         |         |                    |                    |                      |                   |                      |                    |                      | 
|                                                                         |                             |         |         |                    |                    | Period From          |                   |                      |                    | Period From          | 
|                                                                         |                             |         |         |                    |                    | May 29, 2008         |                   |                      |                    | May 29, 2008         | 
|                                                                         |                             |         |         |                    |                    | (Inception)          |                   |                      |                    | (Inception)          | 
|                                                                         |                             |         |         |                    |                    | Through              |                   | Year Ended           |                    | Through              | 
|                                                                         |                             |         |         |                    |                    | Sept. 30, 2008       |                   | Sept. 30, 2009       |                    | Sept. 30, 2009       | 
|                                                                         |                             |         |         |                    |                    |                      |                   |                      |                    |                      | 
|                                                                         |                             |         |         |                    |                    |                      |                   |                      |                    |                      | 
|                                                                         | Revenue                     |         |         |                    |                    | $                  - |                   | $                  - |                    | $                  - | 
|                                                                         |                             |         |         |                    |                    |                      |                   |                      |                    |                      | 
|                                                                         | Operating expenses:         |         |         |                    |                    |                      |                   |                      |                    |                     
|                                                                         | General and administrative  | 7,523   |         | 34,453             |                    | 41,976               |                  
|                                                                         |                             |         |         |                    |                    | 7,523                |                   | 34,453               |                    | 41,976               | 
|                                                                         |                             |         |         |                    |                    |                      |                   |                      |                    |                      | 
|                                                                         | Gain (loss) from operations |         | (7,523) |                    | (34,453)           |                      | (41,976)          |                     
|                                                                         |                             |         |         |                    |                    |                      |                   |                      |                    |                      | 
|                                                                         | Other income (expense):     |         |         |                    |                    |                      |                   |                      |                   
|                                                                         | Interest income             |         |         |                    | 12                 |                      | 63                |                      | 75                 |                     
|                                                                         |                             |         |         |                    |                    |                      |                   |                      |                    |                      | 
|                                                                         | Income (loss) before        |         |         |                    |                    |                      |                   |                      |                   
|                                                                         | provision for income taxes  | (7,511) |         | (34,390)           |                    | (41,901)             |                  
|                                                                         |                             |         |         |                    |                    |                      |                   |                      |                    |                      | 
|                                                                         | Provision for income tax    |         |         | -                  |                    | -                    |                   | -                    |                   
|                                                                         |                             |         |         |                    |                    |                      |                   |                      |                    |                      | 
|                                                                         | Net income (loss)           |         |         |                    | $          (7,511) |                      | $        (34,390) |                      | $         (41,901) |                     
|                                                                         |                             |         |         |                    |                    |                      |                   |                      |                    |                      | 
|                                                                         | Net income (loss) per share |         |         |                    |                    |                      |                  
|                                                                         | (Basic and fully diluted)   |         |         | $           (0.02) |                    | $           (0.09)   |                   |                      |                   
|                                                                         |                             |         |         |                    |                    |                      |                   |                      |                    |                      | 
|                                                                         | Weighted average number of  |         |         |                    |                    |                      |                  
|                                                                         | common shares outstanding   |         | 375,000 |                    | 375,000            |                      |                   |                     
|                                                                         |                             |         |         |                    |                    |                      |                   |                      |                    |                      | 
|                                                                         |                             |         |         |                    |                    |                      |                   |                      |                    |                      | 
|The accompanying notes are an integral part of the financial statements.




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|                                                                         |                                      |           |  |                 |  |              |  |                   |  |               |  |          | 
|------------------------------------------------------------------------ | ------------------------------------ | --------- |  | --------------- |  | ------------ |  | ----------------- |  | ------------- |  | -------- | 
|DYNASTY CAPITAL, INC.                                                   
|(A Development Stage Company)                                           
|STATEMENTS OF STOCKHOLDERS' EQUITY                                      
|                                                                         |                                      |           |  |                 |  |              |  |                   |  |               |  |          | 
|                                                                         |                                      |           |  |                 |  |              |  |                   |  |               |  |          | 
|                                                                         |                                      |           |  |                 |  |              |  |                   |  | Deficit       |  |          | 
|                                                                         |                                      |           |  |                 |  |              |  |                   |  | Accumulated   |  |          | 
|                                                                         |                                      |           |  | Common Stock    |  |              |  | During The        |  | Stock-        | 
|                                                                         |                                      |           |  |                 |  | Amount       |  | Paid In           |  | Development   |  | holders' | 
|                                                                         |                                      |           |  | Shares          |  | (No Par)     |  | Capital           |  | Stage         |  | Equity   | 
|                                                                         |                                      |           |  |                 |  |              |  |                   |  |               |  |          | 
|                                                                         | Balances at May 29, 2008 (Inception) | -         |  | $             - |  | $          - |  | $               - |  | $           - | 
|                                                                         |                                      |           |  |                 |  |              |  |                   |  |               |  |          | 
|                                                                         | Sales of common stock                | 3,000,000 |  | 45,000          |  |              |  |                   |  | 45,000        | 
|                                                                         |                                      |           |  |                 |  |              |  |                   |  |               |  |          | 
|                                                                         | Net income (loss) for the period     |           |  |                 |  |              |  | (7,511)           |  | (7,511)       | 
|                                                                         |                                      |           |  |                 |  |              |  |                   |  |               |  |          | 
|                                                                         | Balances at September 30, 2008       | 3,000,000 |  | $    45,000     |  | $          - |  | $       (7,511)   |  | $   37,489    | 
|                                                                         |                                      |           |  |                 |  |              |  |                   |  |               |  |          | 
|                                                                         | Net income (loss) for the year       |           |  |                 |  |              |  | (34,390)          |  | (34,390)      | 
|                                                                         |                                      |           |  |                 |  |              |  |                   |  |               |  |          | 
|                                                                         | Balances at September 30, 2009       | 3,000,000 |  | $    45,000     |  | $          - |  | $     (41,901)    |  | $     3,099   | 
|                                                                         |                                      |           |  |                 |  |              |  |                   |  |               |  |          | 
|                                                                         |                                      |           |  |                 |  |              |  |                   |  |               |  |          | 
|                                                                         |                                      |           |  |                 |  |              |  |                   |  |               |  |          | 
|                                                                         |                                      |           |  |                 |  |              |  |                   |  |               |  |          | 
|                                                                         |                                      |           |  |                 |  |              |  |                   |  |               |  |          | 
|                                                                         |                                      |           |  |                 |  |              |  |                   |  |               |  |          | 
|                                                                         |                                      |           |  |                 |  |              |  |                   |  |               |  |          | 
|                                                                         |                                      |           |  |                 |  |              |  |                   |  |               |  |          | 
|                                                                         |                                      |           |  |                 |  |              |  |                   |  |               |  |          | 
|                                                                         |                                      |           |  |                 |  |              |  |                   |  |               |  |          | 
|                                                                         |                                      |           |  |                 |  |              |  |                   |  |               |  |          | 
|                                                                         |                                      |           |  |                 |  |              |  |                   |  |               |  |          | 
|                                                                         |                                      |           |  |                 |  |              |  |                   |  |               |  |          | 
|                                                                         |                                      |           |  |                 |  |              |  |                   |  |               |  |          | 
|                                                                         |                                      |           |  |                 |  |              |  |                   |  |               |  |          | 
|                                                                         |                                      |           |  |                 |  |              |  |                   |  |               |  |          | 
|The accompanying notes are an integral part of the financial statements.




13





|                                                                         |                                                         |  |  |   |                   |                      |                   |                                                             |                   |                           |  |                                                             | 
|------------------------------------------------------------------------ | ------------------------------------------------------- |  |  | - | ----------------- | -------------------- | ----------------- | ----------------------------------------------------------- | ----------------- | ------------------------- |  | ----------------------------------------------------------- | 
|DYNASTY CAPITAL, INC.                                                   
|(A Development Stage Company)                                           
|STATEMENTS OF CASH FLOWS                                                
|(Unaudited)                                                             
|                                                                         |                                                         |  |  |   |                   |                      |                   | Period From
May 29, 2008
(Inception)
Through
Sept. 30, 2008 |                   | Year Ended
Sept. 30, 2009 |  | Period From
May 29, 2008
(Inception)
Through
Sept. 30, 2009 | 
|                                                                         | Cash Flows From Operating Activities:                   |  |  |   |                   |                      |                   |                                                             |                  
|                                                                         | Net income (loss)                                       |  |  |   |                   | $          (7,511)   |                   | $        (34,390)                                           |                   | $        (41,901)         | 
|                                                                         |                                                         |  |  |   |                   |                      |                   |                                                             |                   |                           |  |                                                             | 
|                                                                         | Adjustments to reconcile net loss to                    |  |  |   |                   |                      |                   |                                                             |                  
|                                                                         | net cash provided by (used for)                         |  |  |   |                   |                      |                   |                                                             |                   |                          
|                                                                         | operating activities:                                   |  |  |   |                   |                      |                   |                                                             |                   |                           | 
|                                                                         |                                                         |  |  |   |                   |                      |                   | -                                                           |                   | -                         |  | -                                                           | 
|                                                                         | Net cash provided by (used for)                         |  |  |   |                   |                      |                   |                                                             |                  
|                                                                         | operating activities                                    |  |  |   | (7,511)           |                      | (34,390)          |                                                             | (41,901)          |                          
|                                                                         |                                                         |  |  |   |                   |                      |                   |                                                             |                   |                           |  |                                                             | 
|                                                                         | Cash Flows From Investing Activities:                   |  |  |   |                   |                      |                   |                                                             |                  
|                                                                         |                                                         |  |  |   |                   |                      |                   | -                                                           |                   | -                         |  | -                                                           | 
|                                                                         | Net cash provided by (used for)                         |  |  |   |                   |                      |                   |                                                             |                  
|                                                                         | investing activities                                    |  |  |   | -                 |                      | -                 |                                                             | -                 |                          
|                                                                         |                                                         |  |  |   |                   |                      |                   |                                                             |                   |                           |  |                                                             | 
|                                                                         | Cash Flows From Financing Activities:                   |  |  |   |                   |                      |                   |                                                             |                  
|                                                                         | Sales of common stock                                   |  |  |   | 45,000            |                      |                   |                                                             | 45,000            |                          
|                                                                         | Net cash provided by (used for)                         |  |  |   |                   |                      |                   |                                                             |                  
|                                                                         | financing activities                                    |  |  |   | 45,000            |                      | -                 |                                                             | 45,000            |                          
|                                                                         |                                                         |  |  |   |                   |                      |                   |                                                             |                   |                           |  |                                                             | 
|                                                                         | Net Increase (Decrease) In Cash                         |  |  |   | 37,489            |                      | (34,390)          |                                                             | 3,099             |                          
|                                                                         | Cash At The Beginning Of The Period                     |  |  | - |                   | 37,489               |                   | -                                                           |                  
|                                                                         | Cash At The End Of The Period                           |  |  |   | $          37,489 |                      | $           3,099 |                                                             | $           3,099 |                          
|                                                                         |                                                         |  |  |   |                   |                      |                   |                                                             |                   |                           |  |                                                             | 
|                                                                         | Schedule Of Non-Cash Investing And Financing Activities |  |  |   |                   |                     
|                                                                         | None                                                    |  |  |   |                   |                      |                   |                                                             |                   |                           |  |                                                             | 
|                                                                         | Supplemental Disclosure                                 |  |  |   |                   |                      |                   |                                                             |                   |                           | 
|                                                                         | Cash paid for interest                                  |  |  |   |                   | $                  - |                   | $                  -                                        |                   | $                  -      | 
|                                                                         | Cash paid for income taxes                              |  |  |   |                   | $                  - |                   | $                  -                                        |                   | $                  -      | 
|                                                                         |                                                         |  |  |   |                   |                      |                   |                                                             |                   |                           |  |                                                             | 
|The accompanying notes are an integral part of the financial statements.




14


DYNASTY CAPITAL, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS  NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:  Dynasty Capital, Inc. (the Company), was incorporated in the State of Colorado on May 29, 2008. The Company was formed to explore merger and acquisitions opportunities with other companies. The Company is currently considered to be in the development stage, having generated no revenues and conducted only limited activities.  Cash and cash equivalents  The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.  Use of Estimates  The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.  Income tax  The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109 (SFAS 109). Under SFAS 109 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. 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 assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.  Net income (loss) per share  The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share.  Revenue recognition  Revenue is recognized on an accrual basis after services have been performed under contract terms, the price to the client is fixed or determinable, and collectibility is reasonably assured.


15


DYNASTY CAPITAL, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS   NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):  Property and equipment  Property and equipment are recorded at cost and depreciated under the straight line method over each item's estimated useful life. Financial Instruments  The carrying value of the Companys financial instruments, as reported in the accompanying balance sheet, approximates fair value.  Stock based compensation  The Company accounts for employee and non-employee stock awards under SFAS 123(r), whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable.  NOTE 2. INCOME TAXES  Deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses. These loss carryovers are limited under the Internal Revenue Code should a significant change in ownership occur. The Company accounts for income taxes pursuant to SFAS 109. At September 30, 2008 and 2009 the Company had approximately $7,500 and $42,000 in unused federal net operating loss carryforwards, which begin to expire principally in the year 2028. A deferred tax asset of approximately $1,500 and $8,400 resulting from the loss carryforward has been offset by a 100% valuation allowance. The change in the valuation allowance in fiscal year 2008 and 2009 was approximately $1,500 and $6,900.  NOTE 3.  STOCKHOLDERS' EQUITY  Common stock  The Company at September 30, 2008 and 2009 had 150,000,000 shares of authorized common stock, no par value, with 3,000,000 common shares issued and outstanding.   16     DYNASTY CAPITAL, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS  NOTE 3.  STOCKHOLDERS' EQUITY (Continued):  Preferred stock  The Company at September 30, 2008 and 2009 had 10,000,000 shares of authorized preferred stock, to have such preferences as the Board of Directors may set from time to time, no par value, with no shares issued and outstanding.   NOTE 4.  GOING CONCERN  The Company has suffered a loss from operations and has limited operations, and in all likelihood will be required to make significant future expenditures in connection with marketing efforts along with general administrative expenses. These conditions raise substantial doubt about the Companys ability to continue as a going concern.  The Company may raise additional capital through the sale of its equity securities, through an offering of debt securities, or through borrowings from financial institutions. By doing so, the Company hopes through marketing efforts to consummate merger and acquisition transactions. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern  17         ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE  We have had no changes in or disagreements with our accountants required to be disclosed pursuant to Item 304 of Regulation S-B  ITEM 9A(T). CONTROLS AND PROCEDURES.  Disclosure Controls and Procedures  The Securities and Exchange Commission defines the term disclosure controls and procedures to mean a company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commissions rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuers management, including its chief executive and chief financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to chief executive and chief financial officers to allow timely decisions regarding disclosure.  As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are designed to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in our periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported with the time periods specified.  Our chief executive officer and chief financial officer also concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report to provide reasonable assurance of the achievement of these objectives.  Internal Control Over Financial Reporting  The management of the Company is responsible for the preparation of the financial statements and related financial information appearing in this Annual Report on Form 10-K. The financial statements and notes have been prepared in conformity with accounting principles generally accepted in the United States of America. The management of the Company also is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. A company's internal control over financial reporting is defined as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are  18     being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.  Management, including the chief executive officer and chief financial officer, does not expect that the Company's disclosure controls and internal controls will prevent all error and all fraud. Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control system are met and may not prevent or detect misstatements. Further, over time control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.  With the participation of the chief executive officer and chief financial officer, our management evaluated the effectiveness of the Company's internal control over financial reporting as of September 30, 2009 based upon the framework in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, our management has concluded that, as of September 30, 2009, the Company's internal control over financial reporting was effective.  This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in this Annual Report on Form 10-K.  There was no change in the Company's internal control over financial reporting during the year ended September 30, 2009, that has materially affected, or is 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 directors and executive officers currently serving the Company are as follows:  NameAgePositions heldJay Lutsky65President, Chief Executive Officer, Chief Financial Officer, Secretary and Director  The director named above will serve until the next annual meeting of the Company's stockholders. Thereafter, directors will be elected for one-year terms at the annual stockholders' meeting. Officers will hold their positions at the pleasure of the board of directors, absent any employment agreement, of which none currently exists or is contemplated. There is no arrangement or understanding between the director or officers of the Company and any other person pursuant to which any director or officer was or is to be selected as a director or officer, and there is no arrangement, plan or understanding as to whether non-management shareholders will exercise their voting rights to continue to elect the current directors to the Company's board. There are also no  19     arrangements, agreements or understandings between non-management shareholders and management under which non-management shareholders may directly or indirectly participate in or influence the management of the Company's affairs.  The director and officers will devote their time to the Company's affairs on an "as needed" basis, which, depending on the circumstances, could amount to as little as two hours per month, or more than forty hours per month, but more than likely will fall within the range of five to ten hours per month. There are no agreements or understandings for any officer or director to resign at the request of another person, and none of the officers or directors are acting on behalf of, or will act at the direction of, any other person.  Biographical Information  Jay Lutsky   Since May of 1980, Mr. Lutsky has done business as Dolphin & Associates, a private consulting firm that is a sole proprietorship, while managing his personal investment portfolio.  In addition to serving as an officer and director of the Company, Mr. Lutsky also currently serves as President, chief executive officer, chief financial officer and Director of Table Mesa Acquisitions, Inc., a Nevada corporation, which is also a shell company.   He is listed in "Who's Who in Finance and Industry."  He earned a Bachelor of Science degree in 1967 from Kent State University.  The term of office of each director expires at our annual meeting of stockholders or until their successors are duly elected and qualified. Directors are not compensated for serving as such. Officers serve at the discretion of the Board of Directors.  Family Relationships  There are no family relationships between any of the current directors or officers of the Company.  Involvement in Certain Legal Proceedings  None of our officers, directors, promoters or control persons has been involved in the past five (5) years in any of the following:  (1) Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;  (2) Any conviction in a criminal proceedings or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);  (3) Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or  (4) Being found by a court of competent jurisdiction (in a civil action), the SEC or the U.S. Commodity Futures Trading Commission to have violated a federal or state securities laws or commodities law, and the judgment has not been reversed, suspended, or vacated.   20     Directorships  In addition to serving as an officer of the Company, Jay Lutsky serves as an officer and director of Table Mesa Acquisitions, Inc., a Colorado corporation, which is also a shell company.  Compliance with Section 16(a) of the Exchange Act  Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's officers and directors, and persons who own more than ten percent of a registered class of the Company's equity securities, to file reports of ownership of Form 3 and changes in ownership on Form 4 or Form 5 with the Securities and Exchange Commission.  Such officers, directors and 10% stockholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file.  Based solely on its review of the copies of such forms received by it, the Company believes that, as of September 30, 2009, all Section 16(a) filing requirements applicable to its officers, directors and 10% stockholders were satisfied.  Code of Ethics  The Company has not yet adopted a code of ethics.  The Company intends to adopt a code of ethics in the near future.   ITEM 11. EXECUTIVE COMPENSATION.  The Companys officers and directors have not received any cash remuneration since inception.  They will not receive any remuneration upon completion of the offering until the consummation of an acquisition. No remuneration of any nature has been paid for or on account of services rendered in such capacity. The Companys officers and directors intend to devote no more than a few hours a week to our affairs.  It is possible that, after the Company successfully consummates a business combination with an unaffiliated entity, that entity may desire to employ or retain one or a number of members of our management for the purposes of providing services to the surviving entity. However, the Company has adopted a policy whereby the offer of any post-transaction employment to members of management will not be a consideration in our decision whether to undertake any proposed transaction.  No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.  There are no understandings or agreements regarding compensation our management will receive after a business combination that is required to be included in this table, or otherwise.  ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS.  Security Ownership of Management and Certain Beneficial Owners  The following table sets forth, as of September 30, 2009, the ownership of each executive officer and director of the Company, of all executive officers and directors of the Company as a group, and of each person known by the Company to be a beneficial owner of 5% or more of its Common Stock. Except as otherwise noted, each person listed below is a sole beneficial owner of the shares and has sole investment and voting power as to such shares.  No person listed below has any options, warrants or other right to acquire additional securities of the Company except as may be otherwise noted.  21      Title of ClassName and AddressNumber of Shares Beneficially OwnedPercent of ClassCommonJay Lutsky (1)
4807 S. Zang Way
Morrison, C0 8046575,000 (2)5%CommonDonna Lutsky
4807 S. Zang Way
Morrison, C0 8046575,000CommonRandy Sasaki
1175 Osage St., Suite 204
Denver, Co 80204150,0005%CommonTsui Yee Fun, Fanny
Flat D, 18/F Block 6
Fullview Garden, Siu Sai Wan
Chai Wan, Hong Kong516,00017.2%CommonSo Hing Lam
Flat 512, Fu Kwok House
Tai Wo Hau Estate, Tsuen Wan,
N.T., Hong Kong516,00017.2%CommonCheung Oi Ling
Room 2205, Chun Fu House,
Tin Fu Court, Tin Shui Wai,
N.T., Hong Kong516,00017.2%CommonYip Lai Mei
Flat F, 16/F., Block 8, Maywood Court,
Kingswood Villas, Tin Shui Wai,
N.T., Hong Kong516,00017.2%CommonWat Hoi Yan, Agnes
Flat B, 18/F., Block 4
Harmony Garden, Siu Sai Wan,
Chai Wan., Hong Kong516,00017.2%CommonAll Directors and Officers as a Group
(1 in Number)75,000  (1)  Officer and Director of the Company (2)  Includes 75,000 shares held directly and 75,000 held indirectly.  The 75,000 shares held indirectly are  22     registered in the name of Donna Lutsky, who is the spouse of Jay Lutsky.  Mr. Lutsky disclaims ownership of the shares held by Donna Lutsky.   ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE  Certain Relationships and Related Transactions  The Company maintains its corporate office in the office of its President, for which it pays no rent.  There are no outstanding agreements with management for administrative services to be rendered to the Company.  Except as otherwise indicated herein, there have been no related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-B.  Director Independence  The NASDAQ Stock Market has instituted director independence guidelines that have been adopted by the Securities & Exchange Commission.  These guidelines provide that a director is deemed independent only if the board of directors affirmatively determines that the director has no relationship with the company which, in the boards opinion, would interfere with the directors exercise of independent judgment in carrying out his or her responsibilities.  Significant stock ownership will not, by itself, preclude a board finding of independence.  For NASDAQ Stock Market listed companies, the director independence rules list six types of disqualifying relationships that preclude an independence filing.  The Companys board of directors may not find independent a director who:  1. is an employee of the company or any parent or subsidiary of the company;  2. accepts, or who has a family member who accepts, more than $60,000 per year in payments from the company or any parent or subsidiary of the company other than (a) payments from board or committee services; (b) payments arising solely from investments in the companys securities; (c) compensation paid to a family member who is a non-executive employee of the company (d) benefits under a tax qualified retirement plan or non-discretionary compensation; or (e) loans to directors and executive officers permitted under Section 13(k) of the Exchange Act;  3. is a family member of an individual who is employed as an executive officer by the company or any parent or subsidiary of the company;  4. is, or has a family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the company made, or from which the company received, payments for property or services that exceed 5% of the recipients consolidated gross revenues for that year, or $200,000, whichever is more, other than (a) payments arising solely from investments in the companys securities or (b) payments under non-discretionary charitable contribution matching programs;  5. is employed, or who has a family member who is employed, as an executive officer of another company whose compensation committee includes any executive officer of the listed company; or  6. is, or has a family member who is, a current partner of the companys outside auditor, or was a partner or employee of the companys outside auditor who worked on the companys audit.  Based upon the foregoing criteria, our Board of Directors has determined that Jay Lutsky is not an independent  23     director under these rules as he is also employed as an officer of the Company.  ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES  Audit Fees  (1) The aggregate fees billed by Ronald R. Chadwick, P.C., for audit of the Company's financial statements were $6,370 for the fiscal year ended September 30, 2009, and $3,250 for the fiscal year ended September 30, 2008.  Audit Related Fees  (2) Ronald R. Chadwick, P.C., did not bill the Company any amounts for assurance and related services that were related to its audit or review of the Companys financial statements during the fiscal years ended 2009 and 2008.  Tax Fees  (3) The aggregate fees billed by Ronald R. Chadwick, P.C., for tax compliance, advice and planning were $0.00 for the fiscal year ended September 30, 2009, and $0.00 for the fiscal year ended September 30, 2008.  All Other Fees  (4) Ronald R. Chadwick, P.C. did not bill the Company for any products and services other than the foregoing during the fiscal years ended 2009 and 2008.  Audit Committee=s Pre-approval Policies and Procedures  (5) Dynasty Capital, Inc.., a blind pool reporting company which is not yet publicly traded, does not have a separate audit committee.  The current board of directors functions as the audit committee.  PART IV  ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.  (a) Audited Financial Statements for the fiscal year ended September 31, 2009.  (b) Exhibits.  3.1 Certificate of Incorporation (incorporated by reference from Registration Statement on Form 10 filed with the Securities and Exchange Commission on December 9, 2008).  3.2 Bylaws (incorporated by reference from Registration Statement on Form 10 filed with the Securities and Exchange Commission on December 9, 2008).  31.1 Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*  31.2 Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of  24     2002.*  32.1 Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*  32.2 Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*  * Filed Herewith   SIGNATURES  In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.  DYNASTY CAPITAL, INC.  By:  /S/ Jay Lutsky Jay Lutsky, Chief Executive Officer  Date: December 21, 2009  In accordance with Section 13 or 15(d) of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:  By:  /S/ Jay Lutsky Jay Lutsky, Chief Executive Officer, Chief Financial Officer, Director  Date: December 21, 2009      25