UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-K





x
                
                ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES
      EXCHANGE ACT OF 1934For
      the fiscal year ended September 30, 2009or ̈
                
                TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES
      EXCHANGE ACT OF 1934For
      the transition period from ____________ to ____________




Commission
file number: 0-51107





VIBE
RECORDS, INC. NEVADA


(Exact name of registrant
as specified in its charter)





Nevada
            
            71-0928242(State
      or other jurisdiction of
              incorporation
      or organization)
            
            (I.R.S.
      Employer
              Identification
      No.)824
      Old Country Road, PO Box 8
              Westbury,
      New York
            
            11590(Address
      of principal executive offices)
            
            (Zip
      Code)





Registrant’s
telephone number, including area code:(516) 333-2400





Securities
      registered pursuant to Section 12(b) of the Act:
            NoneSecurities
      registered pursuant to Section 12(g) of the Act:
            Common
      Stock, $0.0001 par value(Title
      of Class)





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





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





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


Yes x                 
No   ̈





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 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.  x




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer  ̈
            Accelerated
      filer   ̈
            Non-accelerated
      filer   ̈
            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).


Yes o                    No  x





The
aggregate market value of the registrant’s common stock held by non-affiliates
of the registrant, computed by reference to the last reported ask price at which
the stock was sold on December 28, 2009 was $1,390,032.





Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.





Class
            
            Outstanding
      at December 28, 2009Common
      Stock, $.0001 par value per share
            
            20,814,257
      shares









TABLE
OF CONTENTS




PagePART
      IItem
      1.
                              Business
                              3Item
      1A.
                              Risk
      Factors
                              8Item
      2.
                              Properties
                              13Item
      3.
                              Legal
      Proceedings
                              13Item
      4.
                              Submission
      of Matter to a Vote of Security Holders
                              13PART
      IIItem
      5.
                              Market
      for the Registrant’s Common Stock and Related Stockholder
      Matters
                              13Item
      6.
                              Selected
      Financial Data
                              16Item
      7.
                              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                              16Item
      7A.
                              Quantitative
      and Qualitative Disclosures About Market Risk
                              18Item
      8.
                              Financial
      Statements and Supplementary Data
                              18Item
      9.
                              Changes
      In and Disagreements With Accountants on Accounting and Financial
      Disclosure
                              18Item
      9A.
                              Controls
      and Procedures
                              18PART
      IIIItem
      10.
                              Directors,
      Executive Officers and Corporate Governance
                              19Item
      11.
                              Executive
      Compensation
                              21Item
      12.
                              Security
      Ownership of Certain Beneficial Owners and Management
                              23Item
      13.
                              Certain
      Relationships and Related Transactions, and Director
      Independence
                              23Item
      14.
                              Principal
      Accountant Fees and Services
                              23PART
      IVItem
      15.
                              Exhibits
      and Financial Statements Schedules
                              24




2




PART
I.





FORWARD-LOOKING
STATEMENTS





This
report contains forward-looking statements that are subject to a number of risks
and uncertainties, many of which are beyond our control, which may include
statements about our:





·
              business
      strategy;


·
              reserves;


·
              financial
      strategy;·
              production;





·
              uncertainty
      regarding our future operating results;


·
            plans,
      objectives, expectations and intentions contained in this report that are
      not historical.





All
statements, other than statements of historical fact included in this report,
regarding our strategy, future operations, financial position, estimated
revenues and losses, projected costs, prospects, plans and objectives of
management are forward-looking statements. When used in this report, the words
“could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and
similar expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain such identifying words. All
forward-looking statements speak only as of the date of this report. You should
not place undue reliance on these forward-looking statements. Although we
believe that our plans, intentions and expectations reflected in or
suggested by the forward-looking statements we make in this report are
reasonable, we can give no assurance that these plans, intentions or
expectations will be achieved. We disclose important factors that could cause
our actual results to differ materially from our expectations under “Risk
Factors” and elsewhere in this report. These cautionary statements qualify all
forward-looking statements attributable to us or persons acting on our
behalf.





Item
1.  Business





Historical
Background





Vibe
Records, Inc. Nevada, (“we” “us” or the “Company”) was incorporated on
January 17, 2003 under the laws of the State of Nevada under the name
“Benacquista Galleries, Inc.” On May 30, 2008, we entered into an Agreement and
Plan of Merger (the “Merger Agreement”) with Vibe Records, Inc., a privately
held Delaware corporation.  Pursuant to the terms of the closing of
the Merger Agreement, Vibe Records, Inc. was merged with and into the
Company. In connection with the closing of the Merger Agreement, our name
was changed from Benacquista Galleries, Inc. to Vibe Records, Inc.
Nevada.  This transaction was accounted for as a reverse
merger.





General





The
Company conducts business as an artist and repertoire company as well as an
independent record label in the music industry.  We intend to
distribute recordings made by our artists on a national basis, as well as
operate state-of-the-art recording and production facilities.





After
identifying qualified and talented artists, our long term role includes
nurturing the artist’s career through teaching, encouragement and supervision,
while concurrently searching for and selecting suitable material, accompanists,
side-men, producers and other professionals to enhance the artist’s chances for
success. We intend to attempt to secure exclusive standard industry
recording contracts for between three (3) to five (5) new artists per year. The
experience of our President and Chief Executive Officer, Timothy Olphie, will be
extensively relied upon in the artist selection process.  Mr. Olphie
received several Gold and Platinum awards during his tenure at SOUL/MCA Records
due to the success of several recording artists and products including, Public
Enemy and the acclaimed film “Juice” and its related soundtrack. To date, Mr.
Olphie, as Producer and/or Executive Producer, has concluded approximately
twenty (20) artist-recording contracts for both major and independent record
labels.


3





We employ
a focused artist selection and development process.  The artist’s
value will be significantly increased through the support of our specialized and
well seasoned management team, modest recording budgets supported by a state
of-the-art recording studio, strategic alliances with a renowned audio engineer
and the use of a major manufacturing and distributing firm. Furthermore, we will
utilize these economic efficiencies to seek out and enter into agreements with
pre-established artists. Arrangements with established artists will allow us to
offer profit sharing ventures with established artists in which the artists
submit their master recordings (while retaining their own ownership rights) and
license the master recordings to us for manufacture, distribution and
promotion.





We
anticipate, but have not committed to, soliciting participation in the further
development of one or more of our artists in the R&B, rap, pop, country
and/or Latin genres through the assignment of a significant portion of our
contractual rights to one of the major manufacturing and distributing firms such
as: Sony/BMG Music Group, RCA Records, a division of BMG Distribution (BMG)
Bertelsman Music Group; Warner/Elektra/Atlantic (WEA), a division of Warner
Music, Inc.; Universal Music Group; MCA Records, Inc.;  Polygram
Holdings, Inc. (PGD); or Def Jam Music, a division of Universal Music
Distribution (UNI) and EMI Music, Inc. Collectively, these companies supply
retailers with approximately 80% of the music recordings purchased. If we
determine it is prudent to assign these rights, we intend to obtain and/or
retain for our own benefit, royalty overrides as well as publishing and
merchandising interests. In order to assure that we have sufficient latitude to
discover and develop an artist to the level we deem appropriate, if any of the
above options of participation outside of the Company are not pursued, we have
the ability to continue to manufacture and distribute the recordings of our new
artists through our alliance with Lightyear Entertainment, which in turn
distributes through Caroline Distribution, the independent distribution arm
of EMI Music.





We also
house and operate state of the art recording and production facilities. These
facilities are utilized not only by our internal artist roster, but also are
available for outside contracting. In May 2009, we acquired and installed a SSL
4048 mixing and recording console in our recording and production studio that
will allow us to record, mix and do mastering. We believe that the addition of
this consol to our studio will give us competitive advantage over our recording
studio competition and will greatly enhance the quality and marketability of the
singles and albums created by our internal artist roster.





Through
these and other endeavors, we intend to simultaneously promote and brand the
Vibe Records label utilizing the distribution capacity of
Lightyear/Caroline/EMI. We believe that operating in this fashion will reduce
overhead, and concerns about collection from accounts.





Music
Industry





Recorded
music is one of the primary mediums of entertainment for consumers worldwide and
in calendar 2008, according to IFPI, generated $18.4 billion in retail value of
sales. IFPI stands for “International Federation of the Phonographic Industry,”
and it is the organization that represents the interests of the recording
industry worldwide. Its secretariat is based in London, UK, and its
membership comprises some 1450 record companies in 73 countries and affiliated
industry associations in 48 countries.  IFPI's mission is to promote
the value of recorded music, safeguard the rights of record producers and expand
the commercial uses of recorded music in all markets where its members
operate.





The
Recording Industry Association of America (RIAA) is the trade group that
represents the U.S. recording industry. Its mission is to foster a business and
legal climate that supports and promotes our members' creative and financial
vitality. Its members are the record companies that comprise the most vibrant
national music industry in the world. RIAA members create, manufacture and/or
distribute approximately 90% of all legitimate sound recordings produced and
sold in the United States.




4


There has
been a major shift in the distribution of recorded music away from specialty
shops towards mass-market and online retailers. Over the course of the last
decade, the share of music sales through U.S. stores first grew from 32% of the
market in 1997 to 54% in 2004, however, with the subsequent growth of sales via
online channels since 2004, the share of music sales through U.S. stores has
contracted significantly since 2004, to 33% of the market in 2006. In recent
years, online sales of music, as well as the digital downloading of singles and
albums, have grown to represent an increasing share of U.S. music sales.
According to RIAA, the physical medium’s (actual CDs and DVDs) share of U.S.
music sales declined by 24.9% from 2007 to 2008 with sales decreasing from $7.5
billion to $5.8 billion. During this same period, the sale of music through
digital downloads and online purchases increased by 28.1%. The dollar value
of online and digital sales increased from $1.26 billion in 2007 to $1.64
billion in 2008. In terms of genre, rock remains the most popular style of
music, representing 34% of 2006 U.S. unit sales, although genres such as
rap/hip-hop, R&B, Country and Latin music have become increasingly
popular.





Historical
Music Sales





According
to RIAA, from 1990 to 1999, the U.S. music recording industry grew at a compound
annual growth rate of 7.6%, twice the rate of total entertainment spending. This
growth was driven by demand for music, the replacement of LPs and cassettes with
CDs, price increases and strong economic growth and was largely paralleled
around the world.





The
industry began experiencing negative growth rates in 1999, on a global basis,
primarily driven by an increase in digital piracy. Other drivers of this decline
were and are the overall recessionary economic environment, bankruptcies of
record retailers and wholesalers, growing competition for consumer discretionary
spending and retail shelf space, and the maturation of the CD format, which
has slowed the historical growth pattern of recorded music sales.





Since
that time, annual dollar sales of records in the U.S. are estimated to have
declined at a compound annual growth rate of 6% (although there was a 2.5%
year-over-year increase recorded in 2004). In 2008 the physical business
experienced a 15.4% year-over-year decline on a value basis.





Current
Factors





In our
opinion, the music industry is shifting away from record stores and towards
digital downloads.  According to the IFPI, single-track downloads
totaled nearly $3.8 billion in 2008, up 24.1% on online singles sold in 2007.
The domestic market accounts for the bulk of those sales, with $1.8 billion in
single tracks sold in the U.S. in 2008, up 16.5% from 2007.





As the
Major Labels stumble, independent labels have gained significant amounts of
market share - accounting for a record eighteen percent (18%) of record sales in
2005, according to the RIAA.  Industry experts suggest that mobile
music sales can be a major area for growth in the forthcoming years with the
recent launch of Apple’s iPhone as well as the development of music phones by
other manufactures.





We
believe independent labels are better equipped at Internet marketing via
websites and outlets like MySpace, Facebook and iTunes and we plan to take
advantage of this trend.





Marketing





We
believe that we have structured and will implement a highly efficient program to
enhance the marketing potential of our new talent.  Prior to the
anticipated assignment by the Company of any of its rights under comprehensive
artist recording contracts, we will prepare a master/demo recording package. We
intend to establish a master/demo recording fund of $50,000 per artist for this
purpose. The package will consist of a professionally produced and engineered 3
to 4 song compilation, which will be utilized in conjunction with the
solicitation, or if deemed appropriate, possible retention of the artist’s
property rights.





In no
event shall more than $35,000 of this fund be expended to sign any one artist
without the consent of the majority of our board of directors. This fund may,
however, be increased by a maximum of 20% with the unanimous consent of the
Board. In no event shall the aggregate of the Master/Demo Recording fund
expenditures for the 5 new artists each year undertaken by the Company
(exclusive of our joint ventures) exceed $350,000. We intend to adhere to the
above-mentioned master/demo recording fund strategy regardless of whether we
subsequently assign one or more artists’ contracts, in whole or in part. This
process as a whole will be facilitated by the efficiencies we intend to utilize
pertaining to the critical area of the artist recording budgets (use of in-house
recording studio, strategic alliance with renowned studio engineer, et.
al.).


5





Intellectual
Property





We own
the website and domain VibeRecords.com via Network Solutions Registration #
25962560 (IP Address 206.28.67.2) http://www.viberecords.com/.





We have
registered “Vibe Records” as a trademark in the specific stylized form appearing
in Reg. No. 1,819,799 (“Trademark”). We believe that such protection is of
significant value in identifying our products on CD’s, records, tapes and/or
other media existing now or in the future. In addition, we believe this affords
us brand name marketing capability within the fields of recorded music
distribution and merchandising.  On September 2, 2004, we were granted
an extension of this Trademark under Serial Number # 74389095.





Our
rights in this mark are subject and limited to our rights set forth in the
negotiated dispositions of the two legal actions entitled National Record Mart,
Inc. v. Vibe Records, Inc. and Vibe Ventures v. Vibe Records, Inc. Under the
dispositions of these actions, Vibe Ventures, LLC (“Vibe Ventures”) the original
trademark owner of “Vibe Records”, agreed to give an irrevocable, royalty free
license in perpetuity to us allowing the Company to use the word “Vibe” in
conjunction with the word “Records” in the stylized logo as a “record label”
(the “Trademark License Agreement”). Our use is limited to the stylized logo as
the name of the “record label” for “record distribution” meaning wholesale
distribution of music by a record company. Vibe Ventures was subsequently
acquired by Vibe Media Group (“Vibe Media”) and the Trademark License Agreement
was assumed by Vibe Media. Vibe Media and the Company continue to operate under
the terms of the Trademark License Agreement.





We have
pledged our intellectual property rights in the name “Vibe Records” to Robert S.
McCoy, a member of our board of directors, pursuant to a Security Lien Agreement
whereby Mr. McCoy holds a superior lien against any monies received under the
Trademark License Agreement with Vibe Media.  This lien will be
removed upon the satisfaction of the loans due to Mr. Robert S. McCoy in the
aggregate principal amount of $600,000.





Competition





The
heightened ability to sell or assign one’s rights in potentially successful
recording products to the four (4) major manufacturing and distribution firms
within the music industry, as well as the expanding opportunities to promote and
produce one’s talent independently, lead us to believe we have positioned
ourselves to compete successfully within the R&B, rap, country, Latin and
pop genres of the music industry.  We further believe that we have
focused on a demographic target audience which is experiencing, and will
continue to experience, substantial growth and that the Master/Demo Recording
marketing model is a highly effective manner in which to market our artists and
products.





Nevertheless,
our record products are marketed and sold to a segment of the entertainment
market that is highly competitive. The principal competitive factors affecting
the market for or products include product quality, packaging, brand
recognition, brand and artist acceptance, price and distribution
capabilities.  There can be no assurance that we will be able to
compete successfully against current and future competitors based on these and
other factors. We also compete with a variety of domestic and international
producers and distributors many of whom have substantially greater financial,
production, distribution and marketing resources and have achieved a higher
level of brand recognition than the Company.  In the event we become
successful in our marketing, promotion and distribution of products bearing our
name, it is likely we will experience additional competition in the industry
from major labels, each of which is capable of marketing products designed to
compete directly in the R&B, rap, country, Latin and pop segments. We
compete with other music producers and distributors not only for market share,
brand acceptance and loyalty, but also for display space in retail
establishments and, more importantly, for marketing focus by our distributors
and retailers, all of which distribute and sell other manufacturers products.
Future competition could result in price reductions, reduced margins and loss of
market share, all of which could have a material adverse effect on our business,
financial condition and results of operations.


6





Independent
labels, such as us, have however demonstrated themselves especially adept at
Internet marketing via websites and outlets like MySpace and iTunes. Endeavors
such as this by independent labels have significantly increased their market
share of annual sales as the major labels struggle to adapt to the age of the
IPod and the Internet.





Employees





As of
December 28, 2009, we employed a total of (1) employee, and engaged a total of
(5) independent contractors. We believe that we have a good working relationship
with our employees.  We are not a party to any collective bargaining
agreements, no employees are represented by a labor union and we believe we have
good relations with our employees.





Business
Opportunities





We will
rely on the experience of our President and Chief Executive Officer, Timothy J.
Olphie. Mr. Olphie received several Gold and Platinum awards during his tenure
at SOUL/MCA Records for the success of several recording artists and products.
To date, Mr. Olphie, as Producer and/or Executive Producer, has concluded
approximately twenty-five artist-recording contracts for both major and
independent record labels.





The
following are business opportunities, potential joint ventures and contractual
relationships arranged or being negotiated by Mr. Olphie.





Artist
Recording Agreements





The Baker Girls:





On July
28, 2005 we secured an exclusive recording artist agreement with the Country
music mother/daughter duo The Baker Girls.  Pursuant to the terms of
this agreement, The Baker Girls licensed to us the excusive right to disseminate
their recordings for a period of thirty-six (36) months.  This license
agreement was subsequently extended and now runs through May 2012.





In March
2010, The Baker Girls will release their 1st single
from the album “Don’t Let the Make-Up Fool You” on the Vibe Records label in
which the company has been herald by significant taste makers in the country
music industry.  In fact, they are already calling their
first release with critical acclaim. In February 2010, they are soon to be
working on additional tracks to add to their album consisting of new material to
be recorded at the renowned Sound Stage Studios in Nashville, Tennessee. We
expect the release of the “new” The Baker Girls completed album to be available
for sale on the Vibe Records label in May, 2010.





Kristen
Capolino:





During
fiscal 2009, we secured an exclusive recording artist agreement with the singer,
guitarist and songwriter Kristen Capolino.  Pursuant to the terms of
this agreement, Ms. Capolino licensed to us the excusive right to disseminate
her recordings through December, 2011. Ms. Capolino is a 19-year-old guitarist
and singer from Wappingers Falls, N.Y. who has been performing and recording
since the age of 14.





In May,
2010, we intend to release Ms. Capolino’s debut album “All That I Am” on the
Vibe Records label and thereafter promote Ms. Capolino through appearances at
various music festivals and live performances. The album, All that I am was
produced by the company’s President & CEO, Timothy “T.K.”
Olphie.





Studio
Production





In May
2009, we acquired and installed a SSL 4048 mixing and recording consol in our
recording and production studio that will allow us to record, mix and mastering.
We believe that the addition of this consol to our studio will greatly enhance
the quality and marketability of the singles and albums created by our internal
artist roster and will allow us to differentiate our product from that of other
independent labels.


7





In
addition to the installation of the consol, we have engaged the services of
Terrance Pender as our First Audio Engineer and A&R representative. Mr.
Pender has over ten years experience as a First Audio Engineer and his
responsibilities will include supervising and organizing recording sessions,
hiring studio musicians and overseeing all aspects of master recordings. During
his career, Mr. Pender has produced recordings for Motown Records, J Records, PO
Boy Records, FUBU Entertainment, Rockafella Records, and numerous other labels.
Mr. Pender has worked with such artists as The Temptations, Old Dirty Bastard,
Remy Martin, Ice Cube, RZA, Memphis, Bleek, Fabulous, Nas, Young Guns and many
others. We believe that Mr. Pender’s engineering talent and understanding of
various music markets will greatly enhance the quality and marketability of our
recorded product.





Promotional
Alliances





Distribution
Agreement with Lightyear Entertainment, L.P.





We
executed a Distribution Agreement, dated April 23, 2004 (“Lightyear Agreement”),
directly for worldwide distribution through Lightyear Entertainment, L.P.
("Lightyear"), which is in turn distributed by Caroline Distribution, the
independent distribution arm of EMI Music.  Lightyear
music product is also distributed by JVC in Japan, by in-akustik in
Germany, and by a network of independent distributors elsewhere around the
world. Lightyear's DVD, Digital, and Video On Demand distribution for
independent films are through Warner Home Video in the U.S. and
Canada.  In connection with this Agreement, Lightyear retains a (30%)
Distribution Fee (which it shares with Caroline/EMI), and the remaining 70% of
all wholesale revenue is credited to us, less costs incurred by Lightyear on our
behalf, such as manufacturing costs and retail placement costs. The company has
since have signed and executed extension of the Lightyear
Agreement.





Joint
Venture Agreements:





Off
the Hook Records, Inc:





On
January 15, 2004 the Company and Off the Hook Records, Inc. executed a Joint
Venture Agreement whereby they will sign new talent to production deals and
subsequently finance, produce, promote, market and distribute their master
recordings on an 18 % retail sharing basis with Republic Distribution, Inc., a
division of Universal Distribution. Both genres of urban entertainment and media
will actively co-promote our artists through their East Coast based promotional
resource base. We believe that these aggressive grass roots promotional efforts
will facilitate the entry of our artists into the urban
marketplace.





Item
1A.  Risk Factors





THIS
REPORT CONTAINS CERTAIN STATEMENTS RELATING TO FUTURE EVENTS AND THE FUTURE
FINANCIAL PERFORMANCE OF OUR COMPANY. PROSPECTIVE INVESTORS ARE CAUTIONED THAT
SUCH STATEMENTS ARE ONLY PREDICTIONS, INVOLVE RISKS AND UNCERTAINTIES, AND THAT
ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY. IN EVALUATING SUCH STATEMENTS,
PROSPECTIVE INVESTORS SHOULD SPECIFICALLY CONSIDER THE VARIOUS FACTORS
IDENTIFIED IN THIS REPORT, INCLUDING THE MATTERS SET FORTH BELOW, WHICH COULD
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH
FORWARD-LOOKING STATEMENTS.





RISKS
RELATED TO OUR BUSINESS





The
music industry has been declining and may continue to decline, which may
adversely affect our prospects and our results of operations.




8


Illegal
downloading of music from the Internet, piracy, economic recession, and growing
competition for consumer discretionary spending and retail shelf space may all
be contributing to declines in the recorded music industry. Additionally, the
period of growth in recorded music sales driven by the introduction and
penetration of the CD format has ended. While CD sales still generate most of
the recorded music revenues, CD sales continue to decline industry-wide and we
expect that trend to continue. New formats for selling recorded music product
have been created, including the legal downloading of digital music using the
Internet, physical format product innovations and the distribution of music on
mobile devices, and revenue streams from these new channels are beginning
to emerge. These new digital revenue streams are important to offset declines in
physical sales and represent the fastest growing area of our business. While it
is believed within the recorded music industry that growth in digital sales will
re-establish a growth pattern for all recorded sales, the timing of the recovery
cannot be established with accuracy nor can we determine the impact of how these
changes will affect individual markets.  There can be no assurance
that the Company will ever achieve any revenues or profitable operations through
these new digital revenue streams.





We
have incurred operating losses since inception and there is no certainty that we
will ever achieve profitability.





We have
incurred operating losses since our inception. We expect to incur significant
increasing operating losses for the foreseeable future, primarily due to the
expansion of our operations.  The negative cash flow from operations
is expected to continue and to accelerate in the foreseeable future. Our
ability to achieve profitability depends upon our ability to discover new talent
and develop existing talent, commercial acceptance for our talent, and our
ability to enter into agreements for distribution and
manufacturing.  There can be no assurance that we will ever achieve
any revenues or profitable operations.





We
may be unable to manage our growth or implement our expansion
strategy.





We may
not be able to expand our product and service offerings, our client base and
markets, or implement the other features of our business strategy at the rate or
to the extent presently planned. Our projected growth will place a significant
strain on our administrative, operational and financial resources. If we are
unable to successfully manage our future growth, establish and continue to
upgrade our operating and financial control systems, recruit and hire necessary
personnel or effectively manage unexpected expansion difficulties, our financial
condition and results of operations could be materially and adversely affected.
Furthermore, our growth depends upon our ability to attract new talent and
commercially develop existing talent. There can be no assurance that our efforts
to attract and develop talent can be accomplished on a profitable basis, if at
all. Our expansion of our record distribution and promotions will depend on a
number of factors, most notably the timely and successful promotion and sale of
our products by the Company and our regional distributors. Our inability to
expand sales in a timely manner would have a material adverse effect on our
business, operating results and financial condition.





Our
prospects and financial results may be adversely affected if we fail to
identify, sign and retain artists that have consumer appeal





We are
dependent on identifying, signing and retaining artists with long-term
potential, whose debut albums are well received on release, whose subsequent
albums are anticipated by consumers and whose music will continue to generate
sales as part of our catalog for years to come. The competition among record
companies for such talent is intense. Competition among record companies to sell
records is also intense and the marketing expenditures necessary to compete are
significant and have increased as well. Our competitive position is
dependent on our continuing ability to attract and develop talent whose work can
achieve a high degree of public acceptance. Our financial results may be
adversely affected if we are unable to identify, sign and retain such artists
under terms that are economically attractive to us. There can be no assurance
that the Company will be able to successfully and profitably obtain and market
such talent in the near term or in the future.





The
R&B, rap, pop, country and latin genres of the music industry, where we
intend to focus, are highly competitive and characterized by changing consumer
preferences and continuous introduction of new artists. Our goal is to maintain
and improve the recording artists currently under contract with the Company and
to seek out and recruit additional talent that will appeal to various consumer
preferences.  We believe that our future growth will depend, in part,
on our ability to anticipate changes in consumer preferences and develop and
introduce, in a timely manner, artists and products which adequately address
such changes. There can be no assurances that we will be successful in
recruiting, developing, and marketing such artists and products on a timely and
regular basis. Our failure to successfully introduce such artists or
products, or the failure of the retail markets to accept them, would have a
materially adverse effect on our ability to operate profitably.




9




No
assurance can be given that consumer demand for the R&B, rap, pop, country
and latin genres of the music industry, such as those products intended to be
produced by the Company, will continue in the future or, if such demand does
continue, that we will be able to satisfy consumer preferences. Changes in
consumer spending can affect both the quantity sold and the price of our
products and may therefore affect our operating results.





If
we fail to obtain necessary funds for our operations, we will be unable to
maintain and develop and commercialize our products.





Our
present and future capital requirements depend on many factors,
including:





·
            our
      ability and willingness to enter into new agreements with strategic
      partners, and the terms of these
agreements;


·
            our
      ability to enter into new agreements to expand the distribution of our
      talents records, and the terms of such
  agreements;


·
            the
      costs of recruiting and retaining qualified personnel;
  and


·
            the
      time and costs involved in finding and maintaining
  talent.





Our
ability to continue as a going concern ultimately depends on our ability to
increase sales and reduce expenses to a level that will allow us to operate
profitably and sustain positive operating cash flows.





Additional
financing may be necessary for the implementation of our growth
strategy.





We may
require additional debt and/or equity financing to pursue our growth
strategy.  Given our operating history and existing losses, there can
be no assurance that we will be successful in obtaining additional
financing.  Lack of additional funding could force us to curtail
substantially our growth plans. Furthermore, the issuance by us of any
additional securities pursuant to any future fundraising activities undertaken
by us would dilute the ownership of existing shareholders and may reduce the
price of our common stock.





Furthermore,
debt financing, if available, will require payment of interest and may involve
restrictive covenants that could impose limitations on our operating
flexibility.  Our failure to successfully obtain additional future
funding may jeopardize its ability to continue its business and
operations.





We
are dependent upon key personnel and consultants.





Our
success is heavily dependent on the continued active participation of our
current executive officers listed under “Management.” Loss of the services of
one or more of these officers could have a material adverse effect upon the
Company’s business, financial condition or results of operations. Further, our
success and achievement of our growth plans depend on our ability to recruit,
hire, train and retain other highly qualified technical and managerial
personnel. Competition for qualified employees among companies in the music
industry is intense, and the loss of any of such persons, or an inability
to attract, retain and motivate any additional highly skilled employees required
for the expansion of our activities, could have a materially adverse effect on
the Company. Our inability to attract and retain the necessary personnel and
consultants and advisors could have a material adverse effect on our business,
financial condition or results of operations.  We do not carry “key
person” insurance covering any members of our senior management.





We
are controlled by current officers, directors and principal
stockholders.





Our
directors and executive officers beneficially own approximately 46% of the
outstanding shares of our common stock.  Accordingly, our executive
officers, directors, and principal stockholders will have the ability to control
the election of our Board of Directors and the outcome of issues submitted to
our common stockholders for a vote.


10


We
face significant competition.





Our
recorded products will be marketed and sold to a segment of the market that is
highly competitive.  The principal competitive factors affecting the
market for our products include product quality, packaging, brand recognition,
brand and artist acceptance, price and distribution
capabilities.  There can be no assurance that we will be able to
compete successfully against current and future competitors based on these and
other factors. We also compete with a variety of domestic and international
producers and distributors, many of whom have substantially greater financial,
production, distribution and marketing resources and have achieved a higher
level of brand recognition than the Company.  In the event we become
successful in our marketing, promotion and distribution of products bearing our
name, it is likely we will experience additional competition in the industry
from major labels, each of which is capable of marketing products designed to
compete directly in the R&B, rap, pop, country and latin segments. We
compete with other music producers and distributors not only for market share,
brand acceptance and loyalty, but also for display space in retail
establishments and, more importantly, for marketing focus by our distributors
and retailers, all of which distribute and sell other manufacturers
products.  Future competition could result in price reductions,
reduced margins and loss of market share, all of which could have a material
adverse effect on our business, financial condition and results of
operations.





Any
Inability to adequately protect our intellectual property could harm our ability
to compete.





Our
future success and ability to compete depends in part upon our intellectual
property, which we attempt to protect with a combination of copyright and
trademark laws, as well as with contractual provisions. These legal protections
afford only limited protection and are time-consuming and expensive to obtain
and/or maintain. Further, despite our efforts, we may be unable to prevent third
parties from infringing upon or misappropriating our intellectual
property.





We have
registered one trademark with the United States Patent and Trademark Office. Any
trademarks that are issued to us could be invalidated, circumvented or
challenged. While we diligently intend to protect our intellectual property
rights, the monitoring of any infringement and/or misappropriation of our
intellectual property can be difficult, and there is no guarantee that we would
detect any infringement or misappropriation of our intellectual property
rights.  Even if we detect infringement or misappropriation of our
intellectual property rights, litigation to enforce these rights could cause us
to divert financial and other resources away from our business
operations.





Our
involvement in intellectual property litigation could adversely affect our
business.





Our
business and recognition in the music industry is highly dependent upon
intellectual property, a field that has encountered increasing litigation in
recent years. If we are alleged to infringe the intellectual property rights of
a third party, any litigation to defend the claim could be costly and would
divert the time and resources of management, regardless of the merits of the
claim. There can be no assurance that we would prevail in any such litigation.
If we were to lose a litigation relating to intellectual property, we could,
among other things, be forced to pay monetary damages and/or to cease the sale
or use of certain products. Any of the foregoing may adversely affect our
business.





RISKS
RELATED TO OUR COMMON STOCK





There
is not now, and there may not ever be, an active market for our shares of common
stock.





There can
be no assurance that an active market for our common stock will develop. If an
active public market for our common stock does not develop, shareholders may not
be able to re-sell the shares of our common stock that they own and may lose all
of their investment.





Sales
of a substantial number of shares of our common stock may cause the price of our
common stock to decline.





Should an
active public market develop and our stockholders sell substantial amounts of
our common stock in the public market, shares sold at a price below the current
market price at which the common stock is trading will cause that market price
to decline. Moreover, the offer or sale of a large number of shares at any price
may cause the market price to fall. These sales also may make it more difficult
for us to sell equity or equity-related securities in the future at a time and
price that we deem reasonable or appropriate.


11


Additional
stock offerings may dilute current stockholders.





Given our
plans and our expectation that we may need additional capital and personnel, we
may need to issue additional shares of capital stock or securities convertible
or exercisable for shares of capital stock, including preferred stock, options
or warrants. The issuance of additional capital stock may dilute the ownership
of our current stockholders.





Our
Common Stock will be subject to the "Penny Stock" rules of the SEC.





The
Securities and Exchange Commission has adopted Rule 15g-9 which establishes the
definition of a "penny stock," for the purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules
require:





·
            that
      a broker or dealer approve a person's account for transactions in penny
      stocks; and


·
            the
      broker or dealer receive from the investor a written agreement to the
      transaction, setting forth the identity and quantity of the penny stock to
      be purchased.





In order
to approve a person's account for transactions in penny stocks, the broker or
dealer must:





·
            obtain
      financial information and investment experience objectives of the person;
      and


·
            make
      a reasonable determination that the transactions in penny stocks are
      suitable for that person and the person has sufficient knowledge and
      experience in financial matters to be capable of evaluating the risks of
      transactions in penny stocks.





The
broker or dealer must also deliver, prior to any transaction in a penny stock, a
disclosure schedule prescribed by the Commission relating to the penny stock
market, which, in highlight form:





·
            sets
      forth the basis on which the broker or dealer made the suitability
      determination; and


·
            that
      the broker or dealer received a signed, written agreement from the
      investor prior to the transaction.





Generally,
brokers may be less willing to execute transactions in securities subject to the
"penny stock" rules. This may make it more difficult for investors to dispose of
our common stock and cause a decline in the market value of our
stock.





Disclosure
also has to be made about the risks of investing in penny stocks in both public
offerings and in secondary trading and about the commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.





We
have not paid dividends in the past and do not expect to pay dividends in the
future. Any return on investment may be limited to the value of our common
stock.





We have
never paid cash dividends on our common stock and do not anticipate paying cash
dividends in the foreseeable future. The payment of dividends on our common
stock will depend on earnings, financial condition and other business and
economic factors affecting it at such time as the board of directors may
consider relevant. If we do not pay dividends, our common stock may be less
valuable because a return on your investment will only occur if its stock price
appreciates.


12


Item
2.  Property:





Our
principal executive offices are located at:  # 824 Old Country Road,
Westbury, New York 11590.  This office consists of approximately
1800 square feet, which we rent for 3,500.00 per month. Our lease terminates in
2012 and we have not as yet determined whether we will renew the lease for the
existing space or seek new space. We believe that our principal executive office
space is sufficient for our needs for the foreseeable future. In addition, the
company has additional office space in Oyster Bay, New York which it is renting
on a month to month basis.





Item
3.  Legal Proceedings





We are
not presently a party to any material legal proceedings.





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





None.





PART
II





Item
5.  Market for the Registrant’s Common Stock, Convertible Preferred
Stock and Related Stockholder Matters





Our
common stock is quoted on the OTC Bulletin Board, a service provided by the
Nasdaq Stock Market Inc., under the symbol “VBRE”.  The following
table sets forth the high and low bid prices for our common stock as reported
each quarterly period within the last two fiscal years on the OTC Bulletin
Board, as reported by the National Quotation Bureau. The high and low prices
reflect inter-dealer prices, without retail mark-up, markdown or commission and
may not necessarily represent actual transactions (1).





Fiscal
      year ended September 30, 2009
                        
                        High
                        
                        
                        LowQuarter
      endedDecember
      31, 2008
                        
                        $
                        0.30
                        
                        
                        $
                        0.25March
      31, 2009
                        
                        $
                        0.05
                        
                        
                        $
                        0.25June
      30, 2009
                        
                        $
                        0.60
                        
                        
                        $
                        0.03September
      30, 2009
                        
                        $
                        0.50
                        
                        
                        $
                        0.14Interim
      Period ended December 28, 2009
                        
                        $
                        0.35
                        
                        
                        $
                        0.12





Fiscal
      year ended September 30, 2008
                                  
                                  High
                                  
                                  
                                  LowQuarter
      endedDecember
      31, 2007
                                  
                                  $
                                  0.87
                                  
                                  
                                  $
                                  0.26March
      31, 2008
                                  
                                  $
                                  7.85
                                  
                                  
                                  $
                                  0.15June
      30, 2008
                                  
                                  $
                                  4.95
                                  
                                  
                                  $
                                  0.60September
      30, 2008
                                  
                                  $
                                  1.01
                                  
                                  
                                  $
                                  0.66





On
December 28, 2009, the National Quotation Bureau, Inc. reported that the closing
ask price on our common stock was $0.13 per share.


13


Record
Holders





As of
December 28, 2009, there were approximately 385 holders of record of our common
stock. The Board of Directors believe that the number of beneficial owners is
substantially greater than the number of record holders because a portion of our
outstanding common stock is held of record in broker "street names" for the
benefit of individual investors. The beneficial owners of such shares are not
known to us.





As of
December 28, 2009, the shareholders list from our transfer agent shows that
there were 20,814,257 shares of common stock outstanding. Of those shares,
9,630,000 shares, or 46.3% percent of our outstanding common stock, were owned
by our officers and directors.





Dividend
Policy





Our Board
of Directors determines any payment of dividends to our common stockholders. We
have not paid any dividends on our common stock during the last three years, and
we do not anticipate paying any cash dividends on our common stock in the
foreseeable future. We currently intend to retain future earnings, if any, to
finance the expansion of our business. Our future dividend policy is within the
discretion of our board of directors and will depend upon various factors,
including our results of operations, financial condition, capital requirements
and investment opportunities.





Recent
Sales of Unregistered Securities





During
the fourth quarter of 2009, we issued 100,000 restricted shares of our common
stock as payment for past consulting services rendered by Prosperity Systems,
Inc. We recorded non-cash compensation charges of $30,000  related to
this issuance, reflecting the fair market value of the shares when issued. The
transaction referred to above did not involve an underwriter or placement agent
and there were no underwriter’s discounts or commissions, or placement agent
fees or commissions, paid in connection with the transaction.  The
consultant who received the shares of our common stock in the above referenced
transaction is an accredited investor, as defined by Rule 501 of Regulation D,
and has the business and financial knowledge to analyze the risks associated
with ownership of our common stock. The transaction referred to above was an
exempt transaction in accordance with the provisions of Section 4(2) of the
Securities Act of 1933, as amended, as a transaction by an issuer not involving
any public offering.  We did not engage in any public solicitations in
connection with the above transaction.





During
the fourth quarter of 2009, we issued 50,000 restricted shares of our common
stock as payment for past consulting services rendered by Patrick O’Connell. We
recorded non-cash compensation charges of $15,000 related to this issuance,
reflecting the fair market value of the shares when issued. The transaction
referred to above did not involve an underwriter or placement agent and there
were no underwriter’s discounts or commissions, or placement agent fees or
commissions, paid in connection with the transaction.  Mr. O’Connell
is an accredited investor, as defined by Rule 501 of Regulation D, and has the
business and financial knowledge to analyze the risks associated with ownership
of our common stock. The transaction referred to above was an exempt transaction
in accordance with the provisions of Section 4(2) of the Securities Act of 1933,
as amended, as a transaction by an issuer not involving any public
offering.  We did not engage in any public solicitations in connection
with the above transaction.





Capitalization





Common
Stock





We have
one class of $.0001 par value per share common stock. Holders of our common
stock are entitled to one vote per share of stock held. Holders of shares of our
common stock do not have cumulative voting rights.


14


Preferred
Stock





On
January 19, 2009, our board of directors approved and authorized two series of
preferred stock.  On or about January 23, 2009, we filed a Certificate
of Designation, Preferences and Rights of Series A Convertible Preferred Stock
(the “Series A Preferred Stock”) and a Certificate of Designation, Preferences
and Rights of Series B Convertible Preferred Stock (“the Series B Preferred
Stock”) (together the “Certificates of Designation”) with the Secretary of State
of Nevada.  Pursuant to the Certificates of Designation, we authorized
200,000 shares of our preferred stock to be designated the Series A Preferred
Stock and 200,000 shares of our preferred stock to be designated the Series B
Preferred Stock.





Series
A Preferred Stock





The
holders of the Series A Preferred Stock may, in their sole discretion, convert
each share of Series A Preferred Stock into 4,000 shares of our common stock at
any time following the date of issuance of the Series A Preferred
Stock.  Adjustments in the conversion ratio will be made in the event
of a stock dividend, stock split, reclassification, reorganization,
consolidation or merger in a manner which will provide the preferred holders,
upon full conversion into common stock, with the same percentage ownership of
the Company that existed immediately prior to such action.  The Series
A Preferred Stock has the same voting rights as our common stock, on an as
converted basis, with the Series A preferred holders having one vote for each
share of common stock into which their Series A Preferred Stock is
convertible.  The holders of the Series A preferred stock have a
liquidation preference over our common stock of up to one hundred dollars ($100)
per Series A share held.  The Company will not pay a dividend on the
shares of Series A Preferred Stock.





As of
December 28, 2009, there were no shares of the Series A Preferred Stock issued
and outstanding.





Series
B Preferred Stock





The
holders of the Series B Preferred Stock may, in their discretion, convert each
share of Series B Preferred stock into 4,000 shares of our common stock at any
time following the date of issuance of the Series B Preferred
Stock.  Adjustments in the conversion ratio will be made in the event
of a stock dividend, stock split, reclassification, reorganization,
consolidation or merger in a manner which will provide the preferred holders,
upon full conversion into common stock, with the same percentage ownership of
the Company that existed immediately prior to such action.  The Series
B Preferred Stock does not have voting rights on matters presented to our common
stockholders, for a vote.  The Series B Preferred Stock and has an
equal liquidation right with any shares of our Series A Preferred Stock then
outstanding.  We will not pay a dividend on the shares of Series B
Preferred Stock.





As of
December 28, 2009, there were no shares of the Series B Preferred Stock issued
and outstanding.





Section
15(g) of the Securities Exchange Act of 1934





Our
shares are currently covered by Section 15(g) of the Securities Exchange Act of
1934, as amended, and Rules 15g-1 through 15g-6 promulgated thereunder, which
impose additional sales practice requirements on broker/dealers who sell our
securities to persons other than established customers and accredited investors.
Rule 15g-2 declares unlawful any broker-dealer transactions in penny stocks
unless the broker-dealer has first provided to the customer a standardized
disclosure document.  Rule 15g-3 provides that it is unlawful for a
broker-dealer to engage in a penny stock transaction unless the broker-dealer
first discloses and subsequently confirms to the customer the current quotation
prices or similar market information concerning the penny stock in question.
Rule 15g-4 prohibits broker-dealers from completing penny stock transactions for
a customer unless the broker-dealer first discloses to the customer the amount
of compensation or other remuneration received as a result of the penny stock
transaction.  Rule 15g-5 requires that a broker dealer executing a
penny stock transaction, other than one exempt under Rule 15g-1, disclose to its
customer, at the time of or prior to the transaction, information about the
sales persons compensation.





Our
common stock may remain subject to the foregoing rules for the foreseeable
future. The application of the penny stock rules may affect our stockholder’s
ability to sell their shares because some broker/dealers may not be willing to
make a market in our common stock because of the burdens imposed upon them by
the penny stock rules.


15


Item
6.  Selected Financial Data;





Not
applicable.





Item
7.  Management’s Discussion and Analysis of Financial Condition and
Results of Operations





The
following discussion highlights the principal factors that have affected our
financial condition and results of operations as well as our liquidity and
capital resources for the periods described. This discussion contains
forward-looking statements. Please see “Forward-Looking Statements” and "Risk
Factors" for a discussion of the uncertainties, risks and assumptions associated
with these forward-looking statements.





The
following discussion and analysis of our financial condition and results of
operations are based on our financial statements, which we have prepared in
accordance with U.S. generally accepted accounting principles.  You
should read the discussion and analysis together with such financial statements
and the related notes thereto.





Overview





We are an
early stage company led by an experienced management team and focused on
identifying qualified and talented artists.  Our long term role
includes nurturing the artist’s career through teaching, encouragement and
supervision, while concurrently searching for and selecting suitable material,
accompanists, side-men, producers and other professionals to enhance the
artist’s chances for success.





Plan
of Operations





We intend
to attempt to secure exclusive standard industry recording contracts for between
three (3) to five (5) new artists per year.  We intend to utilize a
highly focused artist selection process. The artist’s value will be
significantly increased through the support of our specialized and well seasoned
management team, modest recording budgets supported by a state of-the-art
recording studio, strategic alliances with a renowned audio engineer, and the
use of a major manufacturing and distributing firm. Furthermore, we will utilize
these economic efficiencies to seek out and enter into agreements with
pre-established artists. Arrangements with established artists will allow us to
offer profit sharing ventures with established artists in which the artists
submit their master recordings (while retaining their own ownership rights) and
license the master recordings to us for manufacture, distribution and
promotion.





We house
and operate state of the art recording and production facilities. The facilities
are utilized not only by our internal artist roster but also are available for
outside contracting.





Through
these and other endeavors, we intend to simultaneously promote and brand the
Vibe Records label.  We believe that operating in this fashion will
reduce overhead, and concerns about collection from accounts.





Critical
Accounting Policies





“Management’s
Discussion and Analysis of Financial Condition and Results of Operations”
discusses our consolidated financial statements that have been prepared in
accordance with accounting principles generally accepted in the United States of
America. The preparation of these financial statements requires us to make
estimates and assumptions that affect the reported amount of assets and
liabilities at the date of the financial statements, the 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. On an
on-going basis, we evaluate our estimates and judgments, including those related
to revenue recognition, valuation allowances for inventory and accounts
receivable, and impairment of long-lived assets. We base our estimates and
judgments on historical experience and on various other factors that are
believed to be reasonable under the circumstances. The result of these estimates
and judgments form the basis for making conclusions about the carrying value of
assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates under different assumptions or
conditions. The SEC suggests that all registrants list their most “critical
accounting policies” in Management’s Discussion and Analysis.


16


Critical
accounting policies are those that are most important to the portrayal of our
financial condition and our results of operations, and require management’s most
difficult, subjective and complex judgments as a result of the need to make
estimates about the effect of matters that are inherently uncertain. Our most
critical accounting policies include, but are not limited to,  revenue
recognition, our ability to collect accounts receivable, the carrying value of
inventories and fixed assets, the useful lives of our fixed assets and
long-lived assets, the impairment of goodwill, the valuation of common stock
related to compensation and other services and the recoverability of
deferred tax assets. In applying these policies, management must use its
informed judgments and best estimates. Estimates, by their nature, are based on
judgments and available information such as the estimated life of fixed assets
for depreciation purposes, the market valuation of inventory in reporting
inventory at the lower of cost or market, and the determination of the market
value of stock when issued as compensation or as repayment for loans. The
estimates that we make are based upon historical factors, current circumstances
and the experience and judgment of our management. We evaluate our assumptions
and estimates on an ongoing basis and may employ outside experts to assist in
our evaluations. Changes in such estimates, based on more accurate future
information, may affect amounts reported in future periods.





Results
of Operations.





Years
Ended September 30, 2009 and 2008





The
Company had no revenue producing activities in either of the years ended
September 30, 2009 or 2008.  For the years ending September 30, 2009
and September 30, 2008, the Company experienced a net loss of $(1,283,289) and
$(651,197), respectively.





General
and administrative expenses increased to $464,301 from $65,147 for the years
ended September 30, 2009 and 2008, principally due to new stock-based
compensation to officers and directors in 2009.  Professional fees and
expenses increased to $374,259 for the year ended September 30, 2009 as compared
to $197,539 for the year ended September 30, 2008 due to increased consulting,
accounting and legal expenses as a result of being a public
company.  Research and artist development expenses increased to
$192,818 for the year ended September 30, 2009 as compared to $177,385 for the
year ended September 30, 2008 due to production efforts on various projects as
previously discussed.  Interest expense increased to $251,911 for
Fiscal 2009 as compared to $211,126 for Fiscal 2008.  This expenditure
has remained relatively consistent and is expected to stay at or above current
levels based on the Company’s need for capital and the lack of revenue producing
activities.





Liquidity
and Capital Resources





As of
September 30, 2009, the Company had a working capital deficit of
$(3,480,700).  If the Company is not successful in generating
sufficient liquidity from operations or in raising sufficient capital resources,
on terms acceptable to it, this could have a material adverse effect on its
business, results of operations liquidity and financial condition.





We have
historically incurred recurring losses from operations.  Our
continuation is dependent upon a successful program of acquisitions and
achieving a profitable level of operations.  We will need $1.0 million
of additional financing for ongoing operations and acquisitions.  The
issuance of additional equity securities by us would result in a significant
dilution in the equity interests of our current
stockholders.  Obtaining loans, assuming those loans would be
available, would increase our liabilities and future cash
commitments.  We cannot assure that we will be able to obtain further
funds we desire for our continuing operations or, if available, that funds can
be obtained on commercially reasonable terms. If we are not able to obtain
additional financing on a timely basis, we would cease our
operations.





As shown
in the financial statements, at September 30, 2009 and September 30, 2008, we
had cash on hand of $23,809 and $-0-.  Net cash used in operating
activities for each of the years ended September 30, 2009 and 2008 was
$(331,281) and $(302,022) as a direct result of our net operating loss and the
absence on any revenue producing activities.  Cash flows used in
investing activities for each of the years ended September 30, 2009 and 2008 was
$(37,893) and $(4,460) which was used in the acquisition of property, plant and
equipment.  Cash flows provided by financing activities were $393,083
during the year ended September 30, 2009 and $379,380 for the year ended
September 30, 2008 which was principally a result in a net increase in our
borrowings from various sources to provide working capital.


17


Item
7A. Quantitative and Qualitative Disclosures About Market Risk.





Not
applicable.





Item
8. Financial Statements and Supplementary Data





The
consolidated financial statements of the Company, together with the Reports of
Independent Registered Public Accounting Firm thereon of S. W. Hatfield, CPA,
appear herein. See Index to Consolidated Financial Statements, appearing on page
F-1.





Item
9. Changes In and Disagreements With Accountants on Accounting and Financial
Disclosure





None





Item
9A.   Controls and Procedures.





Disclosure
Controls and Procedures.  Our management, under the supervision
and with the participation of our Chief Executive Officer (“CEO”) and Chief
Financial Officer (“CFO”), Timothy Olphie, has evaluated the effectiveness of
our disclosure controls and procedures as defined in Rules 13a-15 promulgated
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as
of the end of the period covered by this Annual Report. Based on such
evaluation, our CEO and CFO have concluded that, as of the end of the period
covered by this Annual Report, our disclosure controls and procedures are
effective.  Disclosure controls and procedures are controls and
procedures designed to ensure that information required to be disclosed in our
reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules and
forms and include controls and procedures designed to ensure that information we
are required to disclose in such reports is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer,
as appropriate to allow timely decisions regarding required
disclosure.





Management’s
Annual Report on Internal Control over Financial Reporting.Management is
responsible for establishing and maintaining adequate internal control over
financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange
Act.





Internal
control over financial reporting is defined under the Exchange Act as a process
designed by, or under the supervision of, our CEO and CFO and effected by our
board of directors, management and other personnel, 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 and includes those policies and procedures
that:





—Pertain
to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of our assets;





—Provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of our management and directors;
and





—Provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of our assets that could have a material effect
on the financial statements.





Because
of its inherent limitation, internal control over financial reporting may not
prevent or detect misstatements.  Also, projections of any evaluations
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies and procedures may
deteriorate.  Accordingly, even an effective system of internal
control over financial reporting will provide only reasonable assurance with
respect to financial statement preparation.


18


Our
management, with the participation of our CEO and CFO, evaluated the
effectiveness of the Company’s internal control over financial reporting as of
September 30, 2009.  In making this assessment, our management used
the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission in Internal Control – Integrated Framework.  Based
on this evaluation and those criteria, our management, with the participation of
our CEO and CFO, concluded that, as of September 30, 2009, our internal control
over financial reporting was effective.





This
Annual Report does not include an attestation report of our registered public
accounting firm regarding our internal control over financial
reporting.  Management’s report was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the SEC that
permit us to provide only management’s report in this Annual
Report.





Changes in
Internal Control over Financial Reporting.There have not been
any changes in our internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f)) that occurred during the quarter ended September
30, 2009 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.





PART
III





Item
10.  Directors, Executive Officers and Corporate
Governance





The
following table sets forth certain information with respect to our directors and
executive officers as of December 28, 2009.





Name
                
                Age
                
                PositionTimothy
      J. Olphie
                
                55
                
                Chairman
      of the Board, President and Chief Executive OfficerRobert
      S. McCoy, Jr.
                
                71
                
                DirectorMichael
      L. Tyler
                
                51
                
                Vice
      President & Secretary,
Director





Timothy
J. Olphie, CEO, President and Director





From
January 1993 to the present, Mr. Olphie has been employed as an independent
record producer.  Since May 2008, he has been our CEO, President and a
member of our board of directors. Mr. Olphie received a Bachelor’s Degree in
Marketing and Management from the State University of New York at
Brockport.





Mr.
Olphie has been actively involved in the music industry for twenty five (25)
years, entering as an Account Representative with the New York City branch
office of the American Society of Composers, Authors and Publishers (ASCAP) in
1979. In 1982 Mr. Olphie was offered, and accepted, a position with Record
World, a regionally based record franchise. He was promoted to the role of
Public Relations Director shortly thereafter and remained with the company until
1989, at which time he accepted a position with CBS Records as an Account
Service Representative.





In 1991,
Mr. Olphie accepted a position as General Manager of SOUL/MCA Records, a joint
venture between Sound of Urban Listeners (SOUL) and MCA Records, Inc. of New
York City. His responsibilities included the day-to-day activities of an
independent record company distributed by major label and the marketing and
management of several SOUL/MCA recording acts. At SOUL/MCA, Mr. Olphie received
several Gold and Platinum awards for his role in the success of several
recording acts including Public Enemy, the Young Black Teenagers, and the movie
“Juice” and its related soundtrack. In addition, Mr. Olphie was responsible for
negotiating the terms and promotional success for the “Bomb Squad”; renowned
producers, Hank and Keith Shocklee. The likes of Vanessa Williams, “The Right
Stuff”, Bobby Brown, Bell, Biv, Devoe,” I Thought it was Me”, Madonna, “Like a
Prayer”, Ice Cube, Son of Bazerk, Jody Watley, etc. to name a few. To date, Mr.
Olphie has concluded approximately twenty five (25) artist recording
contracts for both major and independent record labels as producer and/or
executive producer including Danny Gatton on Elektra Entertainment, a division
of Warner Communications, Inc. (nominated for “Best Rock Instrumental – 1992
Grammy Awards”); Spectrum City (currently known as Public Enemy) on Hollywood
Records, a division of the Walt Disney Company specifically the movie “South
Central:, Produced by Oliver Stone; Jammy on Vibe Records, Inc. (distributed
nationally by Landmark Distributors, Inc.); Ricca on Epic Records, a division of
SONY and Producer of former Vibe Records recording artist Chantele Doucette
winner of the 2003 Adult Singer award for CBS Television’s Star Search show. In
addition, Ms. Doucette was awarded a Sony Music recording contract. In 1993 Mr.
Olphie joined Independent National Distribution Inc. (INDI) and became their New
York City Sales Representative.


19


Robert
S. McCoy, Jr., Director





Since May
2008, Robert S. McCoy, Jr. has been a member of our board of directors. Mr.
McCoy retired in 2003 after 19 years with Wachovia Corporation and its successor
companies. Mr. McCoy had been Vice Chairman and Chief Financial Officer of
Wachovia. Prior to joining the banking industry Mr. McCoy was with Price
Waterhouse & Co. for 23 years. Mr. McCoy currently serves on the Board of
Directors of three other public companies; Krispy Kreme Doughnuts, Inc, MedCath
Corporation, and Website Pros, Inc. Mr. McCoy also serves on the board of
additional private companies in which he is an investor.





Dr.
Michael L. Tyler, Director, Vice President and Secretary





Since May
2008, Dr. Michael L. Tyler has been a member of our board of directors, a Vice
President and the Secretary of the Company.  Dr. Tyler graduated magna
cum laude from Columbia State Community College in Columbia,
Tennessee, in 1977 with Associate of Science degrees in chemistry and
biology.  He continued his education at Memphis State University
in Memphis, TN., graduating magna cum laude in 1979 with Bachelor of Science
degrees in chemistry and biology.  His doctorate degree in dentistry was
earned from the University of Tennessee Center for the Health Sciences in
Memphis, TN., in 1983. Dr. Tyler has been practicing general and family
dentistry for the last 21 years.  He is a member of the American Dental
Association, Tennessee Dental Association, and Maury County Dental
Association.  He is on staff at Maury Regional Hospital. He is a
member of Rotary International, serving his local club as president, and has
been honored with a Paul Harris Fellowship.





Thomas
G. Kober, C.P.A., Director





Between
May 2008 and August 1, 2009, Thomas G. Kober was a member of our board of
directors. Mr. Kober served as our Vice President and Treasurer from May 2008
until May 2009. In May 2009, Mr. Kober resigned as our Vice President and
Treasurer to pursue other business interests. Mr. Kober’s academic and
professional credentials consist of the following: Bachelor of Science,
Accounting, Manhattan College, 1979; Certified Public Accountant, 1985. Mr.
Kober has been a Partner in Blanchfield, Meyer, Kober and Rizzo LLP, since 1986
and specializes in the construction industry, Sarbanes-Oxley compliance
requirements, SEC filing requirements, computer hardware and software consulting
with extensive experience in consulting on mergers and acquisitions as well as
negotiating with financial institutions. Mr. Kober’s Professional
Affiliations include: American Institute of Certified Public Accountants, Member
Information Technology Division, Member Taxation Committee, New York State
Society of Certified Public Accountants, Member Real Estate Contractors
Committee, Long Island Chapter of the Construction Financial Management
Association, Former Treasurer and member of Board of Directors, Long Island
Association - Tax Policy Committee, Board member of various charitable
endeavors.





On August
1, 2009, Mr. Kober resigned from his position as a member of our board of
directors. The Company and Mr. Kober did not have any disagreements regarding
the Company’s operations, policies or practices.





General





Our
executive officers are elected by, and serve at the pleasure of, our board of
directors. Our directors serve terms of one year each, with the current
directors serving until the next annual meeting of stockholders, and in each
case until their respective successors are duly elected and
qualified.


20





None of
our directors, executive officers, promoters or control persons has, within the
last five years: (i) had a 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; (ii) been
convicted in a criminal proceeding or is currently subject to a pending criminal
proceeding (excluding traffic violations or similar misdemeanors); (iii) been
subject to any order, judgment or decree, not subsequently reversed, suspended
or vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting his involvement in any type
of business, securities or banking activities; (iv) been found by a court of
competent jurisdiction (in a civil action), the Securities and Exchange
Commission (the "SEC") or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law, and the judgment has
not been reversed, suspended or vacated. There are no family relationships among
any of our directors and executive officers.





Election
of Directors and Officers




Holders
of our common stock are entitled to one (1) vote for each share held on all
matters submitted to a vote of the stockholders, including the election of
directors. Holders of our Series A Preferred Stock are entitled to one (1) vote
for each share of common stock into which their preferred shares are convertible
on all matters submitted to a vote of the common stockholders, including the
election of directors. Cumulative voting with respect to the election of
Directors is not permitted by our Articles of Incorporation. Our Board of
Directors is elected at the annual meeting of the stockholders or at a special
meeting called for that purpose. Each director holds office until the next
annual meeting of the stockholders and until the director’s successor is elected
and qualified. If a vacancy occurs on the Board of Directors, including a
vacancy resulting from an increase in the number of directors, the vacancy may
be filled by the Board of Directors or by the stockholders at the next annual
stockholders’ meeting or at a special meeting of the stockholders called for
that purpose.





Item
11.  Executive Compensation




The
following table sets forth the annual and long-term compensation paid to our
executive officers.  No other executive officers earned more than
$100,000 per year at the end of the last completed fiscal year.





Summary
Compensation Table




Name&
                                  Principal
                                  Position
                                
                                Year
                                
                                Salary($)
                                
                                
                                Bonus
                                  ($)
                                
                                
                                Stock
                                  Awards($)
                                
                                
                                Option
                                  Awards
                                  ($)
                                
                                
                                Non-Equity
                                  IncentivePlan
                                  Compensation
                                  ($)
                                
                                
                                Changein
                                  PensionValue
                                  and
                                  Non-Qualified
                                  Deferred
                                  Compensation
                                  Earnings($)
                                
                                
                                AllOther
                                  Compensation
                                  ($)
                                
                                
                                Total($)Timothy
      J. Olphie, President and CEO
                                
                                2009
                                
                                $
                                75,000
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                $
                                -
                                
                                
                                $
                                -2008
                                
                                $
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                $
                                -
                                
                                
                                $
                                -




Outstanding
Option Awards at Fiscal Year-End Table.




None.





Employee
Benefit Plans





In 2008,
our board of directors adopted an incentive stock plan that was subsequently
approved by our shareholders. The stock plan is intended to promote continuity
of management and to provide increased incentive and personal interest in our
welfare by those employees and consultants who are primarily responsible for
shaping and carrying out our long-range plans and securing our continued growth
and financial success.


21





The plan
is administered by our board of directors, and they have the authority to select
the employees, consultants and non-employee directors who participate in the
plan, to determine the awards to be granted to participants, to set the terms
and conditions of such awards and to establish, amend or waive rules for the
administration of the plan.





The plan
provides that up to a total of 5,000,000 shares of common stock, subject to
adjustment to reflect stock dividends and other capital changes, are available
for issuance under the stock plan. No options to acquire shares are currently
outstanding and no options to acquire shares were granted under the plan in
2009.





During
2009, our Board of Directors approved the issuance of an aggregate of 1,655,000
shares of our common stock to employees, directors, and consultants under the
terms of the stock plan.





Employment
Agreements




On
January 16, 2009, we entered into an employment agreement with Mr. Timothy
Olphie (the “Olphie Employment Agreement”) that has an initial term of three (3)
years. Under the Olphie Employment Agreement, Mr. Olphie will continue to serve
as our CEO, President and a member of our board of directors. Mr. Olphie will
receive a base salary of $75,000 per year, and will be entitled to an annual
discretionary bonus. The amount of Mr. Olphie’s bonus will be determined by our
board of directors, and will be based upon the achievement of certain milestones
as determined by the board of directors.  Mr. Olphie’s employment
agreement would be terminated under the terms of that agreement upon the death
or disability of Mr. Olphie. If we terminate Mr. Olphies’s employment for
“Cause” (as defined in the agreement) or if Mr. Olphie terminates his
 employment voluntarily for any reason before the end of the term, Mr. Olphie
will be entitled to receive his base salary through the date his employment
terminates, plus any pro-rata bonus owed as of that date. If Mr. Olphie’s
employment is terminated by us without “Cause” then he will be entitled to
receive: (i) base salary through the termination date; (ii) a single sum payment
equal to $75,000; and (iii) reimbursement for the cost of up to the first twelve
months of continuing group health plan coverage which Mr. Olphie and his covered
dependents receive pursuant to COBRA.  As compensation for past
services to the Company, our board of directors granted to Mr. Olphie the right
to receive 1,100 shares of our Series A Preferred Stock, with such shares being
issuable at Mr. Olphie’s discretion upon 61 days written notice.  The
shares of Series A Preferred Stock to be issued to Mr. Olphie shall be
restricted shares on issuance and as such any future sales by Mr. Olphie must be
pursuant to a then effective registration statement under the Securities Act of
1933, or be pursuant to a valid exemption from such registration.





Board
of Directors




We pay
compensation of $5,000 per annum to each of our directors for service on our
Board.





Indemnification





Under our
Articles of Incorporation and Bylaws, we may indemnify an officer or director
who is made a party to any proceeding, including a lawsuit, because of his
position, if he acted in good faith and in a manner he reasonably believed to be
in our best interest. We may advance expenses incurred in defending a
proceeding. To the extent that the officer or director is successful on the
merits in a proceeding as to which he is to be indemnified, we must indemnify
him against all expenses incurred, including attorney's fees. With respect to a
derivative action, indemnity may be made only for expenses actually and
reasonably incurred in defending the proceeding, and if the officer or director
is judged liable, only by a court order. The indemnification is intended to
be to the fullest extent permitted by the laws of the State of Nevada.
Regarding indemnification for liabilities arising under the Securities Act,
which may be permitted to directors or officers under Nevada law, we are
informed that, in the opinion of the Commission, indemnification is against
public policy, as expressed in the Act and is, therefore,
unenforceable.


22





Item
12.  Security Ownership of Certain Beneficial Owners and
Management





The
following table indicates beneficial ownership of our common stock as of
December 28, 2009 by:




·
            Each
      person or entity known by us to beneficially own more than 5% of the
      outstanding shares of the our common stock;·
            Each
      of our executive officers and directors; and·
            All
      of our executive officers and directors as a
  group.





Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission and generally includes voting or investment power with
respect to securities.  Percentage of beneficial ownership is based on
20,814,257 shares of common stock outstanding as of December 28,
2009.  Unless otherwise indicated, the address of each beneficial
owner listed below is c/o the Company, 824 Old Country Road, P.O. Box 8,
Westbury, New York, 11590





NameandAddress
                    
                    Numberof
                      Shares
                    
                    Percentageof
                      SharesOwnedTimothy
      J. Olphie
                    
                    
                    5,325,000
                    
                    25.6Robert
      S. McCoy, Jr.
                    
                    
                    2,670,000
                    
                    12.8Michael
      L. Tyler
                    
                    
                    1,635,000
                    
                    7.9All
      Officers and Directors as a group (3 persons)
                    
                    
                    9,630,000
                    
                    46.3




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




Other
than as disclosed below, there have been no transactions, or proposed
transactions, which have materially affected or will materially affect us in
which any director, executive officer or beneficial holder of more than 10% of
the outstanding common stock, or any of their respective relatives, spouses,
associates or affiliates, has had or will have any direct or material indirect
interest. We have no policy regarding entering into transactions with affiliated
parties.





On May
30, 2008, we entered into convertible promissory notes with James Price for
$200,000 and with Robert S. McCoy for $225,000.  Interest on the
promissory notes shall accrue at the rate of 5% per annum.  The
promissory notes are convertible into Common Stock at the price of $0.25 per
share.  The Maturity Date of the promissory notes is the earlier of
August 28, 2008 or five days after the closing of any equity financing equal to
or greater than $500,000.





Blanchfield,
Meyer, Kober and Rizzo LLP





For the
periods ended September 30, 2008 and 2009 the firm Blanchfield, Meyer, Kober and
Rizzo (BMKR) has accrued Fees totaling $75,000 for accounting and bookkeeping
services.  Thomas Kober, a member of our board of directors from May
2008 until August 1, 2009, is a 20 % partner in this BMKR. No payment has been
made by us and no demand has been made for payment.





Item 14. Principal Accountant Fees and
Services





Fees paid
to the Company’s current principal accountant, S. W. Hatfield, CPA were as
follows:





Year
      ended
                  
                  
                  Year
      endedSeptember
      30,
                  
                  
                  September
      30,2009
                  
                  
                  20081.
                  Audit
      fees
                  
                  $
                  23,388
                  
                  
                  $
                  17,3502.
                  Audit-related
      fees
                  
                  
                  -
                  
                  
                  
                  -3.
                  Tax
      fees
                  
                  
                  -
                  
                  
                  
                  -4.
                  All
      other fees
                  
                  
                  -
                  
                  
                  
                  -Totals
                  
                  $
                  23,388
                  
                  
                  $
                  17,350




23





1.
            Audit
      fees consist of amounts billed for professional services rendered
      for the audits of our financial statements, reviews of our interim
      consolidated financial statements included in quarterly reports, services
      performed in connection with filings with the Securities & Exchange
      Commission and related comfort letters and other services that are
      normally provided by S. W. Hatfield, CPA in connection with statutory and
      regulatory filings or engagements.


2.
            Audit
      Related fees consist of fees billed for assurance and related
      services by our principal accountant that are related to the performance
      of the audit or review of our financial statements and are not reported
      under Audit Fees.


3.
            Tax
      fees consist of fees billed for professional services for tax
      compliance, tax advice and tax planning. These services include assistance
      regarding federal, state and local tax compliance and consultation in
      connection with various transactions and
  acquisitions.





The
Company has not designated a formal audit committee.  However, as
defined in Sarbanes-Oxley Act of 2002, the entire Board of Directors (Board), in
the absence of a formally appointed committee, is, by definition, the Company’s
audit committee.





In
discharging its oversight responsibility as to the audit process, commencing
with the engagement of S. W. Hatfield, CPA, the Board obtained from the
independent auditors a formal written statement describing all relationships
between the auditors and the Company that might bear on the auditors’
independence as required by applicable accounting standards.  The
Board discussed with the auditors any relationships that may impact their
objectivity and independence, including fees for non-audit services, and
satisfied itself as to the auditors’ independence.





The Board
discussed and reviewed with the independent auditors all matters required to be
discussed by auditing standards generally accepted in the United States of
America, including those described in the appropriate Statement(s) on Auditing
Standards.





The Board
reviewed the audited financial statements of the Company as of and for the years
ended September 30, 2009 and 2008 with management and the independent
auditors.  Management has the sole ultimate responsibility for the
preparation of the Company’s financial statements and the independent auditors
have the responsibility for their examination of those statements.





Based on
the above-mentioned review and discussions with the independent auditors and
management, the Board of Directors approved the Company’s audited financial
statements and recommended that they be included in its Annual Report on Form
10-K for the year ended September 30, 2009 for filing with the U. S. Securities
and Exchange Commission.





The
Company’s principal accountant, S. W. Hatfield, CPA did not engage any other
persons or firms other than the principal accountant’s full-time, permanent
employees.





PART IV




Item
15.  Exhibits and Financial
Statement Schedules




(a)
            Exhibits
      and Financial Statements




24





Financial
      Statements.  See Item 8. Index to Financial
      Statements





(b)
            Exhibits




Exhibit
                Number
              Description3.1
      #
              Articles
      of Incorporation of Benacquista Galleries Inc., dated January 13, 2003
      (incorporated by reference to Exhibit 3.1 on Form SB-2 filed March 31,
      2003).3.2
      #
              By-laws
      of Benacquista Galleries Inc., dated January 17, 2003 (incorporated by
      reference to Exhibit 3.2 on Form SB-2 filed March 31,
    2003).4.1
      #
              Certificate
      of Designation, Preferences and Rights of the Series A Convertible
      Preferred Stock of Vibe Records, Inc. Nevada (incorporated by reference to
      Exhibit 4.1 to the Form 8-K filed on January 26, 2009).4.2
      #
              Certificate
      of Designation, Preferences and Rights of the Series B Convertible
      Preferred Stock of Vibe Records, Inc. Nevada (incorporated by reference to
      Exhibit 4.2 to the Form 8-K filed on January 26, 2009).10.1
      #@
              Employment
      Agreement by and between Mr. Tim Olphie and Vibe Records, Inc. Nevada,
      dated as of January 26, 2009 (incorporated by reference to Exhibit 10.1 to
      the Form 8-K filed on January 26, 2009).10.2
      #
              Agreement
      and Plan of Merger by and among the Company, Benacquista Acquisition Corp.
      and Vibe Records, Inc., dated May 30, 2008 (incorporated by reference and
      previously filed on Form 8-K on June 6, 2008).31.1*
              Certificate
      of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.31.2*
              Certificate
      of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.32.1*
              Certificate
      of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002.32.2*
              Certificate
      of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002.




#
            Incorporated
      by reference.@
            Management
      contract or compensatory plan.*
            Filed
      herewith.




25




VIBE
RECORDS INC. NEVADA
 
 Contents
 
 PageReport
      of Registered Independent Certified Public Accounting Firm
                                      
                                      F-2Financial
      StatementsBalance
      Sheetsas
      of September 30, 2009 and 2008
                                      
                                      F-3Statements
      of Operations and Comprehensive Lossfor
      the years ended September 30, 2009 and 2008and
      period from January 13, 2003 (date of inception)through
      September 30, 2009
                                      
                                      F-4Statement
      of Changes in Stockholders’ Equityfor
      the years ended September 30, 2009 and 2008
                                      
                                      F-5Statements
      of Cash Flowsfor
      the years ended September 30, 2009 and 2008and
      period from January 13, 2003 (date of inception)through
      September 30, 2009
                                      
                                      F-6Notes
      to Financial Statements
                                      
                                      F-7
  F-1
  LETTERHEAD OF S. W.
HATFIELD, CPA
 
 REPORT OF REGISTERED
INDEPENDENT CERTIFIED PUBLIC ACCOUNTING FIRM
 
 Board of
Directors and Stockholders
 Vibe
Records, Inc. Nevada
 
 We have
audited the accompanying balance sheets of Vibe Records, Inc. Nevada (Company)
(a Nevada corporation and a development stage company) as of September 30, 2009
and 2008 and the related combined statements of operations and comprehensive
loss, changes in stockholders' deficit and cash flows for each of the years
ended September 30, 2009 and 2008, respectively.  These financial
statements are the sole responsibility of the Company's
management.  Our responsibility is to express an opinion on these
financial statements based on our audit.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting.  Accordingly, we express no
such opinion.  An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Vibe Records, Inc. Nevada as of
September 30, 2009 and 2008 and the results of its operations and cash flows for
each of the years ended September 30, 2009 and 2008, respectively, in conformity
with generally accepted 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 C to the
financial statements, the Company has no viable operations or significant assets
and is dependent upon capital provided from current stockholders or issuances of
new equity or new debt to provide sufficient working capital to maintain the
integrity of the corporate entity.  These circumstances create
substantial doubt about the Company's ability to continue as a going concern and
are discussed in Note C.  The financial statements do not contain any
adjustments that might result from the outcome of these
uncertainties.
 
 S.
      W. HATFIELD, CPA
 Dallas,
Texas
 January
13, 2010
  F-2
 
 VIBE
RECORDS, INC. NEVADA
 (a
development stage company)
 Balance
Sheets
 September
30, 2009 and 2008
 
 September 30,
                                  
                                  
                                  September 30,2009
                                  
                                  
                                  2008ASSETSCurrent
      AssetsCash
      on hand and in bank
                                  
                                  $
                                  23,809
                                  
                                  
                                  $
                                  -Total
      Current Assets
                                  
                                  
                                  23,809
                                  
                                  
                                  
                                  -Property
      and Equipment - at cost
                                  
                                  
                                  96,937
                                  
                                  
                                  
                                  59,044less
      accumulated depreciation
                                  
                                  
                                  (43,845
                                  )
                                  
                                  
                                  (27,624
                                  )Net
      Property and Equipment
                                  
                                  
                                  53,092
                                  
                                  
                                  
                                  31,420Other
      AssetsDue
      from affiliated entities
                                  
                                  
                                  -
                                  
                                  
                                  
                                  182,709Master
      recordings, net of reserve for impairment
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Total
      Other Assets
                                  
                                  
                                  -
                                  
                                  
                                  
                                  182,709TOTAL
      ASSETS
                                  
                                  $
                                  76,901
                                  
                                  
                                  $
                                  214,129LIABILITIES AND STOCKHOLDERS'
      DEFICITCurrent
      LiabilitiesBank
      overdraft
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  417Notes
      payable to bank and individuals
                                  
                                  
                                  730,381
                                  
                                  
                                  
                                  853,289Accounts
      payable and other accrued liabilities
                                  
                                  
                                  368,970
                                  
                                  
                                  
                                  180,145Accrued
      interest payable
                                  
                                  
                                  719,081
                                  
                                  
                                  
                                  633,562Notes
      and advances payable to officers and stockholders
                                  
                                  
                                  1,686,077
                                  
                                  
                                  
                                  1,562,378Total
      Liabilities
                                  
                                  
                                  3,504,509
                                  
                                  
                                  
                                  3,229,791Commitments
      and ContingenciesStockholders'
      DeficitPreferred
      stock - $0.001 par value50,000,000
      shares authorizedSeries
      A - 4,000 shares designatedSeries
      B - 4,000 shares designatedNone
      issued and outstanding
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Common
      stock - $0.001 par value100,000,000
      shares authorized21,249,267
      and 14,564,267 sharesissued
      and outstanding, respectively
                                  
                                  
                                  2,125
                                  
                                  
                                  
                                  1,456Additional
      paid-in capital
                                  
                                  
                                  2,998,921
                                  
                                  
                                  
                                  2,128,247Accumulated
      deficit
                                  
                                  
                                  (5,693,787
                                  )
                                  
                                  
                                  (4,410,498
                                  )(2,692,741
                                  )
                                  
                                  
                                  (2,280,795
                                  )Less:
      Treasury Stock
                                  
                                  
                                  (734,867
                                  )
                                  
                                  
                                  (734,867
                                  )Total
      Stockholders' Deficit
                                  
                                  
                                  (3,427,608
                                  )
                                  
                                  
                                  (3,015,662
                                  )TOTAL
      LIABILITIES ANDSTOCKHOLDERS’
      DEFICIT
                                  
                                  $
                                  76,901
                                  
                                  
                                  $
                                  214,129
 
 The
accompanying notes are an integral part of these financial
statements.
  F-3
  VIBE
RECORDS, INC. NEVADA
 (a
development stage company)
 Statements
of Operations and Comprehensive Loss
 Years
ended September 30, 2009 and 2008 and
 Period
from January 13, 2003 (date of inception) through September 30,
2009
 
 (Unaudited)Period fromJanuary 13, 2003(date of inception)Year ended
                                          
                                          
                                          Year ended
                                          
                                          
                                          throughSeptember 30,
                                          
                                          
                                          September 30,
                                          
                                          
                                          September 30,2009
                                          
                                          
                                          2008
                                          
                                          
                                          2009Revenues
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -Operating
      ExpensesResearch
      and Artist Development costs
                                          
                                          
                                          192,818
                                          
                                          
                                          
                                          177,385
                                          
                                          
                                          
                                          726,196General
      and Administrative expenses
                                          
                                          
                                          464,301
                                          
                                          
                                          
                                          65,147
                                          
                                          
                                          
                                          3,100,721Professional
      fees
                                          
                                          
                                          374,259
                                          
                                          
                                          
                                          197,539
                                          
                                          
                                          
                                          843,074Total
      Operating Expenses
                                          
                                          
                                          1,031,378
                                          
                                          
                                          
                                          440,071
                                          
                                          
                                          
                                          4,669,991Loss
      from Operations
                                          
                                          
                                          (1,031,378
                                          )
                                          
                                          
                                          (440,071
                                          )
                                          
                                          
                                          (4,669,991
                                          )Other
      (Expense)Interest
      expense
                                          
                                          
                                          (251,911
                                          )
                                          
                                          
                                          (211,126
                                          )
                                          
                                          
                                          (1,017,866
                                          )Loss
      before Provisionfor
      Income Taxes
                                          
                                          
                                          (1,283,289
                                          )
                                          
                                          
                                          (651,197
                                          )
                                          
                                          
                                          (5,687,857
                                          )Provision
      for Income Taxes
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (5,930
                                          )Net
      Loss
                                          
                                          
                                          (1,283,289
                                          )
                                          
                                          
                                          (651,197
                                          )
                                          
                                          
                                          (5,693,787
                                          )Other
      Comprehensive Income
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -Comprehensive
      Loss
                                          
                                          $
                                          (1,283,289
                                          )
                                          
                                          $
                                          (651,197
                                          )
                                          
                                          $
                                          (5,693,787
                                          )Loss
      per weighted-average shareof
      common stock outstanding,computed
      on net loss - basicand
      fully diluted
                                          
                                          $
                                          (0.07
                                          )
                                          
                                          $
                                          (0.04
                                          )Weighted-average
      number of sharesof
      common stock outstanding -basic
      and fully diluted
                                          
                                          
                                          17,994,829
                                          
                                          
                                          
                                          13,817,542
  The
accompanying notes are an integral part of these financial
statements.
  F-4
 
 VIBE
RECORDS, INC. NEVADA
 (a
development stage company)
 Statement
of Changes in Stockholders’ Deficit
 Years
ended September 30, 2009 and 2008
 
 Additional
                                                    
                                                    
                                                    TreasuryCommon
      Stock
                                                    
                                                    
                                                    paid-in
                                                    
                                                    
                                                    stock
                                                    
                                                    
                                                    AccumulatedShares
                                                    
                                                    
                                                    Amount
                                                    
                                                    
                                                    capital
                                                    
                                                    
                                                    at
      cost
                                                    
                                                    
                                                    deficit
                                                    
                                                    
                                                    TotalBalances
      atOctober
      1, 2007
                                                    
                                                    
                                                    13,489,201
                                                    
                                                    
                                                    $
                                                    1,348
                                                    
                                                    
                                                    $
                                                    2,257,652
                                                    
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    (3,759,301
                                                    )
                                                    
                                                    $
                                                    (1,500,301
                                                    )Effect
      of reverse mergertransaction
                                                    
                                                    
                                                    1,075,066
                                                    
                                                    
                                                    
                                                    108
                                                    
                                                    
                                                    
                                                    (129,405
                                                    )
                                                    
                                                    
                                                    (9,867
                                                    )
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    (139,164
                                                    )14,564,267
                                                    
                                                    
                                                    
                                                    1,456
                                                    
                                                    
                                                    
                                                    2,128,247
                                                    
                                                    
                                                    
                                                    (9,867
                                                    )
                                                    
                                                    
                                                    (3,759,301
                                                    )
                                                    
                                                    
                                                    (1,639,465
                                                    )Purchase
      of treasury stock
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    (725,000
                                                    )
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    (725,000
                                                    )Net
      loss for the year
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    (651,197
                                                    )
                                                    
                                                    
                                                    (651,197
                                                    )Balances
      atSeptember
      30, 2008
                                                    
                                                    
                                                    14,564,267
                                                    
                                                    
                                                    
                                                    1,456
                                                    
                                                    
                                                    
                                                    2,128,247
                                                    
                                                    
                                                    
                                                    (734,867
                                                    )
                                                    
                                                    
                                                    (4,410,498
                                                    )
                                                    
                                                    
                                                    (3,015,662
                                                    )Issuance
      of commonstock
      for:Retirement
      of debt
                                                    
                                                    
                                                    5,000,000
                                                    
                                                    
                                                    
                                                    500
                                                    
                                                    
                                                    
                                                    44,500
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    45,000Legal,
      consulting andother
      services
                                                    
                                                    
                                                    910,000
                                                    
                                                    
                                                    
                                                    91
                                                    
                                                    
                                                    
                                                    273,059
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    273,150Executive,
      director andother
      compensation
                                                    
                                                    
                                                    745,000
                                                    
                                                    
                                                    
                                                    75
                                                    
                                                    
                                                    
                                                    211,326
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    211,400Cost
      of raising capital
                                                    
                                                    
                                                    30,000
                                                    
                                                    
                                                    
                                                    3
                                                    
                                                    
                                                    
                                                    8,997
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    9,000less
      cost of raisingcapital
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    (9,000
                                                    )
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    (9,000
                                                    )Capital
      contributed throughofficer
      payment of debt
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    341,792
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    341,792Net
      loss for the year
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    (1,283,289
                                                    )
                                                    
                                                    
                                                    (1,283,289
                                                    )Balances
      atSeptember
      30, 2009
                                                    
                                                    
                                                    21,249,267
                                                    
                                                    
                                                    $
                                                    2,125
                                                    
                                                    
                                                    $
                                                    2,998,921
                                                    
                                                    
                                                    $
                                                    (734,867
                                                    )
                                                    
                                                    $
                                                    (5,693,787
                                                    )
                                                    
                                                    $
                                                    (3,427,608
                                                    )
    F-5
  VIBE
RECORDS, INC. NEVADA
 (a
development stage company)
 Statements
of Cash Flows
 Years
ended September 30, 2009 and 2008 and
 Period
from January 13, 2003 (date of inception) through September 30,
2009
 
 (Unaudited)Period fromJanuary 13, 2003(date of inception)Year
      ended
                                                            
                                                            
                                                            Year
      ended
                                                            
                                                            
                                                            throughSeptember
      30,
                                                            
                                                            
                                                            September
      30,
                                                            
                                                            
                                                            September
      30,2009
                                                            
                                                            
                                                            2008
                                                            
                                                            
                                                            2009Cash
      Flows from Operating ActivitiesNet
      loss for the year
                                                            
                                                            $
                                                            (1,283,289
                                                            )
                                                            
                                                            $
                                                            (651,197
                                                            )
                                                            
                                                            $
                                                            (5,693,787
                                                            )Adjustments
      to reconcile net lossto
      net cash provided byoperating
      activitiesDepreciation
                                                            
                                                            
                                                            16,221
                                                            
                                                            
                                                            
                                                            11,730
                                                            
                                                            
                                                            
                                                            43,845Expenses
      paid with common stock
                                                            
                                                            
                                                            529,550
                                                            
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            529,550Increase
      (Decrease) inAccounts
      payable andother
      accrued expenses
                                                            
                                                            
                                                            188,825
                                                            
                                                            
                                                            
                                                            180,558
                                                            
                                                            
                                                            
                                                            368,970Accrued
      interest payable
                                                            
                                                            
                                                            217,312
                                                            
                                                            
                                                            
                                                            156,887
                                                            
                                                            
                                                            
                                                            850,874Net
      cash used in operating activities
                                                            
                                                            
                                                            (331,381
                                                            )
                                                            
                                                            
                                                            (302,022
                                                            )
                                                            
                                                            
                                                            (586,050
                                                            )Cash
      Flows from Investing ActivitiesCash
      advanced to affiliated parties
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            (86,366
                                                            )
                                                            
                                                            
                                                            (182,709
                                                            )Cash
      paid to acquire property and equipment
                                                            
                                                            
                                                            (37,893
                                                            )
                                                            
                                                            
                                                            (4,460
                                                            )
                                                            
                                                            
                                                            (96,937
                                                            )Net
      cash used in investing activities
                                                            
                                                            
                                                            (37,893
                                                            )
                                                            
                                                            
                                                            (88,826
                                                            )
                                                            
                                                            
                                                            (279,646
                                                            )Cash
      Flows from Financing ActivitiesIncrease
      (decrease) in bank overdraft
                                                            
                                                            
                                                            (417
                                                            )
                                                            
                                                            
                                                            417
                                                            
                                                            
                                                            
                                                            -Cash
      received on notes payableto
      banks and individuals
                                                            
                                                            
                                                            190,000
                                                            
                                                            
                                                            
                                                            5,185
                                                            
                                                            
                                                            
                                                            1,177,952Cash
      paid on notes payable tobanks
      and individuals
                                                            
                                                            
                                                            (102,908
                                                            )
                                                            
                                                            
                                                            (5,608
                                                            )
                                                            
                                                            
                                                            (114,898
                                                            )Cash
      received on notes and advancesfrom
      officers, directors and otherrelated
      parties
                                                            
                                                            
                                                            364,739
                                                            
                                                            
                                                            
                                                            879,386
                                                            
                                                            
                                                            
                                                            3,709,147Cash
      paid on notes and advances fromofficers,
      directors and other relatedparties
                                                            
                                                            
                                                            (58,331
                                                            )
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            (58,331
                                                            )Purchase
      of treasury stock
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            (500,000
                                                            )
                                                            
                                                            
                                                            (509,867
                                                            )Net
      cash provided by financing activities
                                                            
                                                            
                                                            393,083
                                                            
                                                            
                                                            
                                                            379,380
                                                            
                                                            
                                                            
                                                            4,204,003Increase
      in Cash
                                                            
                                                            
                                                            23,809
                                                            
                                                            
                                                            
                                                            (11,468
                                                            )
                                                            
                                                            
                                                            23,809Cash
      at beginning of period
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            11,468
                                                            
                                                            
                                                            
                                                            -Cash
      at end of period
                                                            
                                                            $
                                                            23,809
                                                            
                                                            
                                                            $
                                                            -
                                                            
                                                            
                                                            $
                                                            23,809Supplemental
      Disclosure of Interest and Income Taxes PaidInterest
      paid during the period
                                                            
                                                            $
                                                            34,599
                                                            
                                                            
                                                            $
                                                            54,239
                                                            
                                                            
                                                            $
                                                            166,992Income
      taxes paid during the period
                                                            
                                                            $
                                                            -
                                                            
                                                            
                                                            $
                                                            -
                                                            
                                                            
                                                            $
                                                            -Supplemental
      Disclosure of Non-Cash Investing and Financing ActivitiesAdvances
      to affiliated entities assigned torepay
      certain notes and advances fromshareholder,
      officer and director
                                                            
                                                            $
                                                            182,709
                                                            
                                                            
                                                            $
                                                            -
                                                            
                                                            
                                                            $
                                                            -Notes
      payable and accrued interest payableto
      individuals repaid by shareholder,officer
      and director
                                                            
                                                            $
                                                            341,792
                                                            
                                                            
                                                            $
                                                            -
                                                            
                                                            
                                                            $
                                                            -Acquisition of treasury stock with note
      payable
                                                            
                                                            $
                                                            -
                                                            
                                                            
                                                            $
                                                            225,000
                                                            
                                                            
                                                            $
                                                            -Common
      stock issued to settle notes payable
                                                            
                                                            $
                                                            -
                                                            
                                                            
                                                            $
                                                            -
                                                            
                                                            
                                                            $
                                                            1,600,000
 The
accompanying notes are an integral part of these financial
statements.
  F-6
  VIBE
RECORDS, INC. NEVADA
 (a
development stage company)
 Notes
to Financial Statements
 September
30, 2009 and 2008
 
 NOTE
A - Organization and Description of Business
 
 Vibe
Records, Inc. Nevada, (“we” “us” or the “Company”) was incorporated on January
17, 2003 under the laws of  the State of Nevada as Benacquista
Galleries, Inc.  On May 30, 2008, we entered into an Agreement and
Plan of  Merger (the “Merger Agreement”)  with Vibe Records,
Inc., a privately held Delaware corporation.  Pursuant to the terms of
the closing of the  Merger Agreement, Vibe  Records, Inc.
was  merged with and into the Company. In connection with the
closing  of the Merger Agreement, our name was changed from
Benacquista Galleries, Inc. to Vibe Records, Inc. Nevada.  This
transaction was accounted for as a reverse merger.
 
 The
acquisition of Vibe Records, Inc. (Vibe) by Benaquista Galleries, Inc.
(Benaquista) effected a change in control of Benaquista and is accounted for as
a “reverse acquisition” whereby Vibe is the accounting acquiror for financial
statement purposes.  Accordingly, for all periods subsequent to the
reverse merger transaction, the financial statements of the Company will reflect
the historical financial statements of Vibe from its inception and the
operations of Benaquista for all periods subsequent to the May 30, 2008
transaction date.
 
 The
Company conducts business as an artist and repertoire company as well as an
independent record label in the  music industry. We intend to
distribute recordings  made by our artists on a  national
basis, as  well  as operate  state-of-the-art
recording and production facilities.
 
 NOTE
B - Preparation of Financial Statements
 
 The
acquisition of Vibe Records, Inc. on May 30, 2008, by the Company effected a
change in control and was accounted for as a ”reverse acquisition” whereby Vibe
Records, Inc. was the accounting acquiror for financial statement
purposes.  Accordingly, the historical financial statements of the
Company are those of Vibe Records, Inc. from its inception.
 
 The
Company follows the accrual basis of accounting in accordance with accounting
principles generally accepted in the United States of America and has adopted a
year-end of September 30.
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those
estimates.
 
 Management
further acknowledges that it is solely responsible for adopting sound accounting
practices, establishing and maintaining a system of internal accounting control
and preventing and detecting fraud.  The Company’s system of internal
accounting control is designed to assure, among other items, that 1) recorded
transactions are valid; 2) valid transactions are recorded; and 3) transactions
are recorded in the proper period in a timely manner to produce financial
statements which present fairly the financial condition, results of operations
and cash flows of the Company for the respective periods being
presented.
 
 For
segment reporting purposes, the Company operated in only one industry segment
during the periods represented in the accompanying financial statements and
makes all operating decisions and allocates resources based on the best benefit
to the Company as a whole.
 
 NOTE
C - Going Concern Uncertainty
 
 As of
September 30, 2009, the Company has no revenue producing activities, limited
cash on hand, and significant debt related to the financing of its
operations.  Because of these factors, the Company’s auditors have
issued an audit opinion on the Company’s financial statements which includes a
statement describing our going concern status.  This means, in the
auditor’s opinion, substantial doubt about our ability to continue as a going
concern exists at the date of their opinion.
  F-7
  VIBE
RECORDS, INC. NEVADA
 (a
development stage company)
 Notes
to Financial Statements - Continued
 September
30, 2009 and 2008
  NOTE
C - Going Concern Uncertainty - Continued
 
 The
Company operates as an independent record label and a highly selective Artist
and Repertoire company that intends to distribute nationally recordings made by
its artists as well as operate state-of-the-art recording and production
facilities.
 
 After
selecting an artist, the Company intends to nurture each artist’s career through
teaching, encouraging and supervising the artist, while simultaneously searching
for and selecting suitable material, accompanists, side-men, producers and other
professionals to enhance that individual’s chances for success.  The
Company intends to attempt to secure exclusive standard industry recording
contracts for between three (3) to five (5) new artists per year.  The
ultimate success of this business plan will extensively rely upon the past
history and experience of the Company’s President and Chief Executive Officer in
the music industry.
 
 The
Company's continued existence is dependent upon its ability to generate
sufficient cash flows from operations to support its daily operations as well as
provide sufficient resources to retire existing liabilities and obligations on a
timely basis.  Further, the Company faces considerable risk in it’s
business plan.  If no additional operating capital is received during
the next twelve months, the Company will be forced to rely on existing cash in
the bank and additional funds loaned by management and/or significant
stockholders.
 
 The
Company remains dependent upon additional external sources of financing;
including being dependent upon its management and/or significant stockholders to
provide sufficient working capital in excess of the Company’s initial
capitalization to preserve the integrity of the corporate entity.
 
 The
Company anticipates offering future sales of equity
securities.  However, there is no assurance that the Company will be
able to obtain additional funding through the sales of additional equity
securities or, that such funding, if available, will be obtained on terms
favorable to or affordable by the Company.
 
 It is the
intent of management and significant stockholders to provide sufficient working
capital necessary to support and preserve the integrity of the corporate
entity.  However, no formal commitments or arrangements to advance or
loan funds to the Company or repay any such advances or loans
exist.  There is no legal obligation for either management or
significant stockholders to provide additional future funding.
 
 In such a
restricted cash flow scenario, the Company would be unable to complete its
business plan steps, and would, instead, delay all cash intensive
activities.  Without necessary cash flow, the Company may become
dormant during the next twelve months, or until such time as necessary funds
could be raised in the equity securities market.
 
 While the
Company is of the opinion that good faith estimates of the Company’s ability to
secure additional capital in the future to reach its goals have been made, there
is no guarantee that the Company will receive sufficient funding to sustain
operations or implement any future business plan steps.
  NOTE
D - Summary of Significant Accounting Policies
 
 1.
              Cash and cash
      equivalents
 
 For
Statement of Cash Flows purposes, the Company considers all cash on hand and in
banks, certificates of deposit and other highly-liquid investments with
maturities of three months or less, when purchased, to be cash and cash
equivalents.
 
 Cash
overdraft positions may occur from time to time due to the timing of making bank
deposits and releasing checks, in accordance with the Company's cash management
policies.
  F-8
  VIBE
RECORDS, INC. NEVADA
 (a
development stage company)
 Notes
to Financial Statements - Continued
 September
30, 2009 and 2008
 
 NOTE
D - Summary of Significant Accounting Policies - Continued
 
 2.
              Property and
      Equipment
 
 Property
and equipment were recorded at cost.  Depreciation was calculated on a
straight-line basis over the estimated useful lives of five
years.  Maintenance and repairs are charged to operations as
incurred.
 
 The
Company records impairment losses on long-lived assets used in operations when
events and circumstances indicate assets might be impaired and the undiscounted
cash flows estimated to be generated by those assets are less than their
carrying amounts. The amount of impairment loss recognized is the amount by
which the carrying amounts of the assets exceed the estimated fair
values.
 
 3.
              Research and
      Development
 
 Research
and development costs are expensed as incurred.
 
 4.
              Advertising
      costs
 
 Advertising
costs are expensed in the period incurred.  The Company had no
advertising expenses for the period ended September 30, 2009 and
2008.
 
 5.
              Income
      taxes
 
 The
Company files income tax returns in the United States of America and various
states, as appropriate and applicable.  As a result of the Company’s
bankruptcy action, the Company is no longer subject to U.S. federal, state and
local, as applicable, income tax examinations by regulatory taxing authorities
for any period prior to September 30, 2006.  The Company does not
anticipate any examinations of returns filed for periods ending after September
30, 2006.
 
 The
Company uses the asset and liability method of accounting for income
taxes.  At September 30, 2009 and 2008, respectively, the deferred tax
asset and deferred tax liability accounts, as recorded when material to the
financial statements, are entirely the result of temporary
differences.  Temporary differences generally represent differences in
the recognition of assets and liabilities for tax and financial reporting
purposes, primarily accumulated depreciation and amortization, allowance for
doubtful accounts and vacation accruals.
 
 The
Company has adopted the provisions required by the Income Taxes topic of the
FASB Accounting Standards Codification.  The Codification Topic
requires the recognition of potential liabilities as a result of management’s
acceptance of potentially uncertain positions for income tax treatment on a
“more-likely-than-not” probability of an assessment upon examination by a
respective taxing authority.  As a result of the implementation of
Codification’s Income Tax Topic, the Company did not incur any liability for
unrecognized tax benefits.
 
 6.
              Income (Loss) per
      share
 
 Basic
earnings (loss) per share is computed by dividing the net income (loss)
available to common stockholders by the weighted-average number of common shares
outstanding during the respective period presented in our accompanying financial
statements.
 
 Fully
diluted earnings (loss) per share is computed similar to basic income (loss) per
share except that the denominator is increased to include the number of common
stock equivalents (primarily outstanding options and warrants).
 
 Common
stock equivalents represent the dilutive effect of the assumed exercise of the
outstanding stock options and warrants, using the treasury stock method, at
either the beginning of the respective period presented or the date of issuance,
whichever is later, and only if the common stock equivalents are considered
dilutive based upon the Company’s net income (loss) position at the calculation
date.
  F-9
 
 VIBE
RECORDS, INC. NEVADA
 (a
development stage company)
 Notes
to Financial Statements - Continued
 September
30, 2009 and 2008
 
 NOTE
D - Summary of Significant Accounting Policies - Continued
 
 6.
              Income (Loss) per
      share - continued
 
 As of
September 30, 2009 and 2008, respectively, the Company does not have any
outstanding items which could be deemed to be dilutive.
 
 7.
              New and Pending
      Accounting Pronouncements
 
 The
Company is of the opinion that any and all pending accounting pronouncements,
either in the adoption phase or not yet required to be adopted, will not have a
significant impact on the Company's financial position or results of
operations.
 
 NOTE
E - Fair Value of Financial Instruments
 
 The
carrying amount of cash, accounts receivable, accounts payable and notes
payable, as applicable, approximates fair value due to the short term nature of
these items and/or the current interest rates payable in relation to current
market conditions.
 
 Interest
rate risk is the risk that the Company’s earnings are subject to fluctuations in
interest rates on either investments or on debt and is fully dependent upon the
volatility of these rates.  The Company does not use derivative
instruments to moderate its exposure to interest rate risk, if any.
 
 Financial
risk is the risk that the Company’s earnings are subject to fluctuations in
interest rates or foreign exchange rates and are fully dependent upon the
volatility of these rates.  The Company does not use derivative
instruments to moderate its exposure to financial risk, if any.
 
 NOTE
F - Concentrations of Credit Risk
 
 Financial
instruments, which potentially subject us to a concentration of risk, include
cash and accounts receivable.  All of our customers are based in the
United States at this time and we are not subject to exchange risk for accounts
receivable.
 
 The
Company maintains its cash in domestic financial institutions subject to
insurance coverage issued by the Federal Deposit Insurance Corporation
(FDIC).  Under FDIC rules, the Company is entitled to aggregate
coverage as defined by Federal regulation per account type per separate legal
entity per financial institution.  During the years ended September
30, 2009 and 2008, and subsequent thereto, respectively, the Company, from
time-to-time, had deposits in a financial institution with credit risk exposures
in excess of statutory FDIC coverage.  The Company has incurred no
losses as a result of any unsecured credit risk exposures.
 
 NOTE
G - Property and Equipment
 
 Property
and equipment consists of the following at September 30, 2009 and 2008,
respectively:
 
 September
      30,
                    
                    
                    September
      30,
                    
                    Estimated2009
                    
                    
                    2008
                    
                    useful lifeRecording
      and computer equipment
                    
                    $
                    54,523
                    
                    
                    $
                    20,523
                    
                    5
      yearsFurniture
      and fixtures
                    
                    
                    12,161
                    
                    
                    
                    8,268
                    
                    5
      yearsAutomobile
                    
                    
                    30,253
                    
                    
                    
                    30,253
                    
                    5
      years96,937
                    
                    
                    
                    59,044Less:
      Accumulated Depreciation
                    
                    
                    (43,845
                    )
                    
                    
                    (27,624
                    )Net
      property and equipment
                    
                    $
                    53,092
                    
                    
                    $
                    31,420
  F-10
  VIBE
RECORDS, INC. NEVADA
 (a
development stage company)
 Notes
to Financial Statements - Continued
 September
30, 2009 and 2008
 
 NOTE
G - Property and Equipment - Continued
 
 Depreciation
expense for each of the years ended September 30, 2009 and 2008 was
approximately $16,281 and $11,730 respectively.
 
 NOTE
H - Master Recordings
 
 In
previous years, the Company acquired the rights to use the Vibe Records, Inc.
trademark license, master recordings and its name.  The Company
purchased these rights by issuing stock effect the initial capitalization of the
privately-owned company, Vibe Records, Inc.  Management has provided a
100% valuation allowance in regard to this asset.
 
 NOTE
I - Loans Payable to a Bank and Individuals
 
 The
Company maintains a working capital line of credit for $600,000 with Wachovia
Bank.  Interest is paid monthly at the bank’s prime
rate.  The note is 100% secured by marketable securities of a
shareholder.  The balance outstanding at September 30, 2009 and 2008
were approximately $599,847 and $599,921, respectively.
 
 The
Company has a $20,000 bank overdraft line of credit with Wachovia
Bank.  Interest is payable monthly at approximately
11.24%.  The balance outstanding at September 30, 2009 and 2008 was
approximately $17,929 and $20,105, respectively.  This note is
unsecured.
 
 The
Company has a $30,253 term note payable secured by an
automobile.  Principal and interest is payable monthly in installments
of approximately $694 and the note matures in March 2011.  The balance
outstanding at September 30, 2009 and 2008, respectively was approximately
$12,605 and $18,263.
 
 The
Company has notes payable to various individuals (3 at September 30, 2009 and 7
at September 30, 2008) aggregating approximately $100,000 and $210,000 at
September 30, 2009 and 2008, respectively.  These notes are
convertible into shares of the Company’s common stock at an agreed-upon price of
$1.25 per share for a for a period of thirty (30) business days following
effectiveness of any registration statement filed by the Company.  In
addition, the notes were collateralized by a Pledge Agreement issued by the
Company’s President for shares of Company common stock owned by the Company’s
President.  On September 30, 2009, 7 separate noteholders agreed to
accept stock owned by the Company’s President in satisfaction of an aggregate
$210,000 in debt and approximately $131,793 in accrued interest in settlement of
the debt outstanding.  The remaining 3 notes, which originated during
Fiscal 2009, bear interest at 10% per annum and mature in one year.
 
 NOTE
J - Notes and Advances Payable to Officers and Stockholders
 
 The
Company has been advanced various sums by various corporate officers and other
Company stockholders, including members of the Company’s Board of Directors
aggregating approximately $1,686,077 and $1,562,378.  These notes are
secured in part by 30% of the issued and outstanding stock of the Company owned
by the Company’s President.  They bear interest at 10% and are due
upon demand.
 
 (Remainder
of this page left blank intentionally)
  F-11
  VIBE
RECORDS, INC. NEVADA
 (a
development stage company)
 Notes
to Financial Statements - Continued
 September
30, 2009 and 2008
 
 NOTE
K - Income Taxes
 
 The
components of income tax (benefit) expense for each of the years ended September
30, 2009 and 2008, respectively, are as follows:
 
 Year
      ended
                    
                    
                    Year
      endedSeptember
      30,
                    
                    
                    September
      30,2009
                    
                    
                    2008Federal:Current
                    
                    $
                    -
                    
                    
                    $
                    -Deferred
                    
                    
                    -
                    
                    
                    
                    --
                    
                    
                    
                    -State:Current
                    
                    
                    -
                    
                    
                    
                    -Deferred
                    
                    
                    -
                    
                    
                    
                    --
                    
                    
                    
                    -Total
                    
                    $
                    -
                    
                    
                    $
                    -
 
 The
Company has a cumulative net operating loss carryforward of approximately
$4,200,000 as of September 30, 2009 to offset future taxable
income.  Subject to current regulations, components of this cumulative
carryforward will begin to expire at the end of each fiscal year starting in
2023.  The amount and availability of the net operating loss
carryforwards may be subject to limitations set forth by the Internal Revenue
Code. Factors such as the number of shares ultimately issued within a three year
look-back period; whether there is a deemed more than 50 percent change in
control; the applicable long-term tax exempt bond rate; continuity of historical
business; and subsequent income of the Company all enter into the annual
computation of allowable annual utilization of the carryforwards.
 
 The
Company's income tax expense (benefit) for the years ended September 30, 2009
and 2008, respectively, differed from the statutory federal rate of 34 percent
as follows:
 
 Year
      ended
                    
                    
                    Year
      endedSeptember
      30,
                    
                    
                    September
      30,2009
                    
                    
                    2008Statutory
      rate applied to loss before income taxes
                    
                    $
                    (436,000
                    )
                    
                    $
                    (221,000
                    )Increase
      (decrease) in income taxes resulting from:State
      income taxes
                    
                    
                    -
                    
                    
                    
                    -Other,
      including reserve for deferred tax asset
                    
                    
                    436,000
                    
                    
                    
                    221,000Income
      tax expense
                    
                    $
                    -
                    
                    
                    $
                    -
 
 Temporary
differences due to statutory requirements in the recognition of assets and
liabilities for tax and financial reporting purposes, generally including such
items as organizational costs, accumulated depreciation and amortization,
allowance for doubtful accounts, organizational and start-up costs and vacation
accruals.  These differences give rise to the financial statement
carrying amounts and tax bases of assets and liabilities causing either deferred
tax assets or liabilities, as necessary, as of September 30, 2009 and 2008,
respectively:
 
 September
      30,
                    
                    
                    September
      30,2009
                    
                    
                    2008Deferred
      tax assetsNet
      operating loss carryforwards
                    
                    $
                    1,428,000
                    
                    
                    $
                    992,000Less
      valuation allowance
                    
                    
                    (1,428,000
                    )
                    
                    
                    (992,000
                    )Net
      Deferred Tax Asset
                    
                    $
                    -
                    
                    
                    $
                    -
 
 During
the years ended September 30, 2009 and 2008, respectively, the valuation
allowance for the deferred tax asset increased by approximately $436,000 and
$221,000.
  F-12
  VIBE
RECORDS, INC. NEVADA
 (a
development stage company)
 Notes
to Financial Statements - Continued
 September
30, 2009 and 2008
 
 NOTE
L - Preferred Stock
 
 On
January 19, 2009, our Board of Directors approved the issuance of up to
50,000,000 shares of $0.001 par value Preferred Stock and authorized the
issuance of two separate series.
 
 On or
about January 23, 2009, we filed a Certificate of Designation, Preferences and
Rights of Series A Convertible Preferred Stock (the “Series A Preferred Stock”)
and a Certificate of Designation, Preferences and Rights of Series B Convertible
Preferred Stock (“the Series B Preferred Stock”) (together the “Certificates
of  Designation”) with the  Secretary of State of
Nevada.  Pursuant to the Certificates of Designation, we authorized
200,000 shares of our preferred stock to be designated the Series A
Preferred  Stock and 200,000 shares of our preferred stock to be
designated the Series B Preferred Stock.
 
 Series A Preferred
Stock
 
 The
holders of the Series A Preferred Stock may, in their sole discretion, convert
each share of Series A Preferred Stock into 4,000 shares of our common stock at
any time following the date of issuance of the Series A Preferred
Stock.  Adjustments in the conversion ratio will be made in the event
of a stock dividend, stock split, reclassification, reorganization,
consolidation or merger in a manner which will provide the preferred holders,
upon full conversion into common stock, with the same percentage ownership of
the Company that existed immediately prior to such
action.  The  Series A Preferred Stock has the same voting
rights as our common stock, on an as-converted basis, with the Series A
preferred holders having one vote for each share of common stock into which
their Series A Preferred Stock is convertible.  The holders of the
Series A preferred stock have a liquidation preference over our common stock of
up to one hundred dollars ($100) per Series A share held.  The Company
will not pay a dividend on the shares of Series A Preferred Stock.
 
 As of
September 30, 2009, there are no shares of the Series A Preferred Stock issued
and outstanding.
 
 Series B Preferred
Stock
 
 The
holders of the Series B Preferred Stock may, in their discretion, convert each
share of Series B Preferred stock into 4,000 shares of our common stock at any
time following the date of issuance of the Series B Preferred
Stock.  Adjustments in the conversion ratio will be  made in
the event of a stock dividend, stock split, reclassification, reorganization,
consolidation or merger in a manner which will provide the preferred holders,
upon full conversion into common stock, with the same percentage ownership of
the Company that existed immediately prior to such action.  The Series
B Preferred Stock does not have voting rights on matters presented to our common
stockholders, for a vote.  The Series B Preferred Stock and has an
equal liquidation right with any shares of our Series A Preferred Stock then
outstanding.  We will not pay a dividend on the shares of Series B
Preferred Stock.
 
 As of
September 30, 2009, there were no shares of the Series B Preferred Stock issued
and outstanding.
 
 NOTE
M - Common Stock Transactions
 
 On May
30, 2008, in connection with the Vibe-Benaquista merger 100% of the outstanding
shares of Vibe Records, Inc. were exchanged for 13,489,201 shares of Benaquista
common stock.
 
 On May
30, 2008, the Company purchased 396,940 of its common stock from James Price for
a price of $725,000.
 
 On
February 27, 2009, the Company issued 4,000,000 shares to an individual in
settlement of $40,000 out of a $45,000 note payable.  As of April 1,
2009, the Company issued an additional 1,000,000 shares of its common stock to
settle the remaining $5,000 of the $45,000 note payable.
 
 In June
2009, the Company issued 605,000 shares of its common stock to its officer and
directors.  The Company charged approximately $169,400 to operations
related to this issuance.
  F-13
  VIBE
RECORDS, INC. NEVADA
 (a
development stage company)
 Notes
to Financial Statements - Continued
 September
30, 2009 and 2008
 
 NOTE
M - Common Stock Transactions - Continued
 
 In June
2009, the Company issued 460,000 shares of its common stock to various
consultants.  The Company charged approximately $141,150 to operations
related to these issuances.
 
 In June
2009, the Company issued 150,000 shares of its common stock for legal
services.  The Company charged approximately $42,000 to operations
related to this issuance.
 
 In July
2009, the Company issued 90,000 shares of its common stock to its officer and
directors.  The Company charged approximately $27,000 to operations
related to this issuance.
 
 In July
2009, the Company issued 150,000 shares of its common stock to various
consultants.  The Company charged approximately $45,000 to operations
related to these issuances.
 
 In July
2009, the Company issued 200,000 shares of its common stock for legal
services.  The Company charged approximately $60,000 to operations
related to this issuance.
 
 In July
2009, the Company issued 30,000 shares of its common stock as compensation for
raising capital.  The Company charged approximately $9,000 as a
reduction of additional paid-in capital related to this issuance.
 
 NOTE
N - Legal Proceedings
 
 As of
September 30, 2009, all previously disclosed legal matters have been settled
with no material impact on the financial position or cash position of the
Company.
 
 NOTE
O - Commitments and Contingencies
 
 Leases
 
 The
Company entered into both month-to-month and long-term lease agreements for
office space.  The long-term lease agreement expires in Fiscal
2012.  The leases require aggregate monthly payments of approximately
$7,000.  Future minimum lease payments on the long-term lease
agreement are as follows:
 
 Year
      endingSeptember 30,
                    
                    Amounts2012
                    
                    $
                    42,0002013
                    
                    
                    42,0002014
                    
                    
                    42,000Totals
                    
                    $
                    126,000
 Employment
Agreement
 
 On
January 16, 2009, we entered into an employment agreement with Mr. Timothy
Olphie (the “Olphie Employment Agreement”) that has an initial term of three (3)
years.  Under the Olphie Employment Agreement, Mr. Olphie will
continue to serve as our CEO, President and a member of our Board of
Directors.  Mr. Olphie will receive a base salary of $75,000 per year,
and will be entitled to an annual discretionary bonus.  The amount of
Mr. Olphie’s bonus will be determined by our Board of Directors, and will be
based upon the achievement of certain milestones as determined by the Board of
Directors.   As of September 30, 2009, the Company has accrued
approximately $56,250 payable under this employment agreement.
  F-14
  VIBE
RECORDS, INC. NEVADA
 (a
development stage company)
 Notes
to Financial Statements - Continued
 September
30, 2009 and 2008
 
 NOTE
P - Subsequent Events
 
 Management
has evaluated all activity of the Company through January 13, 2010 (the issue
date of the financial statements) and concluded that no subsequent events have
occurred that would require recognition in the financial statements or
disclosure in the notes to financial statements.
  F-15





SIGNATURES





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





VIBE
      RECORDS, INC. NEVADABy:
              /s/ 
      Timothy J. OlphieTimothy
      J. Olphie
                Chief
      Executive Officer, President and Chief Financial
                Officer





Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed by the following persons on behalf of the Registrant and in the
capacities on the date(s) indicated.




Name
                    
                    Title
                    
                    Date/s/ 
      Timothy J. Olphie
                    
                    Chief
      Executive Officer,
                    
                    January
      13, 2010President,
      Chairman of the
                      Board,
      Director, Secretary and
                      Chief
      Financial Officer/s/
      Michael L. Tyler
                    
                    Director
                    
                    January
      13, 2010/s/
      Robert S. McCoy, Jr.
                    
                    Director
                    
                    January
      13, 2010





26