̆UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 __________________________
 
 Form 10-K
 __________________________
 (MARK ONE)x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2010ORo
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from  ______________ to ______________
 Commission file number:000-53148
 
 MAXSYS HOLDINGS, INC.
 (Exact name of Company as specified in its charter)
 
 DELAWARE
26-0904488(State or other jurisdiction of  incorporation or organization)
(IRS Employer Identification No.)
 
 22817 Ventura Blvd., #462, Woodland Hills, CA 91364
 (Address of principal executive offices) (Zip Code)
 Company's telephone number: (818) 943-8068
 
 Securities registered pursuant to Section 12(b) of the Act: None
 
 Securities registered pursuant to Section 12(g) of the Act:  Common Stock, $0.01 Par Value
 
 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  o YES     x NO
 
 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  o YES     x NO
 
 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  o YES     x NO
 
 Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding twelve months (or for such shorter period that the registrant was required to submit and post such files)   o YES    o 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 the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o
 
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act
 Large accelerated filer  o

Accelerated filer  o

Non-accelerated filer  o

Smaller reporting company  o
 
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  o YES     x NO
 
 State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter:  The registrant’s common stock had no active trading market as of the last business day of its most recently completed second fiscal quarter.
 
 As of April 15, 2011, there were 82,260,552 shares of common stock outstanding.
 
  
 
 Maxsys Holdings, Inc.
 FORM 10-K
 For the Fiscal Year Ended December 31, 2010
 
 INDEX
 
 PART IItem 1.
Description of Business

1Item 1A.
Risk Factors

3Item 1B.
Unresolved Staff Comments

7Item 2.
Description of Properties

7Item 3.
Legal Proceedings

8Item 4.
Submission of Matters to a Vote of Security Holders

8PART IIItem 5.
Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

9Item 6.
Selected Financial Information

10Item 7.
Management’sDiscussionand Analysis or Plan of Operations

11Item 8.
Financial Statements

14Item 9.
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

14Item 9A.
Controls and Procedures

14Item 9B.
Other Information

14PART IIIItem 10.
Directors, Executive Officers and Corporate Governance

15Item 11.
Executive Compensation

17Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

19Item 13.
Certain Relationships and Related Transactions, and Director Independence

20Item 14.
Principal Accountant Fees and Services

20Item 15.
Exhibits, Financial Statement Schedules

22Signatures


24
 
  
 
 PART I
 
 Item 1.                 Description of Business.
 
 Company History
 
 Maxsys Holdings, Inc., Inc. (the “Company”), formerly known as Tai Pan Holding, Inc. and Unicapital Acquisition Corp. (the “Unicapital”), was incorporated in Delaware on January 11, 2008. On March 11, 2009, the Company entered into a merger agreement with Tai Pan Holding, Inc. (“Tai Pan”), a Delaware corporation, pursuant to which the Company merged with Tai Pan on March 16, 2009, with the Company as the surviving entity. We accounted for this merger transaction as a reverse acquisition and recapitalization and, as a result, our financial statements are in substance those of Tai Pan, with the assets and liabilities, and revenues and expenses, of the Company being included effective from the date of the merger transaction. In connection with the merger, the Company changed its name to “Tai Pan Holding, Inc.” on March 25, 2009.  On September 3, 2009 the Company decided to change its name to Maxsys Holdings, Inc.
 
 General
 
 Prior to the merger acquisition, the Company was developing high-speed wireless communications equipment and accessories that enable the transmission of data, voice, and video with high throughput speeds and capacity.  In May 2008, the Company’s management decided to discontinue the development project due to the lack of the funds and the resignation of its founder/CEO. Instead, the Company continued its operations as a distributor and retailer of ATSC digital converter boxes, a business which the Company continued since the merger transaction. ATSC digital converter box allows analog televisions to receive digital signals after analog broadcasting terminates on June 12, 2009.
 
 Subsequent to its ATSC digital converter box program, the Company has determined to grow through acquisition and/or merger and thus is in the process of locating and identifying suitable high growth business entities for potential combination. Such combinations may likely take the form of a merger, stock-for-stock exchange or stock-for- assets exchange. While the Company is committed to this approach to its growth, no assurances can be given that the Company will be successful in locating or negotiating with any target businesses.
 
 While the Company is seeking to combine with high margin proprietary and/or emerging technology companies, it has not restricted its search to other kinds of businesses that may bring significant value to its shareholders.  While the Company is not necessarily limiting its search to any specific stage, it is most likely to acquire an operating company with high growth potential. Given the range of possible forms that any such combination may take, the exact transaction requirements may vary significantly, depending on what is required to ensure the viability of the combined entity.. In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. It is anticipated that any securities issued in any such business combination would be issued in reliance upon exemption from registration under applicable federal and state securities laws.  In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, it will be undertaken by the surviving entity after the Company has entered into an agreement for a business combination or has consummated a business combination. The issuance of additional securities and their potential sale into any trading market which may develop in the Company's securities may depress the market value of the Company's securities in the future if such a market develops, of which there is no assurance.
  1
  The Company will participate in a business combination only after the negotiation and execution of appropriate agreements.  Negotiations with a target company will likely focus on the percentage of the Company which the target company shareholders would acquire in exchange for their shareholdings. Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing and will include miscellaneous other terms.  Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Company's shareholders at such time.
 
 There is presently no trading market for the Company's common stock and no market may ever exist for the Company's common stock. The Company plans to apply for a corporate CUSIP number for its common stock and to assist broker-dealers in complying with Rule 15c2-11 of the Securities Exchange Act of 1934, as amended, so that such brokers can trade the Company's common stock in the Over- The-Counter Electronic Bulletin Board (the "OTC Bulletin Board"). There can be no assurance to investors that any broker-dealer will actually file the materials required in order for such OTC Bulletin Board trading to proceed.
 
 Form of Acquisition
 
 The manner in which the Company participates in an opportunity will depend upon the nature of the opportunity, the respective needs and desires of the Company and the promoters of the opportunity, and the relative negotiating strength of the Company and such promoters.
 
 It is likely that the Company will acquire its participation in a business opportunity through the issuance of common stock or other securities of the Company. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called "tax free" reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code"), depends upon whether the owners of the acquired business own 80% or more of the voting stock of the surviving entity. If a transaction were structured to take advantage of these provisions rather than other "tax free" provisions provided under the Code, all prior stockholders would in such circumstances retain 20% or less of the total issued and outstanding shares of the surviving entity. Under other circumstances, depending upon the relative negotiating strength of the parties, prior stockholders may retain substantially less than 20% of the total issued and outstanding shares of the surviving entity. This could result in substantial additional dilution to the equity of those who were stockholders of the Registrant prior to such reorganization.
 
 The present stockholders of the Company will likely not have control of a majority of the voting shares of the Company following a reorganization transaction. As part of such a transaction, all or a majority of the Company’s directors may resign and new directors may be appointed without any vote by stockholders.
 
 In the case of an acquisition, the transaction may be accomplished upon the sole determination of management without any vote or approval by stockholders. In the case of a statutory merger or consolidation directly involving us, it will likely be necessary to call a stockholders' meeting and obtain the approval of the holders of a majority of the outstanding shares. The necessity to obtain such stockholder approval may result in delay and additional expense in the consummation of any proposed transaction and will also give rise to certain appraisal rights to dissenting stockholders. Most likely, management will seek to structure any such transaction so as not to require stockholder approval.
 
 It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation would not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss to the Registrant of the related costs incurred.
 We presently have no employees. Our officers and directors are engaged in outside business activities and anticipate that they will devote to our business only several hours per week until the acquisition of a successful business opportunity has been consummated. We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.
 2
  Item 1A.              Risk Factors.
 
 Risk Factors
 
 An investment in the company is highly speculative in nature and involves an extremely high degree of risk.
 
 Our Business Is Difficult To Evaluate Because We Have Minimal Operating History.
 
 As we have only minimal operating history or revenue and minimal assets, there is a risk that we will be unable to continue as a going concern and consummate a business combination. We have had minimal operating history and minimal revenues or earnings from operations since inception. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in our incurring a net operating loss that will increase continuously until we can consummate a business combination with a profitable business opportunity. We cannot assure you that we can identify a suitable business opportunity and consummate a business combination.
 
 There Is Competition For Those Private Companies Suitable For A Merger Transaction Of The Type Contemplated By Management.
 
 We are in a highly competitive market for a small number of business opportunities which could reduce the likelihood of consummating a successful business combination. We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.
 
 Future Success Is Highly Dependent On The Ability Of Management To Locate And Attract A Suitable Acquisition.
 
 The nature of our operations is highly speculative and there is a consequent risk of loss of your investment. The success of our plan of operation will depend to a great extent on the operations, financial condition and management of the identified business opportunity. While management intends to seek business combination(s) with entities having established operating histories, we cannot assure you that we will be successful in locating candidates meeting that criterion. In the event we complete a business combination, the success of our operations may be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond our control.
  3
  Management Intends To Devote Only A Limited Amount Of Time To Seeking A Target Company Which May Adversely Impact Our Ability To Identify A Suitable Acquisition Candidate.
 
 While seeking a business combination, management anticipates devoting no more than a few hours per week to our affairs. Our officers have not entered into written employment agreements with us and are not expected to do so in the foreseeable future. This limited commitment may adversely impact our ability to identify and consummate a successful business combination.
 
 The Time And Cost Of Preparing A Private Company To Become A Public Reporting Company May Preclude Us From Entering Into A Merger Or Acquisition With The Most Attractive Private Companies.
 
 Target companies that fail to comply with SEC reporting requirements may delay or preclude acquisition. Sections 13 and 15(d) of the Exchange Act require reporting companies to provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one, two, or three years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target entities to prepare these statements may significantly delay or essentially preclude consummation of an acquisition. Otherwise suitable acquisition prospects that do not have or are unable to obtain the required audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.
 
 The Company May Be Subject To Further Government Regulation Which Would Adversely Affect Our Operations.
 
 Although we will be subject to the reporting requirements under the Exchange Act, management believes we will not be subject to regulation under the Investment Company Act of 1940, as amended (the "Investment Company Act"), since we will not be engaged in the business of investing or trading in securities. If we engage in business combinations which result in our holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act. If so, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the Securities and Exchange Commission as to our status under the Investment Company Act and, consequently, violation of the Act could subject us to material adverse consequences.
 
 Any Potential Acquisition Or Merger With A Foreign Company May Subject Us To Additional Risks.
 
 If we enter into a business combination with a foreign concern, we will be subject to risks inherent in business operations outside of the United States.  These risks include, for example, currency fluctuations, regulatory problems, punitive tariffs, unstable local tax policies, trade embargoes, risks related to shipment of raw materials and finished goods across national borders and cultural and language differences. Foreign economies may differ favorably or unfavorably from the United States economy in growth of gross national product, rate of inflation, market development, rate of savings, and capital investment, resource self-sufficiency and balance of payments positions, and in other respects.
 
 There Is Currently No Trading Market For Our Common Stock.
 
 Outstanding shares of our Common Stock cannot be offered, sold, pledged or otherwise transferred unless subsequently registered pursuant to, or exempt from registration under, the Securities Act and any other applicable federal or state securities laws or regulations. These restrictions will limit the ability of our stockholders to liquidate their investment.
 
  4
 
 Our Business Will Have No Revenues Unless And Until We Merge With Or Acquire An Operating Business.
 
 We are a development stage company and have no revenues from operations. We may not realize any revenues unless and until we successfully merge with or acquire an operating business.
 
 The Company Intends To Issue More Shares In A Merger Or Acquisition, Which Will Result In Substantial Dilution.
 
 Our certificate of incorporation authorizes the issuance of a maximum of 300,000,000 shares of common stock and a maximum of 20,000,000 shares of preferred stock. Any merger or acquisition effected by us may result in the issuance of additional securities without stockholder approval and may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. Moreover, the common stock issued in any such merger or acquisition transaction may be valued on an arbitrary or non-arm's-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. Our Board of Directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of Common Stock or Preferred Stock are issued in connection with a business combination or otherwise, dilution to the interests of our stockholders will occur and the rights of the holders of Common Stock might be materially adversely affected.
 
 The Company Has Conducted No Market Research Or Identification Of Business Opportunities, Which May Affect Our Ability To Identify A Business To Merge With Or Acquire.
 
 We have neither conducted nor have others made available to us results of market research concerning prospective business opportunities. Therefore, we have no assurances that market demand exists for a merger or acquisition as contemplated by us. Our management has not identified any specific business combination or other transactions for formal evaluation by us, such that it may be expected that any such target business or transaction will present such a level of risk that conventional private or public offerings of securities or conventional bank financing will not be available. There is no assurance that we will be able to acquire a business opportunity on terms favorable to us.  Decisions as to which business opportunity to participate in will be unilaterally made by our management, which may act without the consent, vote or approval of our stockholders.
 
 Because We May Seek To Complete A Business Combination Through A “Reverse Merger", Following Such A Transaction We May Not Be Able To Attract The Attention Of Major Brokerage Firms.
 
 Additional risks may exist since we will assist a privately held business to become public through a "reverse merger." Securities analysts of major brokerage firms may not provide coverage of our Company since there is no incentive to brokerage firms to recommend the purchase of our common stock. No assurance can be given that brokerage firms will want to conduct any secondary offerings on behalf of our post-merger company in the future.
 
  5
 
 We Cannot Assure the Company’s Common Stock Will Be Listed On NASDAQ Or Any Other Securities Exchange Following A Business Combination or Merger With An Operating Business.
 
 Following a business combination and/or Merger, we may seek the listing of our common stock on NASDAQ. However, the company cannot assure that following such a transaction, it will be able to meet the initial listing standards of either of those or any other stock exchange, or that we will be able to maintain a listing of our common stock on either of those or any other stock exchange. After completing a business combination, until our common stock is listed on the NASDAQ or another stock exchange, we expect that our common stock would be eligible to trade on the OTC Bulletin Board, another over-the-counter quotation system, or on the "pink sheets," where our stockholders may find it more difficult to dispose of shares or obtain accurate quotations as to the market value of our common stock. In addition, we would be subject to an SEC rule that, if it failed to meet the criteria set forth in such rule, imposes various practice requirements on broker-dealers who sell securities governed by the rule to persons other than established customers and accredited investors. Consequently, such rule may deter broker-dealers from recommending or selling our common stock, which may further affect its liquidity. This would also make it more difficult for us to raise additional capital following a business combination.
 
 There Is No Public Market For Our Common Stock, Nor Have We Ever Paid Dividends On Our Common Stock.
 
 There is no public trading market for our common stock and none is expected to develop in the foreseeable future unless and until we complete a business combination with an operating business and such business files a registration statement under the Securities Act of 1933, as amended.
 
 Additionally, the company has never paid dividends on its Common Stock and do not presently intend to pay any dividends in the foreseeable future. The company anticipates that any funds available for payment of dividends will be re-invested into the Company to further its business strategy.
 
 Authorization of Preferred Stock.
 
 The company’s Certificate of Incorporation authorizes issuance of up to 20,000,000 shares of preferred stock with designations, rights and preferences determined from time to time by its Board of Directors. Accordingly, the Board of Directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting, or other rights, which could adversely affect the voting power or, other rights of the holders of the common stock. In the event of issuance, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company. Although we have no present intention to issue any shares of its authorized preferred stock, there can be no assurance that the company will not do so in the future.
 
  6
 
 Control by Management and Directors.
 
 Management and Directors currently owns 68.26% of all the issued and outstanding capital stock of the Company. Consequently, management and directors have the ability to control the operations of the Company and will have the ability to control substantially all matters submitted to stockholders for approval, including:
 
 •           Election of the board of directors;
 
 •           Removal of any directors;
 
 •           Amendment of the Company's certificate of incorporation or bylaws; and
 
 •           Adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination.
 
 Accordingly, this concentration of ownership by itself may have the effect of impeding a merger, consolidation, takeover or other business consolidation, or discouraging a potential acquirer from making a tender offer for the common stock.
 
 This Report Contains Forward-Looking Statements And Information Relating To Us, Our Industry And To Other Businesses.
 
 These forward-looking statements are based on the beliefs of our management, as well as assumptions made by and information currently available to our management. When used in this prospectus, the words "estimate," "project," "believe," "anticipate," "intend," "expect" and similar expressions are intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are subject to risks and uncertainties that may cause our actual results to differ materially from those contemplated in our forward-looking statements. We caution you not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.
 
 Item 1B.               Unresolved Staff Comments.
 
 As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
 
 Item 2.                  Description of Property.
 
 As of April 14, 2011, our corporate office is located at 22817 Ventura Blvd., #462, Woodland Hills, CA 91364. We don’t own any real estate properties. We currently have no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.
 
  7
 
 Item 3.                  Legal Proceedings.
 
 The following presents all known or anticipated material legal proceedings commenced by or against us.  Occasionally we may be named as a party in claims and legal proceedings arising out of the normal course of our business. These claims and legal proceedings may relate to contractual rights and obligations, employment matters, or to other matters relating to our business and operations.
 
 Other than the matter discussed below, we are not aware of any material pending legal proceedings involving us.
 Shen v. Gridlink Technologies, Inc.(Superior Court of California, County of Los Angeles,Case No. B0394915). Manling Shen, a former employee of the Company, filed suit against the Company in the Superior Court of California, County of Los Angeles, alleging the Company of breach of the employment contract and failure to provide her with the severance payment upon the termination of her employment pursuant to the employment contract.
 
 Liu v. Gridlink Technologies, Inc. (Superior Court of California, County of Los Angeles, Case No. B0397482).  Joshua Liu, a former employee of the Company, filed suit against the Company in the Superior Court of California, County of Los Angeles, alleging the Company of breach of the employment contract and failure to provide him with the severance payment upon the termination of his employment pursuant to the employment contract.
 
 Although neither of the above two cases have been decided so far, the Company’s outside legal counsel suggested that the Company could pay a total of approximately $100,000 to settle with Manling Shen and Josuha Liu.
 
 Gridlink Technologies, Inc. a Delaware corporation, Cross-Complainant, vs Jay Wang, an individual (Superior Court of California, County of Los Angeles, Case No. BC394915 c/w BC 397482). In connection with the suits filed by Manling Shen and Joshua Liu against the Company, the Company filed a cross-complaint against the Company’s former CEO—Jay Wang, in the Superior Court of California, County of Los Angeles, alleging Jay Wang of breach of fiduciary duty, fraud, and negligence, and requesting for indemnification. This case has not been decided yet.
 
 Jay Wang, an individual, Cross complainant, v Gridlink Technologies, Inc. (Superior Court of California, County of Los Angeles, Case No. BC394915 c/w BC397482). In connection with the above-mentioned suits, in June 2009, the Company’s former CEO—Jay Wang filed cross-complaint against the Company for accounting, declaratory relief, and indemnification, alleging the Company of wrongful termination in violation of public policy, violation of California Labor Code 1102.5, breach of contract to terminate for cause, breach of fiduciary duty, breach of duty of loyalty, breach of contract, and breach of the covenant of good faith and fair dealing. This case has not been decided yet.
 
 The Company has concluded all above legal cases as filed with the Los Angele Superior Court on August 3, 2010.  Cases involved former employees and came to closure in the form of a global settlement and release of all claims among all the parties, and the company signing a stipulated judgment in the amount of $53,712 for each of two former employees with whom employment contracts were terminated in 2007.  Given unavailability of funds, actual payout and terms are yet to be determined. The Company had previously accrued approximately $100,000 to this liability, and has accrued the balance of additional liability of $7,424 as of June 30, 2010.
 
 Item 4.                  Submission of Matters to Vote of Security Holders.
 
 For the period from the inception of the Company on January 11, 2008 to December 31, 2010 there have been no matters submitted to the vote of the security holders.
  8
 
 PART II
 
 Item 5.                  Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities.
  Market Information
 
 There is presently no established market for our securities. As of April 14, 2010, we have 82,260,552 shares of common stock issued and outstanding.  All of the shares of our issued and outstanding common stock are currently eligible for resale pursuant to an exemption under Rule 144 promulgated under the Securities Act of 1933.
  Common Stock
 
 Our Certificate of Incorporation authorizes the issuance of up to 300,000,000 shares of common stock, par value $.01 per share (the “Common Stock”).  The Common Stock is not listed on a publicly-traded market.  As of April 13, 2011 there were 46 holders of records of the Common Stock.
  Preferred Stock
 
 Our Certificate of Incorporation authorizes the issuance of up to 20,000,000 shares of preferred stock, par value $.01 per share (the “Preferred Stock”).  The Company has not yet issued any of its preferred stock.
  Transfer Agent
 
 The transfer agent for our common stock is Transfer Online, Inc. 317 SW Alder Street, 2nd Floor, Portland, OR 97204.
 
 Dividends
 
 We have not paid any dividends on our common stock to date and do not intend to pay dividends prior to the completion of a business combination. The payment of dividends in the future will be contingent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be within the discretion of our then board of directors. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board does not anticipate declaring any dividends in the foreseeable future.
 
  9
 
 Securities Authorized for Issuance under Equity Compensation Plans
 
 The Company does not have any equity compensation plans or any individual compensation arrangements with respect to its common stock or preferred stock. The issuance of any of our common or preferred stock is within the discretion of our Board of Directors, which has the power to issue any or all of our authorized but unissued shares without stockholder approval.
 
 Recent Sales of Unregistered Securities
 
 The Company did not sale any share of Common Stock or Preferred Stock during 2010.  The Company's Board of Directors has the power to issue any or all of the authorized but unissued Common Stock without stockholder approval. The Company currently has no commitments to issue any shares of common stock. However, the Company will, in all likelihood, issue a substantial number of additional shares in connection with a business combination. Since the Company expects to issue additional shares of common stock in connection with a business combination, existing stockholders of the Company may experience substantial dilution in their shares. However, it is impossible to predict whether a business combination will ultimately result in dilution to existing shareholders. If the target has a relatively weak balance sheet, a business combination may result in significant dilution. If a target has a relatively strong balance sheet, there may be little or no dilution.
 
 Issuer Purchases of Equity Securities
 
 None.
 
 Item 6.                  Selected Financial Data
 
 As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
  10
 
 Item 7.                  Management’s Discussion and Analysis or Plan of Operations.
 
 Forward Looking Statement Notice
 
 Certain statements made in this periodic report on Form 10-K are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) in regard to the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Maxsys Holdings, Inc. (“we”, “us”, “our” or the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company's plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.
 
 Overview
 
 The Company was originally formed to develop, manufacture, and market high-speed wireless communications equipment and accessories that enable the high-speed transmission of data, voice, and video with high throughput speeds and capacity.  The first product brought to market was a digital converter box to allow legacy analog televisions to receive new digital transmissions over the air following the discontinuance of analog broadcasts after June 12, 2009.  In May 2008, management decided to discontinue the development effort due to the lack of the capital and the resignation of its founder/CEO.  Instead, the Company continued its operations as a distributor and retailer of ATSC digital converter boxes, a business which the Company has continued since the merger transaction.
 
 Subsequent to its ATSC digital converter box program, the Company established the goal of growing the Company through acquisition and/or merger.  To accomplish that goal, the Company has been seeking suitable candidates with high growth potential. Such combinations will likely take the form of a merger, stock-for-stock exchange or stock-for- assets exchange. While the Company is committed to this approach to its growth, no assurances can be given that the Company will be successful in locating or negotiating with any target businesses.  Then on September 3, 2009 the Company decided to change its name to Maxsys Holdings, Inc.
 
 While the Company has not restricted its search for any specific kind of business and it is targeting operating businesses with high margin proprietary technology. However, until specific target companies have been identified, it is not possible to establish the structure of any such transaction. This will depend on such factors as need for capital, share value, revenue levels, profitability, etc.
 
 In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. It is anticipated that any securities issued in any such business combination would be issued in reliance upon exemption from registration under applicable federal and state securities laws.  In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter.
  11
 
 If such registration occurs, it will be undertaken by the surviving entity after the Company has entered into an agreement for a business combination or has consummated a business combination. The issuance of additional securities and their potential sale into any trading market which may develop in the Company's securities may depress the market value of the Company's securities in the future if such a market develops, of which there is no assurance.
 
 The Company will participate in a business combination only after the negotiation and execution of appropriate agreements.  Negotiations with a target company will likely focus on the percentage of the Company which the target company shareholders would acquire in exchange for their shareholdings. Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing and will include miscellaneous other terms.  Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Company's shareholders at such time.
 
 There is presently no trading market for the Company's common stock and no market may ever exist for the Company's common stock. The Company plans to apply for a corporate CUSIP number for its common stock and to assist broker-dealers in complying with Rule 15c2-11 of the Securities Exchange Act of 1934, as amended, so that such brokers can trade the Company's common stock in the Over- The-Counter Electronic Bulletin Board (the "OTC Bulletin Board"). There can be no assurance to investors that any broker-dealer will actually file the materials required in order for such OTC Bulletin Board trading to proceed.
 
 Accounting for Business Combination
 
 In December 2007, the FASB issued Accounting Standards Codification (ASC) Topic 805, Business Combinations, which became effective January 1, 2009 via prospective application to business combinations. This Statement requires that the acquisition method of accounting be applied to a broader set of business combinations, amends the definition of a business combination, provides a definition of a business, requires an acquirer to recognize an acquired business at its fair value at the acquisition date and requires the assets and liabilities assumed in a business combination to be measured and recognized at their fair values as of the acquisition date (with limited exceptions). The Company adopted this Statement on January 1, 2009. There was no impact upon adoption, and its effects on future periods will depend on the nature and significance of business combinations subject to this statement.
 
 As a result of any business combination, if the acquired entity's shareholders will exercise control over us, the transaction will be deemed to be a capital transaction where we are treated as a non-business entity. Therefore, the accounting for the business combination is identical to that resulting from a reverse merger, except no goodwill or other intangible assets will be recorded. For accounting purposes, the acquired entity will be treated as the accounting acquirer and, accordingly, will be presented as the continuing entity.
 
 Our principal operations commenced in September 2007.  However, to date, we have had limited revenues. ASC Topic 915, Development Stage Entities, sets forth guidelines for identifying an enterprise in the development stage and the standards of financial accounting and reporting applicable to such an enterprise. In the opinion of management, our activities from our inception through December 31, 2010 fall within the referenced guidelines. Accordingly, we report our activities in this report in accordance with ASC Topic 915.
  12
 
 Results of Operations
 
 As of December 31 2009, the Company ceased operations.  Being unable to produce any revenue or earnings for 2010, in order to afford the company an opportunity to either sell or merge with a viable operating company, it has been necessary to secure arrangements to fund continuation of its listing status for a limited period of time.  Given it being in the interest of stockholders and company officers, minimal costs associated with sustaining listing status have come from certain stockholders and officers in the form of a loan and deferred fees for services rendered, subject to 6% interest per annum.  This will likely result in the Company continuing to incur a net operating loss that until the Company is able to consummate a suitable business arrangement that will bring the company to operational status.  Examples of such arrangements might come in the form of a reverse merger or sale of the company.  However, there is no assurance that the company can successfully identify and/or consummate such an arrangement.
 
 Liquidity and Capital Resources
 
 As of December 31, 2010, cash on hand was $6,268.  Total current assets were $27,953 with total current liabilities of  $331,551, resulting in a negative net working capital of <$325,283>.
 
 The Company does not have a current business plan and is thus actively pursuing third party options that either through a sale or merger transaction, will likely result in a change of ownership, control, and/or new management. However, there is no assurance that a merger or any other significant transaction will be consummated with any such third party or, that if consummated, that the Company or its stockholders would realize any benefit.
 
 Contractual Obligations
 
 As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
 
 Off-Balance Sheet Arrangements
 
 The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
 
 Going Concern
 
 The financial statements included with this report have been prepared in conformity with generally accepted accounting principles that contemplate the continuance of the Company as a going concern. Due to lack of cash, the company has been unable pay all of the costs associated with sustaining the company as a going concern. Management intends to use borrowings and sales of securities to mitigate the effects of our cash position; however, no assurance can be given that debt or equity financing, if and when required, will be available. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should we be unable to continue existence.
 
  13
 
 Quantitative and Qualitative Disclosures about Market Risk
 
 We do not have any material exposure to market risk associated with our cash and cash equivalents. Our note payables are at a fixed rate and, thus, are not exposed to interest rate risk.
  Item 8.                  Financial Statements.
 
 The information required by this item is included on pages F-1 through F-11.
 
 Item 9.                  Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.
 
 Not applicable.
 
 Item 9A.               Controls and Procedures
 
 The company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports made pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  is recorded, processed, summarized and reported within the timelines specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.   In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
 
 As required by Rule 13a-15(b) under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the fiscal year covered by this report. Based on the foregoing, our Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of the end of period covered by this report in timely alerting them to material information relating to the Company required to be disclosed in our periodic reports with the Securities and Exchange Commission.
 
 Management’s Report on Internal Control over Financial Reporting
 
 This annual report does not include a report of management’s assessment regarding internal control over financial reporting on an attestation report of the company’s registered public accounting firm due to company currently cease s its operation.
 
 
 Item 9B.               Other Information
 
 Not applicable.
  14
 
 PART III
 
 Item 10.               Directors and Executive Officers of Maxsys Holdings, Inc.
  A.The following table sets forth certain information with respect to our directors and executive officers.
 
 Name

Age

PositionWilliam Elder

55

Chief Executive Officer and Chairman of the BoardCheng-Yu Wang

49

Chief Financial Officer, Secretary, and DirectorKheng Siang Lee

57

Director
 
 All directors serve for one-year terms until their successors are elected or they are re-elected at the annual stockholders' meeting.  Directors are not presently compensated for their service on the board, other than the repayment of actual expenses incurred.  There are no present plans to compensate directors for their service on the board.
  Their business experiences are as follows:
 
 William Elder, age 55, Chief Executive Officer and Chairman of the Board
 
 - CEO and owner of Megasys Corporation, a California corporation, from January 1991 to present
 
 - Independent engineering consultant to Fortune 500 companies from 1983 to 1991
 
 - Sales development manager of NDIR Gas Analysis Division from 1981 to 1983
 
 - Engineering Manager of Microprocessor-based Automotive Control Products for Olson Engineering Inc. from 1979 to 1981
 
 Cheng Yu Wang, age 49, Director, Secretary and Chief Financial Officer
 
 - CFO/Secretary and Director of Gridlink Technologies, Inc, a Delaware corporation in US (the former entity of Maxsys Holdings, Inc), from September 2007 to present.
 
 - CFO of Xtreme RF, Inc, a Nevada corporation in US, from May 2006 to September 2007
 
 - Accounting Manager of iQstore, Inc, a California Corp in US, from April 2005 to May 2006
 
 - Partner of Ko, Chen and Wang Accountancy Corporation, from May 2001 to April 2005.
 
 Kheng Siang Lee, age 57, Director
 
 - Director of Gridlink Technologies, Inc, a Delaware corporation in US (the former entity of Tai Pan Holding, Inc), from 2007 to present
 - Executive Director/ Executive Chairman of Oculus Limited, a public listed company in Singapore, from 2007 to 2008.
 
 - Executive Director of Enzer Corporation, a public listed company in Singapore, from 2007 to 2008.
 
 - CEO/Executive Chairman of Global Ariel Limited, a public listed company in Singapore, from 2003 to 2007.
 
 15
 
 B. Significant Employees.
 
 As of the date hereof, the Company has no significant employees.
 
 C. Family Relationships.
 
 There are no family relationships among directors, executive officers, or persons nominated or chosen by the issuer to become directors or executive officers.
 
 D. Involvement in Certain Legal Proceedings.
 
 There have been no events under any bankruptcy act, criminal proceedings and judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of Registrant during the past five years.
 
 Compliance with Section 16(a) of the Exchange Act
 
 Section 16(a) of the Exchange Act requires the Company’s directors and officers, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company’s securities with the SEC on Forms 3, 4 and 5. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.
 
 Based solely on the Company’s review of the copies of the forms received by it during the year ended December 31, 2010 and written representations that no other reports were required, the Company believes that believes that no person who, at any time during such fiscal year, was a director, officer or beneficial owner of more than 10% of the Company’s common stock failed to comply with all Section 16(a) filing requirements during such fiscal years.
 
 Code of Ethics
 
 We have not adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions in that our sole officer and director serve in these capacities.
 
 Nominating Committee
 
 We have not adopted any procedures by which security holders may recommend nominees to our Board of Directors.
 Audit Committee
 
 The Board of Directors acts as the audit committee. The Company does not have a qualified financial expert at this time because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial resources at this time to hire such an expert.  The Company intends to continue to search for a qualified individual for hire.
   16
  Item 11.               Executive Compensation.
 
 The following table describes compensation awarded, paid to or earned, by us to our Chief Executive Officers, Chief Financial Officer, and Chief Operating Officer during our fiscal years ended December 31, 2010 and 2009
 Non-Equity


Non-QualifiedIncentive


DeferredName and Principal











Stock


Option


Plan


Compensation


All OtherPosition

Year

Salary


Bonus


Awards


Awards


Compensation


Earnings


Compensation


Total(a)

(b)


(c)



(d)



(e)



(f)



(g)



(h)



(i)



(j)William Elder (1)

2010

$
-


$
-


$
-


$
-


$
-


$
-


$
-


$
-Chief Executive Officer and Chairman

2009

$
-


$
-


$
-


$
-


$
-


$
-


$
-


$
-Of BoardCheng-Yu Wang (2)

2010

$
-


$
-


$
-


$
-


$
-


$
-


$
-


$
-Chief Financial Officer, Secretary

2009

$
50,920


$
-


$
-


$
-


$
-


$
-


$
-


$
50,920and DirectorKheng Siang Lee (3)

2010

$
-


$
-


$
-


$
-


$
-


$
-


$
-


$
-Former President, CEO and Chairman

2009

$
-


$
-


$
-


$
-


$
-


$
-


$
-


$
-Hoon Leum Goh  (4)

2010

$
-


$
-


$
-


$
-


$
-


$
-


$
-


$
-Chief Operating Officer, Director

2009

$
-


$
-


$
-


$
-


$
-


$
-


$
-


$
-
  (1)
Mr. William Elder is our Chief Executive Officer, Chairman of the board since August 23, 2009.
 
 (2)
Mr. Cheng-Yu Wang is our Chief Financial Officer since September 5, 2007.
 
 (3)
Mr. Kheng Siang Lee was our President and Chief Executive since April 23, 2008 and resigned from the both positions on June 29, 2009.
 
 (4)
Mr. Hoon Leum Goh was our Chief Operating Officer since April 23, 2008and resigned from the positions on April 15, 2010.
 
  17
  Our officers and directors did not receive any cash compensation for services rendered to the Company after April 30, 2009. No remuneration of any nature has been paid for or on account of services rendered by directors in such capacity. Our officers and directors intend to devote no more than a few hours a week to our affairs in the near future.
 
 Our officers and directors will not receive any finder's fee, either directly or indirectly, as a result of any efforts to implement our business plan outlined herein.
 
 It is possible that, after we successfully consummate a business combination with a viable entity, that entity may desire to employ or retain one or a number of members of our management for the purposes of providing services to the surviving entity. However, the company has adopted a policy whereby the offer of any post-transaction employment to members of management will not be a consideration in our decision whether to undertake any proposed transaction.
 
 No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted for the benefit of its employees.
 
 There are no understandings or agreements regarding compensation our management will receive after a business combination that is required to be included in this table, or otherwise.
 
 Director Compensation
 
 We do not currently pay any cash fees to our directors, nor do we pay directors’ expenses in attending board meetings.
 
 Employment Agreements
 
 The Company is not a party to any active employment agreements.
 
  18
 
 Item 12.               Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
 
 (a) Security ownership of certain beneficial owners.
 
 The following table sets forth, as of December 31, 2010, the number of shares of Common Stock owned of record and beneficially by executive officers, directors and persons who hold 5% or more of the outstanding Common Stock of the Company. Also included are the shares held by all executive officers and directors as a group.
 
 
 Name and Title (1)
Amount and Nature of

Beneficial Ownership (2)
Percentage of Class (3)Kheng Siang Lee
51,300,000
62.4%DirectorCheng Yu Wang

Secretary, Chief Financial Officer and Director
4,850,000
5.9%William Elder

Chairman, Chief Executive Officer
-
*All Officers and Directors as a group
56,150,000
68.26%
 _____________________________
 
 * Represents less than 1%
 
 (1)
Unless otherwise indicated, the address of each of the named parties in this table is: 22817 Ventura Blvd., Suite #462, Woodland Hills, CA 91364(2)
This table is based upon information supplied by our officers, directors, principal stockholders and our transfer agent.   Unless otherwise indicated, this table includes shares owned by a spouse, minor children, and relatives sharing the same home, as well as entities owned or controlled by the named beneficial owner.  Unless otherwise noted, we believe the shares reflected in this table are owned of record and beneficially by the named beneficial owner.(3)
Based on 82,260,552 shares outstanding as of December 31, 2010.
 
  19
 
 Item 13.               Certain Relationships and Related Transactions.
 
 On April 21, 2008, the Company issued a promissory note payable to Tai Pan Capital Private Limited, an affiliate, amounting to $120,000.  The promissory note bears interest at 6% per annum and is collateralized by the Company’s inventories and accounts receivable.  As of December 31, 20, the balance of the promissory note amounted to $79,788.
 
 In April and June 2009, the Company obtained advances from a director totaling $20,000 (presented in the balance sheet as part of notes payable to related parties). As of December 31, 2010, the balance of the promissory note amounted to $22,169.
 
 At the year-end 2010, the Company obtained advances from an affiliate of the Company, totaling $38,315 (presented in the balance sheet as part of notes payable to related parties).
 Item 14.                Principal Accountant Fees and Services
 
 On March 25, 2009, the Company dismissed Stan J. H. Lee, CPA, the principal accountant of Unicapital, as Company’s outside independent accounting firm.  This action has been approved by the Registrant’s Board of Directors.
 
 The audit report of Stan J. H. Lee, CPA on the Registrant’s financial statements for the period from January 11, 2008 (inception) to February 15, 2008 does not contain an adverse opinion or a disclaimer of opinion and is not qualified as to audit scope or accounting principle.  However, Stan J. H. Lee, CPA included within its report on the Registrant’s financial statements a paragraph stating that the Registrant’s losses from operations raise substantial doubt about its ability to continue as a going concern.  See the Registrant’s report on Form 10-12G filed March 28, 2008 for Stan J. H. Lee, CPA’s complete report.
 
 From January 11, 2008 (Registrant’s inception date) through the date of the dismissal (March 25, 2009), there have been no disagreements with Stan J. H. Lee, CPA on any matter of accounting principles or practices, financial statements disclosures, or auditing scope or procedure which, if not resolved to the satisfaction of Stan J. H. Lee, CPA would have caused them to make reference to the matter in their report.  Further, there were no reportable events as term is described in Item 304(a)(1)(iv) of Regulation S-X, or any reportable event, as the term is defined in Item 304(a)(1)(v) of Regulation S-K.
 
 Stan J. H. Lee, CPA has not performed any audit procedures or any pre-issuance review procedures since February 23, 2008 (issuance of auditors’ report).
 
 From January 11, 2008 (Registrant’s inception date) to March 25, 2009, the Registrant has not consulted Stan J. H. Lee, CPA regarding any matter.
 
 The Company has requested Stan J. H. Lee, CPA to furnish it a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements.  A copy of the letter, dated April 7, 2009, is filed as Exhibit 3.4 to this Form 10-K.
 
 On March 25, 2009, the Registrant appointed Vasquez & Company LLP as the Company’s independent accounting firm.  This action has also been approved by the Registrant’s Board of Directors.
  20
 
 Years Ended December 31,2010


2009Stan J. H. Lee, CPAAudit fees

$
-


$
-Audit-related fees (a)

$
-


$
-Tax fees (b)

$
-


$
-Registration Statement Fees

$
-


$
-All other fees (c)

$
-


$
-Vasquez & Company LLPAudit fees

$
-


$
11,000Audit-related fees (a)

$
-


$
-Tax fees (b)

$
-


$
-Registration Statement Fees

$
-


$
-All other fees (c)

$
-


$
9,000
 
 (a) Audit-related fees primarily include research services to validate certain accounting policies.
 
 (b) Tax fees include costs for the preparation of our corporate income tax return.
 
 (c) Other fees include quarterly review and related accounting services.
 
 Our Board of Directors established a policy whereby the outside auditors are required to seek pre-approval on an annual basis of all audit, audit-related, tax and other services by providing a prior description of the services to be performed. For the year ended December 31, 2010 the Company did not engage any audit, audit-related, or any other services with Vasquez & Company LLP.
   21
 
 Item 15.               Exhibits.
 
 (a)           1.          Financial Statements.
 
 The following financial statements of Maxsys Holdings, Inc., are submitted as a separate section of this report (See F-pages), and are incorporated by reference in Item 7:
 
 Balance Sheets - December 31, 2010 (unaudited) and December 31, 2009

F-1Statements of Operations - For the Years Ended December 31, 2010 (unaudited) and 2009 and for the period of inception, from September 5, 2007 through December 31, 2010 (unaudited)

F-2Statements of Stockholders’ Deficit – Inception, September 5, 2007, through December 31, 2010(unaudited)

F-3Statements of Cash Flows - For the Years Ended December 31, 2010(unaudited) and 2009 and for the period of inception, from September 5, 2007 through December 31, 2010 (unaudited)

F-4Notes to Financial Statements

F-5
 
  22
  (b)Exhibits
 
 The following Exhibits are filed herewith pursuant to Item 601 of Regulation S-K or incorporated herein by reference to previous filings as noted:
 Exhibit Table
  Exhibit

Number

Description2.1

Agreement and Plan of Merger (1)3.1

Certificate of Incorporation (2)3.2

Certificate of Merger (3)3.3

3.4

Bylaws (2)

Letter of Stan J. H. Lee, CPA (4)31.1

31.2

Section 302 Certification by the Corporation’s Chief Executive Officer *

Section 302 Certification by the Corporation’s Chief Financial Officer *32.1

Section 906 Certification by the Corporation’s Chief Executive Officer *32.2

Section 906 Certification by the Corporation’s Chief Financial Officer *
  * Filed herewith.
  (1)
Incorporated by reference from the Registrant’s Current Report on Form 8-K filed on March 19, 2009.
  (2)
Incorporated by reference from the Registrant’s registration statement on Form 10-12G filed on March 28, 2008.
  (3)
Incorporated by reference from the Registrant’s Current Report on Form 8-K filed on March 26, 2009.
  (4)
Incorporated by reference from the Registrant’s Current Report on Form 8-K/A filed on April 8, 2009
 
  23
 
 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.
 
 Dated: April 14, 2011
Maxsys Holdings, Inc.(Registrant)By:
/s/ William ElderChief Executive Officer(Principal Executive Officer)
 
 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
 
 NAME

TITLE
DATE/s/ William Elder

Chairman of the Board and Chief Executive Officer
April 14, 2011/s/ Cheng Yu Wang

Chief Financial Officer, Secretary  and Director
April 14, 2011
 
 
 
 
 SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED
 PURSUANT TO SECTION 15(d) OF THE EXCHANGE ACT BY NON-REPORTING ISSUERS
 
 1.
No annual report to security holders covering the company’s fiscal year ended December 31, 2010, has been sent as of the date of this report.
 
 2.
No proxy soliciting material has been sent to the company’s security holders with respect to the 2010 annual meeting of security holders.
 
 3.
If such report or proxy material is furnished to security holders subsequent to the filing of this Report on Form 10-K, the company will furnish copies of such material to the Commission at the time it is sent to security holders.
 
 
  24
 
 ANNUAL REPORT ON FORM 10-K
 ITEM 8
 FINANCIAL STATEMENTS
 FISCAL YEARS ENDED DECEMBER 31, 2010 and 2009
 MAXSYS HOLDINGS, INC.
 WOODLAND HILLS, CA
  
 
 MAXSYS HOLDINGS, INC.
 
 Financial Statements

PageBalance Sheets - December 31, 2010(unaudited) and December 31, 2009

F-1Statements of Operations - For the Years Ended December 31, 2010(unaudited) and 2009 and for the period of inception, from September 5, 2007 through December 31, 2010

F-2Statements of Stockholders’ Deficit - Inception, September 5, 2007 through December 31, 2010 (unaudited)

F-3Statements of Cash Flows - For the Years Ended December 31, 2010(unaudited) and 2009 and for the period of inception, from September 5, 2007 through December 31, 2010(unaudited)

F-4Notes to Financial Statements

F-5
   
  25
 
 Maxsys Holdings, Inc.
 (Formerly Known as Tai Pan Holding, Inc. and Unicapital Acquisition Corp.)
 (A Development Stage Company)
 Balance Sheets
 
 December 31,2010


December 31,(unaudited)


2009ASSETSCurrent assetsCash


$
6,268


$
23,966Accounts receivable



-



331Other receivables



-



850Total current assets


6,268



25,147Property and equipment - net



21,311



31,477Other assets



-



4,200Total assets

$
27,578


$
60,824LIABILITIES AND STOCKHOLDERS' DEFICITCurrent liabilitiesAccounts payable


$
-


$
700Accrued liabilities



190,905



171,380Notes payable to related parties



140,271



117,733Total current liabilities


331,176



289,813Stockholders' deficitPreferred stock: $0.01 par value, 20,000,000 sharesauthorized; none issued



-



-Common stock: $0.01 par value; 300,000,000 sharesauthorized; 82,260,552 shares issued at December 31, 2010and 2009



822,606



822,606Additional paid-in capital



521,044



521,044Retained earning deficit



(1,647,248
)


(1,572,639
)Total stockholders' deficit


(303,598
)


(228,989
)Total liabilities and stockholders' deficit

$
27,578


$
60,824
     F-1
 
 Maxsys Holdings, Inc.
 (Formerly Known as Tai Pan Holding, Inc. and Unicapital Acquisition Corp.)
 (A Development Stage Company)
 Statements of Operations
 
 For the


Period fromYears Ended


September 5, 2007December 31,


(inception) to2010


2009


December 31, 2010Revenues

$
-


$
159,499


$
340,705Cost of sales


-



151,251



287,342Gross profit


-



8,248



53,363Operating expensesSales and marketing


-



36,200



158,592Research and development


-



-



337,489General and administrative


67,286



334,685



1,179,973Total operating expenses


67,286



370,885



1,676,054Loss from operations


(67,286
)


(362,637
)


(1,622,691
)Other income (expense)Interest income


2



1,257



13,679Finance charges


(6,021
)


(7,481
)


(28,284
)Franchise taxes


(2,189
)


(1,114
)


(5,480
)Miscellaneous income


1,064



791



1,855Miscellaneous expenses


(180
)


(6,148
)


(6,327
)Net loss

$
(74,609
)

$
(375,332
)

$
(1,647,248
)Basic and diluted loss per common share


*



*Basic and diluted weighted average common shares outstanding


82,260,552



82,260,552
 
 * Less than $0.01.
 
 F-2
  Maxsys Holdings, Inc.
 (Formerly Known as Tai Pan Holding, Inc. and Unicapital Acquisition Corp.)
 (A Development Stage Company)
 Statements of Stockholders’ Deficit
 
 Additional


Retained


TotalCommon Stock


paid-in


earnings


stockholders'Shares


Amount


capital


deficit


deficitBalance, September 5, 2007


-


$
-


$
-


$
-


$
-Issuance of stock for cash at $0.01per share in September 2007


75,000,000



750,000



-



-



750,000Net loss


-



-



-



(126,101
)


(126,101
)Balance, December 31, 2007


75,000,000


$
750,000


$
-


$
(126,101
)

$
623,899Issuance of stock for cash at $0.0125per share in December 2008


3,000,000



30,000



7,500



-



37,500Recognition of stock based compensation


-



-



375,000



-



375,000Net loss


-



-



-



(1,071,206
)


(1,071,206
)Balance, December 31, 2008


78,000,000


$
780,000


$
382,500


$
(1,197,307
)

$
(34,807
)Issuance of stock for cash at $0.025per share in January 2009


3,000,000



30,000



45,000



-



75,000Recognition of stock based compensation


-



-



75,000



-



75,000Issuance of stock for cash at $0.0225per share in September 2009


888,889



8,889



11,111



-



20,000Issuance of stock for cash at $0.03per share in October 2009


71,663



717



1,433



-



2,150Issuance of stock for cash at $0.03per share in December 2009


300,000



3,000



6,000



-



9,000Net loss


-



-



-



(375,332
)


(375,332
)Balance, December 31, 2009


82,260,552


$
822,606


$
521,044


$
(1,572,639
)

$
(228,989
)Net loss


-



-



-



(74,609
)


(74,609
)Balance, December 31 2010


82,260,552


$
822,606


$
521,044


$
(1,647,248
)

$
(303,598
)
    F-3
  Maxsys Holdings, Inc.
 (Formerly Known as Tai Pan Holding, Inc. and Unicapital Acquisition Corp.)
 (A Development Stage Company)
 Statements of Cash Flows
 
 Period fromYears Ended


September 5, 2007December 31,


(inception) to2010


2009


December 31, 2010Operating activitiesNet loss

$
(74,609
)

$
(375,332
)

$
(1,647,248
)Adjustments to reconcile net loss to net cash used in operating activitiesLoss on sale of fixed assets


179



4,511



4,690Depreciation


9,724



15,851



71,303Non-cash stock based compensation


-



75,000



450,000Changes in operating assets and liabilities:Accounts receivable


331



761



-Other receivables


850



29,915



-Inventories


-



116,200



-Other asssets


4,200



311,701



-Accounts payable


(700
)


(7,335
)


-Other current liabilities


-



(28,484
)


-Accrued liabilities


19,525



35,058



190,905Net cash provided by (used in) operating activities


(40,500
)


177,846



(930,350
)Investing activitiesProceeds from sale of property and equipment


264



6,809



7,073Purchase of property and equipment


-



-



(104,376
)Net cash provided by (used in) investing activities


264



6,809



(97,303
)Financing activitiesProceeds from (payment of) line of credit


-



(299,940
)


-Proceeds from issuance (payment of) of note payable


22,538



5,169



140,271Proceeds from issuance of common stock


-



106,150



893,650Net cash provided by (used in) financing activities


22,538



(188,621
)


1,033,921Net change in cash


(17,698
)


(3,966
)


6,268Cash, beginning of year


23,966



27,932



-Cash, end of period

$
6,268


$
23,966


$
6,268Supplemental disclosure of cash flow informationCash paid for:Interest

$
-


$
7,481


$
22,263
 
  F-4
  Maxsys Holdings, Inc.
 (Formerly Known as Tai Pan Holding, Inc. and Unicapital Acquisition Corp.)
 (A Development Stage Company)
 Notes to Financial Statements
 
 
 BASIS OF PRESENTATION
 
 Maxsys Holdings, Inc. (formerly known as Tai Pan Holding, Inc. and Unicapital Acquisition Corp.) (the “Company”) was incorporated in the state of Delaware on January 11, 2008.  The Company is a distributor and retailer of ATSC digital converter box.
 
 The accompanying unaudited financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America for the preparation of interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.
 
 Management is required to make certain estimates and assumptions which affect the amounts of assets, liabilities, revenue and expenses reported.  Actual results could differ materially from these estimates and assumptions.
 
 MERGER AND ACQUISITION
 
 On January 2, 2009, William Tay, the majority shareholder of the Company entered into a Share Purchase Agreement with Tai Pan Holding, Inc. (“Tai Pan”), a Delaware corporation incorporated on September 5, 2007 under the name “Gridlink Technologies, Inc.” On January 18, 2009, pursuant to such agreement, Mr. Tay sold all 31,340,000 common shares of the Company held by him to Tai Pan for $39,950 in consideration.
 
 On March 11, 2009, the Company entered into an Agreement and Plan of Merger with Tai Pan. On March 16, 2009, pursuant to this agreement, Tai Pan merged with and into the Company, whereupon the separate existence of Tai Pan ceased and the Company was the surviving entity. Concurrently, the Company cancelled the common shares acquired from Mr. Tay. In connection therewith, on March 25, 2009, the Company changed its name from “Unicapital Acquisition Corp.” to “Tai Pan Holding, Inc.”
 
 The merger transaction has been accounted for as a reverse merger, with the Company as the legal acquirer and Tai Pan as the accounting acquirer. Prior to the merger with Tai Pan, the Company was a shell company with no operations and no net assets.
 
 On September 3, 2009 the Company changed its name to Maxsys Holdings, Inc. Consequently, the financial information presented herein is that of Maxsys Holdings, Inc.
  F-5
 
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Managements’ Plan
 
 The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred losses from operations and has negative cash flows from operating activities since its inception. At December 31, 2010 and 2009 the Company had $6,268 and $23,966, respectively in unrestricted cash. The Company requires funding to maintain working capital to meet its growth plans until such time revenues are sufficient to meets its anticipated cost structure. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans are to obtain additional funding through an offering of common stock. There are no
 
 assurances that management will be successful in its plans. The accompanying financial statements do not include any adjustments that might result from the outcome of the uncertainty.
 
 Use of Estimates
 
 The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reported periods. Actual results could materially differ from those estimates.
 
 Cash and Cash Equivalents
 
 For purpose of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.
 
 Revenue Recognition
 
 The Company recognizes revenues when the earnings process is complete, evidenced by an agreement between the Company and the customer, there has been delivery and acceptance, collectability is probable, and pricing is fixed and determinable. Revenue from service agreements is generally recognized ratably over the service period or as the service is rendered. Allowances are established for anticipated product returns, price protection, cooperative marketing, and sales incentive programs.
 
 Inventories
 
 Inventories are stated at the lower of cost or market. Cost is determined by using the first-in first-out method.
 
 Research and Development
 
 Research and development costs are expensed as incurred. The costs of materials and equipment that will be acquired or constructed for research and development activities, and that have alternative future uses, both in research and development, marketing or sales, will be classified as property and equipment and depreciated over their estimated useful lives.
  F-6
 
 Income Taxes
 
 The Company accounts for income taxes in accordance with Financial Accounting Standards Board ("FASB") Statement No. 109 "Accounting for Income Taxes." SFAS No. 109 requires the Company to provide a net deferred tax asset/liability equal to the expected future tax benefit/expense of temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carry forwards. A valuation allowance is established to offset the deferred tax assets when it is more likely than not, that such tax assets will not be recovered.
 
 Loss per Common Share
 
 The Company presents basic loss per share ("EPS") and diluted EPS on the face of the statement of operations. Basic loss per share is computed as net loss divided by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from common shares issuable through stock options, warrants, and other convertible securities.
 
 Risk and Uncertainties
 
 The Company's operations are subject to new innovations in product design and function. Significant technical changes can have an adverse effect on product lives. Design and development of new products are important elements to achieve and maintain profitability in the Company's industry segment.
 
 The Company may be subject to federal, state and local environmental laws and regulations. The Company does not anticipate expenditures to comply with such laws and does not believe that regulations will have a material impact on the Company's financial position, results of operations, or cash flows. The Company believes that its operations comply, in all material respects, with applicable federal, state, and local environmental laws and regulations.
 
 Concentrations of Risk
 
 The Company, at times, maintains cash balances at certain financial institutions in excess of amounts insured by federal agencies. The Company’s sale and packaging of its product and other related services in beginning of 2009 were concentrated solely with a third party, as disclosed in Note 9(a). The loss of this third party could have a material effect on the Company. The Company will explore opportunities with other third parties as it continues to expand its business.
 
 Property and Equipment
 
 Property and equipment are stated at cost, less accumulated depreciation. The provision for depreciation is computed using the straight-line method over the estimated useful lives of the assets ranging from three (3) to seven (7) years. Significant renewals and betterments are capitalized while maintenance and repairs are charged to expense as incurred. Leasehold improvements are amortized on the straight-line basis over the lesser of their estimated useful lives or the term of the related lease.
 
 The Company reviews its property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by acomparison of the carrying amount of an asset to the future undiscounted operating cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell.
  F-7
  Stock-Based Compensation
 
 At inception, the Company adopted SFAS No. 123 (revised 2004), "Share-Based Payment" ("SFAS 123R"). SFAS 123R requires that the Company account for all stock-based compensation using a fair-value method and recognize the fair value of each award as an expense over the service period.
 
 Accounting for Stock Options Issued to Consultants
 
 The Company measures compensation expense for its non-employee stock-based compensation under Emerging Issues Task Force ("EITF") No. 96-18 "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services". The fair value of the option issued or committed to be issued is used to measure the transaction, as this is more reliable than the fair value of the services received. The fair value is measured at the value of the Company's common stock on the date that the commitment for performance by the counterparty has been reached or the counterparty's performance is complete. The fair value of the equity instrument is charged directly to stock-based compensation expense and credited to additional paid-in capital.
 
 Fair Value Measurements
 
 On January 1, 2008, the Company adopted SFAS No. 157 (SFAS 157), Fair Value Measurements which became effective for the Company.  SFAS 157 relates to financial assets and financial liabilities. In February 2008, the FASB issued FASB Staff Position (FSP) No. FAS 157-2, Effective Date of FASB Statement No. 157, which delayed the effective date of SFAS 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on at least an annual basis, until January 1, 2009 for calendar year-end entities.
 
 SFAS 157 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (GAAP), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions. FSP FAS 157-1 amends SFAS 157 to exclude from the scope of SFAS 157 certain leasing transactions accounted for under Statement of Financial Accounting Standards No. 13, “Accounting for Leases.” FSP FAS 157-2 amends SFAS 157 to defer the effective date of SFAS 157 for all non-financial assets and non-financial liabilities except those that are recognized or disclosed at fair value in the financial statements on a recurring basis to fiscal years beginning after November 15, 2008. In addition, effective for the third quarter of 2008, the Company adopted FASB Staff Position 157-3 “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active” (“FSP FAS 157-3”). FSP FAS 157-3 clarifies the application of SFAS 157 to financial instruments in an inactive market. The adoption of SFAS 157 and FSP FAS 157-3 did not have a material impact on the Company’s financial statements since the Company generally does not record its financial assets and liabilities in its financial statements at fair value.
  F-8
 
 Effective January 1, 2008, the Company also adopted, on a prospective basis, Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. The adoption of SFAS 159 did not have a material impact on the Company’s financial statements since the Company elected not to apply the fair value option for any of its eligible financial instruments or other items.
 
 In April 2009, the FASB issued FSP FAS 107-1 and Accounting Principles Board (APB) 28-1, Interim Disclosures about Fair Value of Financial Instruments. The FSP amends SFAS No. 107 “Disclosures about Fair Value of Financial Instruments” to require an entity to provide disclosures about fair value of financial instruments in interim financial information. This FSP is to be applied prospectively and is effective for interim and annual periods ending after June 15, 2009 with early adoption permitted for periods ending after March 15, 2009. The adoption of this FSP did not have an impact on the Company’s financial statements.
 
 Recent Accounting Pronouncements
 
 In December 2007, the FASB issued SFAS No. 141(R), Business Combinations, which became effective January 1, 2009 via prospective application to business combinations. This Statement requires that the acquisition method of accounting be applied to a broader set of business combinations, amends the definition of a business combination, provides a definition of a business, requires an acquirer to recognize an acquired business at its fair value at the acquisition date and requires the assets and liabilities assumed in a business combination to be measured and recognized at their fair values as of the acquisition date (with limited exceptions). The Company adopted this Statement on January 1, 2009. There was no impact upon adoption, and its effects on future periods will depend on the nature and significance of business combinations subject to this statement.
 
 In April 2009, the FASB issued FSP FAS 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies. This FSP requires that assets acquired and liabilities assumed in a business combination that arise from contingencies be recognized at fair value if fair value can be reasonably estimated. If fair value cannot be reasonably estimated, the asset or liability would generally be recognized in accordance with SFAS No. 5, “Accounting for Contingencies” and FASB Interpretation No. 14, “Reasonable Estimation of the Amount of a Loss”. Further, the FASB removed the subsequent accounting guidance for assets and liabilities arising from contingencies from SFAS No. 141(R). The requirements of this FSP carry forward without significant revision the guidance on contingencies of SFAS No. 141, “Business Combinations”, which was superseded by SFAS No. 141(R) (see previous paragraph). The FSP also eliminates the requirement to disclose an estimate of the range of possible outcomes of recognized contingencies at the acquisition date. For unrecognized contingencies, the FASB requires that entities include only the disclosures required by SFAS No. 5. This FSP was adopted effective January 1, 2009. There was no impact upon adoption, and its effects on future periods will depend on the nature and significance of business combinations subject to this statement.
 
 In May 2009, the FASB issued SFAS No. 165, “Subsequent Events,” which requires entities to disclose the date through which they have evaluated subsequent events and whether the date corresponds with the release of their financial statements. The statement establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS No. 165 is effective for interim or annual financial periods ending after June 15, 2009, and shall be applied prospectively. The adoption of SFAS No. 165 did not have an impact to the Company’s financial statements.
 In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles,” Replaces SFAS No. 162, establishes the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. On the effective date for financial statements issued for interim and annual periods ending after September 15, 2009, the Codification will supersede all then–existing non-SEC accounting and reporting standards. The Company has determined that the adoption of SFAS No. 168 will not have an impact on the financial statements.
  F-9
  PROPERTY AND EQUIPMENT
 
 At December 31, 2010 and 2009, property and equipment consisted of the following:
 
 December 31,


December 31,2010


2009Furniture and fixtures

$
9,156


$
9,495Leasehold improvements


1,350



1,350Machinery and equipment


16,818



16,818Test equipment


24,621



25,379Software


35,391



35,39187,336



88,433Less accummulated depreciation


66,025



56,956$
21,311


$
31,477
  Provisions for depreciation for the nine months ended December 31, 2009 and 2008 were $15,820 and $44,820, respectively.
  OTHER ASSETS
 
 At December 31, 2010 and 2009, other assets consisted of the following:
 
 
 December 31,


December 31,2010


2009Deposit

$
-


$
4,200$
-


$
4,200
 LINE OF CREDIT
 
 On March 12, 2008, the Company obtained a line of credit from United Commercial Bank amounting to $300,000. The line of credit bears interest at 4.44% per annum and is collateralized by the Company’s certificate of deposit. The Company paid off the total balance of $299,940 at the maturity date of February 13, 2009.
 
  F-10
 
 RELATED PARTY TRANSACTION
 
 On April 21, 2008, the Company issued a promissory note payable to Tai Pan Capital Private Limited, an affiliate, amounting to $120,000.  The promissory note bears interest at 6% per annum and is collateralized by the Company’s inventories and accounts receivable.  As of December 31, 2010, the balance of the promissory note amounted to $79,788.
 
 In April and June 2009, the Company obtained advances from a director totaling $20,000 (presented in the balance sheet as part of other current liabilities). As of December 31, 2010, the balance of the promissory note amounted to $22,169.
 
 During the year 2009 and 2010, the Company obtained additional advances from an officer of the company, totaling $38,315 (presented in the balance sheet as part of other current liabilities).
 
 STOCKHOLDERS’ EQUITY
 
 During the period from September 5, 2007 (Inception) to December 31, 2010, the Company issued 82,260,552 shares of its common stock for a total consideration of $893,650.
 
 COMMITMENTS AND CONTINGENCIES
 
 Litigation and Settlement
 
 Two of the Company’s former employees filed a legal action against the Company for breach of contract for failure to pay severance pay upon their termination from employment and pursuant to their employment agreements.  The Company accrued this liability as of September 30, 2009.  In April 2009, the Company filed a cross-complaint against the former CEO upon breach of fiduciary duty, fraud, and negligence in relation to the above legal action, and request for indemnification. In June 2009, the former CEO filed another cross-complaint against the Company for wrongful termination and others.
 
 In July 2010 the Company reached an agreement with the two former employees and former CEO. On August 3, 2010 a global settlement agreement and stipulation judgments were signed among the Company, two employees, and former CEO, and also have been approved by the judicial officer and filed into the court.
 
 Based on the global settlement agreement and stipulation judgment, the Company will pay two employees the sum of $53,712 each and release former CEO.  At the same time the two employees and former CEO will mutually release the Company, officers, and directors.  The Company had accrued approximately $100,000 of his litigation liability as of March 31, 2010. The balance of $7,424 was also accrued as of June 30, 2010.
 
 INCOME TAXES
 
 As of December 31, 2010, the Company has available net operating loss (NOL) carry-forwards that approximate $1,647,248 and may be applied against future taxable income through tax year 2025.  A valuation reserve has been set up to entirely offset any deferred tax asset since it is more likely than not that the deferred tax assets will not be realized.
   F-11