UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D.C.
20549


Form
10-K


þAnnual Report Pursuant to
Section 13 or 15(d) ofthe Securities Exchange Act of
1934


For
the Fiscal Year Ended June 30,
2008


or


oTransition Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934


For
the transition period from ________________________ to
_________________________


Commission
File No. 333-145659


N8
Concepts, Inc.
 (Exact name of
registrant as specified in its charter)


Colorado
              (State
      or other jurisdiction of
              incorporation
      or organization)
            
            20-8677788
              (I.R.S.
      Employer
              Identification
      No.)




1869 W. Littleton Blvd., Littleton,
Colorado 80120


(Address
of principal executive offices)


Registrant's
telephone number, including area code:  (303) 738-8994





Securities
Registered Pursuant to Section 12(b) of the Act: None


Name
      of each exchangeTitle of each
      class
            
            On
      which registered(None)
            
            (None)







Securities
Registered Pursuant to Section 12(g) of the Act:


None





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  YesoNoþ





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange Act.  YesoNoþ





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes
þ  No
o





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.  þ


Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
 Large accelerated filer o    Accelerated
filer  o    Non-accelerated
filer  oSmaller reporting
company  þ





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). YesþNoo





The
aggregate market value of voting and non-voting common equity held by
non-affiliates of the registrant on June 30, 2008 was $0.00.  The
number of shares outstanding of the registrant's common stock on June 30, 2008
was as follows: 6,500,000shares.


3


N8
Concepts, Inc.




FORM
10-K


FOR
THE YEAR ENDED JUNE 30, 2008





TABLE
OF CONTENTS




Page
              No.PART
      IItem
      1.
            Business
            1Item
      1A.
            Risk
      Factors
            2Item
      1B.
            Unresolved
      Staff Comments
            2Item
      2.
            Properties
            2Item
      3.
            Legal
      Proceedings
            2Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            2PART
      IIItem
      5.
            Market
      for Registrant's Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
            2Item
      6.
            Selected
      Financial Data
            3Item
      7.
            Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
            4Item
      8.
            Financial
      Statements and Supplementary Data
            5Item
      9.
            Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
            18Item
      9A.
            Controls
      and Procedures
            18Item
      9B.
            Other
      Information
            18PART
      IIIItem
      10.
            Directors,
      Executive Officers and Corporate Governance
            18Item
      11.
            Executive
      Compensation
            19Item
      12.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
            20Item
      13.
            Certain
      Relationships and Related Transactions and Director
      Independence
            20Item
      14.
            Principal
      Accountant Fees and Services
            20PART
      IVItem
      15.
            Exhibits
      and Financial Statement Schedules
            21Signatures
            
            22













Forward-Looking
Information





This
Annual Report on Form 10-K contains certain statements that are, or may be
deemed to be, “forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and are
made in reliance upon the protections provided by such acts for forward-looking
statements.  Such statements are not based on historical fact, but are
based upon numerous assumptions about future conditions that may not
occur.  Forward-looking statements are generally identifiable by use
of forward-looking words such as “may,” “will,” “should,” “intend,” “estimate,”
“believe,” “expect,” “anticipate,” “project” and similar
expressions.  Readers are cautioned not to place undue reliance on any
forward-looking statements made by us or on our behalf.  Any such
statement speaks only as of the date the statement was made.  We do
not undertake any obligation to publicly update or correct any forward-looking
statements to reflect events or circumstances that subsequently occur, or of
which we hereafter become aware.  Actual events, transactions and
results may materially differ from the anticipated events, transactions or
results described in such statements.  These forward-looking
statements are necessarily estimates reflecting the best judgment of our
management and involve a number of risks and uncertainties, some of which may be
beyond our control, that could cause actual results to differ materially from
those suggested by the forward-looking statements, including, without
limitation:








·
            the
      pace and sustainability of acceptance of our
  brands;




·
            our
      ability to compete in a crowded business space with low barriers to
      entry;




·
            our
      ability to generate sustainable revenues and profits through sales by
      means of limited sales channels, namely, the
  Internet;




·
            changing
      retail environments and fashion trends in the athletic apparel industry;
      and




·
            changes in the level
      of consumer discretionary spending for sports logo apparel in view of
      general economic conditions;




We cannot be certain that our business
strategy will be successful or that we will successfully address these and other
challenges, risks, and uncertainties.  For a further list and
description of various risks, relevant factors, and uncertainties that could
cause future results or events to differ materially from those expressed or
implied in our forward-looking statements, see the “Risk Factors” section
contained in the prospectus prepared in connection with our initial public
offering and other filings with the SEC.





PART
I


ITEM
1. BUSINESS.





N8 Concepts,
Inc. (“we” or the “Company”) was formed as a Colorado corporation on March 21,
2007.  Its principal office is currently located at 1869 W. Littleton
Blvd., Littleton, Colorado 80120. The Company’s telephone number is
303.738.8994. The Company’s fax number is 303.347.8763.
 
 The
Company’s primary initial focus was developing lines of merchandise centered on
the Company’s proprietary logos, which include NEVER LAY UP®, POLICE THE
CREASE®. RailRatTM, Red NumbersTM, Golf Your BallTM, WhoopsTM, and
Whoop-de-do.TM  The Company’s main source of distribution has been
through word of mouth and the Internet. The Company focuses on developing a line
of primarily athletic and casual apparel and accessories.


Now that we have successfully navigated
some of our proprietary brands through the United States Patent and Trademark
Office, we intend to begin the process of leveraging those Brands to expand into
other types of licensing relationships with larger more established apparel and
equipment companies who operate in the logo specific space in which the
particular Brand might appeal.








-
1 -





Access
to Our Information




We file
annual, quarterly and special reports, proxy statements and other information
with the SEC. Our SEC filings are available to the public over the Internet at
the SEC's website at http://www.sec.gov. The public may also read and copy any
document we file at the SEC's public reference room located at 100 F Street,
N.E., Washington, D.C. 20549 on official business days during the hours of 10:00
am to 3:00 pm. Please call the SEC at 1-800-SEC-0330 for further information on
the operation of the public reference room.


We
encourage the public to read our periodic reports and statements. Copies of
these filings, as well as any future filings, may be obtained, at no cost by
writing to Ms. Michele Over at our principal executive
offices.




ITEM
1A.  RISK FACTORS.





(Not
applicable)





ITEM 1B. UNRESOLVED STAFF COMMENTS.





(Not
applicable)





ITEM 2.
PROPERTIES.





The
Company current owns no physical property such as real estate.  The
Company currently leases office space from James Watson, its president, at the
rate of $300.00 per month.  The Company’s only non cash assets are its
websites and trademarks rights.
 
 ITEM 3. LEGAL
PROCEEDINGS.
 
 During the period, the Company
finalized its negotiations with Callaway Golf Company over its use of the Never
Lay Up trademark. The Company’s management determined that it was in its best
interest to enter into a Coexistence Agreement with Callaway, which enables the
Company to continueto pursue its trademark under
International Class 25 - Clothing and Apparel without any interference from
Callaway. Likewise, the Company agreed to allow Callaway to continue
unencumbered its pursuit of a trademark under International Class 28 – Sports
Equipment.


ITEM 3. LEGAL
PROCEEDINGS.





During the period, the Company
finalized its negotiations with Callaway Golf Company over its use of the Never
Lay Up trademark. The Company’s management determined that it was in its best
interest to enter into a Coexistence Agreement with Callaway, which enables the
Company tocontinueto pursue its trademark under
International Class 25 - Clothing and Apparel without any interference from
Callaway. Likewise, the Company agreed to allow Callaway to continue
unencumbered its pursuit of a trademark under International Class 28 – Sports
Equipment.(See Agreement
Attached as ExhibitA)




At this
time, the Company is unaware of any other legal proceedings to which it is a
potential party.





ITEM 4. SUBMISSION OF
MATTERS TO A VOTE OF SECURITY HOLDERS.





No
matters were submitted during the fourth quarter of our fiscal year ended June
30, 2008 to a vote of our stockholders.





PART
II





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





Our
common stock has been eligible to be quoted on the OTC Bulletin Board since
August 8, 2008, and there is no established public trading market for our stock.
Our trading symbol is NECO.





The table below sets forth, for the quarterly periods indicated, range of high
and low bid information for our common stock for the periods
indicated.





-
2 -








High
      ($)
            
            Low
      ($)Fiscal
      Year Ended 2008Company
      Not Eligible For Trading During Period
            
            N/A
            
            N/A





As
of June 30, 2008 there were approximately thirty-eight (38) holders of record of
our common stock. We have not declared or paid any cash dividends on our common
stock and do not anticipate declaring or paying any cash dividends in the
foreseeable future. We currently expect to retain future earnings, if any, for
the development of our business. Dividends may be paid on our common stock only
if and when declared by our Board of Directors. We have not repurchased any
shares that were outstanding and we have no Treasury Stock.





Securities Authorized for Issuance
Under Equity Compensation Plans





The
company has no authorized Equity Compensation Plan at this time.





Purchases
of Equity Securities by the Issuer and Affiliated Purchasers





We
did not purchase any outstanding shares of our stock during our fiscal year
ended June 30, 2008.





Recent
Sales of Unregistered Securities; Use of Proceeds from Registered
Securities




Since our
inception on March 21, 2007, we have issued and sold an aggregate of
5,500,000shares of
our common stock without registration. We initially issued and sold 5,000,000
shares of common stock to our founders for an aggregate consideration of $5,000.
Beginning in May, 2007 we issued and sold an additional 500,000 shares of our
common stock to an aggregate of six (6) investors for an aggregate consideration
of $25,000 in cash. We relied on Sections 4(2) and 4(6) of the Securities Act.
All investors in our offering completed subscription agreements in which they
represented that they were "accredited investors," as that term is defined in
Section 4(6) and Rule 501 of Regulation D.  All investors were
provided with a memorandum containing information necessary for them to make an
informed investment decision regarding their investments in the
registrant.  No general solicitation or general advertising was
utilized in the offer and sale of our common stock in our private
offering.
 
 On August
23, 2007, we filed a registration statement for our initial public offering (our
"IPO") under the Securities Act to register the sale and issuance of 1,000,000
shares of our common stock to be issued by us and for the resale of 500,000
shares of our common stock held by certain of our shareholders.  That
registration statement was declared effective by the SEC on February 11, 2008,
and we sold all of the 1,000,000 shares of common stock that were registered for
sale by us.  These shares were sold for $0.075 per share, resulting in
gross proceeds to us of $75,000.  The shares were not sold by any
underwriters, but were sold on our behalf by our officers and directors, and no
commissions were paid to any of our officers, directors (or their associates),
affiliates, or persons owning 10% or more of any of our
securities.  Net of expenses, our IPO resulted in proceeds to us of
$22,500.  We used these net proceeds for operating costs, marketing,
website development, product development and inventory and professional
services.


ITEM 6. SELECTED FINANCIAL
DATA





(Not
applicable)





-
3 -





ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.





Twelve
Months Ended June 30, 2008 as compared to Twelve Months Ended June 30,
2007





The
following table sets forth, for the periods indicated, certain information
related to our operations, expressed in dollars:





Statement
of Operations





Period
      endedJune
      30, 2008Revenue
            
            $
            5,119.00Cost
      of Goods Sold
            
            $
            6,258.00Gross
      Profit
            
            $
            (1,139.00
            )Selling,
      General and Administrative Expenses
            
            $
            49,563.00Net
      Operating Profit (Loss)
            
            $
            (50,702.00
            )





N8 was
incorporated on March 21, 2007 and began operations in May 2007. Between its
inception and June 30, 2007 N8 had gross revenues from the sale of merchandise
of approximately $2,462 and gross profit of approximately
($1,904).  During the period from inception to fiscal year ended June
30, 2008 N8's gross revenue was $7,581 and gross profit was
($3,043).





During
the year ended June 30, 2008 N8 had gross revenues from the sale of merchandise
of $5,119 and its gross profit was ($1,139). N8's gross profit has gradually
increased as a percentage of sales due to operating efficiencies and fewer
set-up costs.





During
the period from inception (March 21, 2007 through June 30, 2007) N8's operations
used $11,195 in cash. Capital was provided by the sale of 5,000,000 shares of
common stock to our two Officers & Directors at a cost of $.001 per share,
or $5,000 and the partial sale to private investors of 450,000 shares of N8's
common stock at a price of $0.05 per share, or $22,500 for the
period.





During
the year ended June 30, 2008, N8's operations used $44,613 in cash. N8 satisfied
its capital requirements with the sale in its initial public offering of
1,000,000 shares of its common stock at $.075 per share, or $75,000.





N8
anticipates that its capital requirements for the twelve months ending June 30,
2009 will be:





Marketing
            
            $
            25,000Selling,
      General and Admin. Costs
            
            $
            45,000Total
            
            $
            70,000





N8 does
not anticipate that it will need to hire any additional employees during the
twelve month period ending June 30, 2009.





N8 does
not have any commitments or arrangements from any person to provide N8 with any
additional capital. If additional financing is not available when needed, N8 may
not be able to continue to operate in its present mode or N8 may need to
cease operations.




-
4 -





ITEM
7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.





(Not applicable)





ITEM 8.  FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA.








N8
CONCEPTS, INC.


(A
Development Stage Company)
 Index
to Financial Statements
 
 
 PageReport
      of Independent Registered Public Acounting Firm
              6Balance
      Sheet at June 30, 2008
              7Statements
      of Operations for the year ended June 30, 2008From
      March 21, 2007 (inception) through June 30, 2007, andfrom
      March 21, 2007 (inception) through June 30, 2008
              8Statement
      of Changes in Shareholders' Equity for the periodfrom
      March 21, 2007 (inception) through June 30, 2008
              9Statements
      of Cash Flows for the year ended June 30, 2008From
      March 21, 2007 (inception) through June 30, 2007, andfrom
      March 21, 2007 (inception) through June 30, 2008
              10Notes
      to Financial Statements
              11







-
5 -





REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








The Board
of Directors and Shareholders


N8
Concepts, Inc.:








We have
audited the balance sheet of N8 Concepts, Inc. (a development stage company) as
of June 30, 2008, and the related statements of operations, changes in
shareholders’ deficit and cash flows for the year ended June 30, 2008, for the
period from March 21, 2007 (inception) through June 30, 2007 and for the period
from March 21, 2007 (inception) through June 30, 2008.  These
financial statements are the responsibility of the Company’s
management.  Our responsibility is to express an opinion on these
financial statements based on our audit.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting.  Accordingly, we express no
such opinion.  An audit 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 audit provides 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 N8 Concepts, Inc. as of June 30,
2008, and the results of its operations and its cash flows for the year ended
June 30, 2008, for the period from March 21, 2007 (inception) through June 30,
2007 and for the period from March 21, 2007 (inception) through June 30, 2008,
in conformity with accounting principles generally accepted in the United States
of America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 1 to the
financial statements, the Company has a limited operating history and has
incurred losses since inception, which raises substantial doubt about its
ability to continue as a going concern.  Management’s plan in regard
to this matter is also discussed in Note 1.  The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.








/s/ Cordovano and Honeck
LLP


Cordovano
and Honeck LLP


Englewood,
Colorado


August
15, 2008








-
6 -





N8
Concepts, Inc.


(A
Development Stage Company)


Balance
Sheet


June
30, 2008







AssetsAssets:Cash
              
              $
              35,000Total
      current assets
              
              
              35,000Intangible
      assets:Website, less accumulated amortization of $1,013
              
              
              3,722Trademark
              
              
              2,400Deferred costs
              
              
              7,057Deposit
              
              
              250Total
      assets
              
              $
              48,429Liabilities
      and Shareholders’ EquityCurrent
      liabilities:Accounts
      payable and accrued liabilities
              
              $
              4,297Indebtedness
      to related party (Note 2)
              
              
              956Total
      current liabilities
              
              
              5,253Shareholders’
      equity (Note 4):Common
      stock, $.001 par value; 100,000,000 shares authorized,6,500,000
      shares issued and outstanding
              
              
              6,500Additional
      paid-in capital
              
              
              99,400Deficit
      accumulated during development stage
              
              
              (62,724
              )Total
      shareholders’ equity
              
              
              43,176$
              48,429




See
accompanying notes to financial statements





-
7 -







N8
Concepts, Inc.


(A
Development Stage Company)


Statements
of Operations





March
      21,
            
            
            March
      21,2007
            
            
            2007(Inception)
            
            
            (Inception)Year
      Ended
            
            
            Through
            
            
            ThroughJune
      30,
            
            
            June
      30,
            
            
            June
      30,2008
            
            
            2007
            
            
            2008Sales
            
            $
            5,119
            
            
            $
            2,462
            
            
            $
            7,581Cost
      of goods sold
            
            
            6,258
            
            
            
            4,366
            
            
            
            10,624Gross
      profit
            
            
            (1,139
            )
            
            
            (1,904
            )
            
            
            (3,043
            )Operating
      expenses:Selling,
      general and administrative expenses
            
            
            49,563
            
            
            
            9,224
            
            
            
            58,787Contributed
      rent (Note 2)
            
            
            -
            
            
            
            900
            
            
            
            900Operating
      loss
            
            
            (50,702
            )
            
            
            (12,028
            )
            
            
            (62,730
            )Other
      income:Interest
      income
            
            
            4
            
            
            
            2
            
            
            
            6Loss
      before income taxes
            
            
            (50,698
            )
            
            
            (12,026
            )
            
            
            (62,724
            )Provision
      for income taxes (Note 5)
            
            
            -
            
            
            
            -
            
            
            
            -Net
      loss
            
            $
            (50,698
            )
            
            $
            (12,026
            )
            
            $
            (62,724
            )Basic
      and diluted loss per share
            
            $
            (0.01
            )
            
            $
            (0.00
            )Weighted
      average common shares outstanding
            
            
            6,500,000
            
            
            
            5,125,000




See
accompanying notes to financial statements





-
8 -




N8
Concepts, Inc.


(A
Development Stage Company)


Statement
of Changes in Shareholders' Equity





DeficitAccumulatedAdditional
            
            
            DuringCommon
      Stock
            
            
            Paid
      in
            
            
            DevelopmentShares
            
            
            Par
      Value
            
            
            Capital
            
            
            Stage
            
            
            TotalBalance,
      March 21, 2007 (inception)
            
            
            —
            
            
            $
            —
            
            
            $
            —
            
            
            $
            —
            
            
            $
            —March
      2007, common stock sold toofficers
      ($.001/share) (Note 2)
            
            
            5,000,000
            
            
            
            5,000
            
            
            
            —
            
            
            
            —
            
            
            
            5,000May
      2007 through June 2007, commonstock
      sold in private placement offering($.05/share)
      (Note 4)
            
            
            450,000
            
            
            
            450
            
            
            
            22,050
            
            
            
            —
            
            
            
            22,500Office
      facilities contributed by an officer (Note 2)
            
            
            —
            
            
            
            —
            
            
            
            900
            
            
            
            —
            
            
            
            900Net
      loss, period ended June 30, 2007
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (12,026
            )
            
            
            (12,026
            )Balance
      at June 30, 2007
            
            
            5,450,000
            
            
            
            5,450
            
            
            
            22,950
            
            
            
            (12,026
            )
            
            
            16,374July
      2007, common stock sold in privateplacement
      offering ($.05/share) (Note 4)
            
            
            50,000
            
            
            
            50
            
            
            
            2,450
            
            
            
            —
            
            
            
            2,500February
      through April 2008, common stocksold
      pursuant to SB-2 registered offering($.075/share)
      (Note 4)
            
            
            1,000,000
            
            
            
            1,000
            
            
            
            74,000
            
            
            
            —
            
            
            
            75,000Net
      loss, year ended June 30, 2008
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (50,698
            )
            
            
            (50,698
            )Balance
      at June 30, 2008
            
            
            6,500,000
            
            
            $
            6,500
            
            
            $
            99,400
            
            
            $
            (62,724
            )
            
            $
            43,176




See
accompanying notes to financial statements





-
9 -





N8
Concepts, Inc.


(A
Development Stage Company)


Statements
of Cash Flows








March
      21,
            
            
            March
      21,2007
            
            
            2007(Inception)
            
            
            (Inception)Year
      Ended
            
            
            Through
            
            
            ThroughJune
      30,
            
            
            June
      30,
            
            
            June
      30,2008
            
            
            2007
            
            
            2008Cash
      flows from operating activities:Net
      income/loss
            
            $
            (50,698
            )
            
            $
            (12,026
            )
            
            $
            (62,724
            )Adjustments
      to reconcile net loss to net cashused
      by operating activities:Depreciation
      and amortization
            
            
            1,013
            
            
            
            —
            
            
            
            1,013Contributed
      rent
            
            
            —
            
            
            
            900
            
            
            
            900Changes
      in operating assets and liabilities:Receivables
            
            
            410
            
            
            
            (410
            )
            
            
            —Other
      assets
            
            
            (200
            )
            
            
            (50
            )
            
            
            (250
            )Accounts
      payable and accrued liabilities
            
            
            3,906
            
            
            
            391
            
            
            
            4,297Indebtedness
      to related party
            
            
            956
            
            
            
            —
            
            
            
            956Net
      cash used inoperating
      activities
            
            
            (44,613
            )
            
            
            (11,195
            )
            
            
            (55,808
            )Cash
      flows from investing activities:Payments
      for website development
            
            
            (1,500
            )
            
            
            (3,235
            )
            
            
            (4,735
            )Payments
      for trademark
            
            
            (194
            )
            
            
            (2,206
            )
            
            
            (2,400
            )Payments
      for deferred costs
            
            
            (7,057
            )
            
            
            —
            
            
            
            (7,057
            )Net
      cash used ininvesting
      activities
            
            
            (8,751
            )
            
            
            (5,441
            )
            
            
            (14,192
            )Cash
      flows from financing activities:Proceeds
      from issuance of debt
            
            
            —
            
            
            
            —
            
            
            
            —Proceeds
      from sale of common stock
            
            
            77,500
            
            
            
            27,500
            
            
            
            105,000Net
      cash provided byfinancing
      activities
            
            
            77,500
            
            
            
            27,500
            
            
            
            105,000Net
      change in cash andcash
      equivalents
            
            
            24,136
            
            
            
            10,864
            
            
            
            35,000Cash
      and cash equivalents:Beginning
      of period
            
            
            10,864
            
            
            
            —
            
            
            
            —End of period
            
            $
            35,000
            
            
            $
            10,864
            
            
            $
            35,000Supplemental
      disclosure of cash flow information:Cash
      paid during the period for:Income
      taxes
            
            $
            —
            
            
            $
            —
            
            
            $
            —Interest
            
            $
            —
            
            
            $
            —
            
            
            $
            —




See
accompanying notes to financial statements





-
10 -





N8
CONCEPTS, INC.


(A
Development Stage Company)


Notes
to Financial Statements











(1)
            Summary
      of Significant Accounting Policies





Organization
and Basis of Presentation


N8
Concepts, Inc. (the “Company”) was incorporated in the state of Colorado on
March 21, 2007.  The Company is a development stage enterprise in
accordance with Statement of Financial Accounting Standards (“SFAS”) No.
7.  While the Company is in the development stage, it has commenced
its initial operations.  The Company has registered the logos Never Lay
Up and Police The
Crease with the intention of establishing a strategic plan to introduce
and promote the logos on a line of apparel for wholesale, retail and online
distribution.





The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business.  As shown in the accompanying
financial statements, the Company is a development stage company with a limited
operating history and losses since inception.  These factors, among
others, raise substantial doubt about its ability to continue as a going
concern.





The
financial statements do not include any adjustments relating to the
recoverability and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern.  The Company’s
continuation as a going concern is dependent upon its ability to obtain
additional operating capital, complete development of its website, and
ultimately attain profitability.  The Company intends to acquire
additional operating capital through equity offerings to fund its business
plan.  There is no assurance that the Company will be successful in
raising additional funds.





Use
of Estimates


The
preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of financial statements and the
reported amounts of revenues and expenses during the reporting
period.  Actual results could differ from those
estimates.





Cash
and Cash Equivalents


The
Company considers all highly liquid securities with original maturities of three
months or less when acquired to be cash equivalents.  There were no
cash equivalents at June 30, 2008.





Financial
Instruments


The
Company’s financial instruments consist of cash, accounts payable and accrued
liabilities.  At June 30, 2008, the fair value of the Company’s
financial instruments approximate fair value due to the short-term maturity of
the instruments.





-
11 -





N8
CONCEPTS, INC.


(A
Development Stage Company)


Notes
to Financial Statements








Accounts
Receivable





Accounts
receivable consists of amounts due from customer sales.  The Company
considers accounts more than 30 days old to be past due. The Company uses
the allowance method for recognizing bad debts. When an account is deemed
uncollectible, it is written off against the allowance. The Company generally
does not require collateral for its accounts receivable.




Website
development costs




The
Company capitalizes internal and external costs incurred to develop its website
during the application development stage in accordance with Statement of
Position 98-1 (“SOP 98-1”), Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use.  Capitalized
website development costs will be amortized over an estimated life of five years
commencing on the date the website is ready for its intended use.





The
Company amortizes its website and related upgrades using the straight-line
method over three years. Estimated aggregate amortization expense for each of
the next three years is as follows:





Year
      ending June 30,2009
              
              $
              1,5782010
              
              
              1,5782011
              
              
              566$
              3,722


The
Company also follows Emerging Issues Task Force Issue No. 00-2 (“EITF 00-2”),
Accounting for Website
Development Costs.  EITF 00-2 requires the implementation of
SOP 98-1 when software is used by a vendor in providing a service to a customer
but the customer does not acquire the software or the right to use
it.





Costs
incurred during the operating stage of the website including training,
administration, maintenance, and other costs to operate the website will be
expensed as incurred.  However, costs incurred during the operating
stage that provide additional functions or features and that upgrade or enhance
the website will be capitalized.








-
12 -





N8
CONCEPTS, INC.


(A
Development Stage Company)


Notes
to Financial Statements








Impairment
of Long-Lived Assets


The
Company evaluates the carrying value of any long-lived assets under the
provisions of SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets (“SFAS 144”).  SFAS 144 requires
impairment losses to be recorded on long-lived assets used in operations when
indicators of impairment are present and the undiscounted future cash flows
estimated to be generated by those assets are less than the assets’ carrying
amount.   If such assets are impaired, the impairment to be
recognized is measured by the amount by which the carrying amount of the assets
exceeds the fair value of the assets.  Assets to be disposed of are
reported at the lower of the carrying value or fair value, less costs to
sell.







Loss
per Common Share


The
Company reports loss per share using a dual presentation of basic and diluted
loss per share. Basic loss per share excludes the impact of common stock
equivalents and is determined by dividing income available to common
shareholders by the weighted average number of common shares outstanding during
the period.  Diluted loss per share reflects the potential dilution
that could occur if securities and other contracts to issue common stock were
exercised or converted into common stock. At June 30, 2008, there were no
variances between the basic and diluted loss per share as there were no
potentially dilutive securities outstanding.





Revenue
Recognition


Sales
revenue is recognized upon the shipment of product to
customers.  Allowances for sales returns, rebates and discounts are
recorded as a component of net sales in the period the allowances are
recognized.





Income
Taxes


The
Company accounts for income taxes under the provisions of SFAS No. 109, Accounting for Income Taxes
(“SFAS 109”).  SFAS 109 requires recognition of deferred tax
liabilities and assets for the expected future tax consequences of events that
have been included in the financial statements or tax returns.  Under
this method, deferred tax liabilities and assets are determined based on the
difference between the financial statement and tax bases of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse.








-
13 -





N8
CONCEPTS, INC.


(A
Development Stage Company)


Notes
to Financial Statements








Recent
Accounting Pronouncements





In
December 2007, the FASB issued SFAS No. 141R (revised 2007) “Business
Combinations.” SFAS No. 141R establishes principles and requirements for how the
acquirer of a business recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any noncontrolling
interest in the acquiree. SFAS No. 141R also provides guidance for
recognizing and measuring the goodwill acquired in the business combination and
determines what information to disclose to enable users of the financial
statements to evaluate the nature and financial effects of the business
combination. SFAS No. 141R is effective for us beginning January 1,
2009. We are currently evaluating the potential impact, if any, of the adoption
of SFAS No. 141R on our financial statements.





In
September 2006, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 157 (“SFAS 157”), Fair Value
Measurements. SFAS 157 clarifies the principle that fair value should be based
on the assumptions market participants would use when pricing an asset or
liability and establishes a fair value hierarchy that prioritizes the
information used to develop those assumptions. Under the standard, fair value
measurements would be separately disclosed by level within the fair value
hierarchy. SFAS 157 is effective for financial statements issued for fiscal
years beginning after November 15, 2007 and interim periods within those
fiscal years, with early adoption permitted. The Company does not expect the
adoption of SFAS 157 to materially impact its financial position or results of
operations.





In
February 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 159 (“SFAS 159”), The Fair Value Option
for Financial Assets and Financial Liabilities—Including an amendment of FASB
Statement No. 115.  This Statement permits entities to choose to
measure many financial instruments and certain other items at fair value. The
objective is to improve financial reporting by providing entities with the
opportunity to mitigate volatility in reported earnings caused by measuring
related assets and liabilities differently without having to apply complex hedge
accounting provisions. This Statement is expected to expand the use of fair
value measurement, which is consistent with the Board’s long-term measurement
objectives for accounting for financial instruments.  SFAS 159 is
effective for financial statements issued for fiscal years beginning after
November 15, 2007.  The Company does not expect the adoption of
SFAS 159 to materially impact its financial position or results of
operations.








-
14 -





N8
CONCEPTS, INC.


(A
Development Stage Company)


Notes
to Financial Statements








In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements — an amendment of ARB No. 51.”SFAS No. 160 establishes accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. SFAS No. 160 requires retroactive
adoption of the presentation and disclosure requirements for existing minority
interests. All other requirements of SFAS No. 160 must be applied
prospectively. SFAS No. 160 is effective for us beginning July 1,
2009. The Company does not expect the adoption of SFAS 160 to materially impact
its financial position or results of operations.





In
March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133”(SFAS 161). SFAS 161 applies to all derivative instruments and related
hedged items accounted for under FASB Statement No. 133, Accounting for
Derivative Instruments and Hedging Activities. This Statement requires entities
to provide enhanced disclosures about how and why an entity uses derivative
instruments, how derivative instruments and related hedged items are accounted
for under Statement 133 and its related interpretations, and how derivative
instruments and related hedged items affect an entity’s financial position,
results of operations, and cash flows. SFAS No. 161 is effective for us
beginning January 1, 2009. We are currently evaluating the potential impact
of the adoption of SFAS No. 161 on our financial statements.





(2)
            Related
      Party Transactions





The
Company’s president contributed office space to the Company from inception
through June 30, 2007.  The office space was valued at $300 per month
based on the market rate in the local area and is included in the accompanying
financial statements as contributed rent expense with a corresponding credit to
additional paid-in capital.





Commencing
July 1, 2007, the Company began paying its president for the use of the office
space at a rate of $300 per month.  As of June 30, 2008 the Company
paid the president $2,700.  A balance of $900 is owed to the president
as of June 30, 2008 and is included in the accompanying financial statements as
indebtedness to related party.





During
the year ended June 30, 2008, the president paid certain selling, general and
administrative expenses on behalf of the Company.  As of June 30,
2008, the Company owed the president $56, which is included in the accompanying
financial statements as indebtedness to related party.








-
15 -





N8
CONCEPTS, INC.


(A
Development Stage Company)


Notes
to Financial Statements








During
March 2007, the Company sold 5,000,000 shares of its restricted common stock to
its two officers for $5,000 ($.001/share).





(3)      Note
Payable





On
October 1, 2007, an investor loaned the Company $10,000 in exchange for a
promissory note.  The note carried no interest rate and matured on
March 1, 2008.  The Company repaid the entire note during February
2008.





(4)      Shareholders’
Equity





During
February, March and April 2008, the Company sold 1,000,000 shares of it common
stock at a price of $.075 per share for total proceeds of
$75,000.  The offering was made pursuant to the Company’s SB-2
registration statement that became effective in February 2008.  All
sales were conducted through the Company’s officers and directors.





During
the period from May through July 2007, the Company offered for sale 500,000
shares of its common stock at a price of $0.05 per share.  The Company
sold all 500,000 shares for gross proceeds of $25,000.  The offering
was made in reliance on an exemption from registration of a trade in the United
States under Sections 4(2) and 4(6) of Regulation D of the United States
Securities Act of 1933, as amended. The Company relied upon exemptions from
registration believed by it to be available under federal and state securities
laws in connection with the offering.  All sales were conducted
through the Company’s officers and directors.





(5)      Income
Taxes





A
reconciliation of the U.S. statutory federal income tax rate to the effective
tax rate is as follows:





June
      30,
            
            
            June
      30,2008
            
            
            2007U.S.
      statutory federal rate
            
            
            15.00
            %
            
            
            15.00
            %State
      income tax rate, net of federal benefit
            
            
            3.94
            %
            
            
            3.94
            %Contributed
      rent
            
            
            0.00
            %
            
            
            -1.42
            %Net
      operating loss for which no tax benefit
            
            
            -18.94
            %
            
            
            -17.52
            %0.00
            %
            
            
            0.00
            %







-
16 -





N8
CONCEPTS, INC.


(A
Development Stage Company)


Notes
to Financial Statements








At June
30, 2008, deferred tax assets consisted of a net tax asset of $11,707, due to
operating loss carryforwards of $61,824, which was fully allowed for in the
valuation allowance of $11,707.  The valuation allowance offsets the
net deferred tax asset for which there is no assurance of
recovery.  The change in the valuation allowance for the year ended
June 30, 2008 and the period from March 21, 2007 (inception) through June 30,
2007 totaled $9,600 and $2,107, respectively.  The current tax benefit
for the year ended June 30, 2008 and the period from March 21, 2007 (inception)
through June 30, 2007 also totaled $9,600 and $2,107,
respectively.  The net operating loss carryforward expires through the
year 2028.





The
valuation allowance will be evaluated at the end of each year, considering
positive and negative evidence about whether the deferred tax asset will be
realized.  At that time, the allowance will either be increased or
reduced; reduction could result in the complete elimination of the allowance if
positive evidence indicates that the value of the deferred tax assets is no
longer impaired and the allowance is no longer required.





Should
the Company undergo an ownership change as defined in Section 382 of the
Internal Revenue Code, the Company’s tax net operating loss carryforwards
generated prior to the ownership change will be subject to an annual limitation,
which could reduce or defer the utilization of these losses.





-
17 -







ITEM 9.




(Not applicable)







ITEM 9A.  CONTROLS AND
PROCEDURES.


Evaluation
of Disclosure Controls and Procedures




This
Annual Report does not include a report of management's assessment regarding
internal control over financial reporting or an attestation report of the
company's registered public accounting firm due to a transition period
established by rules of the Securities and Exchange Commission for newly public
companies.






ITEM
9B.     OTHER
INFORMATION.




None.






PART
III





ITEM 10.     DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE.





Directors
and Executive Officers





Our
directors and our executive officers are as follows:





Name
            Age
            PositionJames
      H. Watson, Jr.
            46
            President/CEO
      Chairman
              Sec./TreasurerKenneth
      P. Relyea
            43
            Vice
      President
              Director





James H. Watson Jr., is the
President, Secretary, Treasurer, and Chairman of the Company.





Mr.
Watson is the Founder and President of JW Capital Corp., a firm that specializes
in equity investing and business consulting. From 2001 through 2006, he was also
a Co-Founder and Managing Member of The 4 Horsemen, LLC, a Denver, Colorado
based private equity investment and consulting firm that specialized in the
unique needs of start-up/development stage companies.  Since 1996, Mr.
Watson has worked hand in hand with both public and private companies, assisting
them with such critical issues as corporate capitalization, corporate
strategies, management placement, and general business tactics.




Mr.
Watson has served in numerous official capacities in both public and private
companies and has served on the Board of Directors of several other
businesses.   Mr. Watson previously served on the board of directors
of Technology Consulting Partners, Inc., a Colorado corporation
("TCP").  TCP filed a registration statement with the Securities and
Exchange Commission in June 2002 and went public in early 2003, but it did not
end up pursuing its original business plan.  TCP was formed to provide
highly-skilled specialized employees for, primarily, high tech
positions.  For the most part, these positions were temporary contract
labor for such jobs as computer network administration and computer
programming.  In essence, TCP was to be a temporary employee placement
service for high technology companies.  In December 2003 TCP reported
that it had entered into a definitive acquisition agreement with TechnoConcepts,
Inc.  TCP reported in February 2004 that it had consummated a "reverse
acquisition" of TechnoConcepts, Inc., and Mr. Watson resigned from the board of
directors of the company.  See also under “THE COMPANY--- Business”
above.





-
18 -








Mr. Watson graduated from the
University of Tennessee at Chattanooga in 1985 with a Bachelor of Science degree
in Political Science/Public Administration.





Kenneth Relyea is Vice
President of Sales/Marketing, and a member of the Board of
Directors.





For the
past thirteen (13) years Mr. Relyea has been the sole owner and shareholder of
Affordable Garages and Concrete, a firm that specializes in custom garage
construction and concrete flatwork.  In 2000, Mr. Relyea also acquired
White Glove Carpet, a firm that specializes in carpet cleaning for commercial
and residential business. Mr. Relyea sold this business in early
2008.





Mr.
Relyea graduated from Gilford College in Greensboro North Carolina in 1988 with
a Bachelor of Science degree in Accounting.





Each
director holds office until the next annual meeting of stockholders or until
their successors have been duly elected and qualified. Executive officers are
elected annually and serve at the discretion of our Board of
Directors.





Corporate
Governance





There were no changes in N8’s
corporate governance or  internal controls over financial reporting
that occurred during the fiscal year that have materially affected, or are
reasonably likely to materially affect, N8’s governance.





Audit
Committee / Financial Expert





Due to
the Company’s size and resources and due to the fact that we only maintain two
Directors at the present time, we do not yet have a formally constituted Audit
Committee. Mr. Watson our President/CEO and Chief Financial Officer is the
person responsible for our financial oversight.





Code
of Conduct





No
formal Code of Conduct has been established by the Company.







ITEM
11.     EXECUTIVE COMPENSATION.





No
compensation in any form during either of the Company's last two fiscal years
was awarded to, earned by, or paid to any of our officers or directors,
including our President.








-
19 -





ITEM
12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.





Security Ownership of Certain Beneficial
Owners


The
following table provides information regarding security holders known to us who
own more than 5% of all outstanding shares of our common stock as of June 30,
2008:


Name
      and Address of

                Beneficial
      Owner
            
            
            Amount
      and Nature of
              Beneficial
      Ownership
            
            
            Percentage of
      Outstanding
              Common Shares
      on
              June 30,
      2008James
      H. Watson, Jr.
            
            
            4,000,000
            
            
            61.5%Kenneth P.
      Relyea
            
            
            1,000,000
            
            
            15.4%





Notes:
Mr. Watson is our President/CEO, Chairman of the board, Secretary/Treasurer. Mr.
Relyea is our Vice president and a member of our Board of
Directors.





Security
Ownership of Management.





The
table below shows the number of our common shares beneficially owned as of June
30, 2008 by each of our Directors and each of our Executive Officers, as well as
the number of shares beneficially owned by all of our Directors and Executive
Officers as a group. None of the Executive Officers or Directors has been issued
any stock options as of June 30, 2008:


Name
      of
            
            Amount
      and Nature of
            
            
            Percentage
      of Outstanding Common Shares onBeneficial
      Owner
            
            Beneficial
      Ownership
            
            
            June 30,
      2008James
      H. Watson, Jr.
            
            
            4,000,000
            
            
            
            61.5%Kenneth
      P. Relyea
            
            
            1,000,000
            
            
            
            15.4%






ITEM 13. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.





We
currently lease our office space from our president James Watson at a rate of
$300 per month. No other related party relationships exist.




ITEM
14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES





Audit Fees. Since inception
through June 30, 2008, the Company had total auditor fees of $8,426.25 which
included all audit services centered around our SB-2 filing, as well as the
review of our Fiscal Q3 March 2008 10-Q filing.





Audit-related Fees.None
Applicable





Tax
Fees.Since inception the Company has paid our Tax
Accountant, who is not our Principal Accountant, a total of $375.00 for the
preparation of our 2007 tax return.





All Other Fees.The
Company has not enlisted our Principal Accountant for any services other than
those listed above.





Audit committee Approval
Procedures.The Company currently does not maintain an Audit
Committee.





-
20 -





PART
IV





ITEM
15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.





ExhibitNo.
            Description3.1
            Articles
      of Incorporation(1)3.2
            By-Laws(1)10.1
            Form
      of Trademark License Agreement between N8 Concepts, Inc. and James H.
      Watson, Jr. ("Never Lay Up")(2)10.2
            Form
      of Trademark License Agreement between N8 Concepts, Inc. and James H.
      Watson, Jr. ("Police the Crease")(2)10.3
            Form
      of Trademark License Agreement between N8 Concepts, Inc. and James H.
      Watson, Jr. ("Rail Rat")(2)10.4
            Co-Existence
      Agreement with Callaway Golf Company.31.1
            Certification
      of Principal Executive Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200231.2
            Certification
      of Principal Financial and Accounting Officer Pursuant to Section 302 of
      the Sarbanes-Oxley Act of 200232.1
            Certification
      of Principal Executive Officer Pursuant to Section 906 of the
      Sarbanes-Oxley Act of 200232.2
            Certification
      of Principal Financial and Accounting Officer Pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002





(1)    Filed
with the Registrant's Registration Statement on Form SB-2, August 23,
2007


(2)    Filed
with Pre-Effective Amendment No. 1 to the Registrant's Registration Statement on
Form SB-2, October 9, 2007








-
21 -





SIGNATURES





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






N8
      Concepts, Inc.Dated
      September 23, 2008
              By:
              /s/ James
      H. Watson, Jr.James
      H. Watson, Jr.
                President,
      CEO
                (Principal
      Executive Officer)


Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed by the following persons on behalf of the registrant and in the
capacities and on the dates indicated:





Signature
            Title
            Date/s/
      James H. Watson, Jr.James
      H. Watson, Jr.
            President,
      CEO
              (Principal
      Executive Officer,
              Director)
            September
      23, 2008/s/
      Kenneth P. RelyeaKenneth
      P. Relyea
            Vice
      President
              (Director)
            September
      23, 2008







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