U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-K
(Mark One)
[X] Annual report under Section 13 or 15 (d) of the Securities Exchange
    Act of 1934

                   For the fiscal year ended December 31, 2009

[ ] Transition report under Section 13 or 15 (d) of the Securities Exchange Act
    of 1934

          For the transition period from _____________ to _____________

                        Commission file number 333-144982

                             MASTERBEAT CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

            Delaware                                             26-0252191
(State or other jurisdiction of                                (IRS Employer
 Incorporation or Organization)                              Identification No.)

222 East 31st Street - Main Level, New York, New York              10016
       (Address of Principal Executive Office)                   (Zip Code)

                                 (212) 532-1813
              (Registrant's Telephone Number, Including Area Code)

              (Former name, former address and former fiscal year,
                          if changed since last report)

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

              Securities registered under Section 12(g) of the Act:

                     Common Stock par value $.001 per share

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 Act. Yes [ ] No [X]

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. 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. [ ]

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
definition  of "large  accelerated  filer,"  "accelerated  filer," and  "smaller
reporting company" in Rule 12b-2 of the Exchange Act. Check one:

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 Act) Yes [ ] No [X]

At the last  business day of the  Registrant's  most recently  completed  second
quarter  (June 30, 2009),  there was no active  trading  market in  Registrant's
Stock and therefore no market value has been computed.

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest  practicable date:  10,408,815 shares of Common Stock as
of April 19, 2010.
<PAGE>
                                TABLE OF CONTENTS

PART I

Item 1.     Business                                                           3

Item 1A.    Risk Factors                                                       7

Item 1B.    Unresolved Staff Comments                                         12

Item 2.     Properties                                                        12

Item 3.     Legal Proceedings                                                 12

Item 4.     RESERVED                                                          12

PART II

Item 5.     Market for Registrant's Common Equity and Related Stockholder
            Matters                                                           12

Item 6.     Selected Financial Data                                           13

Item 7.     Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                         13

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk        21

Item 8.     Financial Statements and Supplementary Data                       21

Item 9.     Changes in and Disagreements With Accountants on Accounting
            and Financial Disclosure                                          21

Item 9A(T). Controls and Procedures                                           22

PART III

Item 10.    Directors and Executive of the Registrant                         23

Item 11.    Executive Compensation                                            26

Item 12.    Security Ownership of Certain Beneficial Owners and Management    27

Item 13.    Certain Relationships and Related Transactions                    27

Item 14.    Principal Accounting Fees and Services                            28

PART IV

Item 15.    Exhibits, Financial Statement Schedules                           28

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FORWARD LOOKING STATEMENTS

This Annual  Report  contains  forward-looking  statements  about our  business,
financial condition and prospects that reflect our management's  assumptions and
beliefs based on information currently available.  We can give no assurance that
the expectations indicated by such forward-looking  statements will be realized.
If any of our  assumptions  should prove  incorrect,  or if any of the risks and
uncertainties  underlying  such  expectations  should  materialize,  our  actual
results  may differ  materially  from  those  indicated  by the  forward-looking
statements.

The key  factors  that are not  within  our  control  and that may have a direct
bearing on operating results include,  but are not limited to, acceptance of our
services, our ability to expand our customer base, management's ability to raise
capital  in the  future,  the  retention  of key  employees  and  changes in the
regulation of our industry.

There may be other  risks and  circumstances  that  management  may be unable to
predict.  When  used in this  report,  words  such  as,  "believes,"  "expects,"
"intends,"  "plans,"  "anticipates,"  "estimates"  and similar  expressions  are
intended to identify and qualify forward-looking statements,  although there may
be certain forward-looking statements not accompanied by such expressions.

                                     PART I

ITEM 1. BUSINESS

The Company was incorporated  under the laws of the State of Delaware on May 17,
2007 as Green Mountain Recovery, Inc.

On December 29, 2009 we acquired 100% of the membership interests in Masterbeat,
LLC  (Masterbeat)  in exchange for the  issuance of  8,500,000  shares of common
stock of the Company.  This Share  Exchange  resulted in  MASTERBEAT  becoming a
wholly-owned subsidiary of the Registrant.

The Registrant intends to carries on the business of its wholly owned subsidiary
MASTERBEAT through its operating units Masterbeat.com;  posterprintship.com; and
circuitticket.com  as its sole  line of  business.  Masterbeat.com  is an online
digital  music  store  offering  millions  of tracks  for legal  paid  download.
Specializing in dance music,  the website features  hard-to-obtain  remixes from
the major record labels  (Universal  Music Group,  SONY BMG, Warner Music Group,
and EMI) as well as music  from  thousands  of  independent  labels,  worldwide.
Masterbeat.com  also  produces  large scale dance  events  under its "powered by
Masterbeat.com" name.  Posterprintship.com is a quick-turnaround online printing
store  and   circuitticket.com   is  an  automated   ticketing   site,   and  an
event-planning concern.

ACCOUNTING TREATMENT; CHANGE OF CONTROL

The former Members of MASTERBEAT  acquired a majority of issued and  outstanding
common stock.  Therefore  although  Masterbeat became a wholly owned subsidiary,
the  transaction  was  accounted  for as a  recapitalization  of Green  Mountain
Recovery Inc. Green Mountain is deemed to be the accounting acquirer. We changed
our name to Masterbeat Corporation on December 30, 2009.

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DESCRIPTION OF OUR BUSINESS

MASTERBEAT is a digital music company.  Though its website  Masterbeat.com,  the
Company makes dance music, remixes and electronica available to consumers on the
website.

The  Company's  signature web site is a digital  music  download  store with the
domain name  www.Masterbeat.com.  The store provides  customers around the world
with  24-7  access  to  the  highest  quality  digital  music  files  available.
Presently,  the site  differentiates  itself from the competition by focusing on
dance music, a powerful  vertical  market with a loyal consumer  following.  The
Company has  professional  relationships  with all four major record labels,  as
well as thousands of independent labels. Masterbeat has over 4 million songs for
sale,  and is currently the only digital  service  provider to carry  "lossless"
(uncompressed,  CD quality)  files from Warner Music Group and  Universal  Music
Group.

MASTERBEAT  produces  several  large scale dance  events  branded as "powered by
Masterbeat.com",  further  promoting  recognition  and  loyalty  while  creating
additional  revenue  streams  for the  company.  MASTERBEAT'S  largest  and most
popular event is produced annually in Los Angeles for New Year's Eve. Now in its
tenth year, the event features  international  superstar DJ's,  performances and
concerts by live artists and had a global audience of over 5,000 at its December
31, 2008 event.  Future events will be netcasted  and/or  broadcasted to further
monetize these projects.

An  off-shoot  of  MASTERBEAT'S  event  marketing,  www.posterprintshop.com  was
conceived to reduce  overhead  for company  dance events by printing all signage
and printed materials in-house.  However, the site appealed to outside consumers
desirous of quick turnaround times, a simple user interface and experience,  and
a courteous and responsive customer service department.

In order to reduce ticket fees and surcharges for its events, MASTERBEAT created
www.circuiticket.com,  a full  service  ticketing  site  capable of  sequencing,
tracking, printing, and delivering high quality ticket stubs for a wide array of
events, parties, festivals, concerts and other gatherings.

Both printship.com and  circuitticket.com are available to and utilized by third
parties.

MARKET FOR PRODUCTS

In the past, the recorded music market has consisted of albums and single tracks
recordings  distributed  in traditional  formats and sold in record stores.  The
early 21st  century  ushered in  licensed  digital  distribution  services  that
provide  electronic  files for use on computers,  mp3 players,  and cell phones.
Global spending on recorded music is estimated to be  approximately  $30 Billion
annually. Consumer demand for music is higher than ever. Total music consumption
in the US rose by one third between 2003 and 2007 and Nielsen Soundscan reported
overall  sales at an all-time  high in the US in 2008.  Single  track  downloads
(Masterbeat.com's  specialty)  were up 24 percent in 2008 to 1.4  billion  units
globally and continue to drive the online market.

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Masterbeat.com  has  formed  partnerships  across  the music  industry  to drive
traffic  to the site from  various  sources.  Alliances  with  local,  national,
internet  and  satellite  radio  stations  allow us to post weekly  `charts' and
playlists of top hits along with  offerings  from popular DJ's.  These  partners
drive  traffic to the site as  customers  seek to  purchase  the latest and most
popular tracks. Goom Radio has expressed its intention to choose  Masterbeat.com
to be its  fulfillment  partner  in  2010  and  this  affiliation  should  drive
additional traffic to the Company's site for music purchase.

Masterbeat.com  has also joined with LinkShare,  the world's  largest  affiliate
program,  to drive traffic to the site with banner and text links.  A commission
is  paid  to  affiliates  who  refer  new  and  paying  customers  to the  site.
Masterbeat.com  also  developed  its own affiliate  network and revenue  sharing
platform as a competitive alternative to LinkShare.

Growth in digital  distribution  and mobile  music  will drive  spending  in the
recorded  music  market,  offsetting  further  declines  in spending on physical
formats. Digital distribution will be driven by rising broadband subscribership,
the  launch  of new  services,  content  availability  and  attractive  pricing.
Physical   formats  will  face  growing   competition   from  licensed   digital
distribution.

Digital  distribution is enabling the possibility that virtually any track could
become  available  as a single  available  for  licensed  download  where only a
fraction of songs are available as a single in physical format. As a result, the
digital market enjoys a competitive  advantage over the physical  market because
it provides  greater  access to songs and serves  that market more  efficiently.
Moreover,  digital's price point is far more attractive than the price point for
physical  delivery and still leaves room for price  increases on digital product
while  maintaining  a  substantial  advantage  compared with prices for physical
product.

DOWNLOAD MANAGER

Masterbeat.com's  new  cross-platform  (Windows & Mac) "download manager" allows
one click downloads of all customer purchases on Masterbeat.com to a location of
the  user's  choice,  and  automatic  adding to iTunes or Windows  Media  Player
libraries.

CUSTOMIZABLE PLAYER

A fully  customizable  player  widget can be embedded on any web site  including
MySpace,  Facebook and the various other social networking sites. The player can
be easily rebranded,  features a moving ticker and rotating  advertising  panels
(all customizable by partner).  The widget can feature from 10 - 100 tracks with
preview  ability.  The  player can be  further  customized  and shared by users,
spreading  across  the  web  virally.  The  widget  can  also be  linked  to any
Masterbeat.com affiliate account to earn revenue for the partner and our site.

CUSTOMERS

The market for  customers  of  Masterbeat.com  can be divided  into four primary
segments:

EXISTING CUSTOMER BASE:  Masterbeat.com  currently  benefits from an established
base of over 100,000 customers.  This existing base of customers has grown since
the  start of  MASTERBEAT  in 1996 and  consists  of people  who have  purchased
MASTERBEAT  CD's  and  attended   MASTERBEAT   events.   Masterbeat.com   has  a
comprehensive  mailing  and email  database  of these  customers  and is able to
market to them directly, with permission.

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<PAGE>
FITNESS  PROFESSIONALS:  Another  important  segment for dance  music,  and thus
Masterbeat.com,  is the  fitness  professional.  Fitness  professionals  include
spinning   instructors,   personal   trainers,   health  clubs,   etc.   Fitness
professionals  have proven to be a loyal customer of the traditional  MASTERBEAT
CD series.

DANCE  ENTHUSIASTS:  This is the  largest  segment of  potential  customers  for
Masterbeat.com.  This segment consists of general  consumers,  from all walks of
life,  all around the globe,  that enjoy the dance genre as one of their primary
music listening choices. Just like "Pop", "Rap", and "Top 40"; the "Dance" genre
enjoys a large  dedicated  fan base that  listens to dance  radio  stations  and
purchases dance-oriented music on a regular basis.

MAINSTREAM  MUSIC  CONSUMER:  This  segment  consists of the millions of general
music consumers  around the world that purchase all formats and genres of music.
We expect to receive a fair  percentage  of  customers  from this  segment as we
become the leader in the dance music niche.

COMPETITION

There is very strong  competition in the music industry for the consumer dollar.
Consumers have varied tastes and interests in music, usually preferring only one
or two genres of music and favoring a certain medium and channel to obtain their
music.  The  Internet is  dramatically  changing  the way the  general  consumer
purchases their music, as more and more look online. Brand recognition,  ease of
use and accessibility are key to earning the consumer's business and keeping it.
Like many industries,  it is possible for niche players to thrive in an industry
dominated  by a few key  companies.  While sites such as iTunes may  continue to
dominate the market for the general  music  consumer,  a specialty  site such as
Masterbeat.com  can thrive and be  extremely  profitable  catering  to a special
audience and providing exclusive tracks and services not available elsewhere.

THE FOLLOWING ARE THE COMPANY'S PRESENT MAJOR COMPETITORS.

THE ITUNES  MUSIC STORE is a US-based  online  digital  media store  operated by
Apple Inc.  Opening on April 28, 2003, it is now is the number-one  music vendor
in the United States and has sold several billion downloads since its inception.

AMAZON MP3 is a digital music store owned and operated by amazon.com. At launch,
Amazon  offered  "over 2 million  songs from more than 180,000  artists and over
20,000  labels,  including  EMI Music and Universal  Music Group",  to customers
located in the United States only. In December 2007 Warner Music Group announced
that it would offer its  catalogue on Amazon MP3 and in January  2008,  SONY BMG
followed suit. The current catalogue is 9.6 million songs.

NAPSTER,  INC.  is an online  music  store  offering a variety of  purchase  and
subscription  models.  The  service  currently  has a  music  catalogue  of over
8,000,000 songs, making it one of the largest online music stores.

RHAPSODY an online music store run by RealNetworks and available in the US only.
Launched  in  December  2001,  Rhapsody  was the first  music  service  to offer
streaming on-demand access to a large library of digital music.  Rhapsody boasts
a catalogue of 5,000,000 songs.

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<PAGE>
7DIGITAL a  privately-held  digital media  delivery  company based in the United
Kingdom,  offering  downloadable  music, video and movies to customers primarily
within major European markets.

BEATPORT  a US-based  online  music  store  located  in  Denver,  Colorado  that
specializes  in  electronic,  dance and remixed  music.  Similar to  Masterbeat,
Beatport  offers new releases,  classic and exclusive  tracks,  all of which are
categorized by genre, such as house, trance, and techno music. Beatport does not
sell content from any of the major record labels.

EMPLOYEES

As of April 9, 2010 we had a total of three full time employees.

ITEM 1A. RISK FACTORS

AN INVESTMENT IN OUR COMMON STOCK IS  SPECULATIVE  AND INVOLVES A HIGH DEGREE OF
RISK. YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS IN EVALUATING OUR
BUSINESS BEFORE PURCHASING ANY OF OUR SHARES OF COMMON STOCK. NO PURCHASE OF OUR
COMMON  STOCK  SHOULD BE MADE BY ANY PERSON WHO IS NOT IN A POSITION TO LOSE THE
ENTIRE  AMOUNT OF HIS  INVESTMENT.  THE ORDER OF THE  FOLLOWING  RISK FACTORS IS
PRESENTED ARBITRARILY. YOU SHOULD NOT CONCLUDE THE SIGNIFICANCE OF A RISK FACTOR
BECAUSE OF THE ORDER OF  PRESENTATION.  OUR  BUSINESS  AND  OPERATIONS  COULD BE
SERIOUSLY HARMED AS A RESULT OF THESE RISKS.

WE HAVE A LIMITED  OPERATING  HISTORY WHICH LIMITS THE INFORMATION  AVAILABLE TO
YOU TO EVALUATE OUR BUSINESS.

There is a limited  operating and financial  information to evaluate  historical
performance  and the Company's  future  prospects.  Following the closing of the
Merger,  we face the risks and difficulties of an early-stage  company including
the uncertainties of market acceptance,  competition,  cost increases and delays
in achieving  business  objectives.  There can be no assurance  that the Company
will  succeed in  addressing  any or all of these risks or that it will  achieve
future  profitability  and the  failure to do so would  have a material  adverse
effect on the Company's business, financial condition and operating results.

A GENERAL  ECONOMIC  DOWNTURN  COULD  RESULT IN  CUSTOMERS  NOT  PURCHASING  OUR
SERVICES.

Any decline in the general  economy or concern  about an imminent  decline could
delay  decisions by  prospective  customers to make initial  evaluations  of, or
investments,  in the Company and its  products.  Any  reduction  of or delays in
expenditures could harm our business.

BECAUSE MASTERBEAT BECAME PUBLIC BY MEANS OF A "REVERSE MERGER" TRANSACTION, THE
COMPANY MAY NOT BE ABLE TO ATTRACT THE ATTENTION OF MAJOR BROKERAGE FIRMS.

There  may be risks  associated  with  MASTERBEAT'S  becoming  public  through a
reverse merger transaction. Specifically, securities analysts of major brokerage
firms may not provide  coverage of the Company  since there is no  incentive  to
brokerage  firms to recommend  the purchase of the Company's  common  stock.  No

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assurance can be given that brokerage firms will, in the future, want to conduct
any secondary offerings on behalf of the Company.

WE HAVE A LARGE NUMBER OF AUTHORIZED BUT UNISSUED COMMON STOCK.

Our Articles of  Incorporation  authorize the issuance of  80,000,000  shares of
common  stock and  20,000,000  shares of  preferred  stock.  We  presently  have
10,408,815 shares of common stock issued and outstanding. Our Board of Directors
has the power to issue any or all of such additional shares without  stockholder
approval.  We may issue  shares for the purpose of raising  additional  capital.
Potential investors should be aware that any such stock issuance may result in a
reduction  of the book  value or market  price of our  common  stock of the then
outstanding  shares.  Furthermore,  if we issue additional shares, such issuance
will  reduce  the  proportionate   ownership  and  voting  power  of  the  other
stockholders,  and any new  issuance  of  shares  may  result in a change of our
control.

RESALE OF OUR SHARES MAY BE DIFFICULT  BECAUSE THERE IS A LIMITED MARKET FOR OUR
SHARES. THIS MAY REDUCE OR LIMIT THE POTENTIAL VALUE OF OUR SHARES.

There is presently a limited public market for our shares of common stock and no
assurance that such a public market will continue in the future; that it will be
maintained  or  that  it  will  be  sufficiently   active  or  liquid  to  allow
stockholders to easily dispose of their shares. The existence of a public market
with  little  or no  activity  or  liquidity  is  likely  to reduce or limit the
potential value of our shares.

COMPETITION MAY ADVERSELY IMPACT OUR FINANCIAL RESULTS.

The  Company  faces  significant  competition  from  companies  such  as  Apple,
Amazon.com  Napster.com,  and  Rhapsody.com  which offer  substantially  similar
products  and  services  which are  better  capitalized  and have  greater  name
recognition.  We expect our  competitors  will continue to leverage  significant
financial resources to facilitate further growth.

TECHNOLOGY AND SERVICE LIMITATIONS MAY IMPACT REVENUES.

While the Company  employs  leading  edge  technology  and is  committed  to the
continual  development  and  deployment  of new  and  improved  technology,  the
inability to respond  quickly,  to meet changing  consumer demands or expand our
user base could result in significant reduction in our business operation.

CONTROL BY MANAGEMENT.

Management  currently  owns a majority of the Company's  issued and  outstanding
shares of common  stock.  The  Company's  Management  will  continue  to be in a
position  to elect all or a majority  of the  Company's  directors,  appoint its
officers, and control the Company's affairs and operations.

DEPENDENCE ON MANAGEMENT.

The Company's  future success will be  significantly  dependent on the Company's
management team. The Company's success will be particularly dependent upon Brett
Henrichsen the Company's Chief Executive Officer. The Company does not presently
have key man life insurance for Mr.  Henrichsen and his loss would likely have a

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materially  adverse  effect on our business.  The Company will attempt to obtain
key man insurance for Mr.  Henrichsen  but there is no guarantee that we will be
able to obtain same or if we can obtain same that it will be at favorable rates.

NO DIVIDENDS.

The Company has not paid any dividends to date. For the foreseeable future it is
anticipated that earnings  generated from operations of the Company will be used
to finance the growth of the Company.  Therefore,  it is not expected  that cash
dividends will be paid to stockholders in the near future.

PENNY STOCK RULES: POSSIBLE INABILITY TO SELL IN THE SECONDARY MARKET.

Rule 3a51-1 of the  Exchange Act defines a "penny  stock" as an equity  security
that is not, among other things: a) a reported security (i.e., listed on certain
national  securities  exchanges);  b) a  security  registered  or  approved  for
registration  and traded on a national  securities  exchange  that meets certain
guidelines,  where the trade is effected through the facilities of that national
exchange;  c) a security listed on NASDAQ; d) a security of an issuer that meets
certain minimum financial requirements, i.e., "net tangible assets" in excess of
$2,000,000  (if the issuer has been  continuously  operating for less than three
years) or  $5,000,000  (if the issuer has been  continuously  operating for more
than three  years),  or "average  revenue" of at least  $6,000,000  for the last
three years);  or e) a security with a price of at least $5.00 per share for the
transaction  in question or that has a bid quotation (as defined in the Rule) of
at least $5.00 per share. Under Rule 3a51-1, if the Company's Common Stock sells
below  $5.00  per  share,  the  Company's  Common  Stock  will fall  within  the
definition of "penny stock."

If the  Company's  Common Stock is deemed to be a penny stock,  trading  therein
will be subject to the  requirements  of Rule 15g-9 and Section  15(g) under the
Exchange Act. Rule 15g-9  imposes  additional  sales  practice  requirements  on
broker-dealers who sell non-exempt  securities to persons other than established
customers.  For transactions  covered by the rule, the broker-dealer must make a
special suitability  determination for the purchaser and receive the purchaser's
written  agreement  to the  transaction  prior to the sale.  Pursuant to Section
15(g)  and  related  Rules,  brokers  and/or  dealers,   prior  to  effecting  a
transaction in penny stock,  will be required to provide  investors with written
disclosure documents containing  information concerning various aspects involved
in the market for penny stocks as well as specific  information  about the penny
stock and the transaction  involving the purchase and sale of that stock,  e.g.,
price quotes and broker-dealer and associated person compensation. Subsequent to
the  transaction,  the broker will be required to deliver  monthly or  quarterly
statements  containing specific information about the penny stock. The foregoing
requirements will most likely negatively affect the ability of purchasers herein
to sell their shares in the secondary market.

POTENTIAL  FUTURE  SALES  UNDER RULE 144 MAY  DEPRESS  THE MARKET  PRICE FOR THE
COMMON STOCK.

Rule 144 permits the sale of shares without any quantity  limitation by a person
who is not considered to be our affiliate and who has  beneficially  owned their
shares for a minimum period of six months.  Therefore,  the possible sale of our
currently  outstanding  shares  pursuant to Rule 144 may, in the future,  have a

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depressive  effect  on the price of our  common  stock in the  over-the  counter
market.

BECAUSE WE DO NOT HAVE AN AUDIT OR  COMPENSATION  COMMITTEE,  SHAREHOLDERS  WILL
HAVE  TO  RELY  ON OUR  CHIEF  EXECUTIVE  OFFICER  AND  SECRETARY,  WHO  AND NOT
INDEPENDENT, TO PERFORM THESE FUNCTIONS.

We do not have an audit or compensation committee. These functions are performed
by our  Chief  Executive  Officer  and  Secretary.  Thus,  there is a  potential
conflict of interest in that our Chief Executive  Officer and Secretary have the
authority to  determine  issues  concerning  management  compensation  and audit
issues that may affect management decisions.

SHAREHOLDERS  MAY  BE  DILUTED  SIGNIFICANTLY  THROUGH  OUR  EFFORTS  TO  OBTAIN
FINANCING AND SATISFY  OBLIGATIONS  THROUGH ISSUANCE OF ADDITIONAL SHARES OF OUR
COMMON STOCK.

We have no  committed  source  of  financing.  Wherever  possible,  our board of
directors will attempt to use non-cash consideration to satisfy obligations.  In
many  instances,  we believe  that the  non-cash  consideration  will consist of
shares of our stock.  Our board of directors has  authority,  without  action or
vote of the  shareholders,  to issue all or part of the  authorized but unissued
common shares. In addition, we may attempt to raise capital by selling shares of
our common stock, possibly at a discount to market. These actions will result in
dilution of the ownership interests of existing shareholders, may further dilute
common stock book value,  and that dilution may be material.  Such issuances may
also serve to enhance existing  management's  ability to maintain control of the
Company  because  the shares may be issued to parties or entities  committed  to
supporting existing management.

OUR  ARTICLES OF  INCORPORATION  PROVIDE  FOR  INDEMNIFICATION  OF OFFICERS  AND
DIRECTORS AT OUR EXPENSE AND LIMIT THEIR  LIABILITY  WHICH MAY RESULT IN A MAJOR
COST  TO US AND  HURT  THE  INTERESTS  OF  OUR  SHAREHOLDERS  BECAUSE  CORPORATE
RESOURCES MAY BE EXPENDED FOR THE BENEFIT OF OFFICERS AND/OR DIRECTORS.

Our  articles  of  incorporation  and  applicable  Delaware  law provide for the
indemnification of our directors, officers, employees, and agents, under certain
circumstances,  against  attorney's fees and other expenses  incurred by them in
any litigation to which they become a party arising from their  association with
or activities on our behalf.  We will also bear the expenses of such  litigation
for any of our directors,  officers,  employees,  or agents,  upon such person's
promise to repay us.  Therefore  if it is  ultimately  determined  that any such
person shall not have been  entitled to  indemnification,  this  indemnification
policy could result in substantial expenditures by us which we will be unable to
recoup.

OUR BOARD OF DIRECTORS HAS THE AUTHORITY, WITHOUT STOCKHOLDER APPROVAL, TO ISSUE
PREFERRED STOCK WITH TERMS THAT MAY NOT BE BENEFICIAL TO COMMON STOCKHOLDERS AND
WITH THE ABILITY TO AFFECT  ADVERSELY  STOCKHOLDER  VOTING POWER AND  PERPETUATE
THEIR CONTROL OVER THE COMPANY.

Our  certificate  of  incorporation  authorizes the issuance of up to 20,000,000
shares of preferred stock, par value $ .0001 per share.

                                       10
<PAGE>
Our board of directors is entitled to authorize the issuance of up to 20,000,000
shares  of  preferred  stock in one or more  series  with such  limitations  and
restrictions  as may be  determined  in its  sole  discretion,  with no  further
authorization by security holders required for the issuance thereof.

The  issuance of  preferred  stock could  adversely  affect the voting power and
other  rights of the  holders  of common  stock.  Preferred  stock may be issued
quickly with terms  calculated  to  discourage,  make more  difficult,  delay or
prevent a change in control of the Company or make  removal of  management  more
difficult. As a result, the board of directors' ability to issue preferred stock
may discourage  the potential  hostility of an acquirer,  possibly  resulting in
beneficial negotiations.  Negotiating with an unfriendly acquirer may result in,
among other things, terms more favorable to us and our stockholders. Conversely,
the issuance of preferred  stock may  adversely  affect any market price of, and
the voting and other  rights of the holders of the common  stock.  We  presently
have no plans to issue any preferred stock.

THE ABILITY OF OUR TWO  PRINCIPAL  OFFICERS TO CONTROL OUR BUSINESS MAY LIMIT OR
ELIMINATE MINORITY SHAREHOLDERS' ABILITY TO INFLUENCE CORPORATE AFFAIRS.

Two principal  officers  beneficially own  approximately  70% of our outstanding
common stock. Because of this beneficial stock ownership, they are in a position
to  continue  to elect our board of  directors,  decide  all  matters  requiring
stockholder approval and determine our policies. Their interests may differ from
the  interests  of other  shareholders  with  respect to the issuance of shares,
business  transactions  with or sales to other companies,  selection of officers
and directors and other business decisions. The minority shareholders would have
no way of  overriding  their  decisions.  This level of control may also have an
adverse  impact on the market value of our shares  because they may institute or
undertake transactions, policies or programs that result in losses, may not take
any steps to increase our visibility in the financial  community and/or may sell
sufficient numbers of shares to significantly decrease our price per share.

BECAUSE WE ARE NOT SUBJECT TO  COMPLIANCE  WITH RULES  REQUIRING THE ADOPTION OF
CERTAIN CORPORATE GOVERNANCE MEASURES, OUR STOCKHOLDERS HAVE LIMITED PROTECTIONS
AGAINST  INTERESTED  DIRECTOR  TRANSACTIONS,  CONFLICTS  OF INTEREST AND SIMILAR
MATTERS.

The  Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by
the SEC, the New York and American Stock  Exchanges and the Nasdaq Stock Market,
as a result of  Sarbanes-Oxley,  require the  implementation of various measures
relating to  corporate  governance.  These  measures are designed to enhance the
integrity  of  corporate  management  and the  securities  markets  and apply to
securities  which are  listed on those  exchanges  or the Nasdaq  Stock  Market.
Because  we are not  presently  required  to comply  with many of the  corporate
governance  provisions and because we chose to avoid  incurring the  substantial
additional costs  associated with such compliance any sooner than necessary,  we
have not yet adopted these measures.

Until we comply with such corporate governance  measures,  regardless of whether
such  compliance  is  required,  the  absence  of such  standards  of  corporate
governance may leave our stockholders  without  protections  against  interested
director  transactions,  conflicts of interest and similar matters and investors
may be reluctant to provide us with funds necessary to expand our operations.

                                       11
<PAGE>
ITEM 1B. UNRESOLVED STAFF COMMENTS

Not Applicable

ITEM 2. PROPERTIES

The Company's offices are located at 222 East 31st Street, Main Level, New York,
New York 10016 and 6121 Santa  Monica  Blvd.,  Studio A,  Hollywood,  California
91038. The Company's main office is at 222 East 31st Street, New York, NY in the
suite of Jon Biondo,  the  Company's  Secretary and a member of the Board and is
provided without charge. The Company's office in Hollywood, California is in the
third year of a five year lease at an annual base rental of $114,000.00.

ITEM 3. LEGAL PROCEEDINGS

We are not a party to any pending legal  proceedings and no such proceedings are
known to be contemplated.

ITEM 4. RESERVED

                                     PART II

ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND
        ISSUER'S PURCHASES OF EQUITY SECURITIES

A limited public trading market  currently  exists for the Company's  securities
which are presently  traded on the  over-the-counter  bulletin  board  ("OTCBB")
under the symbol MSTO.  Our common  shares  initially  began  trading on the OTC
Bulleting Board on January 5, 2010. The high and low closing prices of the first
quarter of 2010 are $3.00 and $.885  respectively  as reported by the  quotation
services operated by the OTC Bulletin Board. All quotations for the OTC Bulletin
Board  reflect  inter-dealer  prices,   without  retail  mark-up,   markdown  or
commission and may not necessarily represent actual transactions.

On April 19, 2010 the  closing bid price of our common  stock as reported on the
OTC Bulleting Board was $.28 per share.

There is no assurance that such market will continue, or that a shareholder will
be able to liquidate his or her investment.

RECENT SALES OF UNREGISTERED SECURITIES

On March 23, 2010,  the Company  issued  408,815  shares of restricted  stock as
follows:

     (a) 135,135 restricted shares to two accredited  investors in consideration
of payment of the aggregate sum of $75,000  pursuant to subscription  agreements
entered into on December 16, 2009.

                                       12
<PAGE>
     (b)  93,500  restricted  shares  valued at $1.30  per  share for  aggregate
consideration  of  $121,500  to  five  persons  in  consideration  for  services
rendered.

     (c) 180,180  restricted  shares valued at $.555 per shares in consideration
of the  cancellation  of all principal  and accrued  interest due and owing on a
promissory note in the principal amount of $100,000.

TRANSFER AGENT AND REGISTRAR

Action Stock Transfer  Corp.  7069 South  Highland  Drive,  Suite 300, Salt Lake
City, Utah 84121, telephone number (801) 274-1088.

DIVIDENDS.  The  Registrant  has not declared or paid any cash  dividends on its
common stock since inception. There are no restrictions on the common stock that
limit our ability of us to pay  dividends if declared by the Board of Directors.
The  holders  of common  stock are  entitled  to receive  dividends  when and if
declared by the Board of Directors, out of funds legally available therefore and
to share  pro-rata  in any  distribution  to the  stockholders.  Generally,  the
Registrant is not able to pay dividends if after  payment of the  dividends,  it
would be unable to pay its liabilities as they become due or if the value of the
Registrant's  assets,  after  payment  of the  liabilities,  is  less  than  the
aggregate of the Registrant's liabilities and stated capital of all classes

EQUITY COMPENSATION PLAN INFORMATION

As of April 9, 2010 and as of  December  31,  2009,  the end of our most  recent
fiscal year, we did not have any equity compensation plan.

ITEM 6. SELECTED FINANCIAL DATA

Not Applicable

ITEM 7. MANAGEMENTS  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND RESULTS
        OF OPERATIONS

The following discussion and analysis should be read in conjunction with, and is
qualified  in its  entirety  by,  our  financial  statements  and notes  related
thereto,  and other more detailed financial  information  appearing elsewhere in
this Current  Report on Form 10-K.  Consequently,  you should read the following
discussion  and analysis of our  financial  condition  and results of operations
together  with such  financial  statements  and other  financial  data  included
elsewhere in this Current Report on Form 10-K. Some of the information contained
in this discussion and analysis or set forth elsewhere in this Current Report on
Form 10-K, including  information with respect to our plans and strategy for our
business  and  includes  forward-looking   statements  that  involve  risks  and
uncertainties.  You should  review the "Risk  Factors"  section of this  Current
Report on Form 10-K for a  discussion  of  important  factors  that could  cause
actual results to differ  materially from the results described in or implied by
the  forward-looking  statements  contained  in  the  following  discussion  and
analysis.   We  undertake  no  obligation  to  update  or  revise  publicly  any
forward-looking  statements,  whether  as a result  of new  information,  future
events or otherwise.  Further  information  concerning  our business,  including
additional  factors  that could  materially  affect our  financial  results,  is
included herein and in our other filings with the SEC.

                                       13
<PAGE>
OVERVIEW

Masterbeat  Corporation  ("Masterbeat" or the "Company") was incorporated in the
state of Delaware on May 17, 2007 as Green Mountain  Recovery,  Inc. On December
18, 2009, the Company entered into the Exchange  Agreement with Masterbeat,  LLC
and its members.  Pursuant to the terms of the Exchange  Agreement,  the members
agreed to transfer all of the issued and outstanding  limited  liability company
units in  Masterbeat,  LLC to the  Company in  exchange  for the  issuance of an
aggregate of 8,500,000 shares of the  Registrant's  common stock to the members,
thereby  causing  Masterbeat,  LLC  to  become  wholly-owned  subsidiary  of the
Company.  Pursuant to the  provisions of the Share  Exchange,  the principals of
Company cancelled  1,000,000 shares of common stock owned by them and executed a
lock-up  leak-out  agreement  with  respect  to  their  remaining  shares  which
agreement  provides for the release of an aggregate of 100,000  shares per month
commencing 90 days from the closing date. Upon the closing of the Share Exchange
on December 29, 2009,  the Members of  Masterbeat,  LLC  delivered  all of their
membership  interests  in  Masterbeat,  LLC to the  Registrant  in exchange  for
8,500,000 shares of common stock of the Registrant.  The Share Exchange resulted
in  Masterbeat,  LLC,  becoming a  wholly-owned  subsidiary of the Company.  The
transactions contemplated by the Exchange Agreement are being accounted for as a
"reverse  acquisition,"  whereby Masterbeat,  LLC is deemed to be the accounting
acquirer  (legal  acquiree)  and  Masterbeat  Corporation  to be the  accounting
acquiree (legal acquirer).

Immediately following the closing of the Share Exchange Agreement,  the combined
company  changed its name to Masterbeat  Corporation.  The  Masterbeat,  LLC was
dissolved  but  its  business  will  carry  on  through  its  operating   units,
Masterbeat.com, posterprintship.com and circuitticket.com.  Masterbeat.com is an
online  digital music store  specializing  in "Hip-Hop",  dance and  electronica
music. The website features  hard-to-obtain  remixes from major record labels as
well as music from independent  labels worldwide.  Masterbeat.com  also produces
large  scale  dance  events  under  its   "Powered  by   Masterbeat.com"   name.
Posterprintshop.com  is a  quick-turnaround  online printing store that provides
photo  enlargement  services  and the  printing of posters,  signs and  banners.
Circuitticket.com  is a full  service  ticketing  site  capable  of  sequencing,
tracking,  printing and delivering high quality ticket stubs for a wide array of
events, parties, festivals, concerts and other gatherings.

GOING CONCERN

Our  financial  statements  have  been  prepared  on  the  basis  of  accounting
principles  applicable  to a going  concern.  As a result,  they do not  include
adjustments  that would be  necessary  if we were  unable to continue as a going
concern and would  therefore be obligated to realize  assets and  discharge  our
liabilities  other than in the normal course of operations.  As reflected in the
accompanying financial statements, the Company has used cash flows in operations
of $1,254,127  and $1,004,889 for the years ended December 31, 2009 and December
31,  2008  respectively  and has an  accumulated  deficit  of  $2,555,659  as of
December  31,  2009.  For the years  December  31,  2009 and 2008,  the  Company
incurred net losses of  $1,298,220  and  $1,257,439,  respectively.  This raises
substantial doubt about its ability to continue as a going concern.  The ability
of the Company to  continue as a going  concern is  dependent  on the  Company's
ability to raise additional capital and implement its business plan.  Management
believes  that actions  presently  being taken to raise capital will provide the
opportunity for the Company to continue as a going concern.

                                       14
<PAGE>
RESULTS OF OPERATION

RESULTS  FOR THE YEAR ENDED  DECEMBER  31, 2009  COMPARED  TO DECEMBER  31, 2008
REVENUE

        Our revenues for the years ended December 31, 2009 and December 31, 2008
were as follows:


                         Period Ended           Period Ended
                          December 31,           December 31,       2008 to 2009
                             2009                   2008             % Change
                          ----------             ----------          --------

Revenue                   $1,104,897             $  643,631            71.7%

Our  revenue  is  derived   primarily  from  online  music   download   services
specializing in "Hip-Hop",  dance and electronic  music.  The Company also hosts
parties and events,  provides  disc jockey  services,  acts as ticket  agent for
events hosted by others and operates a website that provides  photo  enlargement
services and the printing of posters,  signs and banners.  Revenues for the year
ended  December 31, 2009 were  $1,104,897.  This  increase of $461,266  from the
Company's  revenues  generated for the year ended December 31, 2008 is primarily
attributable to increased sales in all 3 operating  units.  Music downloads from
the Masterbeat.com digital music store and sales volume from Posterprintshop.com
for posters and photo enlargement  services have increased  significantly during
the  2009.  Revenue  from   Circuitticket.com  in  2009  has  also  shown  solid
improvements over the prior year.  Management  believes this revenue growth will
continue  into 2010 as it  continues  to  implement  its  business  strategy and
operational plans.

COST OF SALES

Our cost of sales for the years ended  December  31, 2009 and  December 31, 2008
were as follows:

                         Period Ended           Period Ended
                          December 31,           December 31,       2008 to 2009
                             2009                   2008             % Change
                          ----------             ----------          --------

Cost of Sales             $  723,306             $  243,561           197.0%

                                       15
<PAGE>
Cost of Sales for year ended  December  31,  2009  increased  197.0% from fiscal
2008.  The increase in cost of sales was due to  primarily  to  increased  sales
volume. Additional supplies,  materials and other production costs were required
to  support  the   increased   business   volume  of   Posterprintshop.com   and
Masterbeat.com.  We also had a  significant  increase in  advertising  costs and
promotional expenses in 2009.

GROSS PROFIT

Gross profit is defined as net sales less cost of sales.  Cost of sales consists
of product costs, cost of commissions and cost of services.

The following  table presents net sales,  cost of sales and gross profit for the
years ended December 31, 2009 and December 31, 2008:

<TABLE>
<CAPTION>
                                         For the Period Ended December 31,
                                 --------------------------------------------------
                                         2009                        2008
                                 ---------------------       ----------------------
                                               % of                         % of
                                 Amount      Net Sales       Amount       Net Sales     $ Change     % Change
                                 ------      ---------       ------       ---------     --------     --------
<S>                           <C>             <C>          <C>             <C>         <C>              <C>
Net sales                     $1,104,897      100.0%       $  643,631      100.0%      $  461,266       71.7%
Cost of sales                    723,306       65.5%          243,561       37.8%         479,745      197.0%
                              ----------     ------        ----------      ------      ----------

Gross profit                  $  381,591       34.5%       $  400,070       62.2%      $  (18,479       -4.6%
                              ==========     ======        ==========      ======      ==========
</TABLE>

Gross profit for the year ended December 31, 2009 decreased  $18,479 compared to
the year ended  December 31, 2008,  and gross profit as a percentage  of revenue
decreased  4.6% for the year ended  December 31, 2009 compared to the year ended
December 31, 2008.  The decrease in the gross profit margin was due to increased
expenses  resulting from a higher volume of audio downloads and services as well
as increased photo enlargement and printing services.  We also had a significant
increase in the cost of advertising and promotion during 2009.

OPERATING EXPENSES

Operating  expenses  for the year ended  December 31, 2009 and December 31, 2008
were as follows:

                                       16
<PAGE>
<TABLE>
<CAPTION>
                                         For the Period Ended December 31,
                                 --------------------------------------------------
                                         2009                        2008
                                 ---------------------       ----------------------
                                               % of                         % of
                                 Amount      Net Sales       Amount       Net Sales     $ Change     % Change
                                 ------      ---------       ------       ---------     --------     --------
<S>                           <C>             <C>          <C>             <C>         <C>              <C>
Depreciation and Amortization  $   81,610        7.4%      $   80,423        12.5%       $ 1,187       1.5%
General and Administrative      1,582,193      143.2%       1,564,490       243.1%        17,703       1.1%
                               ----------      -----       ----------       -----        -------

Total Operating Expenses       $1,663,803      150.6%      $1,644,913       258.7%       $18,890       1.1%
                               ==========      =====       ==========       =====        =======
</TABLE>

General and  administrative  expenses consist primarily of salaries and benefits
for our executive and administrative  personnel,  facilities costs,  advertising
expense  and  fees for  outside  consulting  services.  Our  operating  expenses
remained  stable  over the past year  compared  to 2008 and we expect  that this
trend will continue in 2010.

PROVISION FOR INCOME TAXES

<TABLE>
<CAPTION>
                                         For the Period Ended December 31,
                                 --------------------------------------------------
                                         2009                        2008
                                 ---------------------       ----------------------
                                               % of                         % of
                                 Amount      Net Sales       Amount       Net Sales     $ Change     % Change
                                 ------      ---------       ------       ---------     --------     --------
<S>                           <C>             <C>          <C>             <C>         <C>              <C>
Income Taxes                    $16,008         1.4%         $12,596         1.9%        $ 3,412       27.1%
</TABLE>

LIQUIDITY AND CAPITAL RESOURCES

Since Masterbeat's  inception,  it has financed operations primarily through the
contributions  and investments  from its members and  shareholders,  and through
short term  borrowings.  During  the year  ended  December  31,  2009,  Members'
Contributions  were  $967,306  and Stock  Subscriptions  totaling  $75,000  were
received.  $200,000 was also provided by related party notes. As of December 31,
2009,  Masterbeat has a negative  working capital  balance of $197,704.  Current
assets consist of $157,906 in cash and cash equivalents and $106,524 in accounts
receivable and prepaid assets. We estimate that our existing cash, combined with
additional  capital that will be raised through selling additional shares or new
short term borrowings,  will be sufficient to fund current  operations.  Despite
this prior  funding,  there can be no assurance  that we will be  successful  in
raising additional capital, if required. If we are not able to secure additional

                                       17
<PAGE>
funding,  the implementation of our business plan may be impaired.  There can be
no  assurance  that  such  additional  financing  will  be  available  to  us on
acceptable  terms or at all.  As a public  entity,  we may  issue  shares of our
common  stock and  preferred  stock in  private  or public  offerings  to obtain
financing or capital in order to improve our performance and growth.

In December 2009, the Company  issued two  promissory  notes to related  parties
totaling $200,000. On April 5, 2010 one of these notes in the amount of $100,000
was  converted  into  180,180  shares  of the  Company's  common  stock  in full
satisfaction  of the note. The 2nd note in the amount of $100,000 is due on June
1, 2010.

OPERATING ACTIVITIES

The Company used cash flow in operating  activities of  $1,254,127  for the year
ended December 31, 2009. This cash flow is primarily  attributable to a net loss
of $1,298,220,  increases in accounts receivable and prepaid expenses of $16,974
and $25,000 respectively.

INVESTING ACTIVITIES

The  Company  generated  a deficit  in cash flow from  investing  activities  of
$16,770  for the year  ended  December  31,  2009.  This  deficit  is  primarily
attributable to acquisition of computer related assets to upgrade the technology
infrastructure to support the audio download website.

FINANCING ACTIVITIES

The Company generated cash flow from financing  activities of $1,442,306 for the
year ended December 31, 2009. This additional cash is primarily  attributable to
member  contributions of $967,306,  short term borrowings of $200,000,  proceeds
from the reverse merger of $200,000 and proceeds from stock subscriptions in the
amount of $75,000.

OFF-BALANCE SHEET ARRANGEMENTS

None

CRITICAL ACCOUNTING POLICIES

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include all highly liquid investments with an original
maturity of three months or less. At various  times during the fiscal year,  the
Company's  cash and cash  equivalents  in bank balances may exceed the Federally
insured limits.

USE OF ESTIMATES

The presentation of financial  statements in conformity with generally  accepted
accounting principles 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 statement. Actual
results could differ from those estimates.

                                       18
<PAGE>
FAIR VALUE OF FINANCIAL INSTRUMENTS

The  carrying  value of cash and cash  equivalent,  accounts  receivable,  other
assets,  accounts  payable and other  liabilities  approximate  their fair value
because of the short maturity of these instruments.

ACCOUNTS RECEIVABLE

Accounts  receivable  consist mainly of unprocessed credit card sales from music
downloads,  event ticket sales and online poster sales. The Company  establishes
an  allowance  for  uncollectable  accounts  receivable  based  on  the  age  of
outstanding  invoices  and  management's  evaluation  of the  collectability  of
outstanding balances.

FIXED ASSETS

Fixed  assets,  consisting  mainly of computer  equipment,  software  and office
equipment and furniture,  are stated at cost,  net of  accumulated  depreciation
which is calculated  using the  straight-line  method over the estimated  useful
lives generally ranging from 5 to 7 years.

LONG-LIVED ASSETS

FASB  ASC  360-10  (Prior  Authoritative  Literature:   Statement  of  Financial
Accounting  Standards  No. 144,  "Accounting  for the  Impairment or Disposal of
Long-Lived  Assets),  requires  that  we  evaluate  our  long-lived  assets  for
financial  impairment  on a regular  basis.  We evaluate the  recoverability  of
long-lived  assets not held for sale by  measuring  the  carrying  amount of the
assets  against the estimated  undiscounted  future cash flows  associated  with
them.  If such  evaluations  indicate that the future  discounted  cash flows of
certain  long-lived  assets are not  sufficient to recover the carrying value of
such  assets,  the assets are  adjusted to their fair  values.  The useful lives
assigned  to the  Company's  internal-use  website  were  based on  management's
assessment of when  standard  maintenance  and software  updates would no longer
allow the website to perform at a level consistent with market  expectations and
competitor's offerings.

REVENUE RECOGNITION

We recognize revenue when persuasive  evidence of an arrangement exists, the fee
is fixed or determinable,  collectability is reasonably assured and delivery has
occurred.  Revenues transacted from on-line platforms relating to audio download
and poster printing services are recognized at the point of sale.

Agent  revenues  are  recognized  in  accordance  with  FASB ASC  605-45  (Prior
authoritative  literature:  EITF 99-19,  "Reporting Revenue Gross as a Principal
versus Net as an Agent").  Agent revenues are derived from ticket sales where we
are not the merchant of record and where the prices of our services are fixed at
the point of sale.  Agent  revenue is  comprised  of service  fees and  customer
processing  fees and are  reported  at the net  amounts  received,  without  any
associated cost of revenue.

                                       19
<PAGE>
Amounts  billed to  customers  in sales  transactions  related to  shipping  and
handling are  classified  as revenue in  accordance  with FASB ASC 605-45 (Prior
authoritative  literature EITF 00-10, "ACCOUNTING FOR SHIPPING AND HANDLING FEES
AND  COSTS").  The actual  cost to the  Company is  recognized  as an  operating
expense.

SHIPPING AND HANDLING COSTS

The Company  includes its shipping  and handling  costs in selling,  general and
administrative expenses.

RECENT AUTHORITATIVE ACCOUNTING PRONOUNCEMENTS

In December  2007, the Financial  Accounting  Standards  Board  ("FASB")  issued
Accounting Standards  Codification ("ASC") 805 (Prior authoritative  literature:
Statement of  Financial  Accounting  Standards  ("SFAS")  No.  141(R),  Business
Combinations,  which replaces SFAS No. 141). ASC 805 establishes  principles and
requirements  for how an  acquirer  recognizes  and  measures  in its  financial
statements the  identifiable  assets  acquired,  the  liabilities  assumed,  any
non-controlling  interest  in  the  acquiree  and  the  goodwill  acquired.  The
statement also establishes  disclosure  requirements  which will enable users to
evaluate the nature and financial effects of the business  combination.  ASC 805
is effective  for calendar  year  companies on January 1, 2009.  The Company has
adopted this ASC effective January 1, 2009.

In March 2008, the FASB issued ASC 815-10 (Prior authoritative literature:  SFAS
No. 161,  Disclosures about Derivative  Instruments and Hedging Activities,  and
amendment of SFAS No. 133). This statement will require  additional  disclosures
about  how and  why we use  derivative  financial  instruments,  how  derivative
instruments  and related  hedged  items are  accounted  for under ASC 815 (Prior
authoritative  literature:  SFAS No. 133, "Accounting for Derivative Instruments
and  Hedging  Activities",  as  amended  and  interpreted),  and how  derivative
instruments and related hedged items affect our financial  position,  results of
operations,  and cash flows.  ASC 815-10 is effective for  financial  statements
issued for fiscal years and interim  periods  beginning after November 15, 2008;
however early adoption is encouraged, as are comparative disclosures for earlier
periods.  The Company  adopted this ASC effective  January 1, 2009 which did not
have a material impact on its financial statements.

In April 2008, the FASB issued ASC 350-30 (Prior authoritative literature:  FASB
Staff  Position  No.  142-3,  Determination  of the  Useful  Life of  Intangible
Assets).  ASC 350-30  amends the factors that should be considered in developing
renewal  or  extension  assumptions  used  to  determine  the  useful  life of a
recognized intangible asset under ASC 350 (Prior authoritative literature:  SFAS
No. 142,  "Goodwill and Other  Intangible  Assets") and also  requires  expanded
disclosure  related to the  determination  of intangible asset useful lives. ASC
350-30 is effective for fiscal years  beginning  after December 15, 2008.  Early
adoption is prohibited.  The Company adopted this ASC effective January 1, 2009;
see Note 6 for information  regarding  useful lives of the Company's  intangible
assets.

In May 2009,  the FASB issued FASB ASC 855-10 (prior  authoritative  literature,
SFAS  No.  165,  "Subsequent  Events").  FASB  ASC  855-10  established  general
standards  of  accounting  for and  disclosure  of events  that occur  after the
balance sheet date but before financial  statements are issued.  FASB ASC 855-10
is effective for interim or annual financial periods ending after June 15, 2009.
The Company  adopted this ASC effective the current  quarter ended September 30,
2009; see Note 8 for a discussion of subsequent events through March 17, 2010.

                                       20
<PAGE>
In June 2009, the FASB issued FASB ASC 105-10 (prior  authoritative  literature,
SFAS No. 168, "The FASB Accounting  Standards  Codification and the Hierarchy of
Generally Accepted Accounting  Principles--a  replacement of SFAS No. 162). FASB
ASC 105-10  replaces  SFAS 162 and  establishes  the FASB  Accounting  Standards
Codification as the source of authoritative  accounting principles recognized by
the  FASB to be  applied  by  nongovernmental  entities  in the  preparation  of
financial  statements in conformity  with GAAP. FASB ASC 105-10 is effective for
financial  statements  issued  for  interim  and  annual  periods  ending  after
September 15, 2009.  As such,  the Company is required to adopt this standard in
the  current  period.  Adoption  of FASB ASC 105-10  did not have a  significant
effect on the Company's financial statements.

In June  2009,  the FASB  issued  guidance  under ASC 860  (Prior  authoritative
literature: SFAS No. 166, "Accounting for Transfers of Financial Assets"), which
will require more  information  about  transfer of financial  assets,  including
securitization transactions,  and where entities have continuing exposure to the
risks related to transferred  financial  assets.  It eliminates the concept of a
"qualifying  special-purpose entity", changes the requirements for derecognizing
financial assets and requires additional disclosures. This ASC will be effective
for fiscal years  beginning  after November 15, 2009. The Company will adopt the
provision of this ASC effective January 1, 2010 and is currently  evaluation the
impact, if any, on its financial statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The full text of our audited  consolidated  financial  statements as of December
31, 2009 and 2008 begin on F-1 of the Annual Report on Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE

CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

(a) Resignation of Previous  Independent  Registered  Public  Accounting Firm On
December  29, 2009 in  connection  with the closing of the reverse  merger,  the
Board  of  Directors  engaged  EFP  Rotenberg  ("Rotenberg")  as an  independent
auditor.  On  and  effective  February  26,  2010,  Rotenberg  resigned  as  our
independent auditor.  Rotenberg's  resignation was due to the change in services
they were  engaged  to provide  from  independent  audit  services  to  internal
accounting and bookkeeping services.

There  were  no  disagreements  with  Rotenberg  on  any  matter  of  accounting
principles or practices,  financial  statement  disclosure or auditing  scope or
procedure that would have caused  Rotenberg to make  references in any report to
such disagreements.

                                       21
<PAGE>
Since  Rotenberg  had  originally  been engaged as our  independent  auditors on
December 29, 2009 they had not  previously  issued any reports on the  Company's
financial statements.

There were no  disagreements  with our prior auditors Li & Company on any matter
of  accounting  principles  or  practices;  financial  statement  disclosure  or
auditing  scope or  procedure  that  would  have  caused  Li &  Company  to make
references in any report to such agreements.

(b) Engagement of New Independent  Registered Public Accounting Firm On February
26, 2010,  concurrent with Rotenberg's  resignation as our independent  auditor,
our board  elected  to  appoint  Lake &  Associates  (Lake)  as our  independent
auditor.

During the fiscal  years ended  December  31, 2009 and 2008 and from  January 1,
2010 to February 26, 2010,  neither the Company nor anyone  acting on its behalf
consulted Lake with respect to (i) the application of accounting principles to a
specified  transaction,  either  completed  or  proposed,  or the  type of audit
opinion  that might be  rendered  on the  Company's  financial  statements,  and
neither a written  report  was  provided  to the  Company  nor oral  advice  was
provided that Lake concluded was an important  factor  considered by the Company
in reaching a decision as to the  accounting,  auditing or  financial  reporting
issue;  or (ii) any matter that was the subject of a disagreement  or reportable
event set forth in Item 304(a)(1)(iv) and (v), respectively,  of Regulation S-K.
Prior to our engaging Lake they did not provide our company with either  written
or oral  advice  that was an  important  factor  considered  by our  company  in
reaching a decision to retain Lake& Associates as our auditors.

ITEM 9A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our  management,   with  the   participation  of  our  Chief  Executive  Officer
("Certifying  Officer"),  has  evaluated  the  effectiveness  of our  disclosure
controls and procedures (as defined in Rules  13a-15(e) and 15d-15(e)  under the
Exchange Act) as of the end of the fiscal  period  covered by this Annual Report
on Form 10-K. Based upon such evaluation,  the Certifying Officer have concluded
that, as of the end of such period,  December 31, 2009, the Company's disclosure
controls and procedures were not effective to ensure that  information  required
to be disclosed by us in the reports we file or submit under the Exchange Act is
recorded,  processed,  summarized and reported within the time periods specified
in the SEC's rules and forms and is accumulated and  communicated to management,
including our  Certifying  Officer,  to allow timely  decisions  regarding  such
disclosure.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management  of the  Company is  responsible  for  establishing  and  maintaining
adequate  internal  control  over  financial  reporting  (as  defined  in  Rules
13a-15(f)  and  15d-15(f)  of the  Exchange  Act) for the  Company.  The Company
maintains  processes  designed  by, or under the  supervision  of the  Company's
management,  including but not limited to the Company's Chief Executive Officer,
or persons performing similar functions,  and effected by the Company's 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 including policies and procedures that: (i) pertain to the

                                       22
<PAGE>
maintenance of records that in reasonable  detail  accurately and fairly reflect
the  transactions  and  disposition  of the assets of the Company;  (ii) provide
reasonable  assurance  that  transactions  are  recorded as  necessary to permit
preparation  of financial  statements  in  accordance  with  generally  accepted
accounting  principles,  and that  receipts and  expenditures  of the issuer are
being made only in accordance with  authorization of management and directors of
the Company;  and (iii) provide  reasonable  assurance  regarding  prevention or
timely  detection  of  unauthorized  acquisition,  use  or  disposition  of  the
Company's assets that could have a material effect on the financial statements.

Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation 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 or procedures may deteriorate.

Management  has conducted an evaluation of the Company's  internal  control over
financial  reporting using the Internal  Control-Integrated  Framework issued by
the Committee of Sponsoring  Organizations of the Treadway Commission as a basis
to evaluate  effectiveness  and determined that internal  control over financial
reporting  was  effective  as of the end of the fiscal year ended  December  31,
2009. Based upon that evaluation,  the Company's Chief Executive  concluded that
the Company's internal control over financial  reporting is not effective due to
the material weakness noted below. A material weakness is a control  deficiency,
or combination of deficiencies,  in internal  control over financial  reporting,
such that there is a reasonable  possibility that a material misstatement of the
Company's  annual or  interim  financial  statements  will not be  prevented  or
detected on a timely basis. The following material weakness has been identified.
The  Company  did not have  sufficient  segregation  of  duties to  support  its
internal control over financial reporting.

This  annual  report  does not include an  attestation  report of the  company's
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Our internal  control over  financial  reporting  was not subject to
attestation  by the  company's  registered  public  accounting  firm pursuant to
temporary  rules of the  Securities  and  Exchange  Commission  that  permit the
company to provide only management's report in this annual report.

There were no changes in the Company's internal control over financial reporting
that occurred during the last fiscal quarter,  that has materially affected,  or
is reasonably likely to materially  affect,  the Company's internal control over
financial reporting.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

DIRECTORS AND EXECUTIVE OFFICERS

The respective positions and ages of the directors and executive officers of the
Company as of April 9, 2010 are shown in the following tables.  Each director of
the  Registrant has been elected to hold office until the next annual meeting of
stockholders  and  thereafter  until his successor is elected and has qualified.
Vacancies in the existing  Board of  Directors of the  Registrant  are filled by

                                      23
<PAGE>
majority  vote  of  the  remaining   Directors.   There  are  no  agreements  or
understandings  for any  officer or director to resign at the request of another
person,  and no  officer or  director  is acting on behalf of or will act at the
direction of any other person.

          Name                 Age                 Position
          ----                 ---                 --------

     Dick Wingate              57         Chairman of the Board
     Brett Henrichsen          38         Chief Executive Officer, Director
     Theodore S. Green         57         Director
     Jon Biondo                37         Secretary, Director

DICK WINGATE

With more than three decades of experience  in the music and  interactive  media
industries, Dick Wingate recently became Head of East Coast Client Relations for
TAG Strategic,  LLC a digital  entertainment  consulting firm, where he consults
with new clients in business  development,  content  licensing and  distribution
strategy.

Prior to his  affiliation  with TAG  Strategic,  he served as  President,  Media
Development & Chief Content Officer for Nellymoser  Inc., a leading  provider of
rich  media  mobile  services,   overseeing  content,   licensing  and  business
development  strategies,  and worked  closely  with major  media  companies  and
wireless service  providers such as ABC,  Sony/BMG,  Warner Music,  AT&T, Virgin
Mobile and MTV. As CCO, Mr. Wingate was also responsible for direct licensing of
content and for content  partnerships  and  programming for  Nellymoser's  music
services.

Mr.  Wingate has also served as  President,  Content &  Programming  for Digital
Transaction  Machines,  Inc.,  an  interactive  systems  provider  for  in-store
delivery of digital products for clients  including  McDonald's and 7-Eleven and
his in depth  experience in the recording  industry  includes  positions as SVP,
Marketing,  Arista Records (BMG); SVP, A&R PolyGram Records;  Director of Talent
Acquisition, Epic Records; and Director of Product Management, Columbia Records.

Mr.  Wingate is a featured  speaker at  numerous  industry  events,  and he is a
member of the National  Academy of  Recording  Arts and Sciences and an advisory
board member of numerous companies.

Mr. Wingate obtained a BA in communication from Brown University in 1974.

We believe Mr.  Wingate is  qualified to be a director of the Company due to his
many years of experience in and knowledge of the music industry.

BRETT HENRICHSEN

Brett Henrichsen is an internationally  celebrated club dj and is the founder of
the Masterbeat brand and co-founder of Masterbeat.com.  Brett is one of a select
group of Billboard reporting DJ's.

While a marketing specialist and systems engineer at IBM, Mr. Henrichsen devised
and  created a CD  compilation  series in an effort to provide  the dance  music
consuming public with previously unavailable promotional remixes. The popularity
of the  Masterbeat  compilation  series  allowed  Mr.  Henrichsen  to  start  an

                                       24
<PAGE>
independent  record label,  Trax  Recording,  which produced  several  Billboard
chart-topping  hits.  Simultaneously  with the success of these CD compilations,
Mr.  Henrichsen  worked  in  the  international  DJ  community,   performing  in
stadium-sized  events  including  Carnival in Rio de Janeiro,  and Mardi Gras in
Sydney. Mr. Henrichsen holds residencies at several prominent dance clubs in New
York, San Francisco and Los Angeles.

Mr. Henrichsen  obtained a BS in Business  Administration from the University of
Utah in 1994.

We believe  Mr.  Henrichsen  is  qualified  to be a director of the Company as a
co-founder  of the Company and due to his many years of  experience in the music
industry and his understanding of the Company's products and markets.

THEODORE (TED) S. GREEN

Ted Green is  currently  a Director  of China  MediaExpress,  a publicly  traded
company that operates the largest television  advertising  network on inter-city
express buses in China. From 2003 to 2006, Mr. Green was the CEO and Co-Owner of
Anchor  Bay  Entertainment,  which  at  such  time  was  the  subsidiary  of IDT
Entertainment,  Inc. that focused on the production,  marketing and distribution
of various  media.  Prior to that,  in 2001,  Mr. Green  established  Greenlight
Consulting  Inc., a project-based  consulting  practice focused on the media and
entertainment  industry.  Greenlight Consultant's clients include Sony Music and
Vivendi-Universal as well as numerous other regional media organizations.  Prior
to founding  Greenlight  Consulting,  in 2000, Mr. Green was President and Chief
Operating  Officer  of  MaMaMedia,   Inc.,  an  Internet  company  that  created
activity-based  learning products for children and their families.  From 1992 to
2000,  Mr. Green was the founder and  President of Sony Wonder,  the division of
Sony BMG Music Entertainment  responsible for the production and distribution of
media geared toward youthful audiences and also for all home video distribution.
Mr. Green was responsible  for all creative,  production,  operations,  finance,
marketing and business  efforts.  Beginning in 1989, Mr. Green was the Executive
Vice  President of  Administration  and  Operations  for ATCO  Records,  a music
industry label co-owned with The Warner Music Group.

Mr. Green obtained a BS from Cornell University in 1974 and received his JD from
Columbia University School of Law in 1977.

We believe  Mr.  Green is  qualified  to be a director of the Company due to his
many years experience in the entertainment and record industries.

JON BIONDO

Jon  Biondo  is one of the  co-founders  of  Masterbeat.com.  Mr.  Biondo is the
President of the Biondo Law Firm,  P.C., a boutique trusts and estates law firm,
wealth  management  company,  and  full-service  real estate  brokerage  firm in
Manhattan.

In the  mid-nineties,  Mr.  Biondo  served in the chambers of Southern  District
Federal  Judge  Harold  Baer,  New  York  State  Supreme  Court  Justice  Walter
Schackman,  and in the criminal  division of the United States Attorney's Office
in Manhattan.  From  1998-2001 Mr. Biondo served as Associate  General  Counsel,
Director of Corporate Communications,  and Co-Director of Internet Operations at
Income Tax Preparation firm Gilman & Ciocia.

                                       25
<PAGE>
Mr.  Biondo  recently  co-founded  Youth  of  Malawi,  a  501(c)(3)  corporation
dedicated to enriching the lives of orphans in East Africa. Mr. Biondo served as
the pro bono counsel for the United Nations Youth Symphony Orchestra. Mr. Biondo
plays  host each year to the "Fire  Island  Dance  Festival",  the  star-studded
signature event of the "Broadway Cares"  organization,  which has raised tens of
millions of dollars in the fight against HIV and AIDS.

Mr. Biondo  received his BA in French from Tufts  University in 1993 and his law
degree from Fordham in 1997.

We  believe  Mr.  Biondo is  qualified  to be a  director  of the  Company  as a
co-founder of the Company and due to his business and legal experiences.

There are no agreement or  understanding  for any of our  Executive  Officers or
Directors to resign at the request of another person, and no Officer or Director
is acting on  behalf of nor will any of them act at the  direction  of any other
person.

BOARD COMMITTEES

We have yet to establish an audit committee or compensation committee due to our
relatively small size but intend to do so in the future.

CODE OF ETHICS

We have not yet adopted a code of ethics but intend to do so in the near future.

ITEM 11. EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

The Registrant's executive officers were not paid any salary or compensation for
services they provide as executive  officers of the  Registrant for fiscal years
ended 2009 and 2008.

EMPLOYMENT AGREEMENTS

The  Company has not  entered  into  employment  agreements  with its  executive
officers.

STOCK OPTION PLANS

No member of Registrant's  management has been granted any stock option or stock
appreciation right.

DIRECTOR COMPENSATION

The Registrant's  directors are not paid any salary as compensation for services
they provide as directors of the  Registrant.

DIRECTOR AGREEMENTS

The Company has not entered into directors agreements with its directors.

                                       26
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table sets forth,  as of April 9, 2010,  the  ownership  of each
executive officer and director of the Registrant,  and of all executive officers
and  directors  of the  Registrant  as a group,  and of each person known by the
Registrant to be a beneficial owner of 5% or more of its common stock. Except as
otherwise  noted,  each person  listed below is a sole  beneficial  owner of the
shares and has sole  investment  and voting power as to such  shares.  No person
listed  below has any  options,  warrants or other  right to acquire  additional
securities of the Registrant except as may be otherwise noted.

 Name and Address                  Shares of Common Stock           Percent of
of Beneficial Owner                  Beneficially Owned               Class
-------------------                  ------------------               -----

Jon C. Biondo(1)                         3,677,100                      35.33%
c/o The Biondo Law Firm, P.C.
222 East 31st Street
New York, NY 10016

Brett C. Henrichsen                      2,649,620                      25.46%
6121 Santa Monica Blvd.
Studio A
Hollywood, CA 90038

Ryan Coutu                                 736,015                       7.07%
c/o The Biondo Law Firm, P.C.
222 East 31st Street - Main Level
New York, NY 10016

Joseph Levi(2)                             647,000                       6.22%
1576 E. 21st Street
Brooklyn, NY 11210

Eduard Korsinsky(2)                        647,000                       6.33%
1669 E. 18th Street
Brooklyn, NY 11229

All Directors, Executive Officers
and 5% Shareholders (5 persons)          8,356,735                      80.29%

----------
(1)  Does not include an  aggregate  of 723,435  shares held by three  Trusts of
     which Mr.  Biondo is the sole  Trustee.
(2)  Messrs Levi and Korsinsky's shares are held in the name of John B. Lowy PC,
     Escrow Account pursuant to the term of a Lock-up/Leakout  Agreement between
     the shareholders and the Company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In November  2009,  the Company  entered  into a consulting  agreement  with TAG
Strategic  LLC  pursuant to which TAG is to provide  services to the Company for
successive six month renewable terms at compensation of $10,000 per month.  Dick
Wingate,  Chairman of the  Company's  Board of  Directors  is a principal of TAG
Strategic LLC.

                                       27
<PAGE>
On December 15, 2009 the Company entered into a short-term lending  arrangements
with the mother of Jon Biondo, a shareholder and Board Member.  The note payable
provided  $100,000  for 41 days  maturing  on  January  25,  2010  and  paid 15%
interest. There is no penalty or premium for prepayment of this obligation. This
note was converted  into 180,180 shares of commons stock of the Company on March
23, 2010.

On December 15, 2009 the Company entered into a short-term  lending  arrangement
with Jon Biondo, a shareholder,  Board Member and Secretary of the Company.  The
note payable  provides  $100,000 for 168 days  maturing on June 1, 2010 and pays
15% interest. There is no penalty or premium for prepayment of this obligation.

Other than as stated above,  there were no material  transactions,  or series of
similar  transactions,  during our Company's  last fiscal year, or any currently
proposed transactions,  or series of similar transactions,  to which our Company
was or is to be a party,  in which the amount  involved  exceeded  the lesser of
$120,000  or one  percent of the average of the small  business  issuer's  total
assets at year-end  for the last three  completed  fiscal years and in which any
director,  executive officer or any security holder who is known to us to own of
record or beneficially  more than five percent of any class of our common stock,
or any member of the immediate  family of any of the foregoing  persons,  had an
interest.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

ALL OTHER FEES

Lake and Associates CPAs LLC billed the Company $17,500 for services relating to
the audits of the fiscal  years ended 2009 and 2008.  Other than the  foregoing,
Lake and  Associates  did not bill the company  for any  products  and  services
during the fiscal years ended 2009 and 2008.

                                     PART IV

ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibit No.        Description

3.1(a)        Certificate  of  Incorporation  (incorporated  by  reference  from
              Registration  Statement on Form SB-2 filed with the Securities and
              Exchange Commission on July 31, 2007).

3.1(b)        Certificate  of Amendment of Certificate  of  Incorporation  filed
              with  the  Delaware  Department  of  State on  December  30,  2010
              (incrorporated   by  reference   from  Form  8-K  filed  with  the
              Securities and Exchange Commission on January 6, 2010.

3.2           Bylaws  (incorporated by reference from Registration  Statement on
              Form SB-2 filed with the  Securities  and Exchange  Commission  on
              July 31, 2007).

10.3          Form of Lockup/Leakout Agreement between the Company and its prior
              officers and directors.  (Incorporated  by reference from Form 8-K
              filed with the  Securities  and Exchange  Commission on January 6,
              2010.)

31.1          Certification  pursuant to Rule  13a-14(a) or  15d-14(a)under  the
              Securities Exchange Act of 1934, as amended.

31.2          See Exhibit 31.1

32.1          Certification  pursuant  to 18 U.S.C.  Section  1350,  as  adopted
              pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2          See Exhibit 32.1

                                       28
<PAGE>
                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

MASTERBEAT CORPORATION

Date: April 22, 2010


/s/ Brett Henrichsen
---------------------------------------------
By: Brett Henrichsen, Chief Executive Officer

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Date: April 22, 2010


/s/ Brett Henrichsen
---------------------------------------------
Brett Henrichsen, Director


Date: April 22, 2010


/s/ Jon Biondo
---------------------------------------------
Jon Biondo, Director


Date: April 22, 2010


/s/ Dick Wingate
---------------------------------------------
Dick Wingate, Director

                                       29
<PAGE>
                        [LAKE & ASSOCIATES, CPA'S LOGO]



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and
Stockholders of Masterbeat Corporation

We have audited the accompanying balance sheets of Masterbeat  Corporation as of
December 31, 2009 and 2008, and the related statements of income,  stockholders'
equity,  and cash  flows  for each of the  years in the  two-year  period  ended
December 31, 2009. Masterbeat  Corporation's management is responsible for these
financial  statements.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material  misstatement.  The company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of Masterbeat  Corporation as of
December 31, 2009 and 2008, and the results of its operations and its cash flows
for  each of the  years  in the  two-year  period  ended  December  31,  2009 in
conformity with accounting principles generally accepted in the United States of
America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going  concern.  As discussed  further in Note 4, the
Company has incurred a significant  loss.  The Company's  viability is dependent
upon its  ability  to obtain  future  financing  and the  success  of its future
operations. These factors raise substantial doubt about the Company's ability to
continue as a going  concern.  Management's  plan in regard to these  matters is
also  described  in  Note  4.  The  financial  statements  do  not  include  any
adjustments that might result from the outcome of this uncertainty.



/s/ Lake & Associates CPA's LLC
---------------------------------------
Lake & Associates CPA's LLC
Schaumburg, Illinois
April 9, 2010



1905 Wright Boulevard                               20283 State Road 7,Suite 300
Schaumburg, IL 60193                                   Boca Raton, Florida 33498
Phone: 847.524.0800                                           Phone:866.982.9874
Fax: 847.524.1655                                              Fax: 561.982.7985

                                      F-1
<PAGE>
                             MASTERBEAT CORPORATION
                                 BALANCE SHEETS
                        as of December 31, 2009 and 2008


<TABLE>
<CAPTION>
                                                                      Audited               Audited
                                                                        2009                  2008
                                                                     -----------           -----------
<S>                                                                      <C>                    <C>
Assets

Current assets
  Cash                                                               $   157,906           $        --
  Accounts receivable, net of allowance of $318 and $20,875
   as of December 31, 2009 and 2008                                       81,524                64,550
  Prepaid expenses                                                        25,000                    --
                                                                     -----------           -----------
Total current assets                                                     264,430                64,550

Fixed assets, net                                                         95,848               121,541
Intangible asset, net                                                    237,539               276,686

Other assets
  Security deposit                                                        15,000                15,000
                                                                     -----------           -----------

      Total Assets                                                   $   612,817           $   477,777
                                                                     ===========           ===========

Liabilities and Stockholders' Equity

Current liabilities
  Bank overdraft                                                     $        --           $    13,503
  Accounts payable and accrued liabilities                               256,134               251,677
  Short-term notes payable - related party                               200,000                    --
                                                                     -----------           -----------
      Total Liabilities                                                  456,134               265,180

Stockholders' Equity
  Preferred stock: $.0001 par value; 20,000,000 shares
   authorized; no shares issued or outstanding                                --                    --
  Common stock: $.0001 par value; 80,000,000 shares
   authorized; 10,000,000 and 2,500,000 shares issued and
   outstanding as of December 31, 2009 and 2008                      $     1,000           $       250
  Subscriptions receivable                                                75,000                    --
  Additional paid-in capital                                           2,636,342             1,469,786
  Accumulated deficit                                                 (2,555,659)           (1,257,439)
                                                                     -----------           -----------
Total Stockholders' Equity                                               156,683               212,597
                                                                     -----------           -----------

      Total Liabilities and Stockholders' Equity                     $   612,817           $   477,777
                                                                     ===========           ===========
</TABLE>


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

                                      F-2
<PAGE>
                             MASTERBEAT CORPORATION
                            STATEMENTS OF OPERATIONS
                 For the Years Ended December 31, 2009 and 2008


                                              Audited              Audited
                                               2009                  2008
                                            -----------           -----------

REVENUE                                     $ 1,104,897           $   643,631
                                            -----------           -----------

COST OF SALES                                   723,306               243,561
                                            -----------           -----------

GROSS PROFIT                                    381,591               400,070
                                            -----------           -----------
OPERATING EXPENSES
  Depreciation and amortization                  81,610                80,423
  General and administrative                  1,582,193             1,564,490
                                            -----------           -----------
      Total Operating Expenses                1,663,803             1,644,913
                                            -----------           -----------

Net loss before income taxes                 (1,282,212)           (1,244,843)
                                            -----------           -----------

Income taxes                                    (16,008)              (12,596)
                                            -----------           -----------

Net Loss                                    $(1,298,220)          $(1,257,439)
                                            ===========           ===========


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

                                      F-3
<PAGE>
                        MASTERBEAT CORPORATION
                   STATEMENT OF STOCKHOLDERS' EQUITY
            For the Years Ended December 31, 2009 and 2008

<TABLE>
<CAPTION>

                                      Common Stock
                                    $.0001 Par value     Additional       LLC                                       Total
                                   ------------------     paid-in      Members'    Subscriptions  Accumulated   Stockholders'
                                   Shares      Amount     capital      Interest     Receivable      Deficit        Equity
                                   ------      ------     -------      --------     ----------      -------        ------
<S>                                 <C>        <C>        <C>           <C>           <C>           <C>            <C>
Balance as of December 31, 2007    2,500,000   $    --  $        --   $        --   $        --   $        --    $        --

LLC members' contributions                --        --           --     1,470,036            --            --      1,470,036

Members' interest transferred to
 additional paid-in capital and           --       250    1,469,786    (1,470,036)           --            --             --
 share par value

Net loss, December 31, 2008               --        --           --            --            --    (1,257,439)    (1,257,439)
                                  ----------   -------  -----------   -----------   -----------   -----------    -----------

Balance as of December 31, 2008    2,500,000   $   250  $ 1,469,786   $        --   $        --   $(1,257,439)   $   212,597

Recapitalization of company in     7,500,000       750    1,166,556            --            --            --      1,167,306
 reverse merger

Subscriptions receivable                  --        --           --            --        75,000            --         75,000

Net loss, December 31, 2009               --        --           --            --            --    (1,298,220)    (1,298,220)
                                  ----------   -------  -----------   -----------   -----------   -----------    -----------

Balance as of December 31, 2009   10,000,000   $ 1,000  $ 2,636,342   $        --   $    75,000   $(2,555,659)   $   156,683
                                  ==========   =======  ===========   ===========   ===========   ===========    ===========
</TABLE>


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

                                      F-4
<PAGE>
                             MASTERBEAT CORPORATION
                             STATEMENT OF CASH FLOWS
                 For the Years Ended December 31, 2009 and 2008

<TABLE>
<CAPTION>

                                                                      2009                  2008
                                                                   -----------           -----------
<S>                                                                <C>                   <C>
OPERATING ACTIVITIES
  Net loss                                                         $(1,298,220)          $(1,257,439)
  Adjustments to reconcile net loss to net
   cash provided by operating activities:
     Amortization and depreciation                                      81,610                80,423
  Changes in operating assets and liabilities:
     Increase in accounts receivable                                   (16,974)              (64,550)
     Increease in prepaid expenses                                     (25,000)                   --
     Increase in deposits                                                   --               (15,000)
     Increase in accounts payable and accrued liabilities                4,457               251,677
                                                                   -----------           -----------
          NET CASH USED BY OPERATING ACTIVITIES                     (1,254,127)           (1,004,889)
                                                                   -----------           -----------
INVESTING ACTIVITIES
  Acquisition of fixed assets                                          (16,770)             (166,150)
  Investment in intangible asset                                            --              (312,500)
                                                                   -----------           -----------
          NET CASH USED BY INVESTING ACTIVITIES                        (16,770)             (478,650)
                                                                   -----------           -----------
FINANCING ACTIVITIES
  Members' contribution in recapitalization                          1,167,306             1,470,036
  Short-term borrowings-related party                                  200,000                    --
  Proceeds from stock subscriptions                                     75,000                    --
                                                                   -----------           -----------
          NET CASH PROVIDED BY FINANCING ACTIVITIES                  1,442,306             1,470,036
                                                                   -----------           -----------

NET DECREASE IN CASH DURING YEAR                                       171,409               (13,503)

CASH (OVERDRAFT), BEGINNING OF YEAR                                    (13,503)                   --
                                                                   -----------           -----------

CASH (OVERDRAFT), END OF YEAR                                      $   157,906           $   (13,503)
                                                                   ===========           ===========
SUPPLEMENTAL DISCLOSURES
  Interest paid                                                    $        --           $        --
                                                                   ===========           ===========
</TABLE>


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

                                      F-5
<PAGE>
                             MASTERBEAT CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                             As of December 31, 2009


NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

Masterbeat  Corporation  ("Masterbeat" or the "Company") was incorporated in the
state of Delaware on May 17, 2007 as Green Mountain  Recovery,  Inc. On December
18, 2009,  Masterbeat  Corporation  entered into a Share Exchange Agreement (the
"Exchange  Agreement")  with  Masterbeat,  LLC,  formerly a  California  Limited
Liability company.  Pursuant to the terms of the Share Exchange  Agreement,  the
members of Masterbeat,  LLC agreed to transfer all of the issued and outstanding
limited  liability  units in Masterbeat,  LLC to the Company in exchange for the
issuance of an aggregate of 8,500,000 shares of Company's common stock,  thereby
causing Masterbeat, LLC to become a wholly-owned subsidiary of the Company.

The stock exchange  transaction has been accounted for as a reverse  acquisition
and recapitalization of Masterbeat Corporation whereby Masterbeat, LLC is deemed
to be the accounting acquirer (legal acquiree) and Masterbeat  Corporation to be
the  accounting  acquiree  (legal  acquirer).   The  accompanying   consolidated
financial  statements are in substance those of Masterbeat,  LLC with the assets
and  liabilities,  and revenues and expenses,  of Masterbeat  Corporation  being
included  effective  from  the date of stock  exchange  transaction.  Masterbeat
Corporation is deemed to be a continuation  of the business of Masterbeat,  LLC.
Accordingly,  the accompanying  consolidated  financial  statements  include the
following:

     (1)  the  balance  sheet  consists  of the  net  assets  of the  accounting
          acquirer at historical cost;

     (2)  the financial position,  results of operations,  and cash flows of the
          acquirer  for all periods  presented  as if the  recapitalization  had
          occurred at the beginning of the earliest period presented.

Immediately following the closing of the Share Exchange Agreement,  the combined
company  changed its name to Masterbeat  Corporation.  The  Masterbeat,  LLC was
dissolved  but  its  business  will  carry  on  through  its  operating   units,
Masterbeat.com, posterprintship.com and circuitticket.com.

Masterbeat.com is an online digital music store specializing in "Hip-Hop", dance
and electronica  music. The website features  hard-to-obtain  remixes from major
record labels as well as music from independent labels worldwide. Masterbeat.com
also  produces  large scale dance events  under its "Powered by  Masterbeat.com"
name.  Posterprintshop.com  is a  quick-turnaround  online  printing  store that
provides  photo  enlargement  services  and the  printing of posters,  signs and
banners.   Circuitticket.com  is  a  full  service  ticketing  site  capable  of
sequencing,  tracking,  printing and delivering  high quality ticket stubs for a
wide array of events, parties, festivals, concerts and other gatherings.

                                      F-6
<PAGE>
                             MASTERBEAT CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                             As of December 31, 2009


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION:
The  accompanying  financial  statements  of the Company  have been  prepared in
accordance with generally accepted accounting principles in the United States.

USE OF ESTIMATES:
The presentation of financial  statements in conformity with generally  accepted
accounting principles 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 statement. Actual
results could differ from those estimates.

CASH AND CASH EQUIVALENTS:
Cash and cash equivalents include all highly liquid investments with an original
maturity of three months or less. At various  times during the fiscal year,  the
Company's  cash and cash  equivalents  in bank balances may exceed the federally
insured limits.

ACCOUNTS RECEIVABLE:
Accounts  receivable  consist mainly of unprocessed credit card sales from music
downloads,  event ticket sales and online poster sales. The Company  establishes
an  allowance  for  uncollectable  accounts  receivable  based  on  the  age  of
outstanding  invoices  and  management's  evaluation  of the  collectability  of
outstanding balances.

FIXED ASSETS:
Fixed  assets,  consisting  mainly of computer  equipment,  software  and office
equipment and furniture,  are stated at cost,  net of  accumulated  depreciation
which is calculated  using the  straight-line  method over the estimated  useful
lives generally ranging from 5 to 7 years.

WEB SITE DEVELOPMENT COSTS:
(Included in ASC 350 "Intangibles -- Goodwill and Other",  previously SOP 98-01,
"Accounting  for the  Costs of  Computer  Software  Developed  or  Obtained  for
Internal Use" and EITF 00-02, "Accounting for Web Site Development Costs)

The  Company  has  incurred  internal  web site  development  costs  during  the
development,  implementation  and operational  stages of its web site.  Specific
activities  include  initial  planning  and  research,  coordination  of design,
engineering,  integration  and design  modifications,  web site  customizing and
revisions,  etc. These costs were expensed or capitalized in accordance with ASC
350-40 and ASC 350-50.

The useful life  assigned  to the  Company's  internal-use  website was based on
management's  assessment regarding the technology,  obsolescence and the ability

                                      F-7
<PAGE>
                             MASTERBEAT CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                             As of December 31, 2009


of standard maintenance and software updates to enable the website to perform at
a level consistent with market expectations and competitor's offerings.

LONG-LIVED ASSETS:
(Included in ASC 360 "Property,  Plant and Equipment",  previously SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets)

In accordance  with ASC 360-10 we evaluate our  long-lived  assets for financial
impairment  on a regular  basis.  We evaluate the  recoverability  of long-lived
assets not held for sale by measuring the carrying  amount of the assets against
the  estimated  undiscounted  future cash flows  associated  with them.  If such
evaluations indicate that the future discounted cash flows of certain long-lived
assets are not  sufficient  to recover the carrying  value of such  assets,  the
assets are adjusted to their fair values.

REVENUE RECOGNITION:
(Included in Accounting Standards Codification ("ASC") 650 "Revenue Recognition"

The Company recognizes revenue based on Account Standards  Codification  ("ASC")
605 "Revenue  Recognition"  which contains  Securities  and Exchange  Commission
Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements'
and No. 104,  "Revenue  Recognition".  In all cases,  revenue is recognized only
when the price is fixed or determinable,  persuasive  evidence of an arrangement
exists, the service is performed and collectability of the resulting  receivable
is reasonably  assured.  Revenues  transacted from on-line platforms relating to
audio download and poster printing services are recognized at the point of sale.

Agent revenues are  recognized in accordance  with ASC 605-45  (Previously  EITF
99-19,  "Reporting Revenue Gross as a Principal versus Net as an Agent").  Agent
revenues  are derived  from ticket sales where we are not the merchant of record
and  where  the  prices of our  services  are fixed at the point of sale.  Agent
revenue  is  comprised  of  service  fees and  customer  processing  fees and is
reported at the net amounts received, without any associated cost of revenue.

Amounts  billed to  customers  in sales  transactions  related to  shipping  and
handling are  classified  as revenue in accordance  with ASC 605-45  (Previously
EITF 00-10,  "Accounting for Shipping and Handling Fees and Costs").  The actual
cost to the Company is recognized as an operating expense.

FAIR VALUE OF FINANCIAL INSTRUMENTS:
The  carrying  value of cash and cash  equivalent,  accounts  receivable,  other
assets,  accounts payable and other liabilities approximate their fair value due
to the relatively short period to maturity of these instruments.

                                      F-8
<PAGE>
                             MASTERBEAT CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                             As of December 31, 2009


ADVERTISING COSTS:
Advertising costs are generally expensed as incurred and are included in selling
and marketing expenses in the accompanying  statement of operations.  During the
years ended  December 31, 2009 and 2008,  $171,058  and $219,296 of  advertising
costs were incurred, respectively.

INCOME TAXES:
Until the merger on December  18, 2009,  the company was  organized as a Limited
Liability  Company (LLC) and was treated as a partnership  for federal and state
income tax purposes.  Accordingly, all income and expenses flowed through to the
individual members' income tax returns. However, the Company was also subject to
a  California  minimum  annual  tax of $800 and an annual LLC fee based on gross
receipts.  The LLC fees  amounted  to $16,008  and  $12,596  for the years ended
December 31, 2009 and 2008,  respectively.  Since the company  operated as a LLC
for the majority of the tax year ended  December 31, 2009, its Federal and State
tax returns as a LLC.

Going  forward,  the  merged  entity  will  account  for income  taxes  based on
Accounting Standards  Codification ("ASC") 740 Income Taxes which was previously
Statement  of  Financial  Accounting  Standards  Board  Statement  of  Financial
Accounting  Standard No. 109,  "Accounting for Income Taxes"  ("Statement 109").
Under ASC 740, deferred tax assets and liabilities are recognized for the future
tax consequences  attributable to differences  between the financial  statements
carrying  amounts of existing assets and  liabilities  and their  respective tax
bases.  Deferred tax assets and liabilities are measured using enacted tax rates
expected  to apply to  taxable  income  in the  years in which  those  temporary
differences  are expected to be recovered or settled.  Under ASC 740, the effect
on deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES:
Accounts  payable and accrued  liabilities  are comprised of operating  expenses
recognized  in the  Company's  statements  of income  and  stockholders'  equity
(deficit) that remained  unpaid at the Company's  year-end  financial  reporting
date. The amounts  reported in the balance sheet have payment terms of 12 months
or less.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS:
In December  2007, the Financial  Accounting  Standards  Board  ("FASB")  issued
Accounting Standards Codification ("ASC") 805 (Previously Statement of Financial
Accounting Standards ("SFAS") No. 141(R), Business Combinations,  which replaces
SFAS No.  141).  ASC 805  establishes  principles  and  requirements  for how an
acquirer  recognizes and measures in its financial  statements the  identifiable
assets acquired,  the liabilities assumed,  any non-controlling  interest in the
acquiree and the goodwill  acquired.  The statement also establishes  disclosure
requirements  which will  enable  users to  evaluate  the  nature and  financial
effects of the  business  combination.  ASC 805 is effective  for calendar  year
companies on January 1, 2009. We do not anticipate  that the adoption of ASC 805

                                      F-9
<PAGE>
                             MASTERBEAT CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                             As of December 31, 2009


will have a  material  effect  on  accounting  for  business  combinations  once
adopted, but the effect is dependent upon acquisitions at that time.

In March 2008, the FASB issued ASC 815-10 (Previously SFAS No. 161,  Disclosures
about Derivative  Instruments and Hedging Activities,  and amendment of SFAS No.
133). This statement will require  additional  disclosures  about how and why we
use derivative  financial  instruments,  how derivative  instruments and related
hedged  items  are  accounted  for  under  ASC 815  (Previously  SFAS  No.  133,
"Accounting for Derivative  Instruments and Hedging Activities",  as amended and
interpreted), and how derivative instruments and related hedged items affect our
financial  position,  results  of  operations,  and cash  flows.  ASC  815-10 is
effective for financial  statements  issued for fiscal years and interim periods
beginning after November 15, 2008; however early adoption is encouraged,  as are
comparative disclosures for earlier periods. We do not believe that the adoption
of ASC 815-10 will have a material impact on our financial statements.

In April 2008,  the FASB issued ASC 350-30  (Previously  FASB Staff Position No.
142-3, Determination of the Useful Life of Intangible Assets). ASC 350-30 amends
the  factors  that  should be  considered  in  developing  renewal or  extension
assumptions  used to determine the useful life of a recognized  intangible asset
under ASC 350 (Previously SFAS No. 142, "Goodwill and Other Intangible  Assets")
and also requires expanded disclosure related to the determination of intangible
asset useful  lives.  ASC 350-30 is effective for fiscal years  beginning  after
December 15, 2008. Early adoption is prohibited.  We do not believe the adoption
of ASC 350-30 will have a material impact on our financial statements.

In May  2009,  the  FASB  issued  FASB ASC  855-10  (Previously  SFAS  No.  165,
"Subsequent Events"). ASC 855-10 established general standards of accounting for
and  disclosure  of events that occur  after the  balance  sheet date but before
financial  statements  are issued.  FASB ASC 855-10 is effective  for interim or
annual  financial  periods  ending  after June 15,  2009.  We do not believe the
adoption of ASC 350-30 will have a material impact on our financial statements.

RECENT ACCOUNTING LITERATURE - FASB ACCOUNTING STANDARDS CODIFICATION

(Accounting Standards Update ("ASU") No. 2009-01)

In June 2009, FASB approved the FASB  Accounting  Standards  Codification  ("the
Codification") as the single source of authoritative  nongovernmental  GAAP. All
existing  accounting  standard  documents,  such as FASB,  American Institute of
Certified  Public  Accountants,  Emerging  Issues  Task Force and other  related
literature,  excluding  guidance  from the  Securities  and Exchange  Commission
("SEC"), have been superseded by the Codification.  All other non-grandfathered,
non-SEC  accounting  literature  not  included  in the  Codification  has become
nonauthoritative. The Codification did not change GAAP, but instead introduced a
new structure that combines all  authoritative  standards into a  comprehensive,
topically  organized online database.  The Codification is effective for interim
or annual  periods  ending after  September 15, 2009,  and impacts the Company's

                                      F-10
<PAGE>
                             MASTERBEAT CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                             As of December 31, 2009


financial  statements  as all  future  references  to  authoritative  accounting
literature  will be referenced in accordance with the  Codification.  There have
been  no  changes  to the  content  of the  Company's  financial  statements  or
disclosures as a result of implementing the  Codification  during the year ended
December 31, 2009.

As a result of the Company's  implementation of the Codification during the year
ended December 31, 2009,  previous  references to new  accounting  standards and
literature are no longer applicable.  In the current year financial  statements,
the Company  will  provide  reference  to both new and old guidance to assist in
understanding   the  impacts  of   recently   adopted   accounting   literature,
particularly for guidance adopted since the beginning of the current fiscal year
but prior to the  Codification.  The  adoption of FASB ASC 105-10 did not have a
significant effect on the Company's consolidated financial statements.

In June  2009,  the FASB  issued  guidance  under ASC 860  (Prior  authoritative
literature: SFAS No. 166, "Accounting for Transfers of Financial Assets"), which
will require more  information  about  transfer of financial  assets,  including
securitization transactions,  and where entities have continuing exposure to the
risks related to transferred  financial  assets.  It eliminates the concept of a
"qualifying  special-purpose entity", changes the requirements for derecognizing
financial assets and requires additional disclosures. This ASC will be effective
for fiscal years  beginning  after November 15, 2009. The Company will adopt the
provision of this ASC effective January 1, 2010 and is currently  evaluation the
impact, if any, on its financial statements.

NOTE 3 - COMMITMENTS AND CONTINGENCIES

LEASES:
The Company has entered into a property lease agreement to lease office space in
a City of Los Angeles,  California office complex.  The lease term expires after
five years and each year's base rent is increased  by the  consumer  price index
for Urban Wage  Earners and  Clerical  Workers for Los  Angeles,  Riverside  and
Orange County per the Consumer Price Index of the Bureau of Labor  Statistics of
the U.S.  Department  of Labor.  In addition to base rent the company is charged
common area maintenance (CAM) which varies on a month to month basis. Management
estimates  the monthly CAM expense to be $2,100.  The Company also rents parking
spaces from the lessor at a monthly cost of $510.  Management  estimates  future
minimum lease payments for the remaining  years under lease to  approximate  the
annual expense incurred for the years ended December 31, 2009 and 2008,  subject
to increases in the base rent based on consumer price index adjustments.

                                      F-11
<PAGE>
                             MASTERBEAT CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                             As of December 31, 2009


The following  schedule of future estimated  rental payments  required under the
lease as of December 31, 2009:

          Year Ending December 31,                           Amount
          ------------------------                           ------

                  2010                                    $  95,038
                  2011                                    $  95,038
                  2012                                    $  95,038
                  2013                                    $  95,038
                  ----                                    ---------

                                                 Total:   $ 380,152
                                                          =========

The total  property lease expense for the years ended December 31, 2009 and 2008
amounted to $95,038 and $111,719, respectively.

CONTINGENCIES:
From time to time, the Company may become involved in litigation matters arising
in the ordinary course of business.

NOTE 4 - GOING CONCERN

Our  financial  statements  have  been  prepared  on  the  basis  of  accounting
principles  applicable  to a going  concern.  As a result,  they do not  include
adjustments  that would be  necessary  if we were  unable to continue as a going
concern and would  therefore be obligated to realize  assets and  discharge  our
liabilities  other than in the normal course of operations.  As reflected in the
accompanying financial statements, the Company has used cash flows in operations
of $1,254,127  and $1,004,889 for the years ended December 31, 2009 and December
31,  2008  respectively  and has an  accumulated  deficit  of  $2,555,659  as of
December  31,  2009.  For the years  December  31,  2009 and 2008,  the  Company
incurred net losses of  $1,298,220  and  $1,257,439,  respectively.  This raises
substantial doubt about its ability to continue as a going concern.  The ability
of the Company to  continue as a going  concern is  dependent  on the  Company's
ability to raise additional capital and implement its business plan.  Management
believes  that actions  presently  being taken to raise capital will provide the
opportunity for the Company to continue as a going concern.

                                      F-12
<PAGE>
                             MASTERBEAT CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                             As of December 31, 2009


NOTE 5 - FIXED ASSETS

Fixed assets at December 31, 2009 and 2008 consisted of the following:

                                                2009                2008
                                             ---------           ---------

    Computer Equipment                       $  75,355           $  58,585
    Software                                    49,282              49,282
    Office Equipment and Furniture              58,283              58,283
                                             ---------           ---------
                                               182,920             166,150

    Less:  Accumulated depreciation            (87,072)            (44,609)
                                             ---------           ---------

                                             $  95,848           $ 121,541
                                             =========           =========

Depreciation  expense for the years ended December 31, 2009 and 2008 amounted to
$42,463 and $44,609, respectively.

NOTE 6 - INTANGIBLE ASSET

The Company  engaged an independent  third party to develop a website  providing
consumers  the ability to purchase  and  download  audio  tracks or albums.  The
website  offers a "consumer  friendly"  platform that provides a customer with a
full range of services  including  the ability to preview  tracks  before buying
them, read reviews, view top sellers and obtain information about live events on
the horizon. The website was further developed to communicate with the Company's
internal  accounting  software and the Company's  external credit card processor
making the point of sale process completely automated.

In accordance with ASC 350-40  (Previously SOP 98-01,  "Accounting for the Costs
of Computer  Software  Developed or Obtained  for Internal  Use") and ASC 350-50
(Previously EITF 00-02, "Accounting for Web Site Development Costs"), management
grouped the costs incurred at each stage of the  development  and determined the
useful life to amortize the costs over.  Through  December 31, 2008,  management
determined  that an aggregate  $312,500 of the costs incurred in the development
and enhancement of its internal-use  website should be capitalized.  The Company
has classified  $78,971 of the capitalized  amount as being  "software  related"
with a useful life of 5 years, $183,529 as "hardware related" with a useful life
of 10 years and $50,000 as being significant  improvements with a useful life of
10 years.

The  Company's  website was  launched  in January of 2008 and final  delivery of
source fields and project  assets were obtained  during the 1st Quarter of 2008.
For ease of financial  reporting,  the Company began  amortizing the capitalized
costs as of January 1, 2008. The $50,000  allocated to significant  improvements

                                      F-13
<PAGE>
                             MASTERBEAT CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                             As of December 31, 2009


was completed on September 1, 2008. The Company will amortize  capitalized costs
using the straight-line method over the useful life of the asset.

The following table  summarizes the allocation of capitalized  costs, the useful
life estimation and the amount amortized as of December 31, 2009:

<TABLE>
<CAPTION>
                    Gross Amount   Useful       Completion       Accumulated    Net Amount
                    Capitalized     Life           Date          Amortization   Capitalized
                    -----------    -----           ----          ------------   -----------
<S>                 <C>             <C>          <C>            <C>           <C>
Software  Costs     $ 78,971        5 yrs     January 1, 2008        $ 31,588      $ 47,383

Hardware Costs       183,529       10 yrs     January 1, 2008          36,706       146,823

Improvements          50,000       10 yrs     September 1, 2008         6,667        43,333
                   ----------                                        --------      --------

Total               $312,500                                         $ 74,961      $237,539
                   ==========                                        ========      ========
</TABLE>

NOTE 7 - EVALUATION OF LONG-LIVED ASSET

In accordance  with FASB ASC 360-10,  "Accounting for the Impairment or Disposal
of Long-Lived  Assets",  Management  evaluates the  recoverability of long-lived
assets on an annual basis. No impairment  adjustments were determined  necessary
as of December 31, 2009.

NOTE 8 - NOTES PAYABLE-RELATED PARTY

On December 15, 2009 the Company  entered into short-term  lending  arrangements
with the  mother of Jon  Biondo,  its  shareholder  and Board  Member.  The note
payable provides  $100,000 for 41 days maturing on January 25, 2010 and pays 15%
interest.  There is no penalty or premium for prepayment of this obligation.  In
the event that the holder of this note does not  receive  full  amount due on or
before the maturity  date,  interest  will continue to accrue at the rate of 15%
per annum compounded  annually.  Additionally a late charge of 5% of the overdue
payment shall be paid.  This note shall be governed in accordance  with the laws
of the State of New York.

On December 15, 2009 the Company  entered into short-term  lending  arrangements
with Jon Biondo,  its  shareholder and Board Member.  The note payable  provides
$100,000 for 168 days maturing on June 1, 2010 and pays 15%  interest.  There is
no penalty or premium for prepayment of this  obligation.  In the event that the
holder of this note does not receive  full amount due on or before the  maturity
date,  interest will continue to accrue at the rate of 15% per annum  compounded
annually. Additionally a late charge of 5% of the overdue payment shall be paid.
This note  shall be  governed  in  accordance  with the laws of the State of New
York.

                                      F-14
<PAGE>
                             MASTERBEAT CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                             As of December 31, 2009


NOTE 9 - STOCKHOLDERS EQUITY

(A) Stock Issued in Share Exchange

On December  18, 2009 the Company  issued  8,500,000  shares of common  stock in
consideration  as part of the share exchange  agreement  between the Company and
Masterbeat, LLC. (See Note 1)

NOTE 10 - STOCK SUBSCRIPTION

On December 16, 2010 a stock  subscription  agreement  was executed  between the
Company and David Matusz, an accredited  investor,  for Common Stock, $.0001 par
value,  in  consideration  of payment of  $50,000.  The number of shares will be
determined  and  calculated  by dividing  the purchase  price by the  Contract's
Average Per Share Price. The Contract's  Average Per Share Price is one half the
average of the daily  closing per share  price of the company  stock on the Over
The Counter  Bulletin  Board for the first thirty  trading days of the Company's
stock  commencing on the first trading date following the closing of the reverse
merger  between  the  Company  and  Masterbeat,  LLC.  The  transaction  will be
consummated upon the delivery of the shares to the subscriber. The share offered
are  "restricted  shares" under the  Securities Act of 1933 and cannot be resold
publically except in compliance with Rule 144 or unless subsequently registered.

On December 16, 2010 a stock  subscription  agreement  was executed  between the
Company and Sean O'Keefe, an accredited  investor,  for Common Stock, $.0001 par
value,  in  consideration  of payment of  $25,000.  The number of shares will be
determined  and  calculated  by dividing  the purchase  price by the  Contract's
Average Per Share Price. The Contract's  Average Per Share Price is one half the
average of the daily  closing per share  price of the company  stock on the Over
The Counter  Bulletin  Board for the first thirty  trading days of the Company's
stock  commencing on the first trading date following the closing of the reverse
merger  between  the  Company  and  Masterbeat,  LLC.  The  transaction  will be
consummated upon the delivery of the shares to the subscriber. The share offered
are  "restricted  shares" under the  Securities Act of 1933 and cannot be resold
publically except in compliance with Rule 144 or unless subsequently registered.

                                      F-15
<PAGE>
                             MASTERBEAT CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                             As of December 31, 2009


NOTE 11 - SUBSEQUENT EVENTS

(Included in Accounting Standards  Codification ("ASC") 855 "Subsequent Events",
previously SFAS No. 165 "Subsequent Events")

SFAS No. 165 established  general  standards of accounting for and disclosure of
events  that occur  after the  balance  sheet  date,  but  before the  financial
statements are issued or available to be issued ("subsequent events"). An entity
is required to  disclose  the date  through  which  subsequent  events have been
evaluated and the basis for that date. For public entities, this is the date the
financial  statements  are  issued.  SFAS No.  165 does not apply to  subsequent
events or  transactions  that are  within  the  scope of other  GAAP and did not
result in significant  changes in the subsequent events reported by the Company.
SFAS No. 165 became  effective for interim or annual  periods  ending after June
15, 2009 and did not impact the Company's financial statements.

The Company has evaluated  subsequent events through April 9, 2010, the date its
financial statements were issued.

COMMON STOCK ISSUED FOR CASH - STOCK SUBSCRIPTION

On March 23, 2010, the Company issued 135,135 shares of common stock for cash of
$75,000 ($0.555 per share) pursuant to the Stock  Subscription  Agreements dated
December 16, 2010. (See Note 10)

COMMON STOCK ISSUED FOR SERVICES

On March 23,  2010,  the Company  issued  93,500  shares of common  stock for in
exchange for services valued at $121,550 ($1.30 per share).

COMMON STOCK ISSUED FOR DEBT

On April 5, 2010, an agreement was executed between  Masterbeat  Corporation and
Kathryn Travis with respect to the Promissory Note dated December 15, 2009. This
agreement provides for the conversion of the Promissory Note into 180,180 shares
of common stock of  Masterbeat  Corporation  at the price of $0.555 per share in
full consideration of all principal and interest due on the note.

                                      F-16