UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549  FORM 10-Q  ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15 (d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934  For the period March 31, 2010  Commission file number: 333-149294  CFO Consultants, Inc.(Exact Name of Registrant as Specified in its Charter)  Nevada42-1749358(State or Other Jurisdiction of
Incorporation or Organization)(I.R.S. Employer
Identification No.)  829 Francis Drive
Palm Springs, CA 92262
(Address of Principal Executive Offices)  Registrants telephone number, including area code: (760) 322-9277  Securities registered pursuant to Section 12(b) of the Act: None  Securities registered pursuant to section 12(g) of the Act:  Common Stock, $0.001 par value
(Title of class)  Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by 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 Exchange 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. X.  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):  Large Accelerated Filer .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 .  For the period ending March 31, 2010, the issuer had no revenues.  As of March 31, 2010, there was no active trading market for the issuers common stock, $.001 par value.  The issuer has been cleared to trade on the OTC:BB.  The number of shares outstanding of the issuers common stock, $.001 par value, as of March 31, 2010 was 5,655,000 shares.  DOCUMENTS INCORPORATED BY REFERENCE  NONE.  2     CFO Consultants, Inc. Form 10-K Annual Report
Table of Contents PART IItem 1.Business5Item 1A.Risk Factors5Item 1B.Unresolved Staff Comments6Item 2.Properties7Item 3.Legal Proceedings7Item 4.Submission of Matters to a Vote of Security Holders7PART IIItem 5.Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities7Item 6.Selected Financial Data7Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations7Item 7A.Quantitative and Qualitative Disclosures About Market Risk9Item 8.Financial Statements and Supplementary Data9Item 9.Change in and Disagreements with Accountants on Accounting and Financial Disclosure9Item 9A(T).Controls And Procedures9Item 9B.Other Information9PART IIIItem 10.Directors, Executive Officers, and Corporate Governance9Item 11.Executive Compensation10Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters10Item 13.Certain Relationships and Related Transactions, and Director Independence11Item 14.Principal Accountant Fees and Services11PART IVItem 15.Exhibits and Financial Statement Schedules12   3     FORWARD LOOKING STATEMENT INFORMATION  Certain statements made in this Annual Report on Form 10-K are forward-looking statements regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Our plans and objectives are based, in part, on assumptions involving judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein particularly in view of the current state of our operations, the inclusion of such information should not be regarded as a statement by us or any other person that our objectives and plans will be achieved. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, the factors set forth herein under the headings Business, Managements Discussion and Analysis of Financial Condition and Results of Operations and Risk Factors. We undertake no obligation to revise or update publicly any forward-looking statements for any reason. The terms we, our, us, or any derivative thereof, as used herein refer to CFO Consultants, Inc.  4     PART 1  ITEM 1. BUSINESS.  CORPORATE BACKGROUND  Our Background  CFO Consultants, Inc. was incorporated pursuant to the laws of the State of Nevada on Dec. 10, 2007.  Our Business  We are a development stage company. The Company is a provider of short term (one to three month) engagements of retired CFO's to assist a company in certain transactions or restructurings such as sale of a business, tax situations, reorganizations, family transfer of business, estate planning etc. There might be a situation where it is a small company that normally would not have a CFO, but needs one for a period of time to complete a transaction.  Employees  At March 31, 2010, the Company had 1 full time employee.  None of its employees were represented by a collective bargaining arrangement.  The Company does not carry key person life insurance on any of its Directorial personnel. The loss of the services of any of its executive officers or other directors could have a material adverse effect on the business, results of operations and financial condition of the Company. The Company's future success also depends on its ability to retain and attract highly qualified technical and managerial personnel.  There can be no assurance that the Company will be able to retain its key managerial and technical personnel or that it will be able to attract and retain additional highly qualified technical and managerial personnel in the future. The inability to attract and retain the technical and managerial personnel necessary to support the growth of the Company's business, due to, among other things, a large increase in the wages demanded by such personnel, could have a material adverse effect upon the Company's business, results of operations and financial condition.  ITEM 1A. RISK FACTORS.  Because our auditors have issued a going concern opinion, there is substantial uncertainty we will continue operations.  Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next 12 months. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue in business. As such we may have to cease operations.  We lack an operating history and have losses that we expect to continue into the future. There is no assurance our future operations will result in profitable revenues. If we cannot generate sufficient revenues to operate profitably, we will cease operations.  We were incorporated on Dec. 10, 2007 and we have not started our proposed business operations or realized any revenues. We have no operating history upon which an evaluation of our future success or failure can be made. Our net loss from inception through Dec. 31, 2009 is $5,827. Since Dec. 10, 2007, we have incurred $33,917 in expenses.  Our ability to achieve and maintain profitability and positive cash flow is dependent upon:  · our ability to develop and continually update a functional, user-friendly website;  · our ability to procure and maintain on commercially reasonable terms relationships with third parties to develop and maintain our website, network  infrastructure,  and transaction processing systems;  · our ability to identify and pursue mediums through which we will be able to market our products;  · our ability to attract customers to our website;  5     · our ability to generate revenues through sales on our website; and  · our ability to manage growth by managing administrative overhead.  Based upon current plans, we expect to incur operating losses in future periods because we will be incurring expenses and not generating revenues. We cannot guarantee that we will be successful in generating revenues in the future.  Changing consumer preferences will require periodic service changes.  As a result of changing consumer preferences, many services are successfully marketed for a limited period of time. There can be no assurance that any of our services continue to be popular for a period of time. Our success will be dependent upon our ability to develop new and improved services. Our failure to introduce new services and to achieve and sustain market acceptance and to produce acceptable margins could have a material adverse effect on our financial condition and results of operations.  We face intense competition and our inability to successfully compete with our competitors will have a material adverse effect on our results of operation.  The CFO service industry is highly competitive. Many of our competitors have longer operating histories, greater brand recognition, broader service lines and greater financial resources and advertising budgets than we do. Many of our competitors offer similar services or alternatives to our services. We intend to rely solely on concepts and other intellectual property developed by Norman LeBoeuf, our sole officer and director. There can be no assurance that we will procure a market that will be available to support the services we will offer or allow us to seek expansion. There can be no assurance that we will be able to compete effectively in this marketplace.  If we do not attract customers on cost-effective terms, we will not make a profit, which ultimately will result in a cessation of operations.  Our success depends on our ability to attract customers on cost-effective terms. If we are unsuccessful at attracting a sufficient amount of clients, our ability to get repeat customers and our financial condition will be harmed.  To date we do not have any customers. We cannot guarantee that we will ever have any customers. Even if we obtain customers, there is no guarantee that we will generate a profit. If we cannot generate a profit, we will have to suspend or cease operations.  Our sole officer and director, Norman LeBoeuf, will only be devoting limited time to our operations. Mr. LeBoeuf will be devoting approximately 12 hours per week of his time to our operations. Because our sole officer and director will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to him. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a possible cessation of operations.  Because our sole officer and director does not have prior experience in CFO services marketing, we may have to hire individuals or suspend or cease operations.  Because our sole officer and director does not have prior experience in CFO services marketing, we may have to hire additional experienced personnel to assist us with our operations. If we need the additional experienced personnel and we do not hire them, we could fail in our plan of operations and have to suspend operations or cease operations.  Because we have only one officer and director who is responsible for our managerial and organizational structure, in the future, there may not be effective disclosure and accounting controls to comply with applicable laws and regulations which could result in fines, penalties and assessments against us.  We have only one officer and director. He is responsible for our managerial and organizational structure which will include preparation of disclosure and accounting controls under the Sarbanes Oxley Act of 2002. When theses controls are implemented, he will be responsible for the administration of the controls. Should he not have sufficient experience, he may be incapable of creating and implementing the controls which may cause us to be subject to sanctions and fines by the Securities and Exchange Commission.  ITEM 1B. UNRESOLVED STAFF COMMENTS.  None  6     ITEM 2. PROPERTIES  The Company does not own any property at the present time and has no agreements to acquire any property.  Our executive, administrative and operating offices are located at 829 Francis Drive, Palm Springs, CA 92262. This is also the office of our sole officer and director, Norman LeBoeuf. Mr. LeBoeuf makes this space available to the company free of charge. There is no written agreement documenting this arrangement.  We have no policies with respect to investments in real estate or interests in real estate, real estate mortgages, or securities of or interests in persons primarily engaged in real estate activities.  ITEM 3. LEGAL PROCEEDINGS  None.  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.  None. PART II  ITEM 5. MARKET FOR OUR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.  (a) Market Information. Our Common Stock is not actively trading on any public trading market or stock exchange. No assurance can be given that any market for our Common Stock will ever develop.  The company has been cleared to trade on the OTC:BB.  (b) Holders. As of February 20, 2009, there were 41 record holders of all of our issued and outstanding shares of Common Stock.  (c) Dividend Policy  We have not declared or paid any cash dividends on our Common Stock and do not intend to declare or pay any cash dividend in the foreseeable future. The payment of dividends, if any, is within the discretion of the Board of Directors and will depend on our earnings, if any, our capital requirements and financial condition and such other factors as the Board of Directors may consider.  ITEM 6. SELECTED FINANCIAL DATA.  As a smaller reporting company, as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the Exchange Act), we are not required to provide the information required by this item.  ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.  This section of the prospectus includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.  We are a development stage company and have not started operations or generated or realized any revenues from our business operations.  Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next 12 months. Our auditor's opinion is based on our suffering initial losses, having no operations, and having a working capital deficiency. The opinion results from the fact that we have not generated any revenues and no revenues are anticipated until we complete the development of our business plan. Our only other source for cash at this time is investments by others in our company.  7     We have only one officer and director. He is responsible for our managerial and organizational structure which will include preparation of disclosure and accounting controls under the Sarbanes Oxley Act of 2002. When theses controls are implemented, he will be responsible for the administration of the controls. Should he not have sufficient experience, he may be incapable of creating and implementing the controls which may cause us to be subject to sanctions and fines by the Securities and Exchange Commission which ultimately could cause our shareholders to lose their investment.  Plan of Operation  Our specific goal is to profitably develop our website and marketing. We intend to accomplish the foregoing through the following milestones:  We will immediately begin our marketing efforts. We will market initially through the internet on search and yellowbook type sites.  If we cannot generate sufficient revenues to continue operations, we will suspend or cease operations. If we cease operations, we do not know what we will do and we do not have any plans to do anything else.  Limited Operating History; Need for Additional Capital  There is no historical financial information about us upon which to base an evaluation of our performance. We are in development stage operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations.  Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns.  We are seeking equity financing to provide for the capital required to implement our operations. We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.  Results of Operations  From Inception on Dec. 10, 2007 to March 31, 2010.  Since inception, we sold 1,450,000 shares of common stock to our sole officer and director for services, and 2,000,000 shares of common stock to our an investor for $6,800 in cash.  We then sold 2,135,000 shares in our S-1 offering for $21,350.  Liquidity and Capital Resources  We cannot guarantee that we will stay in business. If we are unable to successfully attract customers to our website, we may quickly use up the proceeds from our offering and will need to find alternative sources, like a second public offering, a private placement of securities, or loans from our officers or others in order for us to maintain our operations. At the present time, we have not made any arrangements to raise additional cash.  If we need additional cash and can't raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely. Other than as described in this paragraph, we have no other financing plans.  As of the date of this annual report, we have yet to generate any revenues from our business operations.  As of Dec. 31, 2009, our total assets were $113 and our total liabilities were $4,230. As of Dec. 31, 2009, we had cash of $113. Operations include but are not limited to filing reports with the Securities and Exchange Commission as well as the business activities contemplated by our business plan.  Commitments  We do not have any commitments which are required to be disclosed in tabular form as of March 31, 2010.  Off-Balance Sheet Arrangements  As of March 31, 2010, we have no off-balance sheet arrangements such as guarantees, retained or contingent interest in assets transferred, obligation under a derivative instrument and obligation arising out of or a variable interest in an unconsolidated entity.  8     ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.  As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this item.  ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.  See the index to the Financial Statements below, beginning on page F-1.  ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. On January 10, 2010, Board of Directors of the Registrant dismissed The Blackwing Group, LLC, its independent registered public account firm. The PCAOB revoked the registration of Blackwing on December 22, 2009 because of violations of PCAOB rules and auditing standards in auditing the financial statements of two issuers from 2006 to 2008, PCAOB rules and quality controls standards and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and non cooperation with a Board Investigation. The Board of Directors of the Registrant and the Registrant's Audit Committee approved of the dismissal of The Blackwing Group, LLC as its independent auditor. None of the reports of The Blackwing Group, LLC on the Company's financial statements for either of the past two years and the interim period from Dec. 31, 2008-the date of the last audited financial statements-through January 10, 2010, contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, except that the Registrant's audited financial statements contained in its Form 10K for the period ended 12/31/2008 a going concern qualification in the registrant's audited financial statements.  During the registrant's two most recent fiscal years and the interim period from Dec. 31, 2008-the date of the last audited financial statements-through January 10, 2010, there were no disagreements with The Blackwing Group, LLC. whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to The Blackwing Group, LLC's satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the registrant's financial statements. The registrant has engaged Sam Kan & Company, CPA's to act as its independent registered public accounting firm for all statements going forward and to perform any required re-audits. Sam Kan & Company, CPA's have not performed any services for the registrant previously.    ITEM 9A(T). CONTROLS AND PROCEDURES.  (a) Evaluation of Disclosure Controls and Procedures  Our management, with the participation of our president and chief financial officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e) and 15-d-15(e)) as of the end of the period covered by this report (the Evaluation Date). Based upon that evaluation, the president and chief financial officer concluded that as of the Evaluation Date, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms and (ii) is accumulated and communicated to our management, including our president and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.  (b) Managements Report on Internal Control over Financial Reporting  Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our management assessed the effectiveness of our internal control over financial reporting as of March 31, 2010. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Our management has concluded that, as of March 31, 2010, our internal control over financial reporting is effective based on these criteria. This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only managements report in this annual report.  (c) Changes in Internal Control over Financial Reporting  There were no changes in our internal controls over financial reporting that occurred during the last fiscal quarter covered by this report 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.  The following table sets forth information concerning our officers and directors as of March 20, 2009:  The name, address, age, and positions of our present sole officer and director is set forth below:  Name and AddressAgePosition(s)Norman LeBoeuf81President, Chief Executive Officer,829 Francis DriveChief Financial Officer,Palm Springs, CA 92264Secretary and sole Director   9     Our sole director will serve until is successor is elected and qualified, or until the earlier of his death, resignation or removal from office. Our sole officer was elected by the board of directors for a one year term, and will serve until his successor is duly elected and qualified, or until the earlier of his death, resignation or removal from office. The board of directors has no nominating, auditing, or compensation committees.  Background of Our Sole Officer and Director  Norman LeBoeuf--President,  Chief Executive  Officer,  Chief Financial Officer Secretary, and sole director.  Mr. Norman LeBoeuf has been responsible for the accounting and tax functions for many companies. Mr. LeBoeuf's professional career includes three years in the U.S. Marine Corps Legal and Administrative functions (1952-1955) and forty years in all areas of accounting for small, medium and large (Fortune 500 Companies) in Electronics, Manufacturing and Aerospace.  Mr. LeBoeuf devotes approximately 12 hours per week to our operations and will devote additional time as required. Mr. LeBoeuf is not an officer or director of any other reporting company.  Audit Committee Financial Expert  Compensation and Audit Committees  As we only have one board member and given our limited operations, we do not have separate or independent audit or compensation committees. Our Board of Directors has determined that it does not have an audit committee financial expert, as that term is defined in Item 407(d)(5) of Regulation S-K. In addition, we have not adopted any procedures by which our shareholders may recommend nominees to our Board of Directors.  Section 16(a) Beneficial Ownership Reporting Compliance  Section 16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent of our Common Stock (collectively, the Reporting Persons) to report their ownership of and transactions in our Common Stock to the SEC. Copies of these reports are also required to be supplied to us. To our knowledge, during the fiscal year ended March 31, 2010 the Reporting Persons complied with all applicable Section 16(a) reporting requirements.  Code of Ethics  We have not adopted a Code of Ethics given our limited operations. We expect that our Board of Directors following a merger or other acquisition transaction will adopt a Code of Ethics.  ITEM 11. EXECUTIVE COMPENSATION.  Norman LeBeouf is our sole officer and director.  Mr. LeBeouf does not receive any regular compensation for his services rendered on our behalf. Mr. LeBeouf did not receive any compensation during the years ended March 31, 2010 and 2007. No officer or director is required to make any specific amount or percentage of his business time available to us.  Director Compensation  We do not currently pay any cash fees to our sole director, nor do we pay directors expenses in attending board meetings.  Employment Agreements  We are not a party to any employment agreements.  ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.  The following table sets forth information as of March 20, 2009 regarding the number of shares of common stock of CFO Consultants beneficially owned, before and after giving effect to the sale of the shares of common stock offered, by our directors and named executive officers, our directors and named executive officers as a group, and persons owning 5% or more of CFO Consultants' stock.  10      Name and Address of
Beneficial Owner(1)(2)Number of
SharesPercent of ClassOrion Investment, Inc.(3)2,000,00035.8%Norman LeBoeuf1,450,00025.9%829 Francis DrivePalm Springs, CA 92264  (1) All directors, named executive officers, and persons owning 5% our more of CFO Consultants stock have sole voting and investment power with respect to the shares listed.  (2) No director, named executive officer, or persons owning 5% our more of CFO Consultants' stock has any rights to acquire any shares from options, warrants, rights, conversion privileges or similar obligations.  (3)  The majority of the shares of Orion Investment, Inc. are held by Riccardo Mortara.  The remaining shares are held by Robert Filliarato, Dempsey Mork and Randal Baker.  There are no arrangements currently in place which may result in a change of control of CFO Consultants.  ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.  Our Board of Directors consist solely of Norman LeBeouf. He is not independent as such term is defined by a national securities exchange or an inter-dealer quotation system. Various related party transactions are reported throughout the notes to our financial statements and should be considered incorporated by reference herein.  ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.  Sam Kan & Associates, 1151 Harbor Bay Parkway, Ste. 101, Alameda CA 94502, (510) 355-0492 is our independent registered public accounting firm.  Audit Fees The aggregate fees billed by Sam Kan  & Associates for professional services rendered for the audit of our annual  financial statements and review of financial statements included in our  quarterly reports on Form 10-Q or services that are normally provided in  connection with statutory and regulatory filings was $3,000 for the fiscal year  ended Dec. 31, 2009. Audit-Related Fees There were no fees billed by Sam Kan  & Associates for assurance and related services that are reasonably related  to the performance of the audit or review of our financial statements for the  fiscal year ended Dec. 31, 2009 and 2008, respectively. Tax Fees The aggregate fees billed by Sam Kan  & Associates for professional services for tax compliance, tax advice, and  tax planning were $0 and $0 for the fiscal years ended Dec. 31, 2009 and 2008,  respectively. Pre-Approval Policy  We do not currently have a standing audit committee. The above services were approved by our Board of Directors.  11     PART IV  Item 15. Exhibits and Financial Statement Schedules  (a) The following documents are filed as part of this Report: Report of Independent Registered Public Accounting Firm (Sam  Kan & Associates-2009 and 2008)
  Balance Sheets at Dec. 31, 2009 and 2008
  Statements of Operations for the years ended Dec. 31, 2009  and 2008 and for the cumulative period from December 10, 2007(Date of Inception) to  Dec. 31, 2009
  Statements of Changes in Shareholders’ Deficiency for the  period from December 10, 2007 (Date of Inception) to Dec. 31, 2009
  Statements of Cash Flows for the years ended Dec. 31, 2009  and 2008, and for the cumulative period from December 10, 2007 (Date of Inception)  to Dec. 31, 2009
  Notes to Financial Statements   1. Financial Statements. The following financial statements and the report of our independent registered public accounting firm, are filed herewith. 2. Financial Statement Schedules.  Schedules are omitted because the information required is not applicable or the required information is shown in the financial statements or notes thereto.  3. Exhibits Incorporated by Reference or Filed with this Report.  Exhibit No.Description31.1Chief Executive Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002*31.2Chief Financial Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002*32.1Chief Executive Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002.*  *Included herewith  12     SIGNATURES  In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.  CFO Consultants, Inc.Date: May 7, 2010By: /s/ Norman LeBeoufNorman LeBeouf, President  In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.  Date: May 7, 2010By: /s/ Norman LeBeoufNorman LeBeouf, President and Director(Principal Executive Officer)Date: May 7,  2010By: /s/ Norman LeBeoufNorman LeBeouf, Chief Financial Officer(Principal Financial and Accounting Officer)  13           CFO CONSULTANTS, INC.  (A DEVELOPMENT STAGE COMPANY)  AUDITED FINANCIAL STATEMENTS  FOR THE PERIOD ENDED  March 31, 2010                   F-1       TABLE OF CONTENTS    PageFINANCIAL STATEMENTSBalance SheetF-4Statement of OperationsF-5Statement of  Cash FlowsF-6Statement of Stockholders EquityF-7Notes to Financial StatementsF-8  F-2     F-3     CFO CONSULTANTS, INC.(A Development Stage Enterprise)Balance SheetsDec. 31   ------March 312009
      
      2010ASSETSCurrent assetsCash
      
      113
      
      
      113Prepaid Expenses
      $
      -
      
      $
      -Accounts recievableTotal current assets
      
      113
      
      
      113Total assets
      $
      113
      
      $
      113LIABILITIES AND STOCKHOLDERS' DEFICITCurrent liabilitiesAccounts payable
      $
      4,230
      
      $
      4,230Total current liabilities
      
      4,230
      
      
      4,230Stockholders' DeficitCommon stock, $.0001 par value; 75,000,000 shares authorized, 5,655,000 and 5,580,000
        shares issued and outstanding at December 30, 2009 and 2008
      5,655
      
      
      5,655Additional paid in capital
      
      24,145
      
      
      24,145Deficit accumulated during the development stage
      
      (33,917)
      
      
      (33,917)Total stockholders' deficit
      
      (4,117)
      
      
      (4,117)Total liabilities and stockholders' deficit
      $
      113
      
      $
      113See accompanying notes to financial statements
  F-4     CFO CONSULTANTS, INC.(A Development Stage Enterprise)Statement of OperationsPeriod Ended
        December 31, 2009
      
      For Period Ended March 3,1 2010
      
      For the period from
        December 10, 2007
        (inception) to
        March 31, 2010Revenue
      $
      -
      
      $
      -
      
      $
      -ExpensesGeneral and administrative
      
      5,827
      
      
      5,827
      
      
      5,827Total expenses
      
      5,827
      
      
      5,827
      
      
      5,827Net loss
      $
      (5,827)
      
      $
      (5,827)
      
      $
      (5,827)Basic and diluted loss per common share
      $
      (0.0012)
      
      $
      (0.0012)
      
      
      (0.0012)Weighted average shares outstanding
      
      5,051,414
      
      
      5,051,414
      
      
      5,051,414See accompanying notes to financial statements     F-5      CFO CONSULTANTS, INC.(A Development Stage Enterprise)Statements of Cash FlowsPeriod Ended
        December 31, 2009
      
      Period Ended
        March 31, 2010
      
      For the period from December 10, 2007 (inception) to March 31, 210Cash flows from operating activitiesNet loss
      $
      (5,827)
      
      $
      (5,827)
      
      $
      (5,827)Changes in operating assets and liabilitiesStock Issuance for services
      
      750
      
      
      750
      
      
      750Prepaid expenses
      
      -
      
      
      -
      
      
      -Accounts payable
      
      4,230
      
      
      4,230
      
      
      4,230Net cash used in operating activities
      (847)
      
      
      (847)
      
      
      (847)Cash flows from investing activities
      
      -
      
      
      -
      
      
      -Cash flows from financing activitiesCommon stock issued for services
      -
      
      
      -
      
      
      -Proceeds from sale of stock
      
      -
      
      
      -
      
      
      -Net cash provided by financing activities
      -
      
      
      21,300
      
      
      7,750Net change in cash
      
      (847)
      
      
      (847)
      
      
      (847)Cash at beginning of period
      
      960
      
      
      960
      
      
      960Cash at end of period
      $
      113
      
      $
      113
      
      $
      113Supplemental disclosure of non-cash investing and financing activitiesIssuance of 75,000 and 2,130,000 shares of common stock for professional and consulting services for years ended December 31, 2009 and 2008 respectively
      $
      750
      
      $
      750
      
      $
      750Supplemental cash flow Information:Cash paid for interest
      $
      -
      
      $
      -
      
      $
      -Cash paid for income taxes
      $
      -
      
      $
      -
      
      $
      -See accompanying notes to financial statements   F-6   CFO CONSULTANTS, INC.(A Development Stage Enterprise)Statement of Changes in Stockholders' DeficitCommon Stock
      
      Additional Paid
        In Capital
      
      Accumulated
        Deficit
      
      TotalShares
      
      AmountBalance, December 31, 2007 (Inception)
      3,450,000
      
      $
      3,450
      
      $
      4,300
      
      $
      -
      
      $
      7,750Common stock issued for cash
      2,130,000
      
      
      2,130
      
      
      19,170
      
      
      -
      
      
      21,300Net loss, period ended December 31, 2008
      -
      
      
      -
      
      
      -
      
      
      (28,090)
      
      
      (28,090)Balance, December 31,, 2008
      5,580,000
      
      
      5,580
      
      
      23,470
      
      
      (28,090)
      
      
      (960)Common stock issued for cash
      75,000
      
      
      75
      
      
      675
      
      
      -
      
      
      750Net loss, year ended March 31, 2010
      -
      
      
      -
      
      
      -
      
      
      (5,827)
      
      
      (5,827)Balance March 31, 2010
      5,655,000
      
      $
      5,655
      
      $
      24,145
      
      $
      (33,917)
      
      $
      4,117)See accompanying notes to financial statements     F-7     **CFO Consultants, Inc.
  (A Development Stage Company)
  Notes to Financial Statements
  For ThePeriod Ending March 31 2010**  NOTE A  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  A summary of significant accounting policies of CFO Consultants,  Inc. (A Development Stage Company) (the Company) is presented to assist in  understanding the Company’s financial statements. The accounting policies  presented in these footnotes conform to accounting principles generally  accepted in the United    States of America and have been consistently  applied in the preparation of the accompanying financial statements. These  financial statements and notes are representations of the Company’s management  who are responsible for their integrity and objectivity. The Company has not  realized revenues from its planned principal business purpose and is considered  to be in its development state in accordance with ASC 915, “Development Stage  Entities”, formerly known as SFAS 7, “*Accounting and Reporting by Development State Enterprises.”* Organization, Nature of Business and Trade Name  CFO Consultants, Inc. (the Company) was incorporated in the State of Nevada on December 10, 2007. CFO Consultants, Inc. was established to assist companies in their need for CFOs and CFO related service. The Company has elected a fiscal year end of December 31st.  Basis of Presentation  The preparation of financial statements in conformity with  accounting principles generally accepted in the United States of America requires  management to make estimates and assumptions that affect the reported amounts  of assets and liabilities at the date of the financial statements and the  reported amounts of revenue and expenses during the reported period. Actual  results could differ from those estimates. Management further acknowledges that  it is solely responsible for adopting sound accounting practices, establishing  and maintaining a system of internal accounting control and preventing and  detecting fraud. The Company’s system of internal accounting control is  designed to assure, among other items, that (1) recorded transactions are  valid; (2) all valid transactions are recorded and (3) transactions are  recorded in the period in a timely manner to produce financial statements which  present fairly the financial condition, results of operations and cash flows of  the company for the respective periods being presented. Use of Estimates The preparation of financial statements in accounting principles  generally accepted in the United    States of America requires management to  make estimates and assumptions that affect the reported amounts of assets and  liabilities and disclosure of contingent assets and liabilities at the date of  the financial statements and the reported amounts of revenues and expenses  during the reporting period.  A change in managements’ estimates or  assumptions could have a material impact on CFO Consultants, Inc.’s financial  condition and results of operations during the years in which such changes  occurred. Actual results could differ from those estimates. CFO Consultants,  Inc.’s financial statements reflect all adjustments that management believes  are necessary for the fair presentation of their financial condition and  results of operations for the years presented. Property and Equipment  Property and equipment are carried at cost. Expenditures for  maintenance and repairs are charged against operations. Renewals and  betterments that materially extend the life of the assets are capitalized. When  assets are retired or otherwise disposed of, the cost and related accumulated  depreciation are removed from the accounts, and any resulting gain or loss is  reflected in income for the period. Depreciation is computed for financial statement purposes on a  straight-line basis over estimated useful lives of the related assets.   F-8     **CFO Consultants, Inc.
  (A Development Stage Company)
  Notes to Financial Statements
  For The Period Ending March 31 2010**  NOTE A  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)  Property and Equipment (continued)  The estimated useful lives of depreciable assets are:  Estimated
Useful LivesOffice Equipment5-10 yearsCopier5-7   yearsVehicles5-10 years  For federal income tax purposes, depreciation is computed under the modified accelerated cost recovery system. For audit purposes, depreciation is computed under the straight-line method.  Cash and Cash Equivalents  For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with maturity of three months or less to be cash equivalents.  Revenue and Cost Recognition  The Company provides custom solutions for business management needs. The Company reports income and expenses on the accrual basis of accounting, whereby income is recorded when it is earned and expenses recorded when they are incurred. In this specific industry revenue from jobs is recognized as stipulated in each contract for services. The Company currently has not met any contract terms for recognition of revenue.  Cost of Goods Sold  Job costs include all direct materials, and labor costs and those indirect costs related to contracted services. Selling, general and administrative costs are charged to expense as incurred.  Advertising  Advertising expenses related to specific jobs are allocated and classified as costs of goods sold. Advertising expenses not related to specific jobs are recorded as general and administrative expenses.  F-9    **CFO Consultants, Inc.
  (A Development Stage Company)
  Notes to Financial Statements
  For The Period Ending March  31, 2010** NOTE A  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)  Stockholders’ Equity: Common stock In December 2007, the Company undertook a private offering of Two  Million (2,000,000) shares of common stock. The stock was offered with a price  of .00315 per share. The private offering was made to Orion Investment Partners  through a subscription agreement that the shares were purchased with the  intention of holding the securities for investment purposes, with no intention  of dividing or allowing others to participate in this investment or to sell the  securities for at least one year in the event that the company becomes  registered with the Securities and Exchange Commission. In December 2007, the  Company issued One Million Four Hundred Fifty Thousand (1,450,000) shares of  common stock to its officer and director, Norbert LeBoeuf. This stock was  issued to Mr. LeBoeuf at $0.001 per share which was estimated as the market  value of share price.  
  In the subscription agreement the purchaser specifically agrees  that if the Company has an initial public offering prior to March 15, 2008, and  the underwriter in such offering requires the existing shareholders of the  Company to agree to a lock-up period during which such shareholders will not  dispose of or pledge their securities, the purchasers agree to the lock-up  period prescribed by the underwriter. On February 19, 2008, the Company filed a registration statement  on Form S-1 with the Securities and Exchange Commission registering 5,000,000  shares of common stock in a direct public offering, without any involvement of  underwriters or broker-dealers with a minimum offering of 2,000,000 shares.     On August 18, 2008 the Company closed its offering after  having sold 2,130,000 newly issued common shares. On January 26, 2009, the Company issued 75,000 shares of common  stock at $0.01 per share to the professional who provided legal and consulting  services to the Company. The fair market value of $0.01 was used based on the  offering price in Form S-1. Net loss per share is calculated in accordance with ASC 260, “*Earnings  Per Share,*” formerly known as SFAS No. 128, “*Earnings Per Share.*”  The  weighted-average number of common shares outstanding during each period is used  to compute basic loss per share.  Diluted loss per share is computed  using the weighted averaged number of shares and dilutive potential common  shares outstanding.  Dilutive potential common shares are additional  common shares assumed to be exercised. Basic net loss per common share is based on the weighted average  number of shares of common stock outstanding during 2009 and since  inception.  As of Dec. 31, 2009, the Company had 5,655,000 common  shares outstanding.  As of Dec. 31, 2009 and since inception, the  Company had no dilutive potential common shares. Basic Loss Per Share The computations of basic loss per share of common stock are based  on the weighted average number of shares outstanding at the date of the financial  statements. There are no common stock equivalents outstanding. Loss
    
    Shares
    
    Per Share(Numerator)
    
    (Denominator)
    
    AmountFrom Inception on December 10, 2007 to Period Ended March 31, 2010
    $
    (33,917)
    $
    5,051,414
    $
    (0.0067)     F-10    **CFO Consultants, Inc.
  (A Development Stage Company)
  Notes to Financial Statements
  For The Period Endind March 31, 2010** Provision for Income Taxes Deferred taxes are provided on a liability method whereby deferred  tax assets are recognized for deductible temporary differences and operating  loss and tax credit carry forwards and deferred tax liabilities are recognized  for taxable temporary differences.  Temporary differences are the  differences between the reported amounts of assets and liabilities and their  tax bases.  Deferred tax assets are reduced by a valuation allowance  when, in the opinion of management, it is more likely that not that some  portion or all of the deferred tax assets will not be realized.  Deferred  tax assets and liabilities are adjusted for the effects of changes in tax laws  and rates on the date of enactment. Net deferred tax assets consist of the following components from  Inception on December 10, 2007 to March 31, 2010: 2010Deferred tax assets NOL Carryover
    $
    11,532Valuations Allowance
    
    (11,532)Net Deferred Tax Asset
    $
    0 The income tax provision differs from the amount of income tax determined  by applying the U.S. federal income tax rate of 34% to pretax income from  continuing operations for the periods endedMarch 31, 2010 due to the following: On March 31, 2010, the Company had an operating loss carry  forward of $11,532 that can be used as an offset against future taxable income.  No tax benefit has been reported in the March 31, 2010 financial statements  since the potential tax benefit is offset by a valuation allowance of the same  amount. Due to the change in ownership provisions of the Tax Reform Act of  1986, net operating loss carry-forwards for Federal income tax reporting  purposes are subject to annual limitations.  Should a change in  ownership occur, net operating loss carry forwards may be limited as to use in  the future. Recently Issued Accounting Pronouncements On July 1, 2009, Financial Accounting Standards  Board (“FASB”) Accounting Standards CodificationTM (“ASC”) became the sole  source of authoritative Generally Accepted Accounting Principles (“GAAP”)  literature recognized by the Financial Accounting Standards Board for financial  statements issued for interim and annual periods ending after  September 15, 2009. Rules and interpretive releases of the Security  Exchange Commission (“SEC”) under authority of federal securities laws are also  sources of authoritative GAAP for SEC registrants. Except for applicable SEC  rules and regulations and a limited number of grandfathered standards, all  other sources of GAAP for nongovernmental entities were superseded by the  issuance of ASC. ASC did not change GAAP, but rather combined the sources of  GAAP and the framework for selecting among those sources into a single source.  Accordingly, the adoption of ASC had no impact on the financial results of the  Company. In May 2008, FASB issued Financial Accounting Standards No. 163, *“Accounting for Financial Guarantee Insurance Contracts - an  interpretation of FASB Statement No. 60.”***Diversity exists in practice in accounting for financial guarantee  insurance contracts by insurance enterprises under FASB Statement No. 60,  Accounting and Reporting by Insurance Enterprises. That diversity results in  inconsistencies in the recognition and measurement of claim liabilities because of differing views about when a loss has  been incurred under FASB Statement No. 5, Accounting for Contingencies.  F-11    **CFO Consultants, Inc.
  (A Development Stage Company)
  Notes to Financial Statements
  For The Period Ending March 31, 20110** Recently Issued Accounting Pronouncements (continued) This Statement requires that an insurance enterprise recognize a  claim liability prior to an event of default (insured event) when there is evidence  that credit deterioration has occurred in an insured financial obligation. This  Statement also clarifies how Statement 60 applies to financial guarantee  insurance contracts, including the recognition and measurement to be used to  account for premium revenue and claim liabilities. Those clarifications will  increase comparability in financial reporting of financial guarantee insurance  contracts by insurance enterprises. This Statement requires expanded  disclosures about financial guarantee insurance contracts. The accounting and  disclosure requirements of the Statement will improve the quality of  information provided to users of financial statements. This Statement is  effective for financial statements issued for fiscal years beginning after  December 15, 2008, and all interim periods within those fiscal years. In May 2008, FASB issued Financial Accounting Standards No. 162*,  “The Hierarchy of Generally Accepted Accounting Principles.”*This Statement  identifies the sources of accounting principles and the framework for selecting  the principles to be used in the preparation of financial statements of  nongovernmental entities that are presented in conformity with generally  accepted accounting principles (GAAP) in the United States (the GAAP  hierarchy). This Statement is effective 60 days following the SEC's approval of  the Public Company Accounting Oversight Board amendments to AU Section 411, *The Meaning of Present Fairly in Conformity With Generally  Accepted Accounting Principles*. This pronouncement has no  effect on this Company’s financial reporting at this time. In March of 2008 the Financial Accounting Standards Board (FASB)  issued SFAS No. 161, “*Disclosures about Derivative Instruments and Hedging  Activities—an amendment of FASB Statement No. 133*, “*Accounting for  Derivatives and Hedging Activities*.”  SFAS No. 161 has the same scope  as Statement No. 133 but requires enhanced disclosures about (a) how and why an  entity uses derivative instruments, (b) how derivative instruments and related  hedged items are accounted for under Statement No. 133 and its related  interpretations, and (c) how derivative instruments and related hedged items  affect an entity’s financial position, financial performance, and cash flows.   SFAS No. 161 is effective for financial statements issued for fiscal  years and interim periods beginning after November 15, 2008, with early  application encouraged.  The statement encourages, but does not require,  comparative disclosures for earlier periods at initial adoption.  SFAS No.  161 has no effect on the Company’s financial position, statements of  operations, or cash flows at this time. In December, 2007, the FASB issued SFAS No. 160, “Non-controlling  interests in Consolidated Financial Statements, an amendment of ARB No. 51.”    SFAS No. 160 applies to “for-profit” entities that prepare  consolidated financial statements where there is an outstanding non-controlling  interest in a subsidiary.  The Statement requires that the non-controlling  interest be reported in the equity section of the consolidated balance sheet  but identified separately from the parent.  The amount of consolidated net  income attributed to the non-controlling interest is required to be presented,  clearly labeled for the parent and the non-controlling entity, on the face of  the consolidated statement of income.  When a subsidiary is  de-consolidated, any retained non-controlling interest is to be measured at  fair value.  Gain or loss on de-consolidation is recognized rather than  carried as the value of the retained investment.  The Statement is  effective for fiscal years and interim periods beginning on or after December  15, 2008.  It cannot be adopted earlier but, once adopted, is to be  applied retroactively.  This pronouncement has no effect on this Company’s  financial reporting at this time. In December 2007, the FASB issued SFAS No.141 (revised 2007), “*Business  Combinations*” (“SFAS 141(R)”) and SFAS No. 160, “*Non-controlling  Interests in Consolidated Financial Statements*” (“SFAS 160”).  F-12   **CFO Consultants, Inc.
  (A Development Stage Company)
  Notes to Financial Statements
  For The Period Ending March 31, 2010** Recently Issued Accounting Pronouncements (continued) These standards aim to improve, simplify, and converge  internationally the accounting for business combinations and the reporting of  non-controlling interests in consolidated financial statements. The provisions of SFAS 141 (R) and SFAS 160 are effective for the  fiscal year beginning April 1, 2009.  The adoption of SFAS 141(R) and SFAS  160 has not impacted the Company’s financial statements. None of the above new pronouncements has current application to  the Company, but may be applicable to the Company’s future financial reporting. NOTE B – GOING CONCERN Under the going concern assumption, an entity is ordinarily viewed  as continuing in business for the foreseeable future with neither the intention  nor the necessity of liquidation, ceasing trading, or seeking protection from  creditors pursuant to laws or regulations. Accordingly, assets and liabilities  are recorded on the basis that the entity will be able to realize its assets  and discharge its liabilities in the normal course of business. Management  expects to face strong competition from well-established companies and small  independent companies. Accordingly, the Company expects to compete on the basis  of price (or the value to the customer of the services performed) and, on the  basis of their established reputation among customers as a quality provider of  management services and our locality of operation. Without a strong performance  in the growth process Management expects to be less able than our larger  competitors to handle generally increasing costs and expenses of doing  business. Additionally, it is expected that there may be significant  technological advances in the future and Management may not have adequate  resources without the strong public response anticipated to enable the Company  to take advantage of such advances. NOTE C – RELATED PARTY  TRANSACTIONS The major shareholder of American Smooth Wave Inc and Western  Lucrative Inc owns more than 5% of common stock of the Company at March 31, 2010 and 2008. For the year ended December 31, 2008, the Company paid  consulting and professional fee of $12,900 through American Smooth Wave Inc and  Western Lucrative Inc. The reimbursements of these consulting fees were made in  August, 2008 and September, 2008.  There  was no balance due to these affiliates at March 31, 2010 and December 31,  2008. NOTE D - SUBSEQUENT EVENTS In  February, 2010, the Company issued a note payable of $3,000 to  Dempsey Mork. The note will be matured by December 31, 2010. There is no  payment term during the year. Principal and interest of 6% will be due when the  loan is matured.   F-13