UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
================================================================================

                                    FORM 10-K
(Mark one)
[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

                 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008 OR

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

                          COMMISSION FILE NO. 000-27055

                             CONCORD VENTURES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                    COLORADO                                 84-1472763
          (STATE OR OTHER JURISDICTION                    (I.R.S. EMPLOYER
        OF INCORPORATION OR ORGANIZATION)              IDENTIFICATION NUMBER)

           2460 WEST 26th AVENUE, SUITE 380-C, DENVER COLORADO, 80211
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (303) 380 8280
                     (TELEPHONE NUMBER, INCLUDING AREA CODE)

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities to be registered  pursuant to Section 12(g) of the Act: COMMON STOCK,
$0.0001 PAR VALUE

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

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

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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |_|

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

Large  accelerated  filer |_| Accelerated  filer |_|  Non-accelerated  filer |_|
Smaller reporting company |X|

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |X| No |_|

As of March  27,  2009  there  were  2,359,407  shares  of  Common  Stock of the
registrant  issued and outstanding of which 788,287 were held by  non-affiliates
of the registrant

The  aggregate  market  value of  common  stock  held by  non-affiliates  of the
registrant as of March 27, 2009 was approximately $9,775.

<PAGE>

                             CONCORD VENTURES, INC.
                         2008 ANNUAL REPORT ON FORM 10-K
                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

   ITEM                                       DESCRIPTION                             PAGE
<S>                <C>                                                                <C>

     Part I.

Item 1.            Business                                                             3

Item 1A.           Risk Factors                                                         7

Item 1B.           Unresolved Staff Comments                                           11

Item 2.            Description of Properties                                           13

Item 3             Legal Proceedings                                                   13

Item 4.            Submission of Matters to a Vote of Security Holders                 13

    Part II.

Item 5.            Market for Registrant's Common Equity, Related Stockholder          13
                   Matters, and Issuer Purchases of Equity Securities

Item 6.            Selected Financial Data                                             15

Item 7.            Management's Discussion and Analysis of Financial Condition and     16
                   Results of Operation

Item7A             Quantative and Qualitative Disclosures About Market Risk            27

Item 8.            Financial Statements and Supplementary Data                         27

Item 9             Changes in and Disagreements With Accountants on Accounting and     27
                   Financial Disclosure

Item 9A.           Controls and Procedures                                             27

Item 9B.           Other Information                                                   28

    Part III.

Item 10.           Directors, Executive Officers and Corporate Governance              28

Item 11.           Executive Compensation                                              30

Item 12.           Security Ownership of Certain Beneficial Owners and Management      32
                   and Related Stockholder Matters

Item 13.           Certain Relationships and Related Transactions and Director         32
                   Independence

Item 14.           Principal Accountant Fees and Services                              33

    Part IV.

Item 15.           Exhibits and Financial Statement Schedules                          33

SIGNATURES                                                                             41
</TABLE>


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<PAGE>

                           FORWARD-LOOKING STATEMENTS

    In addition to historical information,  some of the information presented in
this Annual Report on Form 10-K contains "forward-looking statements" within the
meaning of the  Private  Securities  Litigation  Reform Act of 1995  (the"Reform
Act").  Although Concord Ventures,  Inc.  ("Concord" or the "Company," which may
also be referred to as "we," "us" or "our") believes that its  expectations  are
based on  reasonable  assumptions  within  the  bounds of its  knowledge  of its
business and operations:  there can be no assurance that actual results will not
differ materially from our  expectations.  Such  forward-looking  statements are
subject to risks and  uncertainties  that could cause  actual  results to differ
materially from those anticipated,  including but not limited to, our ability to
reach  satisfactorily  negotiated  settlements  with our outstanding  creditors,
raise debt and/or equity to fund negotiated  settlements  with our creditors and
to meet our  ongoing  operating  expenses  and merge with  another  entity  with
experienced  management and opportunities for growth in return for shares of our
common  stock  to  create  value  for our  shareholders.  Cautionary  statements
regarding  the risks,  uncertainties  and other  factors  associated  with these
forward-looking  statements  are  discussed  on page 7 below.  You are  urged to
carefully consider these factors, as well as other information contained in this
Annual Report on Form 10-K and in our other periodic reports and documents filed
with the SEC.

                                     PART I

ITEM 1. BUSINESS

GENERAL

Concord Ventures, Inc. was incorporated in August 1998 in the State of Colorado.
On February 16, 2001, we sold our entire  business,  and all of our assets,  for
the  benefit  of our  creditors  under  a  Chapter  11  reorganization.  We were
subsequently  dismissed from the Chapter 11 reorganization,  effective March 13,
2001, at which time the last of our remaining directors  resigned.  On March 13,
2001, we had no business or other source of income,  no assets,  no employees or
directors,  outstanding  liabilities  of  approximately  $8.4  million  and  had
terminated our duty to file reports under securities law.

Our  business  activities  over the years ended  December 31, 2008 and 2007 were
focused on the settlement of our outstanding  liabilities and the renewal of and
maintaining our SEC reporting status.

On July 25,  2007,  we filed a Form  10-SB12G  with the SEC  seeking to become a
fully reporting  company  pursuant to Section 12 (g) of the Securities  Exchange
Act of 1934.  The filing became  effective  September 23, 2007, at which time we
succeeded in becoming a fully  reporting  company  pursuant to Section 12 (g) of
the Securities Exchange Act of 1934.

In February  2008,  we were  re-listed on the OTC Bulletin  Board and so are now
listed on both the Pink  Sheets and the OTC  Bulletin  Board and trade under the
symbol "CCVR."

On April 29, 2008, we held our annual meeting of  stockholders  at which meeting
the majority of stockholders  approved  resolutions to re-elect Messrs.  Cutler,
Whiting  and Green as our  directors,  reincorporate  the  Company in  Delaware,
authorize an up to 3 for 1 reverse split of our shares of common  stock,  change
our name to a name to be chosen at the  discretion of the Board of directors and
to ratify the appointment of our auditor, Larry O'Donnell, CPA, PC.

On August 22, 2008,  we issued  75,000 of  restricted  common  stock,  valued at
$75,000,  to three consultants (25,000 shares each) as compensation for services
they had provided to us One of the  consultants  is an existing  shareholder  of
ours.  We further  issued  26,421  shares of  restricted  common  stock to David
Cutler, our President and a director of ours, in full settlement of the our debt
to Mr. Cutler as at June 30, 2008 of $26,421.

On  January 6, 2009,  Mr.  Wesley  Whiting  resigned  as a director  of ours for
personal reasons.

PLAN OF OPERATIONS

Our plan of operation is to reach satisfactory  negotiated  settlements with our
outstanding  creditors,  obtain  debt  or  equity  finance  to  fund  negotiated

                                       3
<PAGE>

settlements  with our creditors and to meet our ongoing  operating  expenses and
attempt  to  merge  with  another   entity  with   experienced   management  and
opportunities  for growth in return  for  shares of our  common  stock to create
value for our  shareholders.  There is can be no  assurance  that this series of
events can be successfully completed,  that any such business will be identified
or that any  stockholder  will  realize any return on their  shares after such a
transaction  has been  completed.  In particular  there is no assurance that any
such business will be located or that any stockholder will realize any return on
their shares after such a transaction. Any merger or acquisition completed by us
can be expected  to have a  significant  dilutive  effect on the  percentage  of
shares  held by our  current  stockholders.  We believe we are an  insignificant
participant  among  the  firms  which  engage  in the  acquisition  of  business
opportunities. There are many established venture capital and financial concerns
that have significantly  greater financial and personnel resources and technical
expertise than we have. In view of our limited  financial  resources and limited
management  availability,  we will continue to be at a  significant  competitive
disadvantage compared to our competitors.

General Business Plan

We intend to seek, investigate and, if such investigation  warrants,  acquire an
interest in  business  opportunities  presented  to us by persons or firms which
desire to seek the  advantages of an issuer who has complied with the Securities
Act of 1934 (the "1934  Act").  We will not  restrict our search to any specific
business,  industry or geographical location, and we may participate in business
ventures of virtually any nature.  This  discussion of our proposed  business is
purposefully  general  and is  not  meant  to be  restrictive  of our  unlimited
discretion to search for and enter into  potential  business  opportunities.  We
anticipate  that we may be able to  participate  in only one potential  business
venture because of our lack of financial resources.

We may seek a business  opportunity with entities which have recently  commenced
operations,  or that desire to utilize the public  marketplace in order to raise
additional capital in order to expand into new products or markets, to develop a
new product or service, or for other corporate  purposes.  We may acquire assets
and  establish  wholly  owned  subsidiaries  in  various  businesses  or acquire
existing businesses as subsidiaries.

We expect that the selection of a business  opportunity will be complex.  Due to
general economic  conditions,  rapid  technological  advances being made in some
industries  and  shortages  of  available  capital,  we  believe  that there are
numerous  firms seeking the benefits of an issuer who has complied with the 1934
Act.  Such  benefits may include  facilitating  or improving  the terms on which
additional  equity  financing may be sought,  providing  liquidity for incentive
stock options or similar benefits to key employees, providing liquidity (subject
to restrictions of applicable  statutes) for all stockholders and other factors.
Potentially,  available  business  opportunities  may  occur  in many  different
industries and at various stages of development, all of which will make the task
of  comparative  investigation  and  analysis  of  such  business  opportunities
extremely difficult and complex. We have, and will continue to have, essentially
no assets to provide the owners of business  opportunities.  However, we will be
able to offer owners of  acquisition  candidates  the  opportunity  to acquire a
controlling  ownership  interest in an issuer who has complied with the 1934 Act
without  incurring  the cost and time  required  to conduct  an  initial  public
offering.

The analysis of new business  opportunities  will be undertaken by, or under the
supervision of, our Board of Directors.  We intend to concentrate on identifying
preliminary  prospective  business  opportunities  which may be  brought  to our
attention through present associations of our director, professional advisors or
by our stockholders.  In analyzing prospective business  opportunities,  we will
consider  such matters as (i)  available  technical,  financial  and  managerial
resources; (ii) working capital and other financial requirements;  (iii) history
of operations,  if any, and prospects for the future; (iv) nature of present and
expected competition;  (v) quality, experience and depth of management services;
(vi) potential for further research,  development or exploration; (vii) specific
risk  factors  not now  foreseeable  but that may be  anticipated  to impact the
proposed  activities of the company;  (viii)  potential for growth or expansion;
(ix) potential for profit;  (x) public  recognition  and acceptance of products,
services or trades;  (xi) name  identification;  and (xii) other factors that we
consider relevant. As part of our investigation of the business opportunity,  we
expect to meet  personally  with  management  and key  personnel.  To the extent
possible,  we intend to utilize  written reports and personal  investigation  to
evaluate the above factors.

We will not  acquire  or merge  with any  company  for which  audited  financial
statements  cannot be obtained within a reasonable  period of time after closing
of the proposed transaction.

                                       4
<PAGE>

Acquisition Opportunities

In implementing a structure for a particular business acquisition, we may become
a party to a merger, consolidation,  reorganization, joint venture, or licensing
agreement with another company or entity. We may also acquire stock or assets of
an existing  business.  Upon consummation of a transaction,  it is probable that
our present  management and stockholders  will no longer be in control of us. In
addition,  our  sole  director  may,  as part of the  terms  of the  acquisition
transaction,  resign  and be  replaced  by new  directors  without a vote of our
stockholders,  or sell his  stock  in us.  Any such  sale  will  only be made in
compliance  with the  securities  laws of the United  States and any  applicable
state.

It is anticipated that any securities issued in any such reorganization would be
issued in reliance upon exemption from registration  under  application  federal
and state securities laws. In some circumstances, as a negotiated element of the
transaction,  we  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 it has  successfully  consummated a merger or acquisition and is no
longer  considered an inactive company.  The issuance of substantial  additional
securities and their potential sale into any trading market which may develop in
our  securities  may have a depressive  effect on the value of our securities in
the future. There is no assurance that such a trading market will develop.

While the actual terms of a transaction cannot be predicted, it is expected that
the parties to any  business  transaction  will find it  desirable  to avoid the
creation of a taxable event and thereby structure the business  transaction in a
so-called  "tax-free"  reorganization  under  Sections  368(a)(1)  or 351 of the
Internal Revenue Code (the "Code").  In order to obtain tax-free treatment under
the Code, it may be necessary for the owner of the acquired  business to own 80%
or more of the  voting  stock  of the  surviving  entity.  In  such  event,  our
stockholders  would retain less than 20% of the issued and outstanding shares of
the surviving entity. This would result in significant dilution in the equity of
our stockholders.

As part of our  investigation,  we expect to meet personally with management and
key  personnel,  visit  and  inspect  material  facilities,  obtain  independent
analysis of verification of certain  information  provided,  check references of
management and key personnel,  and take other reasonable investigative measures,
to the extent of our limited financial resources and management  expertise.  The
manner in which we participate  in an  opportunity  will depend on the nature of
the  opportunity,  the  respective  needs and desires of both  parties,  and the
management of the opportunity.

With  respect to any merger or  acquisition,  and  depending  upon,  among other
things,  the target company's assets and liabilities,  our stockholders  will in
all likelihood hold a substantially  lesser percentage  ownership interest in us
following any merger or acquisition.  The percentage ownership may be subject to
significant  reduction in the event we acquire a target  company with assets and
expectations  of growth.  Any merger or  acquisition  can be  expected to have a
significant   dilutive   effect  on  the   percentage  of  shares  held  by  our
stockholders.

We will  participate in a business  opportunity  only after the  negotiation and
execution of appropriate written business agreements. Although the terms of such
agreements  cannot be predicted,  generally we anticipate  that such  agreements
will (i) require specific  representations and warranties by all of the parties;
(ii) specify  certain  events of default;  (iii) detail the terms of closing and
the conditions which must be satisfied by each of the parties prior to and after
such  closing;  (iv)  outline  the  manner of  bearing  costs,  including  costs
associated with the Company's attorneys and accountants;  (v) set forth remedies
on defaults; and (vi) include miscellaneous other terms.

As stated  above,  we will not  acquire or merge with any  entity  which  cannot
provide independent  audited financial  statements within a reasonable period of
time after  closing  of the  proposed  transaction.  If such  audited  financial
statements are not available at closing, or within time parameters  necessary to
insure our compliance within the requirements of the 1934 Act, or if the audited
financial statements provided do not conform to the representations made by that
business to be acquired,  the definitive closing documents will provide that the
proposed  transaction  will  be  voidable,  at the  discretion  of  our  present
management. If such transaction is voided, the definitive closing documents will
also contain a provision  providing for  reimbursement  for our costs associated
with the proposed transaction.

Competition

We believe we are an insignificant  participant  among the firms which engage in
the acquisition of business  opportunities.  There are many established  venture

                                       5
<PAGE>

capital and financial  concerns that have  significantly  greater  financial and
personnel resources and technical expertise than we have. In view of our limited
financial resources and limited management availability,  we will continue to be
at a significant competitive disadvantage compared to our competitors.

Investment Company Act 1940

Although we will be subject to regulation  under the  Securities Act of 1933, as
amended, and the 1934 Act, we believe we will not be subject to regulation under
the  Investment  Company Act of 1940 (the "1940 Act")  insofar as we will not be
engaged in the business of investing or trading in  securities.  In the event we
engage in business  combinations  that result in us holding  passive  investment
interests in a number of entities,  we could be subject to regulation  under the
1940 Act.  In such event,  we would be  required  to  register as an  investment
company  and  incur  significant  registration  and  compliance  costs.  We have
obtained no formal  determination  from the SEC as to our status  under the 1940
Act  and,  consequently,  any  violation  of the 1940 Act  would  subject  us to
material adverse consequences.  We believe that, currently,  we are exempt under
Regulation 3a-2 of the 1940 Act.

INTELLECTUAL PROPERTY

Effective February 16, 2001, following the sale of our entire business,  and all
of our assets, we hold no patents or patent applications.

EMPLOYEES

As of December 31, 2008,  Mr. Cutler serves as our Chief  Executive  Officer and
Chief Financial Officer. We do not have an employment agreement with Mr. Cutler.
We have no other employees.

ITEM 1A. RISK FACTORS

You should be aware that there are various risks  associated  with our business,
including the risks discussed below.  You should  carefully  consider these risk
factors,  as well as the  other  information  contained  in this Form  10-K,  in
evaluating our business and us.

The factors affecting our future performance changed dramatically as a result of
the following events:

     - sale of our entire  business,  and all of our assets,  for the benefit of
       our creditors as part of our Chapter 11 reorganization in February 2001,

     - our dismissal from the Chapter 11 reorganization in March 2001,

     - the resignation of the last of our existing directors at that time, and

     - the subsequent appointment of our new board of directors in March 2006.

Rather than our  previous  operating  business,  our  business is now to seek to
reach satisfactory negotiated settlements with the substantially reduced balance
of our  outstanding  creditors  and to raise  the  debt  and/or  equity  to fund
negotiated  settlements  with our  creditors  and to meet our ongoing  operating
expenses and attempt to merge with another  entity with  experienced  management
and  opportunities for growth in return for shares of our common stock to create
value for our shareholders. There can be no assurance that this series of events
will be successfully  completed or that any stockholder  will realize any return
on their shares after the new business plan has been implemented.

WE HAVE A SUBSTANTIAL BALANCE OF OUTSTANDING LIABILITIES

As of December  31,  2008,  we had  outstanding  liabilities  of $685,167 and no
assets.

We currently  have no  operating  business or our source of income from which to
repay these  creditors.  Accordingly,  we must attempt to  negotiate  acceptable
settlements  with these  outstanding  creditors  and then  attempt to raise debt
and/or equity  funding to finance the payment of the agreed  settlements.  There
can be no assurance  that we shall be able to negotiate  acceptable  settlements
with our  outstanding  creditors or that we shall be able to raise the necessary
debt and/or equity finance to fund any such agreed settlements. If we are unable
to settle these  liabilities on an acceptable  basis it is unlikely that will be
able to merge with another entity with experienced  management and opportunities
for  growth in return for  shares of our  common  stock to create  value for our
shareholders.

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<PAGE>

WE BELIEVE THAT A  SUBSTANTIAL  BALANCE OF OUR  LIABILITIES  HAS BECOME  STATUTE
BARRED

During  the  period of April 1, 2003  through  December  31,  2006,  outstanding
liabilities, which had been incurred, prior to our dismissal from our Chapter 11
bankruptcy,  were statute barred under the state laws of  California,  Delaware,
Florida, Indiana, Maryland,  Nebraska, North Carolina,  Pennsylvania,  Texas and
Vermont,  and we  recognized  a gain on  these  statute  barred  liabilities  of
$738,000 in the period.

During the year ended December 31, 2007, outstanding  liabilities which had been
incurred,  prior to our  dismissal  from our  Chapter  11  reorganization,  were
statute   barred   under  the  state  laws  of   Arizona,   Colorado,   Georgia,
Massachusetts,  Minnesota,  Mississippi,  New Jersey,  New York,  Oregon,  South
Dakota,  Tennessee,  Washington and Wisconsin, and we recognized a gain on these
statute barred liabilities of $7.3 million.

Certain of our former  creditors may disagree that our liabilities  owed to them
are no longer  outstanding  because they have become  statute  barred.  If these
former creditors were to successfully challenge the fact that our liabilities to
them are no longer  outstanding  because they have become statute barred,  we do
not have the  funds  available  to settle  these  liabilities.  If these  former
liabilities  were held to be valid and  outstanding it is unlikely that we would
be  able  to  merge  with  another  entity  with   experienced   management  and
opportunities  for growth in return  for  shares of our  common  stock to create
value for our shareholders.

WE HAVE INCURRED SIGNIFICANT LOSSES AND ANTICIPATE FUTURE LOSSES

As of December 31, 2008,  we had an  accumulated  deficit of  $17,559,048  and a
stockholders' deficit of $685,167.

Future  losses are likely to occur as,  until we are able to merge with  another
entity with experienced  management and  opportunities  for growth in return for
shares of our common  stock to create value for our  shareholders  as we have no
sources of income to meet our operating  expenses.  As a result of these,  among
other factors, we received from our registered independent public accountants in
their report for the financial  statements for the years ended December 31, 2008
and 2007, an explanatory paragraph stating that there is substantial doubt about
our ability to continue as a going concern.

OUR EXISTING FINANCIAL  RESOURCES ARE INSUFFICIENT TO MEET OUR ONGOING OPERATING
EXPENSES

We have no  sources  of income  at this  time and no assets to meet our  ongoing
operating  expenses.  In the short term,  unless we are able to raise additional
debt and/or equity we shall be unable to meet our ongoing operating expenses. On
a  longer  term  basis,  we  intend  to seek to  reach  satisfactory  negotiated
settlements with the substantially reduced balance of our outstanding creditors,
obtain a listing on the over the  counter  bulletin  board and to raise the debt
and/or equity to fund negotiated  settlements  with our creditors and merge with
another  entity with  experienced  management  and  opportunities  for growth in
return  for  shares of our common  stock to create  value for our  shareholders.
There can be no  assurance  that this  series  of  events  will be  successfully
completed.

WE INTEND TO PURSUE THE ACQUISITION OF AN OPERATING BUSINESS

Our sole strategy is to acquire an operating business. Successful implementation
of this  strategy  depends  on our  ability to  identify a suitable  acquisition
candidate,   acquire  such  company  on  acceptable   terms  and  integrate  its
operations.  In  pursuing  acquisition  opportunities,  we  compete  with  other
companies  with similar  strategies.  Competition  for  acquisition  targets may
result in  increased  prices of  acquisition  targets and a  diminished  pool of
companies  available  for  acquisition.  Acquisitions  involve a number of other
risks,  including  risks of  acquiring  undisclosed  or  undesired  liabilities,
acquired  in-process  technology,   stock  compensation  expense,  diversion  of
management attention, potential disputes with the seller of one or more acquired
entities and possible  failure to retain key  acquired  personnel.  Any acquired
entity or assets may not perform  relative to our  expectations.  Our ability to
meet these challenges has not been established.

                                       7
<PAGE>

SCARCITY OF, AND COMPETITION FOR, BUSINESS OPPORTUNITIES AND COMBINATIONS

We believe we are an insignificant  participant  among the firms which engage in
the acquisition of business  opportunities.  There are many established  venture
capital and financial  concerns that have  significantly  greater  financial and
personnel  resources  and  technical  expertise  than we have.  Nearly  all such
entities have significantly greater financial resources, technical expertise and
managerial  capabilities than us and, consequently,  we will be at a competitive
disadvantage in identifying  possible  business  opportunities  and successfully
completing  a business  combination.  Moreover,  we will also compete in seeking
merger or acquisition candidates with numerous other small public companies.  In
view of our limited financial resources and limited management availability,  we
will continue to be at a significant  competitive  disadvantage  compared to our
competitors.

WE HAVE NOT EXECUTED ANY FORMAL  AGREEMENT FOR A BUSINESS  COMBINATION  OR OTHER
TRANSACTION AND HAVE ESTABLISHED NO STANDARDS FOR BUSINESS COMBINATIONS

We have not executed any formal  arrangement,  agreement or  understanding  with
respect to engaging in a merger with,  joint  venture with or  acquisition  of a
private or public  entity.  There can be no assurance that we will be successful
in identifying and evaluating suitable business opportunities or in concluding a
business combination. We have not identified any particular industry or specific
business  within an industry  for  evaluation.  There is no assurance we will be
able to negotiate a business combination on terms favorable,  if at all. We have
not  established a specific  length of operating  history or specified  level of
earnings,  assets,  net worth or other  criteria  which we will require a target
business opportunity to have achieved, and without which we would not consider a
business combination. Accordingly, we may enter into a business combination with
a business opportunity having no significant operating history,  losses, limited
or no  potential  for  earnings,  limited  assets,  negative  net worth or other
negative characteristics.

REDUCTION OF PERCENTAGE  SHARE  OWNERSHIP  FOLLOWING  BUSINESS  COMBINATION  AND
DILUTION TO STOCKHOLDERS

Our  primary  plan of  operation  is based  upon a business  combination  with a
private concern which, in all likelihood,  would result in us issuing securities
to stockholders of such private company.  The issuance of previously  authorized
and unissued  shares of our common stock would result in reduction in percentage
of shares  owned by present  and  prospective  stockholders  and may result in a
change in control or management.  In addition,  any merger or acquisition can be
expected to have a significant  dilutive  effect on the percentage of the shares
held our stockholders.

BECAUSE  INSIDERS  CONTROL OUR ACTIVITIES,  THET MAY CAUSE US TO ACT IN A MANNER
THAT IS MOST  BENEFICIAL  TO THEM AND NOT TO OUTSIDE  SHAREHOLDERS  WHICH  COULD
CAUSE US NOT TO TAKE ACTIONS THAT OUTSIDE INVESTORS MIGHT VIEW FAVORABLY

Our executive officers,  directors, and holders of 5% or more of our outstanding
common stock beneficially own approximately 70% of our outstanding common stock.
As a result,  they  effectively  control  all  matters  requiring  director  and
stockholder  approval,  including  the  election of  directors,  the approval of
significant   corporate   transactions,   such  as  mergers  and  related  party
transaction.  These  insiders  also have the  ability to delay or  perhaps  even
block,  by their  ownership of our stock,  an  unsolicited  tender  offer.  This
concentration  of  ownership  could have the effect of  delaying,  deterring  or
preventing a change in control of our company that you might view favorably.

OUR DIRECTORS MAY HAVE CONFLICTS OF INTEREST WHICH MAY NOT BE RESOLVED FAVORABLY
TO US.

Certain  conflicts  of  interest  may exist  between our  directors  and us. Our
Directors  have other business  interests to which they devote their  attention,
and may be expected to  continue  to do so  although  management  time should be
devoted to our business.  As a result,  conflicts of interest may arise that can
be resolved  only  through  exercise  of such  judgment  as is  consistent  with
fiduciary  duties to us.  See  "Directors,  Executive  Officers,  Promoters  and
Control Persons" (page 29), and "Conflicts of Interest." (page 29).

                                       8
<PAGE>

WE MAY DEPEND UPON OUTSIDE  ADVISORS,  WHO MAY NOT BE  AVAILABLE  ON  REASONABLE
TERMS AND AS NEEDED.

To supplement the business  experience of our officers and directors,  we may be
required to employ accountants,  technical experts,  appraisers,  attorneys,  or
other  consultants  or advisors.  Our Board without any input from  stockholders
will make the selection of any such  advisors.  Furthermore,  it is  anticipated
that such  persons may be engaged on an "as needed"  basis  without a continuing
fiduciary  or other  obligation  to us. In the event we consider it necessary to
hire outside advisors, we may elect to hire persons who are affiliates,  if they
are able to provide the required services.

THE  REGULATION  OF PENNY  STOCKS  BY SEC AND  FINRA  MAY HAVE AN  EFFECT ON THE
TRADABILITY OF OUR SECURITIES.

Our securities are currently  listed on the Over the Counter  Bulletin Board and
the Pink Sheets. Our shares are subject to a Securities and Exchange  Commission
rule that imposes special sales practice  requirements upon  broker-dealers  who
sell such securities to persons other than  established  customers or accredited
investors. For purposes of the rule, the phrase "accredited investors" means, in
general terms,  institutions with assets in excess of $5,000,000, or individuals
having a net worth in  excess of  $1,000,000  or  having an annual  income  that
exceeds  $200,000  (or that,  when  combined  with a  spouse's  income,  exceeds
$300,000).  For transactions  covered by the rule, the broker-dealer must make a
special suitability  determination for the purchaser and receive the purchaser's
written agreement to the transaction prior to the sale.  Consequently,  the rule
may affect the ability of  broker-dealers  to sell our  securities  and also may
affect the ability of purchasers  in this  offering to sell their  securities in
any market that might develop therefore.

In addition,  the  Securities  and Exchange  Commission  has adopted a number of
rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-2,
15g-3,  15g-4,  15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange
Act of 1934, as amended. Because our securities constitute "penny stocks" within
the meaning of the rules, the rules would apply to us and to our securities. The
rules may further  affect the ability of owners of Shares to sell our securities
in any market that might develop for them.

Shareholders  should  be  aware  that,  according  to  Securities  and  Exchange
Commission,  the  market  for penny  stocks has  suffered  in recent  years from
patterns of fraud and abuse. Such patterns include (i) control of the market for
the  security  by one or a few  broker-dealers  that are  often  related  to the
promoter or issuer; (ii) manipulation of prices through prearranged  matching of
purchases and sales and false and misleading press releases; (iii) "boiler room"
practices   involving   high-pressure   sales  tactics  and  unrealistic   price
projections  by  inexperienced  sales persons;  (iv)  excessive and  undisclosed
bid-ask  differentials  and  markups  by  selling  broker-dealers;  and  (v) the
wholesale dumping of the same securities by promoters and  broker-dealers  after
prices  have been  manipulated  to a desired  consequent  investor  losses.  Our
management is aware of the abuses that have occurred  historically  in the penny
stock  market.  Although  we do not  expect to be in a position  to dictate  the
behavior  of the market or of  broker-dealers  who  participate  in the  market,
management  will strive within the confines of practical  limitations to prevent
the described patterns from being established with respect to our securities.

OUR STOCK  WILL IN ALL  LIKELIHOOD  BE THINLY  TRADED AND AS A RESULT YOU MAY BE
UNABLE  TO SELL AT OR NEAR ASK  PRICES OR AT ALL IF YOU NEED TO  LIQUIDATE  YOUR
SHARES.

The shares of our common stock may be  thinly-traded  on the OTC Bulletin  Board
and the Pink Sheets, meaning that the number of persons interested in purchasing
our  shares of  common  stock at or near ask  prices  at any  given  time may be
relatively small or non-existent.  This situation is attributable to a number of
factors,  including  the fact that we are a small  company  which is  relatively
unknown to stock analysts, stock brokers,  institutional investors and others in
the investment  community that generate or influence sales volume, and that even
if we came to the attention of such  persons,  they tend to be  risk-averse  and
would be reluctant to follow an  unproven,  early stage  company such as ours or
purchase or recommend the purchase of our shares of common stock until such time
as we became more seasoned and viable. As a consequence, there may be periods of
several  days or more when  trading  activity  in our shares of common  stock is
minimal or non-existent,  as compared to a seasoned issuer which has a large and
steady volume of trading activity that will generally  support  continuous sales
without an adverse effect on Securities  price. We cannot give you any assurance
that a broader or more  active  public  trading  market for our shares of Common
Stock  will  develop  or be  sustained,  or  that  any  trading  levels  will be
sustained. Due to these conditions, we can give investors no assurance that they

                                       9
<PAGE>

will be able to sell  their  shares of common  stock at or near ask prices or at
all if you need money or  otherwise  desire to  liquidate  your shares of common
stock of our Company.

OUR CHIEF EXECUTIVE OFFICER HAS THE ABILITY TO EFFECTIVELY CONTROL SUBSTANTIALLY
ALL ACTIONS TAKEN BY STOCKHOLDERS

Mr. Cutler,  an officer and director of the Company owns in excess of our 50% of
our issued  and  outstanding  common  stock and is able to  effectively  control
substantially all actions taken by our  stockholders,  including the election of
directors.  Such  concentration  of  ownership  could  also  have the  effect of
delaying,  deterring or  preventing a change in control that might  otherwise be
beneficial to stockholders  and may also discourage  acquisition bids for us and
limit the amount  certain  investors  may be willing to pay for shares of common
stock.

LOSS OF  CONTROL  BY OUR  PRESENT  MANAGEMENT  AND  STOCKHOLDERS  MAY OCCUR UPON
ISSUANCE OF ADDITIONAL SHARES.

We may issue further Shares as consideration  for the cash or assets or services
out of our  authorized  but  unissued  Common Stock that would,  upon  issuance,
represent  a majority  of our  voting  power and  equity.  The result of such an
issuance would be those new  stockholders  and management  would control us, and
persons  unknown could replace our  management at this time.  Such an occurrence
would result in a greatly  reduced  percentage of ownership of us by our current
Shareholders.

RULE 144 SALES IN THE FUTURE MAY HAVE A DEPRESSIVE EFFECT ON OUR STOCK PRICE.

All of the  outstanding  shares of common  stock held by our  present  officers,
directors,  and affiliate  stockholders are "restricted  securities"  within the
meaning of Rule 144 under the Securities Act of 1933, as amended.  As restricted
Shares,  these Shares may be resold only  pursuant to an effective  registration
statement or under the requirements of Rule 144 or other  applicable  exemptions
from  registration  under  the  Act  and  as  required  under  applicable  state
securities  laws. We are registering all of our outstanding  Shares so officers,
directors and affiliates will be able to sell their Shares if this  Registration
Statement becomes effective.  Rule 144 provides in essence that a person who has
held restricted  securities for six months may, under certain  conditions,  sell
every three months, in brokerage transactions,  a number of Shares that does not
exceed  the  greater  of 1.0% of a  company's  outstanding  common  stock or the
average  weekly trading volume during the four calendar weeks prior to the sale.
There is no limit on the amount of restricted  securities  that may be sold by a
nonaffiliate after the owner has held the restricted  securities for a period of
two years. A sale under Rule 144 or under any other  exemption from the Act, may
have a  depressive  effect upon the price of the common stock in any market that
may develop.

THE PRICE OF OUR COMMON STOCK COULD BE HIGHLY VOLATILE

It is likely  that our common  stock will be  subject to price  volatility,  low
volumes  of trades  and large  spreads  in bid and ask  prices  quoted by market
makers.  Due to the low  volume of shares  traded on any  trading  day,  persons
buying or selling in relatively  small quantities may easily influence prices of
our common  stock.  This low volume of trades  could also cause the price of our
stock to fluctuate greatly,  with large percentage changes in price occurring in
any trading  day  session.  Holders of our common  stock may also not be able to
readily  liquidate their investment or may be forced to sell at depressed prices
due to low volume trading. If high spreads between the bid and ask prices of our
common stock exist at the time of a purchase, the stock would have to appreciate
substantially  on a relative  percentage  basis for an investor to recoup  their
investment.  Broad  market  fluctuations  and  general  economic  and  political
conditions  may also adversely  affect the market price of our common stock.  No
assurance can be given that an active market in our common stock will develop or
be sustained. If an active market does not develop,  holders of our common stock
may be unable to readily  sell the  shares  they hold or may not be able to sell
their shares at all.

WE DO NOT ANTICIPATE PAYING CASH DIVIDENDS ON OUR COMMON STOCK

We do not  anticipate  paying  any cash  dividends  on our  common  stock in the
foreseeable future.


                                       10
<PAGE>

ITEM 1B. UNRESOLVED STAFF COMMENTS

None

ITEM 2. DESCRIPTION OF PROPERTIES

Our mailing  address is 2460 West 26th Avenue,  Suite 380-C,  Denver,  Colorado,
80211. We do not pay rent for the use of this mailing address. We do not believe
it will be necessary to maintain an office at any time in the foreseeable future
in order to carry out our plan of operations described herein.

ITEM 3.LEGAL PROCEEDINGS

No legal  proceedings  are  currently  pending or  threatened to the best of our
knowledge.

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

On April 28, 2008, the Company held its annual shareholders' meeting. There were
sufficient shares represented for a quorum. Also, there were sufficient votes to
pass all of the  proposals  presented at the  meeting.  The proxies were tallied
through May 2, 2008. The breakdown of the voting on each proposal is as follows.

Resolution  1: To elect three (3) directors to hold office until the next annual
meeting of stockholders or until their  respective  successors have been elected
and qualified: Nominees David Cutler, Wesley Whiting and Redgie Green:

                              David Cutler     Wesley Whiting    Redgie Green

FOR                             1,673,753          1,807,553         1,795,053

WITHHOLD                          146,300             12,500            12,500

Resolution  2: To consider and act upon a proposal to  authorize  the Company to
reincorporate in the State of Delaware:

FOR                             1,820,053

AGAINST                                 0

ABSTAIN                                 0

Resolution  3: To  authorize  a reverse  split of the  common  stock  issued and
outstanding on an up to one new share for three old share basis:

FOR                         1,581,090

AGAINST                       146,652

ABSTAIN                        92,311

Resolution  4: To authorize a change in the name of the Company to a new name to
be chosen in the discretion of the Board of Directors:

FOR                        1,819,921

AGAINST                           12

ABSTAIN                          120

                                       11
<PAGE>

Resolution 5: To ratify the appointment of our auditors,  Larry O'Donnell,  CPA,
PC.

FOR                        1,807,553

AGAINST                            0

ABSTAIN                       12,500


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

Market Information.

Shares of our Common Stock are presently traded on the  over-the-counter  market
on the OTC  Bulletin  Board  maintained  by the  Financial  Industry  Regulatory
Authority ("FINRA").  In February 2008, we began trading on the over the counter
bulletin board under the symbol "CCVR." Prior to February 2008, our common stock
traded solely on the pink sheets under the trading symbol "CCVR."

The  following  table sets forth the range of high and low sales  prices for the
Company's common stock for each of the fiscal quarters for the past two years as
reported on the Pink Sheets (pre February 2008) and the OTC Bulletin Board (from
February 2008  onwards).  These prices  represent  inter-dealer  prices  without
adjustments for mark-up, mark-down, or commission and do not necessarily reflect
actual transactions.

                                                  High              Low

         Year Ended December 31, 2008:
                  First quarter                   $2.00             $0.70
                  Second quarter                    0.70              0.10
                  Third quarter                     0.10              0.001
                  Fourth quarter                    1.25              0.01

         Year Ended December 31, 2007:
                  First quarter                   $0.10             $0.10
                  Second quarter                    1.50              0.10
                  Third quarter                     2.00              0.65
                  Fourth quarter                    2.10              0.06

Record Holders

There were 104 holders of record as of March 27, 2009;  however,  we believe the
number of beneficial  holders of our shares of common stock to be  approximately
430. In many  instances,  a registered  stockholder  is a broker or other entity
holding shares in street name for one or more customers who beneficially own the
shares.

Our  transfer  agent is Mountain  Share  Transfer,  Inc.,  1625  Abilene  Drive,
Broomfield, Colorado, 80020. The telephone number is 303-460-1149.

Dividends

We have not paid or declared  cash  distributions  or dividends on our shares of
common stock and do not intend to pay cash dividends in the foreseeable future.

Future cash  dividends  will be determined by our board of directors  based upon
our earnings,  financial  condition,  capital  requirements  and other  relevant
factors.

                                       12
<PAGE>

Penny Stock

Penny Stock Regulation  Broker-dealer  practices in connection with transactions
in "penny  stocks" are  regulated  by certain  penny stock rules  adopted by the
Securities and Exchange Commission. Penny stocks generally are equity securities
with a price of less than $5.00.  Excluded from the penny stock  designation are
securities  registered  on certain  national  securities  exchanges or quoted on
NASDAQ,  provided  that  current  price and volume  information  with respect to
transactions  in such securities is provided by the  exchange/system  or sold to
established customers or accredited investors.

The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not  otherwise  exempt  from the  rules,  to deliver a  standardized  risk
disclosure  document that provides  information about penny stocks and the risks
in the penny stock market. The broker-dealer also must provide the customer with
current bid and offer  quotations for the penny stock,  the  compensation of the
broker-dealer  and its salesperson in connection with the  transaction,  and the
monthly account  statements showing the market value of each penny stock held in
the customer's  account.  In addition,  the penny stock rules generally  require
that prior to a  transaction  in a penny stock,  the  broker-dealer  must make a
special written  determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written agreement to the transaction.

These  disclosure  requirements  may have the  effect of  reducing  the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock  rules.  As our  securities  have become  subject to the penny stock
rules, investors may find it more difficult to sell their securities.

Stock  Incentive  Plans -- details  concerning  the activities and status of our
stock  incentive  plans during the period are set out in Note 12.  Stockholders'
Deficit of our Financial Statements on page 53 below.

ITEM 6.  SELECTED FINANCIAL AND OPERATING DATA

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are
not required to provide information required by this Item.

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

The following  discussion  should be read in conjunction  with the  consolidated
financial  statements  and notes  thereto  and the other  financial  information
included  elsewhere in this report.  This  discussion  contains  forward-looking
statements that involve risks and uncertainties. Our actual results could differ
materially  from those  anticipated  in these  forward  looking  statements as a
result of any number of factors,  including those set forth under "Risk Factors"
on page 7 and elsewhere in this report.

OVERVIEW

On February 16, 2001, we sold our entire  business,  and all of our assets,  for
the  benefit  of our  creditors  under  a  Chapter  11  reorganization.  We were
subsequently  dismissed from the Chapter 11 reorganization,  effective March 13,
2001, at which time the last of our remaining directors  resigned.  On March 13,
2001, we had no business or other source of income,  no assets,  no employees or
directors,  outstanding  liabilities  of  approximately  $8.4  million  and  had
terminated our duty to file reports under securities law.

Our  business  activities  over the years ended  December 31, 2008 and 2007 were
focused on the settlement of our outstanding  liabilities and the renewal of and
maintaining our SEC reporting status.

On July 25,  2007,  we filed a Form  10-SB12G  with the SEC  seeking to become a
fully reporting  company  pursuant to Section 12 (g) of the Securities  Exchange

                                       13
<PAGE>

Act of 1934.  The filing became  effective  September 23, 2007, at which time we
succeeded in becoming a fully  reporting  company  pursuant to Section 12 (g) of
the Securities Exchange Act of 1934.

In February  2008,  we were  re-listed on the OTC Bulletin  Board and so are now
listed on both the Pink  Sheets and the OTC  Bulletin  Board and trade under the
symbol "CCVR."


PLAN OF OPERATIONS

Our  plan of  operations  is to  negotiate  satisfactory  settlements  with  our
outstanding  creditors,  raise debt and/or equity to fund negotiated settlements
with our  creditors  and to meet our ongoing  operating  expenses and attempt to
merge with another  entity with  experienced  management and  opportunities  for
growth  in  return  for  shares  of our  common  stock to  create  value for our
shareholders.  There can be no assurance that we will successfully complete this
series  of  transactions.  In  particular  there is no  assurance  that any such
business  will be located or that any  stockholder  will  realize  any return on
their shares after such a transaction. Any merger or acquisition completed by us
can be expected  to have a  significant  dilutive  effect on the  percentage  of
shares  held by our  current  stockholders.  We believe we are an  insignificant
participant  among  the  firms  which  engage  in the  acquisition  of  business
opportunities. There are many established venture capital and financial concerns
that have significantly  greater financial and personnel resources and technical
expertise than we have. In view of our limited  financial  resources and limited
management  availability,  we will continue to be at a  significant  competitive
disadvantage compared to our competitors.

We intend to seek, investigate and, if such investigation  warrants,  acquire an
interest in  business  opportunities  presented  to us by persons or firms which
desire to seek the  advantages of an issuer who has complied with the Securities
Act of 1934 (the "1934  Act").  We will not  restrict our search to any specific
business,  industry or geographical location, and we may participate in business
ventures of virtually any nature.  This  discussion of our proposed  business is
purposefully  general  and is  not  meant  to be  restrictive  of our  virtually
unlimited   discretion  to  search  for  and  enter  into   potential   business
opportunities.  We  anticipate  that we may be able to  participate  in only one
potential business venture because of our lack of financial resources.

We may seek a business  opportunity with entities which have recently  commenced
operations,  or that desire to utilize the public  marketplace in order to raise
additional capital in order to expand into new products or markets, to develop a
new product or service, or for other corporate  purposes.  We may acquire assets
and  establish  wholly  owned  subsidiaries  in  various  businesses  or acquire
existing businesses as subsidiaries.

We expect  that the  selection  of a business  opportunity  will be complex  and
risky. Due to general economic  conditions,  rapid technological  advances being
made in some  industries  and  shortages of available  capital,  we believe that
there are numerous firms seeking the benefits of an issuer who has complied with
the 1934 Act. Such benefits may include  facilitating  or improving the terms on
which  additional  equity  financing  may be  sought,  providing  liquidity  for
incentive  stock  options  or  similar  benefits  to  key  employees,  providing
liquidity (subject to restrictions of applicable  statutes) for all stockholders
and other factors.  Potentially,  available business  opportunities may occur in
many different  industries and at various  stages of  development,  all of which
will make the task of  comparative  investigation  and analysis of such business
opportunities  extremely  difficult and complex.  We have,  and will continue to
have,  essentially  no assets to provide the owners of  business  opportunities.
However,  we  will be  able  to  offer  owners  of  acquisition  candidates  the
opportunity  to acquire a  controlling  ownership  interest in an issuer who has
complied  with the 1934 Act  without  incurring  the cost and time  required  to
conduct an initial public offering.

The analysis of new business  opportunities  will be undertaken by, or under the
supervision  of, our sole  director.  We intend to  concentrate  on  identifying
preliminary  prospective  business  opportunities  which may be  brought  to our
attention through present associations of our director, professional advisors or
by our stockholders.  In analyzing prospective business  opportunities,  we will
consider  such matters as (i)  available  technical,  financial  and  managerial
resources; (ii) working capital and other financial requirements;  (iii) history
of operations,  if any, and prospects for the future; (iv) nature of present and

                                       14
<PAGE>

expected competition;  (v) quality, experience and depth of management services;
(vi) potential for further research,  development or exploration; (vii) specific
risk  factors  not now  foreseeable  but that may be  anticipated  to impact the
proposed  activities of the company;  (viii)  potential for growth or expansion;
(ix) potential for profit;  (x) public  recognition  and acceptance of products,
services or trades;  (xi) name  identification;  and (xii) other factors that we
consider relevant. As part of our investigation of the business opportunity,  we
expect to meet  personally  with  management  and key  personnel.  To the extent
possible,  we intend to utilize  written reports and personal  investigation  to
evaluate the above factors.

We will not  acquire  or merge  with any  company  for which  audited  financial
statements  cannot be obtained within a reasonable  period of time after closing
of the proposed transaction.

Liquidity and Capital Resources

As at December 31, 2008, we had no assets, operating business or other source of
income and outstanding  liabilities of $685,167 and a  stockholders'  deficit of
$685,167.

In our  financial  statements  for the fiscal years ended  December 31, 2008 and
2007, the Report of the Independent  Registered  Public Accounting Firm includes
an explanatory  paragraph that describes  substantial doubt about our ability to
continue as a going concern. Our financial statements for the fiscal years ended
December 31, 2008 and 2007 have been  prepared on a going concern  basis,  which
contemplates  the  realization of assets and the  settlement of liabilities  and
commitments in the normal course of business.  We had a working  capital deficit
of $685,167 and reported an  accumulated  deficit of  $17,559,048 as at December
31, 2008.

It is our current intention to seek to reach satisfactory negotiated settlements
with our outstanding  creditors,  raise debt and/or equity financing to fund the
negotiated settlements with our creditors and to meet ongoing operating expanses
and  attempt  to merge with  another  entity  with  experienced  management  and
opportunities  for growth in return  for  shares of our  common  stock to create
value for our  shareholders.  There is no  assurance  that this series of events
will be satisfactorily completed.

Consequently,  we are now dependent on raising  additional equity and/or debt to
fund any  negotiated  settlements  with our  outstanding  creditors and meet our
ongoing operating expenses.  There is no assurance that we will be able to raise
the  necessary  equity and,  or, debt that we will need to be able to  negotiate
acceptable  settlements  with our  outstanding  creditors  or fund  our  ongoing
operating expenses.

Critical Accounting Policies

Financial  Reporting  Release  No.  60  requires  all  companies  to  include  a
discussion of critical accounting policies and estimates used in the preparation
of their  financial  statements.  On an on-going basis, we evaluate our critical
accounting  policies  and  estimates.   We  base  our  estimates  on  historical
experience  and on various  other  assumptions  that we believe to be reasonable
under  the  circumstances,  the  results  of which  form our  basis  for  making
judgments  about the  carrying  values of assets  and  liabilities  that are not
readily  apparent  from other  sources.  Actual  results  may differ  from these
estimates under different assumptions or conditions.

Our  significant  accounting  policies are  described in Note 1 to the financial
statements on page 43 below. These policies were selected because they represent
the more significant accounting policies and methods that are broadly applied in
the preparation of our financial statements. However, it should be noted that we
intend to acquire a new operating business. The critical accounting policies and
estimates for such new  operations  will, in all  likelihood,  be  significantly
different from our current policies and estimates.

Off  Balance  Sheet   Arrangements,   Contractual   Obligations  and  Commercial
Commitments

Financial Reporting Release No. 61requires all companies to include a discussion
to address,  among other  things,  liquidity,  off-balance  sheet  arrangements,
contractual obligations and commercial commitments. Details of the arrangements,
contractual  obligations and commercial commitments are described in Note. 10 to
the financial statements on page 52 below.


                                       15
<PAGE>

RESULTS OF OPERATIONS

FISCAL YEAR ENDED  DECEMBER 31, 2008 COMPARED TO THE FISCAL YEAR ENDED  DECEMBER
31, 2007

Gain on Statute Barred Liabilities

During the year ended  December  31,  2008,  we  recognized a no gain on statute
barred  liabilities,  compared  to a  gain  on  statute  barred  liabilities  of
$7,229,922 in the year ended December 31, 2007, a decrease of $7,229,922.

During the year ended December 31, 2007, outstanding liabilities, which had been
incurred,  prior to our  dismissal  from our  Chapter  11  reorganization,  were
statute   barred   under  the  state  laws  of   Arizona,   Colorado,   Georgia,
Massachusetts,  Minnesota,  Mississippi,  New Jersey,  New York,  Oregon,  South
Dakota, Tennessee,  Washington,  and Wisconsin and we recognized a gain on these
statute barred liabilities of 7,329.922. This gain was offset by a $100,000 loss
on statute barred liabilities when we issued 100,000 shares of our common stock,
valued  at  $100,000,  in  settlement  of a  disputed  claim in  respect  of our
convertible subordinated loan notes.

General and Administrative Expenses

During the year ended  December  31, 2008,  we incurred  $200,327 in general and
administrative  expenses  compared to $111,783  in the year ended  December  31,
2007,  an  increase of $88,454.  The  increase  was due largely due to legal and
professional  fees incurred in obtaining our listing on the OTC bulletin  board,
holding a  shareholders'  meeting and commencing  implementation  of the actions
authorized at the shareholder meeting.

Operating (Loss) Income

In the year ended December 31, 2008, we recognized an operating loss of $200,327
compared to an operating  profit of  $7,118,139  in the year ended  December 31,
2007, a decrease of $7,318,466, due to the factors as discussed above.

Interest and Other Income / (Expenses) Net

In the year  ended  December  31,  2008,  we  incurred  an  expense of $1,263 in
interest and other income / (expenses)  net compared to $4,248 in the year ended
December  31,  2007,  a decrease of $2,985.  The  interest  expense  represented
accrued  interest  at 8% on the loan made to us by Mr.  Cutler,  an officer  and
director,  in respect of expenses  incurred  settling certain of our outstanding
liabilities and bringing our books and records up to date which he paid directly
on our  behalf.  The  decrease in interest  expense in the twelve  months  ended
December  31, 2007 as  compared to the twelve  months  ended  December  31, 2006
reflected  the decrease in the  principal  balance of the loan provided to us by
Mr.  Cutler  following  the  capitalization  of his  outstanding  loan  to us in
December 2007.

We have accrued no interest  expense  during the fiscal years ended December 31,
2008 and 2007, in respect to our outstanding  liabilities from March 2001, as we
believe  that these  liabilities  will be  settled  for their  current  carrying
values,  or  less,  and,  consequently,  no  additional  interest  provision  is
required.

Profit before Income Tax

In the year ended  December 31, 2008,  we recognized a loss before income tax of
$201,590  compared to a $7,113,891  profit  before  income tax in the year ended
December  31,  2007,  an increase of  $7,315,481,  due to the factors  discussed
above.

Provision for Income Taxes

No provision for income taxes was recorded in either the year ended  December 31
2008 or 2007. We had a taxable loss during the twelve months ended  December 31,
2008 and sufficient  brought forward tax losses to offset the profit arising the
twelve month ended December 31, 2007.

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Net (Loss) Income

In the year ended December 31, 2008, we realized a net loss of $201,590 compared
to a net profit of $7,113,891 in the year ended December 31, 2007, a decrease of
$7,315,481, due to the factors set out above.

CASH FLOW INFORMATION FOR THE FISCAL YEARS ENDED DECEMBER 31, 2008 AND 2007

As at December 31, 2008, we had no assets, operating business or other source of
income and outstanding  liabilities of $685,167 and a  stockholders'  deficit of
$685,167.

In our  financial  statements  for the fiscal years ended  December 31, 2008 and
2007, the Report of the Independent  Registered  Public Accounting Firm includes
an explanatory  paragraph that describes  substantial doubt about our ability to
continue as a going concern. Our financial statements for the fiscal years ended
December 31, 2008 and 2007 have been  prepared on a going concern  basis,  which
contemplates  the  realization of assets and the  settlement of liabilities  and
commitments in the normal course of business.  We had a working  capital deficit
of $685,167 and reported an  accumulated  deficit of  $17,559,048 as at December
31, 2008.

It is our current intention to seek to reach satisfactory negotiated settlements
with our outstanding  creditors,  raise debt and/or equity financing to fund the
negotiated settlements with our creditors and to meet ongoing operating expanses
and  attempt  to merge with  another  entity  with  experienced  management  and
opportunities  for growth in return  for  shares of our  common  stock to create
value for our  shareholders.  There is no  assurance  that this series of events
will be satisfactorily completed.

Consequently,  we are now dependent on raising  additional equity and/or debt to
fund any  negotiated  settlements  with our  outstanding  creditors and meet our
ongoing operating expenses.  There is no assurance that we will be able to raise
the  necessary  equity and,  or, debt that we will need to be able to  negotiate
acceptable  settlements  with our  outstanding  creditors  or fund  our  ongoing
operating expenses.

In the year ended December 31, 2007, we issued 50,000 shares of our common stock
for cash consideration of $50,000.  There can be no assurance we will be able to
raise any further funding in similar transactions.

On December 3, 2007, we issued  87,055 shares of our restricted  common stock to
David J  Cutler,  one of our  directors,  in full and  final  settlement  of the
$87,055 loan Mr. Cutler had outstanding with us,  including  accrued interest of
$5,634,  in respect of  services  and  funding he has  provided to the us in the
period October 2006 through November 2007. The share issue was authorized by the
independent members of our Board of Directors.

On August 22, 2008, we issued 26,421 shares of restricted  common stock to David
Cutler, our President and a director of ours, in full settlement of the our debt
to Mr. Cutler as at June 30, 2008 of $26,421.  The share issue was authorized by
the independent members of our Board of Directors.

As at  December  31,  2008,  we owed Mr.  Cutler  $31,560.67  including  accrued
interest of $874.58.

There can be no  assurance  that Mr.  Cutler  will  continue  to provide us with
further funding on an ongoing basis.

With  the  sale  of  50,000   shares  of  our  common  stock  for  $50,000  cash
consideration  in the year ended  December 31, 2007, we opened a corporate  bank
account and  consequently we recognized  movements in cash flows during the year
ended December 31, 2007.

During the year ended December 31, 2007, we generated a net increase in cash and
cash  equivalents  of  $5,979.  We  used  $106,828  of  cash  in  our  operating
activities.  $106,031 was used in our  operations  after  adjusting for non-cash
items,  and a further  $797 in the net  movement  in our  operating  assets  and
liabilities. This was more than offset by the $112,807 we generated in cash from
our financing activities.  $62,807 was provided to us by an increase in the loan
from one of our  directors  and  $50,000  from the sale of 50,000  shares of our
common stock.

During the year ended December 31, 2008, we generated a net decrease in cash and
cash  equivalents  of $5,979 and  closed our  corporate  bank  account.  We used
$62,483 of cash in our operating activities. $126,590 was used in our operations

                                       17
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after  adjusting for non-cash items which was partially  offset by positive cash
flow of $64,106 from the net movement in our operating  assets and  liabilities.
The cash  consumed in our operating  activities  was funded by our existing cash
and  cash  equivalents  of  $5,979  and a net  loan of  $56,504  from one of our
directors and shareholders.

ACCOUNTING PRONOUNCEMENTS

In  December  2007,  the FASB  issued  SFAS No.  141  (Revised  2007),  Business
Combinations,  or SFAS No. 141R.  SFAS No. 141R will change the  accounting  for
business combinations. Under SFAS No. 141R, an acquiring entity will be required
to recognize all the assets acquired and liabilities assumed in a transaction at
the  acquisition-date  fair value with  limited  exceptions.  SFAS No. 141R will
change the accounting  treatment and disclosure for certain  specific items in a
business   combination.   SFAS  No.  141R  applies   prospectively  to  business
combinations  for which the acquisition date is on or after the beginning of the
first  annual  reporting  period  beginning  on  or  after  December  15,  2008.
Accordingly,  any  business  combinations  we  engage  in will be  recorded  and
disclosed following existing GAAP until January 1, 2009. We expect SFAS No. 141R
will have an impact on accounting for business combinations once adopted but the
effect is dependent upon  acquisitions  at that time. We are still assessing the
impact of this pronouncement.

In December  2007,  the FASB issued SFAS No. 160,  Noncontrolling  Interests  in
Consolidated Financial  Statements--An Amendment of ARB No. 51, or SFAS No. 160.
SFAS  No.  160  establishes  new  accounting  and  reporting  standards  for the
noncontrolling  interest  in a  subsidiary  and  for  the  deconsolidation  of a
subsidiary.  SFAS No. 160 is effective  for fiscal  years  beginning on or after
December 15, 2008. We believe that SFAS 160 should not have a material impact on
our financial position or results of operations.

In December 2007, the Emerging Issues Task Force issued EITF No. 07-1,Accounting
for  Collaborative  Arrangements.  EITFNo.  07-1 requires that transactions with
third  parties  (i.e.,  revenue  generated  and costs  incurred by the partners)
should be  reported in the  appropriate  line item in each  company's  financial
statement and includes enhanced disclosure requirements regarding the nature and
purpose  of the  arrangement,  rights  and  obligations  under the  arrangement,
accounting policy,  amount and income statement  classification of collaboration
transactions between the parties.  EITFNo. 07-1 is effective January 1, 2009 and
shall  be  applied  retrospectively  to all  prior  periods  presented  for  all
collaborative  arrangements  existing as of the effective date. The Company does
not expect that the adoption of EITF No. 07-1 will have a material effect on its
consolidated results of operations or financial condition.

In March  2008,  the FASB  issued  FAS No.  161,  Disclosures  about  Derivative
Instruments and Hedging Activities,  an amendment of FASB Statement No. 133. FAS
No. 161 changes the  disclosure  requirements  for  derivative  instruments  and
hedging  activities.  Entities are required to provide disclosures about (a) how

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<PAGE>

and why derivative  instruments  are used, (b) how  derivative  instruments  and
related  hedged  items  are  accounted  for under FAS No.  133,  Accounting  for
Derivative Instruments and Hedging Activities,  and its related interpretations,
and (c) how derivative  instruments and related hedged items affect the entity's
financial  position,  financial  performance,  and cash  flows.  FAS No.  161 is
effective  January 1, 2009. The Company does not expect that the adoption of FAS
No. 161 will have a material effect on its consolidated results of operations or
financial condition.

In April 2008, the FASB issued FSP FAS 142-3,  "Determination of the Useful Life
of Intangible  Assets" ("FSP FAS 142-3").  FSP FAS 142-3 amends the factors that
should be  considered  in developing  renewal or extension  assumptions  used to
determine the useful life of a recognized  intangible asset under FASB Statement
No. 142,  "Goodwill  and Other  Intangible  Assets." FSP FAS 142-3 also requires
expanded  disclosure  related to the  determination  of intangible  asset useful
lives.  FSP FAS 142-3 is effective  for financial  statements  issued for fiscal
years beginning after December 15, 2008, and interim periods within those fiscal
years.  The Company does not expect that the adoption of FSP FAS 142-3 will have
a  material  effect on its  consolidated  results  of  operations  or  financial
condition.

In May 2008, the FASB issued FASB Staff Position (FSP) No. APB 14-1  "Accounting
for  Convertible  Debt  Instruments  That May Be Settled in Cash upon Conversion
(Including  Partial Cash  Settlement)" (FSP APB 14-1). FSP APB 14-1 requires the
issuer of certain  convertible  debt instruments that may be settled in cash (or
other assets) on conversion to separately  account for the liability  (debt) and
equity  (conversion  option)  components  of the  instrument  in a  manner  that
reflects the  issuer's  non-convertible  debt  borrowing  rate.  FSP APB 14-1 is
effective for fiscal years  beginning  after  December 15, 2008 on a retroactive
basis and will be adopted by the  Company in the first  quarter of fiscal  2009.
The  Company  does not  expect the  adoption  of FSP APB 14-1 to have a material
effect on its results of operations and financial condition.

In June 2008, the Financial  Accounting  Standards  Board  ("FASB")  issued FASB
Staff Position ("FSP") EITF 03-6-1,  "Determining Whether Instruments Granted in
Share-Based  Payment  Transactions  are  Participating   Securities."  This  FSP
provides that unvested  share-based  payment awards that contain  nonforfeitable
rights to  dividends  or  dividend  equivalents  (whether  paid or  unpaid)  are
participating  securities  and shall be included in the  computation of earnings
per share pursuant to the two-class  method.  The FSP is effective for financial
statements  issued for fiscal years  beginning  after  December  15,  2008,  and
interim periods within those fiscal years. Upon adoption, companies are required
to retrospectively adjust earnings per share data (including any amounts related
to interim  periods,  summaries  of earnings  and  selected  financial  data) to
conform to provisions of this FSP. The Company does not  anticipate the adoption
of FSP EITF  03-6-1 will have a material  impact on its  results of  operations,
cash flows or financial condition.

EFFECTS OF INFLATION

Although  we  cannot  accurately  anticipate  the  effect  of  inflation  on our
operations, we do not believe that inflation has had, or is likely in the future
to have, a material effect on our results or financial condition.

SUBSEQUENT EVENTS

On  January  6, 2009 Mr.  Wesley  Whiting  resigned  as a  director  of ours for
personal reasons.

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

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are
not required to provide information required by this Item.

ITEM 8. FINANCIAL STATEMENTS

Our financial statements are included herein commencing on page 37.

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

We have not had any disagreements with our auditors.

ITEM 9A. CONTROLS and PROCEDURES

Evaluation of Disclosure Controls and Procedures

We  maintain a system of  disclosure  controls  and  procedures  (as  defined in
Securities  Exchange Act Rule 13a-15(f)) that is designed to provide  reasonable
assurance that  information  that is required to be disclosed is accumulated and
communicated  to  management  timely.  At the end of the period  covered by this
report,  we  carried  out an  evaluation  under  the  supervision  of our  Chief
Executive  Officer and Chief  Financial  Officer,  of the  effectiveness  of the
design and  operation  of our  disclosure  controls and  procedures  pursuant to
Securities  Exchange  Act Rule  13a-15.  Based  on that  evaluation,  our  Chief
Executive  Officer and Chief  Financial  Officer  concluded  that our disclosure
controls  and  procedures  are  effective  in timely  alerting  them to material
information required to be disclosed in the our periodic filings with the SEC.

Management's Annual Report On Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting.  Internal control over financial reporting, as
defined in Exchange Act Rule 13a-15(f),  is a process  designed by, or under the

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<PAGE>

supervision  of, our principal  executive and principal  financial  officers 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:


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

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

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

Because of its inherent  limitations,  internal control over financial reporting
may not  prevent  or detect  misstatements.  Projections  of any  evaluation  of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may  deteriorate.  All internal control systems,
no matter how well designed,  have inherent limitations.  Therefore,  even those
systems  determined to be effective can provide only  reasonable  assurance with
respect to financial statement preparation and presentation.

Our management assessed the effectiveness of our internal control over financial
reporting as of December 31, 2008. Based on this assessment, management believes
that as of December 31, 2008, our internal  control over financial  reporting is
effective based on those criteria.

This  annual  report  does not include an  attestation  report of the  company's
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 SEC to
provide only management's report in this annual report.

Changes in Internal Control Over Financial Reporting

During our most recent fiscal quarter,  there has been no change in our internal
control  over  financial  reporting  (as defined in Rule  13a-15(f) or 15d-15(f)
under  the  Securities  Exchange  Act)  that  has  materially  affected,  or  is
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.

Item 9B.       OTHER INFORMATION

None.

                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Effective December 31, 2008, our directors and officers were:

                NAME           AGE             POSITION

         David J. Cutler       52      President, Chief Executive Officer,
                                       Chief Financial Officer and Director

         Wesley F. Whiting     74      Secretary and Director

         Redgie Green          52      Director

On January 6, 2009,  Mr.  Whiting  resigned as the secretary and director of the
Company.

David J. Cutler - President, Chief Executive Officer, Chief Financial Office and
Director.  Mr. Cutler became our director and officer in March 2006.  Mr. Cutler
has more than 25 years of experience in  international  finance,  accounting and

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<PAGE>

business administration.  He held senior positions with multi-national companies
such as Reuters Group Plc and the Schlumberger Ltd. and has served as a director
for two British  previously  publicly  quoted  companies -- Charterhall  Plc and
Reliant  Group Plc. From March 1993 until 1999,  Mr. Cutler was a  self-employed
consultant  providing  accounting and financial advice to small and medium-sized
companies  in the United  Kingdom and the United  States.  Mr.  Cutler was Chief
Financial  Officer  and  subsequently  Chief  Executive  Officer  of  Multi-Link
Telecommunications,  Inc., a publicly quoted voice messaging business, from 1999
to 2005.  Since April 2005, Mr. Cutler has been Chief Executive  Officer,  Chief
Financial  Officer  and a director  of Aspeon,  Inc.,  a publicly  listed  shell
company and Atomic  Paintball,  Inc., a development  stage owner and operator of
paintball parks.  Mr. Cutler has a masters degree from St. Catherine  College in
Cambridge,  England  and  qualified  as a British  Chartered  Accountant  and as
Chartered Tax Advisor with Arthur Andersen & Co. in London.  He was subsequently
admitted  as a  Fellow  of the UK  Institute  of  Chartered  Accountants.  Since
arriving in the United  States Mr.  Cutler has  qualified as a Certified  Public
Accountant,  a Fellow of the AICPA  Institute of  Corporate  Tax  Management,  a
Certified  Valuation Analyst of the National  Association of Certified Valuation
Analysts and obtained an executive MBA from Colorado State University.

Wesley F. Whiting - Secretary and Director. Mr. Whiting became our secretary and
director  in March  2006 and  seved in such  capacity  till his  resignation  on
January 6, 2009.  Mr. Whiting was  President,  director,  and Secretary of Berge
Exploration, Inc. (1978-88) and President, Vice President, and director of NELX,
Inc.  (1994-1998),  and was Vice President and director of Intermountain Methane
Corporation (1988-91),  and President of Westwind Production,  Inc. (1997-1998).
He was a director of Kimbell deCar  Corporation from 1998, until 2000 and he has
been  President  and a director of Sun River  Energy,  Inc. from 1998 to January
2009.  He was a Director of Colorado  Gold & Silver,  Inc. from 1999 to 2000. He
was President and director of Business  Exchange Holding Corp. from 2000 to 2002
and Acquisition Lending, Inc. (2000 to 2002). He was director and Vice President
of Utilitec,  Inc. from 1999 to 2002 and has been Vice President and director of
Agro  Science,  Inc.  since  2001.  He was  President  and  director  of Premium
Enterprises,  Inc. from October 2002 to December 31, 2002. He is Vice  President
and director of Evergreen  Associates,  Inc. and Resource  Science,  Inc. He was
appointed Director and Secretary of BSA SatelLINK, Inc. in 2002 through 2008. He
was  President  and  Director of Fayber  Group,  Inc.  from 2003 to 2005 when he
resigned.  He has also served as a Director of Legacy Technology Holdings.  from
2003 to 2008. He was a Director of Baymark Technologies,  Inc. and was appointed
as a Director and secretary of Aspeon, Inc. in March 2006.

Redgie Green - Director.  Mr. Green became our director in March 2006. Mr. Green
serves as the President of Sun River Energy Inc.  since January 2009.  Mr. Green
has been Secretary and Director of Sun River Energy,  Inc. since 1998. Mr. Green
has been  co-owner and operator of Green's B&R  Enterprises,  a wholesale  donut
baker since 1983. He has been an active  investor in small capital and high-tech
ventures since 1987. Mr. Green was a director of Colorado Gold & Silver, Inc. in
2000.  He was a  director  for  Houston  Operating  Company  in late 2004  until
December  2004.  He was  recently  elected  as a  director  for  Mountains  West
Exploration,   Inc.  He  was  Secretary,   Treasurer  and  Director  of  Baymark
Technologies,  Inc.  and was  appointed  as a director of Aspeon,  Inc. in March
2006.

CONFLICTS OF INTEREST - GENERAL

Our directors and officers are, or may become,  in their individual  capacities,
officers,  directors,  controlling shareholder and/or partners of other entities
engaged in a variety of businesses.  Thus,  there exist  potential  conflicts of
interest   including,   among  other  things,   time,  efforts  and  corporation
opportunity,  involved in participation with such other business entities. While
each  officer  and  director of our  business is engaged in business  activities
outside of our  business,  they devote to our business such time as they believe
to be necessary.

CONFLICTS OF INTEREST - CORPORATE OPPORTUNITIES

Presently no requirement contained in our Articles of Incorporation,  Bylaws, or
minutes which requires  officers and directors of our business to disclose to us
business opportunities which come to their attention. Our officers and directors
do,  however,  have a  fiduciary  duty of  loyalty to us to  disclose  to us any
business  opportunities  which come to their attention,  in their capacity as an
officer  and/or  director  or  otherwise.  Excluded  from  this  duty  would  be
opportunities  which the person  learns  about  through  his  involvement  as an
officer and director of another company. We have no intention of merging with or
acquiring  an  affiliate,  associate  person or  business  opportunity  from any
affiliate or any client of any such person.

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<PAGE>

COMMITTEES OF THE BOARD OF DIRECTORS

In the  ordinary  course  of  business,  the  board  of  directors  maintains  a
compensation committee and an audit committee.

The  primary  function  of the  compensation  committee  is to  review  and make
recommendations  to the board of  directors  with  respect to the  compensation,
including bonuses,  of our officers and to administer the grants under our stock
option plan.

The  functions  of the  audit  committee  are to  review  the scope of the audit
procedures employed by our independent  auditors, to review with the independent
auditors our  accounting  practices  and policies and  recommend to whom reports
should be submitted,  to review with the independent  auditors their final audit
reports,  to review  with our  internal  and  independent  auditors  our overall
accounting and financial controls,  to be available to the independent  auditors
during  the year for  consultation,  to  approve  the audit fee  charged  by the
independent  auditors,  to report to the board of directors with respect to such
matters and to recommend the selection of the independent auditors.

In the absence of a separate audit committee our board of directors functions as
audit  committee and performs some of the same functions of an audit  committee,
such as recommending a firm of independent certified public accountants to audit
the  annual   financial   statements;   reviewing   the   independent   auditors
independence,  the financial  statements  and their audit report;  and reviewing
management's administration of the system of internal accounting controls.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section  16(a)  of  the  Securities  Exchange  Act  requires  our  Officers  and
Directors, and persons who own more than 10% of a registered class of our equity
securities,  to file reports of ownership and changes in ownership with the SEC.
Officers,  directors  and  greater  than 10%  shareholders  are  required by SEC
regulation to furnish us with copies of all Section 16(a) forms they file. Based
solely on our review of copies of such  reports  received,  and  representations
from certain  reporting  persons,  we believe that, during the fiscal year ended
December  31, 2007,  all Section  16(a) filing  requirements  applicable  to our
officers,  directors  and  greater  than 10%  beneficial  owners  were  filed in
compliance with all applicable requirements

CODE OF ETHICS

A code of ethics relates to written  standards  that are reasonably  designed to
deter wrongdoing and to promote;

-    Honest and ethical  conduct,  including  the ethical  handling of actual or
     apparent   conflicts  of  interest   between   personal  and   professional
     relationships;

-    Full, fair, accurate,  timely and understandable  disclosure in reports and
     documents that are filed with, or submitted to, the SEC and in other public
     communications made by an issuer;

-    Compliance with applicable governmental laws, rules and regulations;

-    The prompt  internal  reporting of violations of the code to an appropriate
     person or persons identified in the code; and

-    Accountability for adherence to the code.

Due to the  limited  scope of our  current  operations,  we have not  adopted  a
corporate  code of ethics  that  applies  to our  principal  executive  officer,
principal accounting officer, or persons performing similar functions

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth certain information concerning  compensation paid
by the  Company to the  President  and the  Company's  most  highly  compensated
executive  officers for the fiscal year ended  December 31, 2008,  2007 and 2006
(the "Named Executive Officers"):

                                       22
<PAGE>

<TABLE>
<CAPTION>

                      SUMMARY EXECUTIVE COMPENSATION TABLE


----------------------------- ---------- ------------- --------- ------------- ------------- --------------- ------------ ---------
NAME AND PRINCIPAL POSITION   YEAR          SALARY      BONUS    STOCK AWARDS    OPTIONS     NONQUALIFIED    ALL OTHER    TOTAL
                                                                                AWARDS ($)      DEFERRED       COMP        ($)
                                                                                             COMPENSATION
                                                                                                  ($)
----------------------------- ---------- ------------- --------- ------------- ------------- --------------- ------------ ---------
<S>                           <C>        <C>           <C>       <C>           <C>           <C>             <C>          <C>

David J Cutler,               2008        $60,000(1)      -           -             -              -              -       $60,000
Director, President, Chief
Executive Officer, Chief
Financial Officer
From March 2006
----------------------------- ---------- ------------- --------- ------------- ------------- --------------- ------------ ---------
</TABLE>


     (1)  Mr. Cutler's  remuneration was paid to Burlingham  Corporate  Finance,
          Inc.  ("Burlingham") in the form of consulting fees. Mr. Cutler is the
          principal shareholder of Burlingham.

     (2)  $10,000 of Mr. Cutler's  remuneration was paid to Burlingham Corporate
          Finance,  Inc.  ("Burlingham")  in the form of  consulting  fees.  Mr.
          Cutler is the principal shareholder of Burlingham.

In the period from his  appointment  in March 2006 through  September  2006, Mr.
Cutler, an officer and a director of the Company,  incurred more than $50,000 on
our behalf in bringing our affairs up to date,  principally on settling  certain
of our  outstanding  liabilities,  legal  and  accounting  fees  and  directors'
remuneration.  In September  2006, Mr. Cutler agreed to convert  $50,000 of this
loan to us into equity on a basis to be determined by an independent third party
valuation.  In September 2006, our independent  directors  authorized an initial
issue of 510,000  shares of our common  stock,  representing  50.3% of our total
issued and outstanding  shares of our common stock,  to Mr. Cutler,  pending the
completion  of the  independent  third party  valuation.  In  November  2006 the
independent third part valuation of our shares of common stock was completed and
on the basis of this third party valuation our independent  directors authorized
the issue of an additional  897,644  shares of our common stock to Mr. Cutler as
the  balance of the equity to which he was  entitled  on the  conversion  of his
$50,000  loan to us into  equity.  Following  this second  issue of equity,  Mr.
Cutler owned a total of 1,407,644 shares of our common stock representing 70% of
our total issued and outstanding shares of our common stock.

On December 3, 2007 we issued  87,055 shares of our  restricted  common stock to
David J  Cutler,  one of our  directors,  in full and  final  settlement  of the
$87,055 loan Mr. Cutler had outstanding with us,  including  accrued interest of
$5,634,  in respect of  services  and  funding he has  provided to the us in the
period October 2006 through November 2007. The share issue was authorized by the
independent members of our Board of Directors.

On August 22, 2008 we issued 26,421 shares of restricted common stock to David J
Cutler, our President and a director of ours, in full settlement of the our debt
to Mr. Cutler as at June 30, 2008 of $26,421.

There can be no assurance that Mr. Cutler will continue to incur expenses on our
behalf.



                              DIRECTOR COMPENSATION

The following table sets forth certain information concerning  compensation paid
to our directors for services as directors,  but not including  compensation for
services as officers  reported in the "Summary  Executives  Compensation  Table"
during the year ended December 31, 2008:

                                       23
<PAGE>
<TABLE>
<CAPTION>

----------------------- ----------- -------------- -------- --------- ---------------- ------------------ -------------- -------
          Name             Year     Fees Earned    Stock    Options   Non-Equity       Nonqualified       All Other      Total
                                    Or Paid-in     Awards   Awards    Incentive Plan   Deferred           Compensation   ($)
                                    Cash ($)                ($)       Compensation     Compensation       ($)
                                                                      ($)              ($)
----------------------- ----------- -------------- -------- --------- ---------------- ------------------ -------------- -------
<S>                     <C>         <C>            <C>      <C>       <C>              <C>                <C>            <C>

David J. Cutler,           2008           0            0        0             0                0                  0      0
Director
----------------------- ----------- -------------- -------- --------- ---------------- ------------------ -------------- -------
Wesley F. Whiting,         2008           0            0        0             0                0                  0      0
Director
----------------------- ----------- -------------- -------- --------- ---------------- ------------------ -------------- -------
Redgie Green,              2008           0            0        0             0                0                  0      0
Director
----------------------- ----------- -------------- -------- --------- ---------------- ------------------ -------------- -------
</TABLE>


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  tables  set  forth  certain  information   regarding  beneficial
ownership of our common stock, as of December 31, 2008 by:

     o    each person who is known by us to own beneficially more than 5% of our
          outstanding common stock,

     o    each of our named executive officers and directors, and

     o    all executive officers and directors as a group.



                 NAME AND ADDRESS                      NUMBER OF      PERCENT OF
                 OF BENEFICIAL OWNER                   SHARES        OUTSTANDING

        David J. Cutler (1)                            1,521,120           64.4%

        Wesley F. Whiting (1)(2)                          25,000            1.2%

        Redgie Green (1)                                  25,000            1.2%
                                                       ----------    -----------
        All executive officers
        and directors as a group.                      1,571,120           66.6%
                                                       ==========    ===========

     (1)  c/o 2460 West 26th Avenue, Suite 380-C, Denver, Colorado, 80211.

     (2)  Mr. Whiting resigned as a director, effective January 6, 2009.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In the period from his  appointment  in March 2006 through  September  2006, Mr.
Cutler,  an officer and director of the Company,  incurred  more than $50,000 on
our behalf in bringing our affairs up to date,  principally on settling  certain
of our  outstanding  liabilities,  legal  and  accounting  fees  and  directors'
remuneration.  In September  2006, Mr. Cutler agreed to convert  $50,000 of this
loan to us into equity on a basis to be determined by an independent third party
valuation.  In September 2006, our independent  directors  authorized an initial
issuance of 510,000 shares of our common stock,  representing 50.3% of our total
issued and outstanding  shares of our common stock,  to Mr. Cutler,  pending the
completion of the  independent  third party  valuation.  In November  2006,  the

                                       24
<PAGE>

independent third part valuation of our shares of common stock was completed and
on the basis of this third party valuation our independent  directors authorized
the issue of an additional  897,644 shares of our common stock to Mr. Cutler, as
the  balance of the equity to which he was  entitled to in  connection  with the
conversion  of his $50,000  loan to us into  equity.  Following  this second and
issuance of shares,  Mr. Cutler owned a total of 1,407,644  shares of our common
stock, representing 70% of our total issued and outstanding shares of our common
stock, at that time.

On December 3, 2007, we issued 87,055 shares of our  restricted  common stock to
David J  Cutler,  one of our  directors,  in full and  final  settlement  of the
$87,055 loan Mr. Cutler had outstanding with us,  including  accrued interest of
$5,634,  in respect of  services  and  funding he has  provided to the us in the
period October 2006 through November 2007. The share issue was authorized by the
independent members of our Board of Directors.

On August 22, 2008,  we issued  25,000 of  restricted  common  stock,  valued at
$25,000,  to  a  consultant,   who  is  an  existing  shareholder  of  ours,  as
compensation for services he had provided to us.

On August 22, 2008, we issued 26,421 shares of restricted  common stock to David
Cutler, our President and a director of ours, in full settlement of the our debt
to Mr. Cutler as at June 30, 2008 of $26,421.  The share issue was authorized by
the independent members of our Board of Directors.

As at  December  31,  2008,  we owed Mr.  Cutler  $31,560.67  including  accrued
interest of $874.58.

During the  financial  year ended  December  31, 2008,  we paid $60,000  (2007 -
$10,000) of Mr. Cutler's  remuneration  to Burlingham  Corporate  Finance,  Inc.
("Burlingham")  in the form of  consulting  fees.  Mr.  Cutler is the  principal
shareholder of Burlingham.

ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

We incurred $3,000 audit fees with our current auditor,  Larry  O'Donnell,  CPA,
PC, in the fiscal year ended December 31, 2008 ($7,600 - 2007) in respect of the
audit for the fiscal year ended December 31, 2007.

Tax Fees

We did not incur any tax fees with our current auditor,  Larry  O'Donnell,  CPA,
PC, in the fiscal year ended December 31, 2008 ($0 2007).

We  incurred $0 in tax fees with an  unconnected  third party tax advisor in the
fiscal year ended December 31, 2008 ($2,250 - 2007).

All Other Fees

We incurred $1,110 in other fees with our current auditor, Larry O'Donnell, CPA,
PC, in the fiscal year ended  December  31, 2008  ($1,550 - 2007) in respect the
review of our quarterly financial statements.

It is the role of the Audit Committee,  or in the absence of an audit committee,
the Board of Directors,  to consider whether,  and determine that, the auditor's
provision.


                                     PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The  following  exhibits are filed as part of this Annual Report on Form 10-K in
accordance with Item 601 of Regulation S-K:


                                       25
<PAGE>

   EXHIBIT
   NUMBER                    DESCRIPTION AND METHOD OF FILING

  31.1  Certification of Chief Executive Officer pursuant to Section 302 of
        the Sarbanes-Oxley Act*

  32.1  Certification of Principal Executive Officer pursuant to Section 906
        of the Sarbanes-Oxley Act*

* Filed herewith.
















                                       26
<PAGE>

                          INDEX TO FINANCIAL STATEMENTS

                                                                            PAGE

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                       28

BALANCE SHEETS

As of December 31, 2008 and 2007

STATEMENTS OF OPERATIONS                                                      29

For the Years Ended December 31, 2008 and 2007                                30

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT                                31

For the Years Ended December 31, 2008 and 2007

STATEMENTS OF CASH FLOWS                                                      32

For the Years Ended December 31, 2008 and 2007

NOTES TO FINANCIAL STATEMENTS                                                 33




                                       27
<PAGE>

                           Larry O'Donnell, CPA, P.C.
Telephone                                                         (303) 745-4545
2228 South Fraser Street                                                  Unit I
Fax (303) 369-9384                                        Aurora, Colorado 80014
Email larryodonnellcpa@msn.com
www.larryodonnellcpa.com


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
Concord Ventures, Inc.
Denver, Colorado

I have audited the accompanying  balance sheets of Concord Ventures,  Inc. as of
December  31,  2008  and  2007,  and  the  related   statements  of  operations,
stockholders'  deficit, and cash flows for the years ended December 31, 2008 and
2007.  These  financial  statements  are  the  responsibility  of the  Company's
management.  My  responsibility  is to express  an  opinion  on these  financial
statements based on my audits.

I conducted my audits in  accordance  with the  standards of the Public  Company
Accounting Oversight Board (United States).  Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial statement presentation.  I believe that my audits provide a reasonable
basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material  respects,  the  financial  position  of Concord  Ventures,  Inc. as of
December 31, 2008 and 2007 and the results of its  operations and cash flows for
the years then ended in conformity with accounting principles generally accepted
in the United States.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 2 to the  financial
statements,  the Company had suffered  significant losses, had a working capital
deficit  as of  December  31,  2008 and 2007 and no  ongoing  source of  income.
Management's  plans to address  these matters are also included in Note 2 to the
financial  statements.  These  conditions  raise  substantial  doubt  about  the
Company's  ability to continue as a going concern.  The financial  statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.

/s/ Larry O'Donnell CPA, PC
Larry O'Donnell CPA, PC
Aurora, Colorado
March 28, 2009


                                       28
<PAGE>

<TABLE>
<CAPTION>

                                     CONCORD VENTURES, INC.
                                         BALANCE SHEETS

                                                                                  DECEMBER 31,
                                                                             2008             2007

                                                                       ---------------------------------
<S>                                                                    <C>             <C>

                            ASSETS

CURRENT ASSETS
      Cash & Cash Equivalents                                          $             - $          5,979
      Prepayments                                                                    -              208

                                                                         --------------  ---------------
                 Total Current Assets                                                -            6,187

      TOTAL ASSETS                                                     $             - $          6,187
                                                                       ================  ===============

                            LIABILITIES & STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

      Accounts Payable                                                 $       150,390 $         94,366
      Accrued Expenses                                                          96,915           89,040
      Capital Leases                                                           210,960          210,960
      Operating Leases                                                         196,216          196,216
      Other Loans                                                               30,686              603

                                                                       ---------------------------------
                 Total Current Liabilities                                     685,167          591,185

COMMITMENTS AND CONTINGENCIES (Note. 10)

STOCKHOLDERS' DEFICIT

      Class A Common Stock; $0.0001 par value, 100,000,000,                      1,148            1,137
      shares authorized, 2,359,407 and 2,257,956
      shares issued and outstanding, respectively
      Additional Paid In Capital                                            16,872,733       16,771,323
      Accumulated Deficit                                                  (17,559,048)     (17,357,458)
                                                                       ----------------  ---------------
                 Total Stockholders' Deficit                                  (685,167)        (584,998)

                                                                       ----------------  ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                            $             - $          6,187
                                                                       ================  ===============


                         See accompanying Notes to Financial Statements.

                                               29
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                CONCORD VENTURES, INC.
                               STATEMENT OF OPERATIONS

                                                                     FOR THE YEARS
                                                                         ENDED
                                                                     DECEMBER 31,
                                                                   2008           2007

                                                               -------------  -------------
<S>                                                          <C>             <C>

OPERATING EXPENSES / (INCOME)

      Gain on Statute Barred Liabilities                     $            - $   (7,229,922)
      General & Administrative Expenses                             200,327        111,783

                                                               -------------  -------------
      Total Operating Expenses / (Income)                           200,327     (7,118,139)

OPERATING INCOME (LOSS)                                            (200,327)     7,118,139

Interest and Other Income / (Expenses) Net                           (1,263)        (4,248)
                                                               -------------  -------------
(Loss) Income before Income Taxes                                  (201,590)     7,113,891

Provision for Income Taxes                                                -              -
                                                               -------------  -------------
NET (LOSS) INCOME                                            $     (201,590) $    7,113,891
                                                               =============  =============

NET (LOSS) INCOME PER COMMON SHARE

      Basic & Diluted                                        $        (0.09) $         3.45
                                                               =============  =============

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING

      Basic & Diluted                                             2,294,287       2,063,034
                                                               =============  =============




                    See accompanying Notes to Financial Statements.

                                          30
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                     CONCORD VENTURES, INC.
                                    STATEMENT OF CASH FLOWS

                                                                               FOR THE YEARS ENDED
                                                                                  DECEMBER 31,
                                                                                2008          2007

                                                                           ----------------------------
<S>                                                                        <C>           <C>

CASH FLOW PROVIDED BY  (USED IN) OPERATING ACTIVITIES

NET (LOSS) INCOME                                                          $    (201,590)$   7,113,891

ADJUSTMENTS TO RECONCILE NET (LOSS)/INCOME TO NET CASH
PROVIDED BY (USED IN) OPERATING ACTIVITIES

      Gain on Statute Barred Liabilities                                               -    (7,229,922)
      Shares of Common Stock Issued for Services                                  75,000        10,000

CHANGES IN OPERATING ASSETS & LIABILITIES

      Decrease (Increase) in Prepaid Expenses                                        208           (10)
      Increase in Accounts Payable                                                56,023           600
      Increase (decrease) in Accrued Expenses                                      7,875        (1,387)
                                                                             ------------  ------------
      Total Cash Flow used in Operating Activities                               (62,483)     (106,828)

CASH FLOW FROM FINANCING ACTIVITIES

      Funds from Other Loans                                                      56,504        62,807
      Funds from issuance of Stock                                                     -        50,000

                                                                             ------------  ------------
      Total Cash Flow provided by / (used in)  Financing Activities               56,504       112,807

NET (DECREASE) INCREASE IN CASH & CASH EQUIVALENTS                         $      (5,979)$       5,979
                                                                             ============  ============

Cash and Cash Equivalents at the beginning of the period                   $       5,979 $           -
                                                                             ============  ============
Cash and Cash Equivalents at the end of the period                         $           - $       5,979
                                                                             ============  ============

SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION
Cash paid for interest                                                     $           - $           -
                                                                             ============  ============
Cash paid for income tax                                                   $           - $           -
                                                                             ============  ============


                 See accompanying Notes to Financial Statements.

                                               31
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                     CONCORD VENTURES, INC.
                               STATEMENTS OF STOCKHOLDERS' DEFICIT
                           THE YEARS ENDED DECEMBER 31, 2008 AND 2007


                                                   Class A Common Stock      Additional
                                                                              Paid - in       Accumulated
                                                  Shares        Amount         Capital         Deficit           Total

                                                     #             $              $               $                $
<S>                                             <C>           <C>           <C>             <C>              <C>

Balance, December 31, 2006                        2,010,931         1,113      16,524,292      (24,471,349)      (7,945,944)

Stock Issued in Settlement of Debt                  187,055            19         187,036         -                 187,055

Stock Issued in Cash Consideration                   50,000             5          49,995         -                  50,000

Stock Issued as Payment For Services                 10,000             1           9,999         -                  10,000

Net Income                                           -             -              -              7,113,891        7,113,891

                                                ------------  ------------  --------------  ---------------  ---------------
Balance, December 31, 2007                        2,257,986         1,138      16,771,322      (17,357,458)        (584,998)
                                                ------------  ------------  --------------  ---------------  ---------------

Stock Issued as Payment for Services                 75,000             8          74,993         -                  75,000

Stock Issued in Settlement of Debt                   26,421             3          26,418         -                  26,421

Net Loss                                             -             -              -               (201,590)        (201,590)
                                                ------------  ------------  --------------  ---------------  ---------------
Balance, December 31, 2008                        2,359,407         1,148      16,872,733      (17,559,048)        (685,167)
                                                ============  ============  ==============  ===============  ===============



                         See accompanying Notes to Financial Statements.

                                               32
</TABLE>

<PAGE>

                             CONCORD VENTURES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2008

1.       NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES:

Nature  of  Operations  --  Effective  February  16,  2001,  we sold our  entire
business,  and all of our  assets,  for the  benefit  of our  creditors  under a
Chapter 11  reorganization.  We were subsequently  dismissed from the Chapter 11
reorganization,  effective  March  13,  2001,  at  which  time  the  last of our
remaining  directors  resigned.  Effective March 13, 2001, we had no business or
other  source of income,  no assets,  no  employees  or  directors,  outstanding
liabilities  of  approximately  $8.4 million and had terminated our duty to file
reports under securities law.

Our  business  activities  over the years ended  December 31, 2008 and 2007 were
focused on the settlement of our outstanding  liabilities and the renewal of and
maintaining our SEC reporting status.

On July 25,  2007,  we filed a Form  10-SB12G  with the SEC  seeking to become a
fully reporting  company  pursuant to Section 12 (g) of the Securities  Exchange
Act of 1934.  The filing became  effective  September 23, 2007, at which time we
succeeded in becoming a fully  reporting  company  pursuant to Section 12 (g) of
the Securities Exchange Act of 1934.

In February  2008,  we were  re-listed on the OTC Bulletin  Board and so are now
listed on both the Pink  Sheets and the OTC  Bulletin  Board  under the  trading
symbol "CCVR."

On April 29, 2008, we held our annual meeting of  stockholders  at which meeting
the majority of stockholders  approved  resolutions to re-elect Messrs.  Cutler,
Whiting  and Green as our  directors,  reincorporate  the  Company in  Delaware,
authorize an up to 3 for 1 reverse split of our shares of common  stock,  change
our name to a name to be chosen at the  discretion of the Board of directors and
to ratify the appointment of our auditor, Larry O'Donnell, CPA, PC.

On  January 6, 2009,  Mr.  Wesley  Whiting  resigned  as a director  of ours for
personal reasons.

Cash and Cash  Equivalents  -- Cash and  cash  equivalents  consist  of cash and
highly  liquid debt  instruments  with  original  maturities  of less than three
months.

Property and Equipment- We sold all of our fixed assets  effective  February 16,
2001 for the benefit of our creditors as part of our Chapter 11  reorganization.
Accordingly,  we had no property and equipment as of December 31, 2008 and 2007,
and we recorded no  depreciation  expense in the fiscal years ended December 31,
2008 and 2007.

Deferred  Costs and Other --  Offering  costs  with  respect  to issue of common
stock,  warrants or options by us were initially  deferred and ultimately offset
against the proceeds from these equity transactions if successful or expensed if
the proposed equity  transaction is  unsuccessful.  We had no deferred costs and
other as at December 31, 2008 and 2007.

Impairment of Long-Lived  and  Intangible  Assets -- In the event that facts and
circumstances indicated that the cost of long-lived and intangible assets may be
impaired,  an evaluation of recoverability  was performed.  If an evaluation was
required, the estimated future undiscounted cash flows associated with the asset
were  compared to the asset's  carrying  amount to determine if a write-down  to
market value or discounted cash flow value was required.

Financial Instruments -- The estimated fair values for financial instruments was
determined  at  discrete  points in time based on relevant  market  information.
These  estimates  involved  uncertainties  and  could  not  be  determined  with
precision.  The  carrying  amounts  of notes  receivable,  accounts  receivable,
accounts payable and accrued liabilities  approximated fair value because of the
short-term  maturities  of these  instruments.  The fair value of notes  payable
approximated to their carrying value as generally their interest rates reflected
our effective annual borrowing rate.

Income Taxes -- We account for income taxes under the  liability  method,  which
requires  recognition  of deferred tax assets and  liabilities  for the expected
future tax  consequences  of events  that have been  included  in the  financial
statements  or  tax  returns.  Under  this  method,   deferred  tax  assets  and

                                       33

<PAGE>

liabilities  are  determined  based  on the  difference  between  the  financial
statements  and tax bases of assets and  liabilities  using enacted tax rates in
effect for the year in which the differences are expected to reverse.

Advertising cost -- Advertising costs were expensed as incurred.  No advertising
costs were incurred in the years ended December 31, 2008, and 2007.

Comprehensive Income (Loss) -- Comprehensive income is defined as all changes in
stockholders'  equity (deficit),  exclusive of transactions with owners, such as
capital  investments.  Comprehensive income includes net income or loss, changes
in certain assets and liabilities  that are reported  directly in equity such as
translation  adjustments on investments in foreign  subsidiaries  and unrealized
gains (losses) on available-for-sale  securities.  From our inception there were
no differences between our comprehensive loss and net loss.

Our comprehensive  profit / (loss) for the years ended December 31, 2008 and2007
was  identical to our net profit / (loss) for the years ended  December 31, 2008
and 2007.

Income  (Loss)  Per  Share  -- The  income  (loss)  per  share is  presented  in
accordance  with the provisions of Statement of Financial  Accounting  Standards
(SFAS) No. 128,  Earnings Per Share.  SFAS No. 128 replaced the  presentation of
primary and fully diluted earnings (loss) per share (EPS) with a presentation of
basic EPS and diluted  EPS.  Basic EPS is  calculated  by dividing the income or
loss available to common  stockholders by the weighted  average number of common
stock  outstanding for the period.  Diluted EPS reflects the potential  dilution
that could occur if  securities  or other  contracts  to issue common stock were
exercised or converted into common stock.  Diluted EPS was the same as Basic EPS
for the years ended  December  31, 2008,  and 2007 as the exercise  price of our
outstanding  stock  options  was  substantially  in excess  of our  share  price
throughout these periods.

Stock-Based  Compensation -- As permitted under the SFAS No. 123, Accounting for
Stock-Based  Compensation,  we  account  for  our  stock-based  compensation  in
accordance with the provisions of Accounting  Principles Board (APB) Opinion No.
25, Accounting for Stock Issued to Employees.  As such,  compensation expense is
recorded  on the date of grant if the  current  market  price of the  underlying
stock  exceeds  the  exercise  price.  Certain  pro  forma  net  income  and EPS
disclosures  for employee  stock option grants are also included in the notes to
the financial  statements as if the fair value method as defined in SFAS No. 123
had been applied.  Transactions in equity  instruments  with  non-employees  for
goods or services are accounted for by the fair value method.

Use of Estimates -- The preparation of our consolidated  financial statements in
conformity with generally accepted accounting  principles requires management to
make  estimates  and  assumptions  that  affect the  amounts  reported  in these
financial  statements and accompanying  notes.  Actual results could differ from
those estimates.  Due to uncertainties inherent in the estimation process, it is
possible that these estimates could be materially revised within the next year.

Recently Issued Accounting Pronouncements--

In  December  2007,  the FASB  issued  SFAS No.  141  (Revised  2007),  Business
Combinations,  or SFAS No. 141R.  SFAS No. 141R will change the  accounting  for
business combinations. Under SFAS No. 141R, an acquiring entity will be required
to recognize all the assets acquired and liabilities assumed in a transaction at
the  acquisition-date  fair value with  limited  exceptions.  SFAS No. 141R will
change the accounting  treatment and disclosure for certain  specific items in a
business   combination.   SFASNo.   141R  applies   prospectively   to  business
combinations  for which the acquisition date is on or after the beginning of the
first  annual  reporting  period  beginning  on  or  after  December  15,  2008.
Accordingly,  any  business  combinations  we  engage  in will be  recorded  and
disclosed following existing GAAP until January 1, 2009. We expect SFAS No. 141R
will have an impact on accounting for business combinations once adopted but the
effect is dependent upon  acquisitions  at that time. We are still assessing the
impact of this pronouncement.

In December  2007,  the FASB issued SFAS No. 160,  Noncontrolling  Interests  in
Consolidated Financial  Statements--An Amendment of ARB No. 51, or SFAS No. 160.
SFAS  No.  160  establishes  new  accounting  and  reporting  standards  for the
noncontrolling  interest  in a  subsidiary  and  for  the  deconsolidation  of a
subsidiary.  SFAS No. 160 is effective  for fiscal  years  beginning on or after
December 15, 2008. We believe that SFAS 160 should not have a material impact on
our financial position or results of operations.

                                       34
<PAGE>

In  December  2007,  the  Emerging  Issues  Task  Force  issued  EITF No.  07-1,
Accounting  for   Collaborative   Arrangements.   EITFNo.   07-1  requires  that
transactions  with third parties (i.e.,  revenue generated and costs incurred by
the partners)  should be reported in the appropriate line item in each company's
financial statement and includes enhanced disclosure  requirements regarding the
nature  and  purpose  of the  arrangement,  rights  and  obligations  under  the
arrangement,  accounting policy,  amount and income statement  classification of
collaboration  transactions  between  the  parties.  EITFNo.  07-1 is  effective
January  1,  2009 and shall be  applied  retrospectively  to all  prior  periods
presented for all collaborative  arrangements existing as of the effective date.
The  Company  does not expect  that the  adoption  of EITF No.  07-1 will have a
material  effect  on  its  consolidated   results  of  operations  or  financial
condition.

In March  2008,  the FASB  issued  FAS No.  161,  Disclosures  about  Derivative
Instruments and Hedging Activities,  an amendment of FASB Statement No. 133. FAS
No. 161 changes the  disclosure  requirements  for  derivative  instruments  and
hedging  activities.  Entities are required to provide disclosures about (a) how
and why derivative  instruments  are used, (b) how  derivative  instruments  and
related  hedged  items  are  accounted  for under FAS No.  133,  Accounting  for
Derivative Instruments and Hedging Activities,  and its related interpretations,
and (c) how derivative  instruments and related hedged items affect the entity's
financial  position,  financial  performance,  and cash  flows.  FAS No.  161 is
effective  January 1, 2009. The Company does not expect that the adoption of FAS
No. 161 will have a material effect on its consolidated results of operations or
financial condition.

In April 2008, the FASB issued FSP FAS 142-3,  "Determination of the Useful Life
of Intangible  Assets" ("FSP FAS 142-3").  FSP FAS 142-3 amends the factors that
should be  considered  in developing  renewal or extension  assumptions  used to
determine the useful life of a recognized  intangible asset under FASB Statement
No. 142,  "Goodwill  and Other  Intangible  Assets." FSP FAS 142-3 also requires
expanded  disclosure  related to the  determination  of intangible  asset useful
lives.  FSP FAS 142-3 is effective  for financial  statements  issued for fiscal
years beginning after December 15, 2008, and interim periods within those fiscal
years.  The Company does not expect that the adoption of FSP FAS 142-3 will have
a  material  effect on its  consolidated  results  of  operations  or  financial
condition.

In May 2008, the FASB issued FASB Staff Position (FSP) No. APB 14-1  "Accounting
for  Convertible  Debt  Instruments  That May Be Settled in Cash upon Conversion
(Including  Partial Cash  Settlement)" (FSP APB 14-1). FSP APB 14-1 requires the
issuer of certain  convertible  debt instruments that may be settled in cash (or
other assets) on conversion to separately  account for the liability  (debt) and
equity  (conversion  option)  components  of the  instrument  in a  manner  that
reflects the  issuer's  non-convertible  debt  borrowing  rate.  FSP APB 14-1 is
effective for fiscal years  beginning  after  December 15, 2008 on a retroactive
basis and will be adopted by the  Company in the first  quarter of fiscal  2009.
The  Company  does not  expect the  adoption  of FSP APB 14-1 to have a material
effect on its results of operations and financial condition.

In June 2008, the Financial  Accounting  Standards  Board  ("FASB")  issued FASB
Staff Position ("FSP") EITF 03-6-1,  "Determining Whether Instruments Granted in
Share-Based  Payment  Transactions  are  Participating   Securities."  This  FSP
provides that unvested  share-based  payment awards that contain  nonforfeitable
rights to  dividends  or  dividend  equivalents  (whether  paid or  unpaid)  are
participating  securities  and shall be included in the  computation of earnings
per share pursuant to the two-class  method.  The FSP is effective for financial
statements  issued for fiscal years  beginning  after  December  15,  2008,  and
interim periods within those fiscal years. Upon adoption, companies are required
to retrospectively adjust earnings per share data (including any amounts related
to interim  periods,  summaries  of earnings  and  selected  financial  data) to
conform to provisions of this FSP. The Company does not  anticipate the adoption
of FSP EITF  03-6-1 will have a material  impact on its  results of  operations,
cash flows or financial condition.

Business  Segments -- Following  the sale of our entire  business and all of our
assets  effective  February 16,  2001,  we consider  our ongoing  activities  to
constitute a single segment.

2.       GOING CONCERN AND LIQUIDITY:

As at December 31, 2008, we had no assets, operating business or other source of
income and outstanding  liabilities of $685,167 and a  stockholders'  deficit of
$685,167.

                                       35
<PAGE>

In our  financial  statements  for the fiscal years ended  December 31, 2008 and
2007, the Report of the Independent  Registered  Public Accounting Firm includes
an explanatory  paragraph that describes  substantial doubt about our ability to
continue as a going concern. Our financial statements for the fiscal years ended
December 31, 2008 and 2007 have been  prepared on a going concern  basis,  which
contemplates  the  realization of assets and the  settlement of liabilities  and
commitments in the normal course of business.  We had a working  capital deficit
of $685,167 and reported an  accumulated  deficit of  $17,559,048 as at December
31, 2008.

It is our current intention to seek to reach satisfactory negotiated settlements
with our outstanding  creditors,  raise debt and/or equity financing to fund the
negotiated settlements with our creditors and to meet ongoing operating expanses
and  attempt  to merge with  another  entity  with  experienced  management  and
opportunities  for growth in return  for  shares of our  common  stock to create
value for our  shareholders.  There is no  assurance  that this series of events
will be satisfactorily completed.

Consequently,  we are now dependent on raising  additional equity and/or debt to
fund any  negotiated  settlements  with our  outstanding  creditors and meet our
ongoing operating expenses.  There is no assurance that we will be able to raise
the  necessary  equity and,  or, debt that we will need to be able to  negotiate
acceptable  settlements  with our  outstanding  creditors  or fund  our  ongoing
operating expenses.

3. ASSETS

As at December 31, 2008 we had no assets, while as at December 31, 2007 our sole
assets were $5,979 cash and cash equivalents and $208 in prepaid rental expense.

4. ACCOUNTS PAYABLE

Following  the sale of all of our  business  and assets  effective  February 16,
2001,  the  proceeds  from  the  sale  were  insufficient  to  repay  all of our
liabilities. Indeed the sale proceeds were only sufficient to pay certain of our
secured  liabilities.  No proceeds were  available to repay any of our unsecured
creditors.  Accordingly,  the  majority  of  the  balance  of  accounts  payable
represents  liabilities  outstanding since we filed for Chapter 11 protection in
December 2000.

In the period April 1, 2003 through  March 31, 2006,  our  outstanding  accounts
payable  which had been  incurred,  prior to our  dismissal  from our Chapter 11
reorganization   under  the  state  laws  of  California,   Delaware,   Florida,
Indianapolis,  Maryland,  Nebraska,  North  Carolina,  Pennsylvania,  Texas  and
Vermont were statute barred.  Accordingly, we recognized a gain on these statute
barred liabilities of $315,000 in the period.

In the three months ended March 31, 2007, our outstanding accounts payable which
had been incurred,  prior to our dismissal  from our Chapter 11  reorganization,
under the state laws of Arizona, Colorado,  Georgia,  Massachusetts,  Minnesota,
Mississippi,  New Jersey, New York, Oregon, South Dakota, Tennessee,  Washington
and Wisconsin were statute barred.  Accordingly, we recognized a gain on statute
barred liabilities of $1.6 million.

As a result of the  impact  of the  statute  of  limitation  on our  outstanding
liabilities, effective March 31, 2007, our outstanding accounts payable had been
reduced from in excess of $2 million to approximately $95,000.

5. CUSTOMER PREPAYMENTS

Prior to filing for  Chapter 11  protection  in  December  2000,  our  customers
prepaid us for the services we were to provide to them.  Effective  February 16,
2001,  we sold our entire  business and all our assets and ceased to provide any
ongoing  services.  At that time,  the  purchaser  of our  business  declined to
provide  services to  customers  who had already  paid us and would only provide
services to  customers  who paid them on an ongoing  basis.  Consequently,  this
balance represents a liability to customers who had made prepayments to us prior
to  December  2000 in respect of respect of  services  we were to deliver  after
February 16, 2001,  and who never  received  such  services  from us or from the
purchaser of our business. Accordingly, this liability was unchanged at December
31, 2006 and 2005.

In the three months ended March 31, 2007, our  outstanding  liability in respect
of customer  prepayments was statute barred and accordingly we recognized a gain
on statute  barred  liabilities  of $1.1  million the period in respect of these
statute barred customer prepayments.

                                       36
<PAGE>

As a result of the  impact  of the  statute  of  limitation  on our  outstanding
liability for customer  prepayments,  effective  March 31, 2007, our outstanding
liability for customer prepayments was reduced from $1.1 million to $0.

6. ACCRUED EXPENSES

Interest was accrued at 8% on the loan made to us by Mr. David J Cutler,  one of
our directors.

In the three months ended March 31, 2007, $552,000 of our accruals in respect of
both outstanding liabilities and interest on liabilities outstanding at the date
of our bankruptcy  were statute  barred and  accordingly we recognized a gain on
statute barred liabilities of $552,000 on the release of these accruals.

As a result of the  impact  of the  statute  of  limitation  on our  outstanding
liability  for accrued  liabilities,  effective  March 31, 2007 our  outstanding
liability for accrued liabilities was reduced from $642,000 to $91,000.

7. CAPITAL AND OPERATING LEASES

In the three months  ended March 31, 2007,  our  outstanding  liabilities  under
capital and operating  leases which had been entered into prior to our dismissal
from our Chapter 11 reorganization,  under the state laws of Arizona,  Colorado,
Georgia,  Massachusetts,  Minnesota,  Mississippi, New Jersey, New York, Oregon,
South  Dakota,   Tennessee,   Washington  and  Wisconsin  were  statute  barred.
Accordingly we recognized a gain on statute barred liabilities of $2.7 million

As a result of the  impact  of the  statute  of  limitation  on our  outstanding
liabilities  under capital and operating  leases,  effective March 31, 2007, our
outstanding liabilities under capital and operating leases had been reduced from
in excess of $3.5 million to approximately $403,000.

8. OTHER LOANS

Other loans  represent the loan made to us by one of our directors,  Mr. David J
Cutler.

In the period from his  appointment  in March 2006 through  September  2006, Mr.
David J Cutler,  one of our directors and our Chief Executive  Officer and Chief
Financial  Officer,  incurred  more than  $50,000 on our behalf in bringing  our
affairs  up  to  date,  principally  on  settling  certain  of  our  outstanding
liabilities, legal and accounting fees and directors' remuneration. In September
2006,  Mr. Cutler agreed to convert  $50,000 of this loan to us into equity on a
basis to be determined by an  independent  third party  valuation.  In September
2006, our independent directors authorized an initial issue of 510,000 shares of
our common stock,  representing 50.3% of our total issued and outstanding shares
of our common stock,  to Mr. Cutler,  pending the completion of the  independent
third party valuation. In November 2006, the independent third part valuation of
our shares of common  stock was  completed  and on the basis of this third party
valuation  our  independent  directors  authorized  the  issue of an  additional
897,644 shares of our common stock to Mr. Cutler as the balance of the equity to
which he was entitled on the  conversion  of his $50,000 loan to us into equity.
Following this second issue of equity to Mr. Cutler, Mr. Cutler owned a total of
1,407,644  shares of our common stock  representing  70% of our total issued and
outstanding shares of our common stock at that time.

On December 3, 2007 we issued  87,055 shares of our  restricted  common stock to
David J  Cutler,  one of our  directors,  in full and  final  settlement  of the
$87,055 loan Mr. Cutler had  outstanding  with,  including  accrued  interest of
$5,634,  in respect of  services  and  funding he has  provided to the us in the
period October 2006 through November 2007. The share issue was authorized by the
independent members of our Board of Directors

On August 22, 2008 we further issued 26,421 shares of restricted common stock to
David Cutler,  our  President and a director of ours, in full  settlement of the
our debt to Mr.  Cutler as at June 30,  2008 of  $26,421.  The  share  issue was
authorized by the independent members of our Board of Directors.

As at December 31, 2008 we owed Mr. Cutler $31,560.67 including accrued interest
of $874.58.

Interest is accrued on the loan at 8%.

                                       37
<PAGE>

9. CONVERTIBLE SUBORDINATED NOTES

During the three  months  ended  March 31,  2007,  our  liability  in respect of
$1,425,000  convertible debt became statute barred and consequently we no longer
have any liability outstanding in respect of this convertible debt.

In the year ended  December 31,  2007,  we issued  100,000  shares of our common
stock, valued at $100,000, in settlement of a disputed claim in respect of these
liabilities.

10. COMMITMENTS:

Capital and Operating Leases

In the three months  ended March 31, 2007,  our  outstanding  liabilities  under
capital and operating  leases which had been entered into prior to our dismissal
from our Chapter 11  reorganization  effective  March 13, 2001,  under the state
laws of Arizona, Colorado, Georgia, Massachusetts,  Minnesota,  Mississippi, New
Jersey, New York, Oregon, South Dakota, Tennessee, Washington and Wisconsin were
statute barred.  Accordingly we recognized a gain on statute barred  liabilities
of $2.7 million

As a result of the  impact  of the  statute  of  limitation  on our  outstanding
liabilities  under capital and operating  leases,  effective March 31, 2007, our
outstanding liabilities under capital and operating leases had been reduced from
in excess of $3.5 million to approximately $403,000.

Litigation

No legal  proceedings  are  currently  pending or  threatened to the best of our
knowledge.

11. RELATED PARTY TRANSACTIONS

In the period from his  appointment  in March 2006 through  September  2006, Mr.
David J Cutler,  one of our directors and our Chief Executive  Officer and Chief
Financial  Officer,  incurred  more than  $50,000 on our behalf in bringing  our
affairs  up  to  date,  principally  on  settling  certain  of  our  outstanding
liabilities, legal and accounting fees and directors' remuneration. In September
2006,  Mr. Cutler agreed to convert  $50,000 of this loan to us into equity on a
basis to be determined by an  independent  third party  valuation.  In September
2006, our independent directors authorized an initial issue of 510,000 shares of
our common stock,  representing 50.3% of our total issued and outstanding shares
of our common stock,  to Mr. Cutler,  pending the completion of the  independent
third party valuation. In November 2006, the independent third part valuation of
our shares of common  stock was  completed  and on the basis of this third party
valuation  our  independent  directors  authorized  the  issue of an  additional
897,644 shares of our common stock to Mr. Cutler as the balance of the equity to
which he was entitled on the  conversion  of his $50,000 loan to us into equity.
Following this second issue of equity to Mr. Cutler, Mr. Cutler owned a total of
1,407,644  shares of our common stock  representing  70% of our total issued and
outstanding shares of our common stock at that time.

On December 3, 2007, we issued 87,055 shares of our  restricted  common stock to
David J  Cutler,  one of our  directors,  in full and  final  settlement  of the
$87,055 loan Mr. Cutler had  outstanding  with,  including  accrued  interest of
$5,634,  in respect of  services  and  funding he has  provided to the us in the
period October 2006 through November 2007. The share issue was authorized by the
independent members of our Board of Directors

On August 22, 2008,  we issued  25,000 of  restricted  common  stock,  valued at
$25,000,  to  a  consultant,   who  is  an  existing  shareholder  of  ours,  as
compensation for services he had provided to us.

On August 22, 2008, we further  issued 26,421 shares of restricted  common stock
to David Cutler, our President and a director of ours, in full settlement of the
our debt to Mr.  Cutler as at June 30,  2008 of  $26,421.  The  share  issue was
authorized by the independent members of our Board of Directors.

As at  December  31,  2008,  we owed Mr.  Cutler  $31,560.67  including  accrued
interest of $874.58.

                                       38
<PAGE>

During the  financial  year ended  December  31, 2008,  we paid $60,000  (2007 -
$10,000) of Mr. Cutler's  remuneration  to Burlingham  Corporate  Finance,  Inc.
("Burlingham")  in the form of  consulting  fees.  Mr.  Cutler is the  principal
shareholder of Burlingham.

12   STOCKHOLDERS' DEFICIT:

Preferred Stock

We were  authorized,  without  further  action  by the  shareholders,  to  issue
10,000,000  shares of one or more  series of  preferred  stock at a par value of
$0.0001,  all of  which  is  nonvoting.  The  Board of  Directors  may,  without
shareholder   approval,   determine  the  dividend  rates,   redemption  prices,
preferences on liquidation or dissolution,  conversion rights, voting rights and
any other preferences.

No shares of preferred  stock were issued or  outstanding  during the  financial
years ended December 31, 2008 and 2007.

Common Stock

We were  authorized  to issue  100,000,000  shares  of common  stock,  par value
$0.0001 per share.

On April 29, 2008 we held our annual  meeting of  stockholders  at which meeting
the majority of  stockholders  approved,  an up to 3 for 1 reverse  split of our
shares of common stock. No such reverse split has been effected as yet.

On September 11, 2007, we issued 100,000 shares of our common stock with a value
of $100,000  ($1.00 per share) in settlement  of a disputed  claim in connection
with our convertible  subordinated loan notes,  which were statute barred during
this period.

On September 25, 2007, we issued 50,000 shares of our restricted common stock in
exchange for cash of $50,000 ($1.00 per share).

On September 25, 2007, we issued 10,000 shares of our restricted common stock as
payment of consulting services valued at $10,000 ($1.00 per share).

On December 3, 2007, we issued 87,055 shares of our  restricted  common stock to
David J  Cutler,  one of our  directors,  in full and  final  settlement  of the
$87,055 loan Mr. Cutler had outstanding with us,  including  accrued interest of
$5,634,  in respect of  services  and  funding he has  provided to the us in the
period October 2006 through November 2007. The share issue was authorized by the
independent members of our Board of Directors.

On August 22, 2008,  we issued  75,000 of  restricted  common  stock,  valued at
$75,000,  to three consultants (25,000 shares each) as compensation for services
they had provided to us One of the  consultants  is an existing  shareholder  of
ours.  We further  issued  26,421  shares of  restricted  common  stock to David
Cutler, our President and a director of ours, in full settlement of the our debt
to Mr. Cutler as at June 30, 2008 of $26,421.

Warrants

No warrants were issued or outstanding during the financial years ended December
31, 2008 and 2007.

Stock Options

Effective March 19, 1999, we adopted a stock option plan (the "Plan").  The Plan
provides for grants of incentive stock options,  nonqualified  stock options and
restricted  stock to designated  employees,  officers,  directors,  advisors and
independent contractors. The Plan authorized the issuance of up to 75,000 shares
of Common Stock. Under the Plan, the exercise price per share of a non-qualified
stock  option  must be  equal to at least  50% of the fair  market  value of the
common stock at the grant date, and the exercise price per share of an incentive
stock  option must equal the fair market  value of the common stock at the grant
date.

The following table summarizes stock option activity under the Plan:

                                       39
<PAGE>

<TABLE>
<CAPTION>

                                  Under the Stock Option Plan:                  Other Grants:
                           -------------------------------------------       --------------------
                                       Granted to                                  Granted to
                                       Non-Employees                               Non-Employees
                                   --------------------                         -------------------
<S>                                <C>   <C>             <C>                  <C>            <C>

                                                         Weighted                            Weighted
                                                         Average                              Average
                                                         Exercise                             Exercise
                                          Shares         Price                 Shares         Price
                                          -------        --------             --------       --------
Outstanding at December 31, 2007           2,000          $45.00                -                   -
            Granted                            -               -                -                   -
            Exercised                          -               -                -                   -
            Canceled                           -               -                -                   -
                                         ---------       ---------          -----------       ----------
Outstanding at September 30, 2008          2,000          $45.00                -                   -
                                         =========       =========          ===========       ==========
Exercisable at September 30, 2008          2,000          $45.00                -                   -
                                         =========       =========          ===========       ==========
Exercisable at December 31, 2007           2,000          $45.00                -                   -
                                         =========       =========          ===========       ==========
</TABLE>


13. INCOME TAXES:

We had losses since our Inception,  and therefore were not subject to federal or
state income taxes. We have accumulated tax losses available for carryforward in
excess $17  million.  The  carryforward  is subject  to  examination  by the tax
authorities  and expires at various dates through the year 2021.  The Tax Reform
Act of 1986 contains  provisions that may limit the NOL carryforwards  available
for use in any given  year upon the  occurrence  of  certain  events,  including
significant changes in ownership interest. Consequently following the issue more
than 50% of our total  authorized  and issued share capital in September 2006 to
Mr.  Cutler,  one  of  our  directors,  our  ability  to  use  these  losses  is
substantially  restricted  by the impact of section 382 of the Internal  Revenue
Code.

14. SEGMENT INFORMATION:

Following  the  sale of our  entire  business  and all of our  assets  effective
February 16, 2001, we consider our ongoing  business  activities to constitute a
single segment.

17. SUBSEQUENT EVENTS:

On  January 6, 2009,  Mr.  Wesley  Whiting  resigned  as a director  of ours for
personal reasons.





                                       40
<PAGE>

                                   SIGNATURES

In accordance with the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                            CONCORD VENTURES, INC.


Date: March 24, 2009                     By:        /s/ DAVID J. CUTLER
                                             --------------------------
                                                    David J Cutler
                                                    Chief Executive Officer, &
                                                    Chief Financial Officer

In accordance  with the  Securities  Exchange Act of 1924,  this report has been
signed  by  the  following  persons  on  behalf  of  the  Registrant  and in the
capacities and on the dates indicated.

            SIGNATURE                    TITLE                         DATE


    /s/ David J. Cutler          Chief Executive Officer       March 24, 2009
        David  J. Cutler         &
                                 Chief Financial Officer
                                 (Principal Financial and
                                 Accounting Officer)

    /s/ Redgie Green             Director                      March 24, 2009
        Redgie Green