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, 2009ORo
            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  x





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, 2010, there were 82,260,552 shares of common stock
outstanding.







Maxsys
Holdings, Inc.


FORM
10-K


For
the Fiscal Year Ended December 31, 2009





INDEX





PART
      IItem
      1.
            Description
      of Business
            1Item
      1A.
            Risk
      Factors
            3Item
      2.
            Description
      of Properties
            7Item
      3.
            Legal
      Proceedings
            7Item
      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
            8Item
      6.
            Selected
      Financial Information
            10Item
      7.
            Management’s
      Discussion and Analysis or Plan of Operations
            10Item
      8.
            Financial
      Statements
            14Item
      9.
            Changes
      In and Disagreements with Accountants on Accounting and Financial
      Disclosure
            14Item
      9A.
            Controls
      and Procedures
            15Item
      9B.
            Other
      Information
            16PART
      IIIItem
      10.
            Directors,
      Executive Officers and Corporate Governance
            16Item
      11.
            Executive
      Compensation
            18Item
      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
            21Item
      15.
            Exhibits,
      Financial Statement Schedules
            22Signatures
            
            23











PART
I





Item
1.          Description of
Business.








Our
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.




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.







1




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.





The
Company Has No Existing Agreement For A Business Combination Or Other
Transaction.





We have
no arrangement, agreement or understanding with respect to engaging in a merger
with, joint venture with or acquisition of, a private or public entity.  No
assurances can be given that we will successfully identify and evaluate suitable
business opportunities or that we will conclude a business combination.
 Management has not identified any particular industry or specific business
within an industry for evaluation. We cannot guarantee that we will be able to
negotiate a business combination on favorable terms, and there is consequently a
risk that funds allocated to the purchase of our shares will not be invested in
a company with active business operations.


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 had 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.





We
Cannot Assure You That Following A Business Combination With An Operating
Business; Our Common Stock Will Be Listed On NASDAQ Or Any Other Securities
Exchange.





Following
a business combination, we may seek the listing of our common stock on NASDAQ.
However, we cannot assure you that following such a transaction, we 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.


5





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,
we have never paid dividends on our Common Stock and do not presently intend to
pay any dividends in the foreseeable future. We anticipate that any funds
available for payment of dividends will be re-invested into the Company to
further its business strategy.





Authorization
of Preferred Stock.





Our
Certificate of Incorporation authorizes the 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, our 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 we will
not do so in the future.





Control
by Management and Directors.





Management
and Directors currently owns 71.3% 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.


6





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 15, 2010, 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.





Item
3.         Legal
Proceedings.




The
following discussion discusses 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.


7





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 last
final status conference on March 26, 2010, the court granted another continuance
to extend trial date to July 19, 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,
2009 there have been no matters submitted to the vote of the security
holders.







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 March 31, 2010, we have
82,260,552 shares of common stock issued and outstanding.  None 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 15, 2010
there were 46 holders of record 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.


8





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





On
January 31, 2009, the Company issued 3,000,000 shares of common stock for total
consideration of $75,000 for general operation of the Company.





On
September 18, 2009, the Company issued 888,889 shares of common stock for total
consideration of $20,000 for general operation of the Company.




On
October 28, 2009, the Company issued 71,663shares of common stock for total
consideration of $2,150 for general operation of the Company.




On
December 4, 2009, the Company issued 300,000 shares of common stock for total
consideration of $9,000 for general operation of the Company.




The
Company sold these shares of Common Stock under the exemption from registration
provided by Section 4(2) of the Securities Act of 1933, as amended.





We relied
upon Section 4(2) of the Securities Act of 1933, as amended for the above
issuances. We believed that Section 4(2) was available because:





•           None
of these issuances involved underwriters, underwriting discounts or
commissions;





•           We
placed restrictive legends on all certificates issued;





•           No
sales were made by general solicitation or advertising;





•           Sales
were made only to accredited investors





In
connection with the above transactions, we provided the following to all
investors:





•           Access
to all our books and records.





•           Access
to all material contracts and documents relating to our operations.





•           The
opportunity to obtain any additional information, to the extent we possessed
such information, necessary to verify the accuracy of the information to which
the investors were given access.


9





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.





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.


10


Overview




The
Company 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 were digital converter
boxes 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.




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.


11




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, 2009 fall within the referenced guidelines. Accordingly, we
report our activities in this report in accordance with ASC Topic
915.




Year
ended December 31, 2009 Compared to the Year Ended December 31,
2008





Revenue. Net sales for the
twelve months ended December 31, 2009 decreased from the comparable prior year
period by $21,707, or 12%. The decrease in sales is due to expiration of
government ATSC digital converter box program in July 2009.





Gross
Margin.  Gross profit derived from net sales less the cost of
purchase. Gross margin as a percentage of sales decreased to 6% for the year
ended December 31, 2009 from 25% in the prior year. This is primarily the result
of a decrease in direct to consumer sales combined with more frequent order and
product specific discount offers for consumers. Gross profit on wholesale sales
increased as a result of a unit price decrease that was implemented during the
second quarter of 2009.





Total operating expenses. Our
operating expenses for the year ended December 31, 2009 were $370,885, as
compared to $1,111,420 for the same period in 2008, a decrease of 68%. The
decrease is mainly attributable to the discontinuance of our research and
development activities in 2008.





Selling and Marketing
Expenses.  Our selling and marketing expenses for the year
ended December 31, 2009 were $36,200, as compared to $92,360 for the same period
of 2008, a decrease of 61%. This decrease is primarily because of our declining
selling activities of converter boxes after July 2009.




Research and Development
Expenses.We
did not incur research and development expenses during the year ended December
31, 2009.  The Company decided to discontinue the development project
and shifted to the sale of converter boxes in May 2008.




General and Administrative
Expenses.Our general and
administrative expenses for the year ended December 31, 2009 were $334,685, as
compared to $753,868 for the same period in 2008, a decrease of
57%.  This decrease is mainly because of the discontinuation of our
development project.


12




Loss from
Operations.  Our losses from operations for the year ended
December 31, 2009, amounted to $362,637, as compared to our losses from
operations of $1,066,305 for the same period of 2008, a decrease of 67%. This
decrease is mainly because of the discontinuance of our research and development
projects.




Interest Expenses. We
incurred interest expenses amounting to $7,481 for the year ended December 31,
2009 in connection with the promissory notes and line of credit and $14,782 of
such expenses for the same period in 2008.




Miscellaneous Expenses. For
the twelve months ended December 31, 2009, we recorded other expenses of $6,148
in connection with the disposal of equipment. We did not have such expenses for
the same period in 2008.




No
expense or benefit from income taxes was recorded during the years ended June
30, 2009 and 2008. We do not expect any U.S. federal or state income taxes to be
recorded for the current fiscal year because of available net operating loss
carry-forwards.





We had
net loss of $375,332 or ($0.005) per diluted share, for the twelve months ended
December 31, 2009 compared with net loss of $1,071,206, or ($0.014) per diluted
share, for the year ended December 31, 2008.




Variability
of Results





We have
experienced significant quarterly fluctuations in operating results and
anticipate that these fluctuations may continue in future periods. As described
in previous paragraphs, operating results have fluctuated as a result of changes
in sales levels to consumers and wholesalers, competition, costs associated with
new product introductions and increases in raw material costs. In addition,
future operating results may fluctuate as a result of factors beyond our control
such as foreign exchange fluctuation, changes in government regulations, and
economic changes in the regions it operates in and sells to. A portion of our
operating expenses are relatively fixed and the timing of increases in expense
levels is based in large part on forecasts of future sales. Therefore, if net
sales are below expectations in any given period, the adverse impact on results
of operations may be magnified by our inability to meaningfully adjust spending
in certain areas, or the inability to adjust spending quickly enough, as in
personnel and administrative costs, to compensate for a sales shortfall. We may
also choose to reduce prices or increase spending in response to market
conditions, and these decisions may have a material adverse effect on financial
condition and results of operations.




Liquidity
and Capital Resources




For the
year ended December 31, 2009, we generated $177,846 from operating activities,
as compared to $943,232 that we used in operating activities for the year ended
December 31, 2008.  This increase is primarily due to increase
in sales and decrease in operating expenses for the first six months of 2009 and
maturity of a $300,000 certificate of deposit in February 2009.




For the
year ended December 31, 2009, we used $188,621 in financing activities,
primarily in connection with paying off a line of credit, as compared to $950,004 that we
generated in financing activities during the year ended December 31,
2008, mainly in connection with the proceeds received from the issuance of
common stock and obtaining of line of credit.




For the
year ended December 31, 2009, $6,809 was provided from investing activities from
the disposal of test equipment, as compared to $77,161 that we used in investing
activities to purchase computer hardware and software for our development
project for the year ended December 31, 2008.




As of
December 31, 2009, we had cash of $23,966.  Our total current assets
were $25,147 and our total current liabilities were $289,813, which resulted in
negative net working capital of $264,666.


13




To
provide sufficient funding for our business plan, we will need to raise
approximately $3 million to $4 million of additional capital during fiscal year
of 2010.  We expect to achieve this financing goal through public or
private equity offerings. We may raise the capital in more than one transaction
according to the economy and market conditions.  However, we have
encountered unexpected difficulties with implementation of our previous business
plans, and there can be no assurance that unexpected difficulties can be avoided
when we carry on our future business plans.  This fact alone could
compromise our chances of raising sufficient funds in the foreseeable future. If
we are able to raise the funds, the terms and conditions may be highly dilutive
to our existing stockholders.




As part
of our plan to augment our financial resources and consider attractive business
opportunities, we and our principal stockholders have entered into discussions
with an unaffiliated third party with respect to a potential merger transaction
which could result in change of control/ownership and new management. However,
there can be no assurance that a merger or other significant transaction will be
consummated with the third party or, if consummated, that the Company or its
stockholders would realize any benefits from it.




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 our lack of cash, we are unable pay
all of the costs associated with our operations. 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.





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-7.





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





Not
applicable.


14





Item 9A.
      Controls and Procedures





We
maintain 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





Our Chief
Executive Officer and Chief Financial Officer are responsible for establishing
and maintaining adequate internal control over financial reporting, as such term
is defined in Rule 13a-15(f) of the Exchange Act.





Internal
control over financial reporting is promulgated under the Exchange Act as a
process designed by, or under the supervision of, our Chief Executive Officer
and Principal Financial Officer and effected by our board of directors,
management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles and includes those policies and procedures that:





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





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





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





Readers
are cautioned that internal control over financial reporting, no matter how well
designed, has inherent limitations and may not prevent or detect misstatements.
Therefore, even effective internal control over financial reporting can only
provide reasonable assurance with respect to the financial statement preparation
and presentation.





Our
management, under the supervision and with the participation of our Chief
Executive Officer and Principal Financial Officer, has evaluated the
effectiveness of our internal controls over financial reporting as of the end of
the period covered by this report based upon the framework in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO). Based on our evaluation, management concluded
that our internal control over financial reporting was effective as of December
31, 2009.





We
continue the process to complete a thorough review of our internal controls as
part of our preparation for compliance with the requirements of Section 404 of
the Sarbanes-Oxley Act of 2002. Section 404 requires our management to report
on, and our external auditors to attest to, the effectiveness of our internal
control structure and procedures for financial reporting. As a non-accelerated
filer under Rule 12b-2 of the Exchange Act, our first report under Section 404
as a smaller reporting company will be contained in our Form 10-K for the year
ended December 31, 2010.


15





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





There
were no changes in our internal controls over financial reporting (as such term
is defined in Rule 13a-15(f) under the Exchange Act) that occurred during
our fiscal year ended December 31, 2009, that have materially affected, or are
reasonably likely to materially affect, our internal controls over financial
reporting. In the estimation of our senior management, none of the following
changes in the composition of management have materially affected, or are
reasonably likely to materially affect, our internal controls over financial
reporting:





Item
9B.       Other Information





Not
applicable.





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
            
            54
            
            Chief
      Executive Officer and Executive Chairman of the BoardCheng-Yu
      Wang
            
            48
            
            Chief
      Financial Officer, Secretary, and
      DirectorHoon
      Leum Goh
            
            59
            
            Chief
      Operating Officer and DirectorKheng
      Siang Lee
            
            56
            
            DirectorEng
      Seng Tan
            
            45
            
            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 54, Chief Executive Officer and Executive Chairman





- 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 48, 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.


16





Hoon
Leum Goh, age 59, Director





-
Managing Director of TacPlas Property Services Pte Ltd, a Singapore company,
from August 2007 to present.





- Project
Director of Sapphire Corporation, a public listed company in Singapore and
General Manager of Caravelle Construction & Development Pte Ltd, a
subsidiary of Sapphire, from 2004 to August 2007





Kheng Siang Lee, age 56,
Director- President/CEO and director of Gridlink Technologies, Inc, a
Delaware corporation in US (the former entity of Tai Pan Holding, Inc), from
2007 to 2009.





-
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.





Eng
Seng Tan, age 45, Director





-
Financial Controller of Himawari Hotel Apartments (formerly known as MiCasa
Hotel Limited) in Phnom Penh, Cambodia, from 2001 to present.





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, 2009 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.


17





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.




Item
11.       Executive Compensation.





The
following table describes compensation awarded, paid to or earned, for the last
fiscal year, by us to our former Chief Executive Officers and Chief
Financial Officer during our fiscal years ended December 31, 2009 and
2008.





Non-QualifiedNon-Equity
              
              
              DeferredName
      and Principal
              
              
              
              
              
              
              
              
              
              Stock
              
              
              Option
              
              
              IncentivePlan
              
              
              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)
              
              2009
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -Chief
      Executive Officer and Chairman
              
              2008
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -Of
      BoardCheng-Yu
      Wang (2)
              
              2009
              
              $
              50,920
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              50,920Chief
      Financial Officer, Secretary
              
              2008
              
              $
              19,222
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              19,222and
      DirectorKheng
      Siang Lee (3)
              
              2009
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -Former
      President, CEO and Chairman
              
              2008
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -Hoon
      Leum Goh  (4)
              
              2009
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -Chief
      Operating Officer, Director
              
              2008
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -




(1)
            Mr.
      William Elder became our Chief Executive Officer, Chairman of the board
      effective August 23, 2009.





(2)
            Mr.
      Cheng-Yu Wang is our Chief Financial Officer since September 5,
      2007.





(3)
            Mr.
      Kheng Siang Lee became our President and Chief Executive since April 23,
      2008 and resigned from the position on June 29,
  2009.





(4)
            Mr.
      Hoon Leum Goh is our Chief Operating Officer since April 23,
      2008.




18


Our
officers and directors did not receive any 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 an
unaffiliated entity, that entity may desire to employ or retain one or a number
of members of our management for the purposes of providing services to the
surviving entity. However, we have 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 employment agreements.





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, 2009, 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.


19





Name and
      Address(1)
            Amount
      and Nature of
              Beneficial
      Ownership(2)
            Percentage of
      Class(3)Kheng
      Siang Lee
              Director
            51,300,000
            62.4%Cheng
      Yu Wang
              Secretary,
      Chief Financial Officer and Director
            4,850,000
            5.9%Eng
      Seng Tan
              Director
            1,750,000
            2.1%Hoon
      Leum Goh
              Chief
      Operating Officer and Director
            750,000
            *William
      Elder
            0
            *All
      Officers and Directors as a group
            58,650,000
            71.3%





_____________________________





*
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,
  2009.








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, 2009, the
balance of the promissory note amounted to $75,174.





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, 2009, the balance of the promissory note amounted to
$20,887.





At the
year-end 2009, the Company obtained advances from an affiliate of the Company,
totaling $21,671 (presented in the balance sheet as part of notes payable to
related parties).


20





Item
14.       Principal Accountant Fees and
Services





On March
25, 2009, the Company dismissed Stan J. H. Lee, CPA, 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.





Years
      Ended October 31,2009
            
            
            2008Stan
      J. H. Lee, CPAAudit
      fees
            
            $
            
            
            
            $
            1,100Audit-related
      fees (a)
            
            $
            -
            
            
            $
            -Tax
      fees (b)
            
            $
            -
            
            
            $
            -Registration
      Statement Fees
            
            $
            -
            
            
            $
            -All
      other fees
            
            $
            
            
            
            $
            -Vasquez
      & Company LLPAudit
      fees
            
            $
            11,000
            
            
            $
            10,000Audit-related
      fees (a)
            
            $
            -
            
            
            $
            -Tax
      fees (b)
            
            $
            -
            
            
            $
            -Registration
      Statement Fees
            
            $
            -
            
            
            $
            -All
      other fees
            
            $
            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.





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, 2009, all audit-related services were pre-approved
by the Board of Directors, which concluded that the provision of such services
by Vasquez & Company LLP  was compatible with the maintenance of
that firm’s independence in the conduct of its auditing
functions.


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:





Report
      Of Independent Registered Public Accounting Firm
            
            F-1Balance
      Sheets –  December 31, 2009 and 2008
            
            F-2Statements
      of Operations – For the Years Ended December 31, 2009 and 2008 and the for
      the period of inception, from September 5, 2007 through December 31,
      2009
            
            F-3Statements
      of Cash Flows - For the Years Ended December 31, 2009 and 2008 and the for
      the period of inception, from September 5, 2007 through December 31,
      2009
            
            F-4Statements
      of Stockholders’ Equity  – Inception, September 5, 2007, through
      December 31, 2009
            
            F-5Notes
      to Financial Statements
            
            F-6





(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
            Bylaws
      (2)3.4
            Letter
      of Stan J. H. Lee, CPA (4)31.1
            Section
      302 Certification by the Corporation’s Chief Executive
    Officer31.2
            Section
      302 Certification by the Corporation’s Chief Financial
    Officer32.1
            Section
      906 Certification by the Corporation’s Chief Executive
    Officer32.2
            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




22





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 15, 2010
            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
      15, 2010/s/
      Cheng Yu Wang
            
            Chief
      Financial Officer, Secretary  and Director
            April
      15, 2010

















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, 2009, 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 2009 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.




23





ANNUAL
REPORT ON FORM 10-K


ITEM
7


FINANCIAL
STATEMENTS


FISCAL
YEARS ENDED DECEMBER 31, 2009 and 2008


MAXSYS
HOLDINGS, INC.


WOODLAND
HILLS, CA












MAXSYS
HOLDINGS, INC.





Financial
      Statements
            
            PageReport
      Of Independent Registered Public Accounting Firm
            
            F-1Balance
      Sheets –  December 31, 2009 and 2008
            
            F-2Statements
      of Operations – For the Years Ended December 31, 2009 and 2008 and for the
      period of inception, from September 5, 2007 through December 31,
      2009
            
            F-3Statements
      of Cash Flows - For the Years Ended December 31, 2009 and 2008 and for the
      period of inception, from September 5, 2007 through December 31,
      2009
            
            F-4Statements
      of Stockholders’ Equity  – Inception, September 5, 2007 through
      December 31, 2009
            
            F-5Notes
      to Financial Statements
            
            F-6







24




Report
of Independent Registered Public Accounting Firm











To
the Board of Directors and Stockholders


Maxsys
Holdings, Inc.


(formerly
known as Tai Pan Holding, Inc. and Unicapital Acquisition Corp.)


(A
Development Stage Company)







We have
audited the accompanying balance sheets of Maxsys Holdings, Inc. (formerly known
as Tai Pan Holding, Inc. and Unicapital Acquisition Corp.) (the "Company") as of
December 31, 2009 and 2008, and the related statements of operations,
stockholders' deficit, and cash flows for the years then ended and the period
from September 5, 2007 (inception) to December 31, 2009. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.




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




In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Maxsys Holdings, Inc. as of
December 31, 2009 and 2008, and the results of its operations and its cash flows
for the periods then ended in conformity with accounting principles generally
accepted in the United States of America.




The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in the notes to the financial
statements, the Company has incurred losses and has negative cash flows. These
factors raise substantial doubt about the Company's ability to continue as a
going concern. Management's plans in regard to these matters are also described
in the notes to the financial statements. The financial statements do not
include any adjustments that might result from the outcome of the
uncertainty.






/s/
Vasquez & Company LLP


Los
Angeles, California


April
14, 2010


F-1




Maxsys
Holdings, Inc.


(Formerly
Known as Tai Pan Holding, Inc. and Unicapital Acquisition Corp.)


(A
Development Stage Company)


Balance
Sheets





December
      31,
            
            
            December
      31,2009
            
            
            2008ASSETSCurrent
      assetsCash
            
            $
            23,966
            
            
            $
            27,932Accounts
      receivable
            
            
            331
            
            
            
            1,092Other
      receivables
            
            
            850
            
            
            
            30,764Inventories
            
            
            -
            
            
            
            116,201Total
      current assets
            
            
            25,147
            
            
            
            175,989Property
      and equipment - net
            
            
            31,477
            
            
            
            58,647Other
      assets
            
            
            4,200
            
            
            
            315,901Total
      assets
            
            $
            60,824
            
            
            $
            550,537LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilitiesAccounts
      payable
            
            $
            700
            
            
            $
            8,035Accrued
      liabilities
            
            
            171,380
            
            
            
            136,321Note
      payable to related party
            
            
            117,733
            
            
            
            112,564Line
      of credit
            
            
            -
            
            
            
            299,940Other
      current liabilities
            
            
            -
            
            
            
            28,484Total
      current liabilities
            
            
            289,813
            
            
            
            585,344Stockholders'
      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
      and 78,000,000 issued in 2009 and 2008, respectively
            
            
            822,606
            
            
            
            780,000Additional
      paid-in capital
            
            
            521,044
            
            
            
            382,500Retained
      earnings deficit
            
            
            (1,572,639
            )
            
            
            (1,197,307
            )Total
      stockholders' deficit
            
            
            (228,989
            )
            
            
            (34,807
            )Total
      liabilities and stockholders' deficit
            
            $
            60,824
            
            
            $
            550,537







F-2





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)
      to2009
              
              
              2008
              
              
              December
      31, 2009Revenues
              
              $
              159,499
              
              
              $
              181,206
              
              
              $
              340,705Cost
      of sales
              
              
              151,251
              
              
              
              136,091
              
              
              
              287,342Gross
      profit
              
              
              8,248
              
              
              
              45,115
              
              
              
              53,363Operating
      expensesSales
      and marketing
              
              
              36,200
              
              
              
              92,360
              
              
              
              158,592Research
      and development
              
              
              -
              
              
              
              265,192
              
              
              
              337,489General
      and administrative
              
              
              334,685
              
              
              
              753,868
              
              
              
              1,112,687Total
      operating expenses
              
              
              370,885
              
              
              
              1,111,420
              
              
              
              1,608,768Loss
      from operations
              
              
              (362,637
              )
              
              
              (1,066,305
              )
              
              
              (1,555,405
              )Other
      income (expense)Interest
      income
              
              
              1,257
              
              
              
              12,058
              
              
              
              13,677Finance
      charges
              
              
              (7,481
              )
              
              
              (14,782
              )
              
              
              (22,263
              )Franchise
      Taxes
              
              
              (1,114
              )
              
              
              (2,177
              )
              
              
              (3,291
              )Miscellaneous
      income
              
              
              791
              
              
              
              -
              
              
              
              791Miscellaneous
      expenses
              
              
              (6,148
              )
              
              
              -
              
              
              
              (6,148
              )Net
      loss
              
              $
              (375,332
              )
              
              $
              (1,071,206
              )
              
              $
              (1,572,639
              )Basic
      and diluted loss per common share
              
              
              *
              
              
              
              *Basic
      and diluted weighted average common shares outstanding
              
              
              80,000,000
              
              
              
              78,000,000
  * Less
than $0.01.







F-3





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,
      September 30, 2009
              
              
              82,260,552
              
              
              $
              822,606
              
              
              $
              521,044
              
              
              $
              (1,572,639
              )
              
              $
              (228,989
              )





F-4




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)
      to2009
              
              
              2008
              
              
              December
      31, 2009Operating
      activitiesNet
      loss
              
              $
              (375,332
              )
              
              $
              (1,071,206
              )
              
              $
              (1,572,639
              )Adjustments
      to reconcile net loss to net cash used
      in operating activitiesLoss
      on sale of fixed assets
              
              
              4,511
              
              
              
              -
              
              
              
              4,511Depreciation
              
              
              15,851
              
              
              
              44,820
              
              
              
              61,579Non-cash
      stock based compensation
              
              
              75,000
              
              
              
              375,000
              
              
              
              450,000Changes
      in operating assets and liabilities:Accounts
      receivable
              
              
              761
              
              
              
              (1,092
              )
              
              
              (331
              )Other
      receivables
              
              
              29,915
              
              
              
              (2,644
              )
              
              
              (850
              )Inventories
              
              
              116,200
              
              
              
              (116,200
              )
              
              
              -Other
      asssets
              
              
              311,701
              
              
              
              (302,614
              )
              
              
              (4,200
              )Accounts
      payable
              
              
              (7,335
              )
              
              
              2,101
              
              
              
              700Other
      current liabilities
              
              
              (28,484
              )
              
              
              1,164
              
              
              
              -Accrued
      liabilities
              
              
              35,058
              
              
              
              127,439
              
              
              
              171,380Net
      cash provided by (used in) operating activities
              
              
              177,846
              
              
              
              (943,232
              )
              
              
              (889,850
              )Investing
      activitiesProceeds
      from sale of property and equipment
              
              
              6,809
              
              
              
              -
              
              
              
              6,809Purchase
      of property and equipment
              
              
              -
              
              
              
              (77,161
              )
              
              
              (104,376
              )Net
      cash provided by (used in) investing activities
              
              
              6,809
              
              
              
              (77,161
              )
              
              
              (97,567
              )Financing
      activitiesProceeds
      from (payment of) line of credit
              
              
              (299,940
              )
              
              
              299,940
              
              
              
              -Proceeds
      from issuance (payment of) of note payable
              
              
              5,169
              
              
              
              112,564
              
              
              
              117,733Proceeds
      from issuance of common stock
              
              
              106,150
              
              
              
              537,500
              
              
              
              893,650Net
      cash provided by (used in) financing activities
              
              
              (188,621
              )
              
              
              950,004
              
              
              
              1,011,383Net
      change in cash
              
              
              (3,966
              )
              
              
              (70,389
              )
              
              
              23,966Cash,
      beginning of period
              
              
              27,932
              
              
              
              98,321
              
              
              
              -Cash,
      end of period
              
              $
              23,966
              
              
              $
              27,932
              
              
              $
              23,966Supplemental
      disclosure of cash flow informationCash
      paid for:Interest
              
              $
              7,481
              
              
              $
              14,782
              
              
              $
              22,263





F-5


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.





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.





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, 2009 and 2008 the Company had $23,966 and $27,932,
respectively in unrestricted cash. The Company requires funding to maintain
working capital to meet its growth plans until such time revenues are sufficient
to meet 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.


F-6





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.





Income
Taxes





The
Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. ASC Topic 740
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.


F-7





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 2008 and beginning of 2009 were
concentrated solely with a third party. 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.





Stock-Based
Compensation





At
inception, the Company adopted ASC Topic 718-1, Compensation – Stock
Compensation. ASC Topic 718-1 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 ASC Topic 505-50, Equity-Based Payments to
Non-Employees,. 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.


F-8




Fair Value Measurements





On
January 1, 2008, the Company adopted ASC Topic 820, Fair Value Measurements and
Disclosures, which became effective for the Company.  ASC Topic
820 relates to financial assets and financial liabilities. In February 2008, the
FASB delayed the effective date of ASC Topic 820 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.





ASC Topic
820 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.
ASC Topic 820 was amended to exclude from the scope of ASC Topic 820 certain
leasing transactions accounted for under ASC Topic 840, Leases. The amendment to ASC
Topic 820 deferred the effective date of ASC Topic 820 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. The adoption of ASC Topic 820
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.





Effective
January 1, 2008, the Company also adopted, on a prospective basis, ASC Topic
825, Financial
Instruments. ASC Topic 825 permits entities to choose to measure many
financial instruments and certain other items at fair value. The adoption of ASC
Topic 825 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 ASC Topic 320-10-35, Investments – Debt and Equity
Securities.   This requires an entity to provide
disclosures about fair value of financial instruments in interim financial
information. ASC Topic 320-10-35 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 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.





In
April 2009, the FASB issued a statement requiring 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 ASC Topic 450, 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 ASC Topic 805. 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 ASC Topic 855, 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. ASC Topic 855 is
effective for interim or annual financial periods ending after June 15, 2009,
and shall be applied prospectively. The adoption of ASC Topic 855 did not have
an impact to the Company’s financial statements.


F-9




PROPERTY AND EQUIPMENT





At December 31, 2009 and 2008, property
and equipment consisted of the following:




December
      31,
              
              
              December
      31,2009
              
              
              2008Furniture
      and fixtures
              
              $
              9,495
              
              
              $
              9,495Leasehold
      improvements
              
              
              1,350
              
              
              
              1,350Machinery
      and equipment
              
              
              16,818
              
              
              
              19,138Test
      equipment
              
              
              25,379
              
              
              
              39,033Software
              
              
              35,391
              
              
              
              35,39188,433
              
              
              
              104,407Less
      accummulated depreciation
              
              
              56,956
              
              
              
              45,760$
              31,477
              
              
              $
              58,647


Provisions for depreciation for the
years ended December 31, 2009 and 2008 were $15,851 and $44,820,
respectively.





OTHER ASSETS





At December 31, 2009 and 2008, other
assets consisted of the following:




December
      31,
              
              
              December
      31,2009
              
              
              2008Certificate
      of deposit - restricted
              
              $
              -
              
              
              $
              302,614Deposit
              
              
              4,200
              
              
              
              13,287$
              4,200
              
              
              $
              315,901





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.





RELATED PARTY 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, 2009, the
balance of the promissory note amounted to $75,174.





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, 2009, the balance of the promissory note amounted to
$20,887.





During
the year 2009, the Company obtained advances from an affiliate of the Company,
totaling $21,671 (presented in the balance sheet as part of notes payable to
related parties).





STOCKHOLDERS’ EQUITY





During
the period from September 5, 2007 (Inception) to December 31, 2009, the Company
issued 82,260,552 shares of its common stock for a total consideration of
$893,650.


F-10





COMMITMENT
AND CONTINGENCIES





a)   Agreements
with Apex Digital, Inc.





On
November 16, 2008, in connection with the sale and packaging of its products and
other related services, the Company entered into various agreements with Apex
Digital, Inc.  These agreements are as follows: (a) Product Sales and
Purchase Agreement; (b) Fulfillment and Service Agreement (c) Sales Commission
Agreement; and, (d) Service and Payment Agreement.  These agreements
were terminated on July 31, 2009.





b)   Litigation





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 December 31, 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. The court granted
another continuance to extend the trial day to July 19, 2010 at final status
conference on July 9, 2009.





INCOME TAXES





For the
years ended December 31, 2009 and 2008, the Company incurred net operating
losses and, accordingly, no provision for income taxes has been
recorded.  In addition, no benefit for income taxes has been recorded
due to the uncertainty of the realization of any tax assets.  At
December 31, 2009, the Company had approximately $1,122,639 of federal and
$1,119,348 of state net operating losses.  The net operating loss
carryforwards, if not utilized, will begin to expire in 2027 for federal
purposes and in 2017 for California purposes.





The
Company’s deferred tax assets on its net operating loss carryforwards amounted
to $448,858 and $328,792 as of December 31, 2009 and 2008,
respectively.  For financial reporting purposes, the Company has
incurred a loss in each period since its inception.  Based on the
available objective evidence, including the Company’s history of losses,
management believes it is more likely than not that the deferred tax assets will
not be fully realizable.  Accordingly, the Company provided for a full
valuation allowance against its deferred tax assets at December 31, 2009 and
2008.





A
reconciliation between the amount of income tax benefit determined by applying
the applicable U.S. statutory income tax rate to pre-tax loss is as
follows:




For
      the Years Ended December 31,2009
              
              
              2008Federal
      statutory rate
              
              $
              (127,613
              )
              
              $
              (364,210
              )State
      tax, net of federal impact
              
              
              (22,453
              )
              
              
              (64,142
              )Nondeductible
      stock compensation
              
              
              30,000
              
              
              
              150,000Change
      in valuation allowance on deferred tax assets
              
              
              120,066
              
              
              
              278,352$
              -
              
              
              $
              -


F-11




STOCK
OPTION PLANS AND GRANTS





On
February 28, 2008, the Company adopted the 2008 stock incentive plan (the "2008"
Plan). Under the 2008 Plan, the Board of Directors may grant to selected
employees, directors and other independent advisors options to purchase up to
50,000,000 shares of common stock during their period of service with the
Company.





On March
1, 2008, the Board of Directors granted 50,000,000 stock options to key
employees, directors, and consultants at a $0.01 exercise price per share. The
value of the options was determined using the Black-Scholes model with the
following assumptions:





Estimated
      fair value of underlying common stock
            0.01Expected
      life (in years)
            6.0Risk-free
      interest rate
            2.78%Expected
      volatility
            134%Dividend
      yield
            0%




The
expected option life was estimated based upon the average of the contractual
term of the underlying stock option under the 2008 Plan and the vesting term.
The expected volatility of the Company's stock price is based upon the average
of three similar competitors' historical daily changes in the price of their
common stock. The risk-free interest rate is based upon the current yield on
U.S. Treasury securities having a term similar to the expected option term.
Dividend yield is estimated at zero because the Company does not anticipate
paying dividends in the foreseeable future.





The value
estimated to the options was $450,000 and will be expensed over the vesting
period of one year. On April 28, 2009, the Company terminated the stock option
plan and grants there under. The Company recognized compensation expenses at
year end December 31, 2009 and 2008 amounting to $75,000 and $375,000,
respectively.






F-12