U.S. 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 PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
                     ______________ TO ______________

                   COMMISSION FILE NUMBER: 000-52634

                         FLORHAM CONSULTING CORP.
                  (Exact name of registrant in Its Charter)

                         Delaware                     20-2329345
              (State or Other Jurisdiction of       (I.R.S. Employer
             Incorporation or Organization)         Identification No.)

                  64 Beaver Street, Suite 233 New York, NY  10004
                 (Address of Principal Executive Offices) (Zip Code)

                      Issuer's telephone number: (646) 206-8280

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

Securities  registered  pursuant to Section 12(g) of the Exchange Act:
Common Stock, $0.0001 Par Value

     Indicate by check mark whether registrant is a well-known  seasoned issuer,
as defined in Rule 405 of the Securities Act [ ] Yes [X] No

     Indicate by check mark  whether the issuer is not  required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act [ ] Yes [X] No

     Indicate  by check  mark  whether  the  issuer  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Exchange Act during the past
12 months (or for such shorter period that the Company 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 a smaller reporting company.
See the  definitions  of "large  accelerated  filer",  "accelerated  filer"  and
"smaller reporting company" in Rule12b-2 of the Exchange Act.

Large Accelerated filer   [ ]       Non Accelerated filer      [ ]
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 [ ]


     State the aggregate market value of the voting and non-voting common equity
held by  non-affiliates  computed by  reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's more recently  completed second fiscal
quarter $197,925.

     State the number of shares  outstanding of each of the issuer's  classes of
common equity:  As of March 30, 2009,  166,700 shares of common stock, par value
$0.0001 per share, were outstanding.

                Documents Incorporated by Reference

                       None

                               -1-

<PAGE>

FORWARD LOOKING STATEMENTS

     Certain   statements   made  in  this  Annual   Report  on  Form  10-K  are
"forward-looking  statements"  (within  the  meaning of the  Private  Securities
Litigation  Reform Act of 1995) regarding the plans and objectives of management
for  future  operations.  Such  statements  involve  known  and  unknown  risks,
uncertainties  and other factors that may cause actual  results,  performance or
achievements  of Florham  Consulting  Corp.  (the  "Company")  to be  materially
different  from any future  results,  performance or  achievements  expressed or
implied  by such  forward-looking  statements.  The  forward-looking  statements
included herein are based on current  expectations  that involve  numerous risks
and  uncertainties.  The Company's  plans and objectives are based,  in part, on
assumptions involving the continued expansion of business.  Assumptions relating
to the foregoing involve  judgments with respect to, among other things,  future
economic,  competitive and market conditions and future business decisions,  all
of which are difficult or impossible to predict accurately and many of which are
beyond the control of the Company. Although the Company believes its assumptions
underlying the forward-looking statements are reasonable, any of the assumptions
could  prove  inaccurate  and,   therefore,   there  can  be  no  assurance  the
forward-looking statements included in this 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  "Description of
Business,"  "Management's  Discussion  and  Analysis"  and  "Risk  Factors".  We
undertake  no  obligation  to  revise  or update  publicly  any  forward-looking
statements for any reason.

Part I

Item 1. BUSINESS

Our Company

BUSINESS

     Florham  Consulting  Corp.  ("we,  "us",  or the  "Company")  is a Delaware
corporation  incorporated  in February  2005.  We are an  Internet  professional
services  firm.  We provide our clients  with an  integrated  set of  strategic,
creative and  technology  services that enable them to effect and maximize their
Internet   business.   These  services  help  our  clients  create  and  enhance
relationships with their customers, staff, business partners and suppliers.

     Our strategic  services  include  advising  clients on developing  business
models  for their  Internet  activities,  identifying  opportunities  to improve
operational  efficiencies  through  online  opportunities  and  planning for the
operations  and  organization  necessary  to  support  an online  business.  Our
creative  services  include  developing  graphic  designs  and web sites for our
clients. Our technology services include recommending and installing appropriate
hardware   and  software   networks  to  enable   online   sales,   support  and
communication. We also manage the hosting of clients' websites in certain cases.

Industry Overview

     The  Internet  has become an  integral  part of many  people's  lives.  The
Internet is increasingly being used to find information, communicate and conduct
business.  The  increasing  acceptance  of the Internet has created  significant
opportunities for companies that seek to grow and demand increased efficiencies.
Many  companies  are  taking  advantage  of  the  Internet's   opportunities  to
strengthen  customer  relationships,  improve  operational  efficiency  and spur
product innovation.


                                -2-

<page>


     Developing   successful   Internet   businesses  that  promote  interactive
relationships  requires  a  special  set of  capabilities.  Developers  of these
businesses must provide  integrated  strategy,  creative  technology and project
management services. In addition, developers must have the ability to understand
the needs of  customers  and fulfill  them.  Further,  companies  often lack the
management and technical infrastructure required to develop and support Internet
services.

     Therefore,   companies  seeking  to  do  business  over  the  Internet  are
increasingly engaging Internet professional services firms to provide integrated
strategy, creative, technology and project management services.

Our Services

     We provide fully integrated Internet  professional  services to our clients
to enable them to develop and enhance their interactive capabilities. We develop
Internet services and strategies that add value to our clients' businesses.  The
services we provide  include   strategic   planning,   Web  site  content
development,  graphic  design  and  computer  programming.  The  following  is a
description of the aspects of our services:

Strategic Services

     We help clients develop Internet  strategies for their businesses.  We work
closely with our clients to understand and analyze their businesses. We help our
clients  develop their Internet  strategies in the context of their business and
marketing goals. Our strategic services include assisting our clients in:

o    developing  Internet strategies to reach new customers less expensively and
     to better reach existing customers;

o    improving the efficiency of internal operations; and,

o    promoting  customer  loyalty for our  clients  through  effective  Internet
     communication.


Internet Commerce and Communication Services

     We help our clients use the Internet as an effective  means of dealing with
their customers. We help create Websites for our clients that reflect the entire
customer relationship, including:

o    introducing relevant, customized information, products and services;

o    demonstrating the benefits of our clients' products and services; and,

o    permitting customers to efficiently effect transactions with our clients.


Creative Services

     We assist  clients in designing  websites that are  user-friendly  and that
effectively present our clients' products and services. We work closely with our
clients  to  understand  their  products  and  services  and the  needs of their
customers.  We advise  clients on how they can bring  their  product and service
online. We also offer web site maintenance services, where we manage the hosting
of a client's web site.

Systems

     We recommend and install  appropriate  hardware and software  networks that
support our clients' Internet  strategies.  We can also adapt and develop custom
software solutions and build add-on components to our clients' existing software
applications.













                                -3-
<PAGE>


Current Contracts

     As of December 31, 2008, we had performed consulting or design services for
seven clients.

     On August 1, 2006,  we entered into an agreement  with  Chocolate  Printing
Company,  Inc. ("CPC")  pursuant to which we, among other things,  assist CPC in
the development of its on-line business strategy. We are paid an advisory fee of
$700 per month  plus $150 per hour for each  hour (in  excess of four  hours per
month) we provide services to CPC during the term of the agreement.

     Our other six clients have engaged us to complete  various  graphic  design
projects and to design, build and manage the hosting of their websites.

Growth Strategy

     We believe that our  business  can grow in two ways.  The first would be to
expand internally by hiring more employees,  completing additional consulting or
design  projects  entering  into  additional   agreements  with  clients  and/or
partnering  with third  parties.  The second  would be through  acquisitions  or
mergers with other entities in its or other businesses.

     On March 12, 2007 we entered into an agreement with Ronny Bergman  pursuant
to which Mr. Bergman agreed to provide web programming  services for our clients
on a nonexclusive  basis. These services include writing the computer code for a
client's website to enable the website to be fully operational on the Internet.

Selection of Business Opportunities

     We  anticipate  that  in the  event  that  we  elect  to  seek  a  business
opportunity,  such as a merger  or  acquisition,  the  selection  of a  business
opportunity  in  which to  participate  will be  complex  and  extremely  risky.
Management believes (but has not conducted any research to confirm) that being a
public corporation will help us find an acquisition  candidate for the following
reasons;  facilitate and improve the terms on which additional  equity financing
may be sought,  provide  incentive  stock  options or  similar  benefits  to key
employees, increase the opportunity to use securities for acquisitions,  provide
liquidity  for  shareholders, and other  factors.  Management  anticipates  that
business  opportunities  may be available  in many  different  industries,  both
within and without the Internet  professional  services  industry and at various
stages of development,  all of which make the task of comparative  investigation
and analysis of such business opportunities difficult and complex.

     We will have  limited  capital with which to provide the owners of business
entities with any cash or other assets which may be  attractive.  Management has
not conducted  market  research and is not aware of statistical  data to support
the  perceived  benefits  of a business  combination  for the owners of a target
company.

     The analysis of new business  opportunities will be undertaken by, or under
the  supervision  of,  our  officers  and  directors,  who are not  professional
business analysts. In analyzing prospective business  opportunities,  management
may consider such matters as the available  technical,  financial and managerial
resources;  working  capital  and  other  financial  requirements;   history  of
operations, if any;  prospects  for the future;  nature of present and  expected
competition;  the quality and  experience  of management  services  which may be
available  and the  depth of that  management;  specific  risk  factors  not now
foreseeable but which then may be anticipated to impact the proposed  activities
of the company  after the  business  combination;  the  potential  for growth or
expansion;  the  potential  for profit;  the  perceived  public  recognition  or
acceptance of products,  services,  or trades;  name  identification;  and other
relevant factors.

     We may acquire a venture which is in its preliminary or development  stage,
which is already  in  operation,  or in any stage of its  business  life.  It is
impossible  to predict at this time the status of any  business  in which we may
become engaged, in that such business may need to seek additional  capital,  may
desire  to  have  its  shares  publicly  traded,  or may  seek  other  perceived
advantages which we may offer.

                                -4-
<PAGE>

     With respect to negotiations with a target company,  management  expects to
focus on the percentage of the company which target company  shareholders  would
acquire in exchange for their shareholdings in the target company. Any merger or
acquisition effected by us can be expected to have a significant dilutive effect
on the percentage of shares held by our shareholders at such time.

Marketing

     We intend to develop a marketing  team which we believe  will be crucial to
our future growth and success.  The marketing team would be engaged full-time to
develop our brand and image  recognition.  We intend to participate in executive
seminars,   trade  shows  and  market  research.   In  addition,   we  may  make
presentations at seminars and advertise our services in the print or other media
to improve our visibility.


Competition

     We engage in a highly  competitive and fragmented  industry.  Almost all of
our competitors are, on an overall basis,  larger than us or are subsidiaries of
larger  companies,   and  therefore  may  possess  greater  resources  than  us.
Furthermore,  because our business  does not usually  require  large  amounts of
capital,  there is relative  ease of market  entry for a new entrant  possessing
acceptable professional  qualifications.  Accordingly, we compete with regional,
national, and international firms.

     Competition for our service is based primarily on reputation, track record,
experience, quality of service and price.

Intellectual Property Rights

     We have no  proprietary  software or  products.  We rely on  non-disclosure
agreements  with our  employees  to protect the  proprietary  software and other
proprietary  information of our clients.  Any  unauthorized use or disclosure of
this information could harm our business.

Personnel

     We currently employ one individual,  David Stahler, our President.  We have
relationships  with  independent,   outside  computer  programmers  who  provide
computer program services to the Company as needed.

RISK FACTORS

     The following  factors should be considered  carefully in evaluating us and
our business.  Additional risks and  uncertainties not presently known to us may
also effect our business  operations.  If any of the  following  risks  actually
occur,  our  business,   financial  condition  or  operating  results  could  be
materially adversely affected.

Risks That Relate to Our Business

     We have a very limited operating history, limited revenues and only minimal
assets.

     We have a very limited  operating  history and limited revenues to date. We
have no significant assets or financial  resources.  We have had losses and they
are likely to continue in the near  future.  No  assurance  can be given that we
will  be able  to  develop  our  business  organically  or  through  mergers  or
acquisitions.

We need to obtain financing in order to continue our operations.

     On a  prospective  basis,  we will require both  short-term  financing  for
operations  and  long-term  capital  to fund  our  expected  growth.  We have no
existing bank lines of credit and have not  established  any definitive  sources
for additional  financing.  Based on our current  operating plan, we have enough
cash to meet our anticipated cash  requirements for  approximately 12 months. We
will likely require  additional funds if we want to fully implement our business
plan and take advantage of evolving market conditions.  Additional financing may
not be available to us, or if available, then it may not be available upon terms
and conditions  acceptable to us. If adequate  funds are not available,  then we
may be required to delay,  reduce or eliminate product  development or marketing
programs.  Our  inability  to take  advantage of  opportunities  in the industry
because  of  capital  constraints  may have a  material  adverse  effect  on our
business and our prospects.

     We face intense competition, which could harm our business.

                                -5-
<PAGE>
     Our market is relatively new, intensely competitive,  highly fragmented and
subject to rapid  technological  change. We expect  competition to intensify and
increase over time because:

o    there are few  barriers  to entering  the  Internet  professional  services
     market;

o    our industry is consolidating; and

o    many of our competitors are forming cooperative relationships.

     We compete against other Internet professional services firms, as well as a
number of different  types of companies that are not exclusively in the Internet
professional services business.

     Almost all of our competitors have longer operating histories, greater name
recognition,  larger established client bases,  longer client  relationships and
significantly  greater financial,  technical,  personnel and marketing resources
than we do. Our  competitors  may be able to undertake more extensive  marketing
campaigns,  adopt more  aggressive  pricing  policies  and make more  attractive
offers to potential  clients,  employees and strategic  partners.  Further,  our
competitors  may  perform  Internet  services  that are equal or superior to our
services or that achieve greater market acceptance than our services. We have no
patented  or other  proprietary  technology  that would limit  competitors  from
duplicating  our  services.  We must rely on the skills of our personnel and the
quality of our client service.

     Increased  competition  is likely to  result in price  reductions,  reduced
gross margins  additional  marketing  expenses and loss of market share,  any of
which  would  have a  material  adverse  effect  on  our  business,  results  of
operations and financial condition. We cannot assure you that we will be able to
compete successfully against existing or future competitors.

     Our  efforts  to  raise  awareness  of our  corporate  identity  may not be
successful,  which may limit our  ability to expand our client  base and attract
acquisition candidates and employees.

     We believe that building our corporate  identity is critical for attracting
and expanding our client base and attracting employees. If we do not continue to
build our corporate identity, we may not be able to effect our strategy. We also
believe that  reputation  and name  recognition  will grow in  importance as the
number of companies competing in the market for Internet  professional  services
increases.  Our success will be predicated on providing  high quality,  reliable
and  cost-effective  services.  If clients do not deem our  services  as meeting
their  needs,  or if we fail to  market  our  services  effectively,  we will be
unsuccessful in maintaining and strengthening our corporate identity.

     If we do not keep pace with technological  changes, our services may become
less competitive and our business could suffer.

     Our market is characterized by rapidly changing technologies,  frequent new
product and service introductions, and evolving industry standards. If we cannot
keep pace with these changes our services could become less  competitive and our
business could suffer.  To achieve our goals,  we need to provide  services that
keep pace with continuing changes in industry standards,  information technology
and client  preferences.  We may be unable to develop and introduce new services
or  enhancements  to  existing  services  in a timely  manner or in  response to
changing market  conditions or client  requirements.  This would  materially and
adversely affect our business, results of operations and financial condition.

     The market for our  services and our revenue  growth  depend on our current
and potential clients accepting and employing the Internet.

     Since we expect to derive  most of our  revenues  from  providing  Internet
professional  services,  our future success is dependent on increased use of the
Internet as a marketplace. If the Internet develops as a viable marketplace more
slowly  than  expected,  our  business,  results  of  operations  and  financial
condition could materially suffer. Most of our current or potential clients have
limited  experience with Internet  marketing and may determine that the Internet
is not an effective method for expanding their businesses.  We cannot assure you
that the market for  Internet  professional  services  will  continue to grow or
become sustainable.

     Governmental  regulations regarding the Internet may be enacted which could
impede our business.

     To date, governmental regulations have not materially restricted the use of
the Internet by most companies.  However,  laws and regulations  relating to the
Internet  may  change.  New  laws and  regulations,  or new  interpretations  of
existing  laws and  regulations,  could impact us directly,  by  regulating  our
operations or imposing additional taxes on the services we provide,  which could
adversely impact our results and operations.  These  regulations  could restrict
our ability to provide our services or increase our costs of doing business.

                                -6-
<page>
     In addition,  new laws could impact us indirectly by preventing our clients
from delivering products and services over the Internet or slowing the growth of
the Internet. New laws relating to sales and other taxes, user privacy,  pricing
controls, consumer protection and international commerce may limit the growth of
the  Internet  as  a  commercial  vehicle.  In  addition,  unfavorable  judicial
interpretation  of  existing  laws,  and the  adoption  of new  laws,  regarding
liability  for  libel  and  defamation  and  copyright,   trademark  and  patent
infringement may extend liability to Web site owners. If these new laws decrease
the acceptance of e-commerce and other aspects of the Internet,  our clients may
be harmed and, as a consequence, our revenue growth and growth in demand for our
services would be limited and our business,  results of operations and financial
condition would be adversely affected.

     If we fail to deliver  quality  services or fulfill client needs, or if our
services harm our clients' businesses,  we may face additional expenses,  losses
or negative publicity.

     Many  of  our  engagements  involve  projects  that  are  critical  to  the
operations of our clients' businesses.  If we cannot complete engagements to our
clients'  expectations  and on a  timely  basis,  we could  materially  harm our
clients' operations.  This could damage our reputation,  subject us to increased
risk of  litigation  or force us to redesign  the  project.  Any of these events
could have a material adverse effect on our business,  results of operations and
financial  condition.  Currently  we do not carry  general  liability  insurance
coverage.  The successful assertion of one or more significant claims against us
could have a material adverse effect on our business,  results of operations and
financial condition.

     We may be subject to liability if our services or solutions for our clients
infringe upon the intellectual property rights of others.

     It is  possible  that  in  performing  services  for  our  clients,  we may
inadvertently  infringe upon the intellectual property rights of others. In such
event, the owner of the intellectual  property may commence  litigation  seeking
damages and an  injunction  against  both us and our client,  and the client may
bring  a  claim  against  us.  Any  infringement  litigation  would  be  costly,
regardless of whether we ultimately  prevail.  Even if we prevail, we will incur
significant  expenses and our reputation  would be hurt,  which would affect our
ability to generate  business and the terms on which we would be engaged,  if at
all.

     We are  dependent  upon our  management  and we need to  engage  additional
skilled personnel.

     Our  success  depends in large  part on the skills and  efforts of our only
officer,  our president and chief executive officer,  David Stahler. The loss of
the  services  of Mr.  Stahler  could  have a  material  adverse  effect  on the
development and success of our business. Mr. Stahler has an employment agreement
with us that  requires him to devote such of his working time to our business as
we and Mr.  Stahler  determine is necessary  for the  performance  of his duties
under his  employment  agreement.  We have not obtained key man insurance on the
life of Mr. Stahler.  Our future success will depend in part upon our ability to
attract and retain  additional  qualified  management  and technical  personnel.
Competition  for such  personnel  is intense and we will  compete for  qualified
personnel with numerous other employers,  almost all of which have significantly
greater financial and other resources than we. We may experience increased costs
in order to retain  and  attract  skilled  employees.  Our  failure  to  attract
additional  personnel or to retain the services of key personnel and independent
contractors  could  have a  material  adverse  effect on our  ability to operate
profitably.

     If we make any acquisitions,  they may disrupt or have a negative impact on
our business.

     If we make acquisitions,  we could have difficulty integrating the acquired
companies' personnel and operations with our own. In addition, the key personnel
of the acquired  business  may not be willing to work for us. We cannot  predict
the effect expansion may have on our core business. Regardless of whether we are
successful in making an acquisition,  the negotiations could disrupt our ongoing
business,  distract our management  and employees and increase our expenses.  In
addition to the risks described above,  acquisitions are accompanied by a number
of inherent risks, including, without limitation, the following:

o    the difficulty of integrating acquired products, services or operations;

o    the potential  disruption of the ongoing  businesses and distraction of our
     management and the management of acquired companies;

o    difficulties  in complying with  regulations in other countries that relate
     to our businesses;
                                       -7-
<page>
o    difficulties in maintaining  uniform  standards,  controls,  procedures and
     policies;

o    the potential impairment of relationships with employees and customers as a
     result of any integration of new management personnel;

o    the potential  inability or failure to achieve additional sales and enhance
     our  customer  base  through  cross-marketing  of the  products  to new and
     existing customers;

o    the  effect of any  government  regulations  which  relate to the  business
     acquired;

o    potential  unknown  liabilities  associated  with  acquired  businesses  or
     product  lines,  or the  need  to  spend  significant  amounts  to  retool,
     reposition or modify the  marketing  and sales of acquired  products or the
     defense  of any  litigation,  whether  of not  successful,  resulting  from
     actions of the acquired company prior to our acquisition;

o    difficulties  in disposing of the excess or idle  facilities of an acquired
     company or business and expenses in maintaining such facilities; and

o    potential  expenses under the labor,  environmental and other laws of other
     countries.

     Our  business  could be severely  impaired if and to the extent that we are
unable to succeed in addressing any of these risks or other problems encountered
in connection with an acquisition, many of which cannot be presently identified.
These  risks and  problems  could  disrupt our ongoing  business,  distract  our
management and employees, increase our expenses and adversely affect our results
of operations.  Further,  the commencement of business in other countries may be
subject to  significant  risks in areas  which we are not able to prepare for in
advance.

No dividends.

     We have not paid any  dividends on our common  stock and do not  anticipate
paying  cash  dividends  in the  foreseeable  future.  We intend  to retain  any
earnings  to  finance  the  growth  of our  business  and we may  never pay cash
dividends.

Risks Concerning our Securities.

     Our common stock has a limited trading market.

     While our common  stock is currently  listed for  quotation on the Over The
Counter  Bulletin Board  ("OTCBB"),  only a limited trading market has developed
and we do not have a  significant  public  float.  In the  absence  of an active
trading market,  you may have difficulty  buying and selling or obtaining market
quotations  for our stock;  the market  visibility for our stock may be limited,
and the lack of visibility for our common stock may have a depressive  effect on
the market price for our common stock.

     Our stock  price may be affected  by our  failure to meet  projections  and
estimates  of  earnings  developed  either  by us or by  independent  securities
analysts.

     Our  operating  results  may fall  below  the  expectations  of  securities
analysts and investors as well as our own projections. In this event, the market
price of our common stock would likely be materially adversely affected.

     The  registration  and sales of common  stock  being sold  pursuant  to our
currently effective  prospectus may have a depressive effect upon the market for
our common stock.

     We have a minimal  public  float,  and the  shares of  common  stock  being
offered by our currently  effective  prospectus  constitute a not  insignificant
portion of the outstanding  shares of our common stock.  If stockholders  sell a
significant  number of shares of common  stock,  the market  price of our common
stock may decline.

     Because  we may be  subject  to the  "penny  stock"  rules,  you  may  have
difficulty in selling our common stock.

                                -8-
<PAGE>
     If a public market  develops for our common stock and if our stock price is
less than $5.00 per share,  our stock may be  subject to the SEC's  penny  stock
rules,  which impose additional sales practice  requirements and restrictions on
broker-dealers  that sell our stock to persons other than established  customers
and  institutional  accredited  investors.  The  application  of these rules may
affect the  ability of  broker-dealers  to sell our common  stock and may affect
your ability to sell any common stock you may own.

     According  to the SEC,  the market for penny  stocks has suffered in recent
years from patterns of fraud and abuse. Such patterns include:

o    Control of the market for the security by one or a few broker-dealers  that
     are often related to the promoter or issuer;


o    Manipulation of prices through prearranged  matching of purchases and sales
     and false and misleading press releases;


o    "Boiler  room"   practices   involving  high  pressure  sales  tactics  and
     unrealistic price projections by inexperienced sales persons;


o    Excessive  and  undisclosed  bid-ask  differentials  and markups by selling
     broker-dealers; and


o    The   wholesale   dumping  of  the  same   securities   by  promoters   and
     broker-dealers after prices have been manipulated to a desired level, along
     with the  inevitable  collapse  of those  prices with  consequent  investor
     losses.


     As an  issuer of "penny  stock'  the  protection  provided  by the  federal
securities laws relating to forward looking statements does not apply to us.

     Although   the   federal   securities   law   provide  a  safe  harbor  for
forward-looking statements made by a public company that files reports under the
federal  securities  laws, this safe harbor is not available to issuers of penny
stocks.  As a result,  if we are a penny  stock we will not have the  benefit of
this safe  harbor  protection  in the event of any based  upon a claim  that the
material  provided by us,  including  this annual  report,  contained a material
misstatement  of fact or was misleading in any material  respect  because of our
failure  to  include  any  statements  necessary  to  make  the  statements  not
misleading.

     The  exercise of  outstanding  warrants  may have a dilutive  effect on the
price of our common stock.

     To the extent that  outstanding  warrants  are  exercised,  dilution to our
stockholders  may  occur.  Moreover,  the terms  upon  which we will be able to
obtain additional equity capital may be adversely affected, since the holders of
the  outstanding  warrants  can be expected  to exercise  them at a time when we
would,  in all  likelihood,  be able to obtain any needed  capital on terms more
favorable to us than the exercise terms provided by the outstanding  options and
warrants.

     Because we are not subject to compliance  with rules requiring the adoption
of  certain  corporate  governance  measures,   our  stockholders  have  limited
protections against interested director transactions,  conflicts of interest and
similar matters.

                                -9-
<PAGE>
     The  Sarbanes-Oxley  Act of  2002,  as well as rule  changes  proposed  and
enacted by the SEC, the New York and  American  Stock  Exchanges  and the NASDAQ
Stock  Market as a result  of  Sarbanes-Oxley,  require  the  implementation  of
various measures relating to corporate  governance.  These measures are designed
to enhance the integrity of corporate  management and the securities markets and
apply to  securities  which are listed on those  exchanges  or the NASDAQ  Stock
Market.  Because  we are not  presently  required  to  comply  with  many of the
corporate  governance  provisions  and because we chose to avoid  incurring  the
substantial  additional  costs  associated  with such compliance any sooner than
necessary, we have not yet adopted all of these measures. As of the date of this
Form  10-K,  we  are  not  in  compliance  with  requirements  relating  to  the
distribution of annual and interim reports, the holding of stockholders meetings
and  solicitation of proxies for such meeting and  requirements  for stockholder
approval  for certain  corporate  actions.  Until we comply with such  corporate
governance  measures,  regardless of whether such  compliance  is required,  the
absence of such  standards of corporate  governance  may leave our  stockholders
without  protections  against  interested  director  transactions,  conflicts of
interest and similar  matters and  investors may be reluctant to provide us with
funds necessary to expand our operations.

 Reporting requirements may delay or preclude acquisition.

     Section 13 of the  Securities  Exchange  Act of 1934 (the  "Exchange  Act")
requires  companies  subject  thereto  to  provide  certain   information  about
significant  acquisitions including audited financial statements for the company
acquired  covering  one or two  years,  depending  on the  relative  size of the
acquisition.  The time and additional  costs that may be incurred by some target
companies  to prepare  such  financial  statements  may  significantly  delay or
essentially preclude  consummation of an otherwise desirable  acquisition by us.
Acquisition  prospects  that do not have or are  unable to obtain  the  required
audited  statements  may  not be  appropriate  for  acquisition  so  long as the
reporting requirements of the Exchange Act are applicable.

     Our officers and directors have limited liability and have indemnity
rights which may discourage stockholders from bringing an action against them.

     Our  Certificate  of  Incorporation  provides  that we will  indemnify  our
officers and directors  against losses  sustained or liabilities  incurred which
arise from any transaction in that officer's or director's respective managerial
capacity unless that officer or director violates a duty of loyalty, did not act
in good faith, engaged in intentional  misconduct or knowingly violated the law,
approved  an  improper  dividend,  or  derived  an  improper  benefit  from  the
transaction.   Our   Certificate   of   Incorporation   also  provides  for  the
indemnification  by us of our  officers  and  directors  against  any  losses or
liabilities  incurred  as a result  of the  manner  in which  the  officers  and
directors operate our business or conduct our internal affairs, provided that in
connection  with these  activities  they act in good faith and in a manner which
they  reasonably  believe to be in, or not opposed to, our best interests of and
their  conduct does not  constitute  gross  negligence,  misconduct or breach of
fiduciary obligations.  The existence of these provisions may discourage holders
of our Common Stock from bringing an action against management because we may be
responsible for paying all costs  associated  therewith,  which could negatively
impact the value of our Common Stock.

     Failure to achieve and maintain  effective  internal controls in accordance
with Section 404 of the  Sarbanes-Oxley Act could have a material adverse effect
on our business  and  operating  results.  In  addition,  current and  potential
stockholders could lose confidence in our financial reporting,  which could have
a material adverse effect on our stock price.

                                -10-
<page>

     Effective  internal  controls  are  necessary  for us to  provide  reliable
financial  reports and effectively  prevent fraud. If we cannot provide reliable
financial  reports or prevent fraud, our operating  results could be harmed.  We
are required to document and test our internal  control  procedures  in order to
satisfy  the  requirements  of  Section  404 of the  Sarbanes-Oxley  Act,  which
requires  annual  management  assessments of the  effectiveness  of our internal
controls over  financial  reporting for the year ending  December 31, 2008 and a
report by our independent  registered  public  accounting firm addressing  these
assessments  for the year ending  December  31,  2009.  During the course of our
testing,  we may identify  deficiencies which we may not be able to remediate in
time to meet the deadline imposed by the  Sarbanes-Oxley Act for compliance with
the  requirements  of Section  404.  In  addition,  if we fail to  maintain  the
adequacy of our internal controls, as such standards are modified,  supplemented
or amended from time to time,  we may not be able to ensure that we can conclude
on an ongoing basis that we have  effective  internal  controls  over  financial
reporting in accordance with Section 404 of the  Sarbanes-Oxley  Act. Failure to
achieve and maintain an effective internal control  environment could also cause
investors to lose confidence in our reported financial information,  which could
have a material adverse effect on our stock price.


     Transfers of our securities may be restricted by virtue of state securities
"blue sky" laws which prohibit  trading absent  compliance with individual state
laws.  These  restrictions may make it difficult or impossible to sell shares in
those states.

     Transfers of our common stock may be  restricted  under the  securities  or
securities   regulations   laws   promulgated  by  various  states  and  foreign
jurisdictions,  commonly  referred to as "blue sky" laws. Absent compliance with
such  individual  state  laws,  our  common  stock  may  not be  traded  in such
jurisdictions.  Because  the  securities  registered  hereunder  have  not  been
registered for resale under the blue sky laws of any state,  the holders of such
shares and persons who desire to purchase them should be aware that there may be
significant  state blue sky law  restrictions  upon the ability of  investors to
sell  the  securities  and of  purchasers  to  purchase  the  securities.  These
restrictions may prohibit the secondary  trading of our common stock.  Investors
should consider the secondary market for our securities to be a limited one.

ITEM 2.  DESCRIPTION OF PROPERTIES

     We have no  properties  and at this time have no  agreements to acquire any
properties. We currently use the office of our management at no cost. The amount
of office  space  utilized by us is  considered  insignificant.  Management  has
agreed to continue this arrangement  until such time as we require larger space.
Management believes that office space will be available at reasonable rents when
such space is needed.

ITEM 3.  LEGAL PROCEEDINGS

     We are not  presently  party to any material  legal  proceeding  nor are we
aware of any  material  pending  or  potential  legal  proceeding  which  may be
instituted against us.


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

     None.

                                -11-
<PAGE>
PART II

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

     The Company's Common Stock was admitted for quotation on the OTCBB on April
29, 2008. The following table sets forth for the periods indicated the range of
high and low bid information per share of the common stock on the OTCBB.

                                                      High            Low
                                                      -----          -----
2008 Second Quarter (beginning April 29, 2008)        $2.25          $1.25
2008 Third  Quarter                                   $1.25          $1.01
2008 Fourth Quarter                                   $1.10          $1.01

     As of March 30, 2009, there were approximately 117 holders of record of our
common stock.

     We currently intend to retain all available earnings,  if any, generated by
our operations.  Accordingly,  we do not anticipate paying cash dividends on the
common  stock in the  foreseeable  future.  Any future  determination  as to the
payment of dividends  will be in the  discretion  of our Board of Directors  and
will be dependent upon our results of operations,  financial condition and other
factors deemed relevant by our Board.

Securities Authorized for Issuance Under Equity Compensation Plans

        None.

Recent Sales of Unregistered Securities

     The Company  did not sell any equity  securities  that were not  registered
under the Securities Act during the year ended December 31, 2008.

     No repurchases of any equity securities were made by the Company during its
fiscal year ended December 31, 2008.

Item 6. SELECTED FINANCIAL DATA

        Not applicable.

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

Overview

     We are a New York  based  company  established  in 2005 to  offer  Internet
professional  services.  We  provide  our  clients  with  an  integrated  set of
strategic,  creative  and  technology  services  that  enable them to effect and
maximize  their  Internet  business.  These services help our clients create and
enhance  relationships  with  their  customers,  staff,  business  partners  and
suppliers.

     Our strategic  services  include  advising  clients on developing  business
models  for their  Internet  activities,  identifying  opportunities  to improve
operational  efficiencies  through  online  opportunities  and  planning for the
operations  and  organization  necessary  to  support  an online  business.  Our
creative  services  include  developing  graphic  designs  and Web sites for our
clients. Our technology services include recommending and installing appropriate
hardware   and  software   networks  to  enable   online   sales,   support  and
communication. We also manage the hosting of clients' websites in certain cases.

     Our business has been dependent upon a small number of clients.  During the
year ended December 31, 2008 we had only five clients.

     We do not believe  that our  business  is  seasonal.  However,  because our
business  is based on  performing  services  under  contracts  which  relate  to
specific projects,  there may be a lag between the completion of one project and
the  commencement of the following  project.  This lag may cause some decline in
revenues and a related decline in gross margin.

Critical Accounting Policies and Estimates

     The  discussion  and  analysis of our  financial  condition  and results of
operations are based upon our financial statements,  which have been prepared in
accordance with generally accepted accounting  principles ("GAAP") in the United
States.  We believe the  following  are the critical  accounting  policies  that
impact the financial  statements,  some of which are based on management's  best
estimates  available at the time of  preparation.  Actual  experience may differ
from these estimates.

                               -12-
<PAGE>


Use of Estimates


     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  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. Actual results could differ from these estimates.  Significant
estimates  made by us include the valuation of the deferred tax asset  allowance
and the allowance for doubtful accounts.

Fair Value of Financial Instruments

     The amounts at which current assets and current  liabilities  are presented
by us approximate their fair value due to their short-term nature.

Revenue Recognition

     We recognize  revenue from our Internet  consulting  agreements as services
are  provided  on a  monthly  and  hourly  basis,  based on a  standardized  fee
structure.  We recognize  revenues on web design projects upon completion of the
project. Cash received from clients in advance of the completion of a project is
recorded as a deposit.

Cash and Cash Equivalents

     Cash  equivalents are comprised of certain highly liquid  investments  with
maturity of three  months or less when  purchased.  We maintain our cash in bank
deposit  accounts,  which at times may exceed federally  insured limits. We have
not experienced any losses to date as a result of this policy.

Accounts Receivable

     Accounts  receivable are recorded at their estimated  realizable  value. An
allowance  for  doubtful  accounts  is  estimated  by us through  evaluation  of
significant past due accounts. Accounts are deemed past due when payment has not
been received within the stated time period.  Our policy is to review individual
past due amounts  periodically  and write off  amounts for which all  collection
efforts are deemed to have been exhausted. As of December 31, 2008, no allowance
was deemed necessary.

Income Taxes

     We follow the  provisions  of Statement of Financial  Accounting  Standards
Board No. 109,  "Account for Income Taxes," and Financial  Accounting  Standards
Board  Interpretation  No. 48 "Accounting  for  Uncertainty in Income Taxes - An
Interpretation of FASB Statement No. 109" which require the use of the liability
method of accounting for income taxes.  The liability  method measures  deferred
income taxes by applying enacted  statutory rates in effect at the balance sheet
date to the  differences  between  the tax basis of assets and  liabilities  and
their  reported  amounts on the financial  statements.  The  resulting  deferred
assets or liabilities are adjusted to reflect changes in tax laws as they occur.
A  valuation  allowance  is  provided  when it is more  likely  than  not that a
deferred tax asset will not be realized.

     Effective  January 1, 2007, the Company adopted the provisions of Financial
Accounting  Standards  Board  (FASB)  Interpretation  No.  48,  "Accounting  for
Uncertainty in Income Taxes, an  interpretation  of FASB Statement No. 109" (FIN
48). FIN 48 clarifies the accounting for uncertainty in income taxes  recognized
in the Company's  financial  statements in accordance  with FASB  Statement 109,
"Accounting  for Income  Taxes," and  prescribes  a  recognition  threshold  and
measurement process for financial statement recognition and measurement of a tax
position  taken or expected to be taken in a tax  return.  FIN 48 also  provides
guidance on derecognition, classification, Interest and penalties, accounting in
interim periods, disclosure and transition.

     At the adoption  date of January 1, 2007 and at December 31, 2007 and 2008,
the Company did not have any unrecognized tax benefits.  The Company's policy is
to classify  assessments if any, for tax related  interest as interest  expenses
and tax related penalties as general and  administrative  expenses.  The Company
currently  has no federal or state tax  examinations  in progress  and the 2006,
2007 and 2008 tax years are subject to federal and state examinations.


                                 -13-
<PAGE>

Recent Accounting Pronouncements

 In December  2007,  the FASB issued SFAS No. 141 (revised  2007),  Business
Combinations,  which  replaces SFAS No. 141. The statement  retains the purchase
method of  accounting  for  acquisitions,  but  requires  a number  of  changes,
including  changes in the way  assets  and  liabilities  are  recognized  in the
purchase  accounting.  It also changes the  recognition  of assets  acquired and
liabilities assumed arising from contingencies,  requires the capitalization of
in-process research and development at fair value, and requires the expensing of
acquisition-related  costs as incurred. SFAS No. 141R 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 the
adoption of SFAS No. 141R to have an effect on its financial statements.

     In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated  Financial  Statements,  an amendment of ARB 51, which  changes the
accounting  and reporting for minority  interests.  Minority  interests  will be
recharacterized as noncontrolling  interests and will be reported as a component
of equity  separate from the parent's  equity,  and purchases or sales of equity
interests  that do not result in a change in control  will be  accounted  for as
equity transactions.  In addition, net income attributable to the noncontrolling
interest will be included in  consolidated  net income on the face of the income
statement  and,  upon a loss  of  control,  the  interest  sold,  as well as any
interest  retained,  will  be  recorded  at fair  value  with  any  gain or loss
recognized  in earnings.  SFAS No. 160 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 the adoption of SFAS No.
160 to have an effect on its financial statements.

     In March 2007, the FASB issued SFAS No. 161,  Disclosures  about Derivative
Instruments  and Hedging  Activities - an amendment of FASB  Statement  No. 133.
SFAS No.  161 gives  financial  statement  users  better  information  about the
reporting  entity's  hedges by providing for qualitative  disclosures  about the
objectives and strategies for using derivatives,  quantative data about the fair
value  of  and  gains  and  losses  on  derivative  contracts,  and  details  of
credit-risk-related  contingent features in their hedged positions. The standard
is  effective  for  financial  statements  issued for fiscal  years and  interim
periods  beginning after November 15, 2008, with early  application  encouraged,
but not required.  We do not anticipate the adoption of SFAS No. 161 will have a
material effect on the Company's financial statements.

     Management does not believe that any recently issued, but not yet effective
accounting  pronouncements,  if  adopted,  would have a  material  effect on the
accompanying financial statements.

Results of Operations

     The following  table sets forth our statements of operations for the years
ended December  31,  2008 and December 31, 2007:

<TABLE>
<CAPTION>

  <S>                                          <C>                      <C>
                                            Year ended               Year ended
                                          December 31, 2008        December 31, 2007

Consulting Income                              $14,025                  $14,275

Cost of revenue                                   $250                     $225

Gross Profit                                   $13,775                  $14,050

Other Income                                    $  640                   $1,550

Selling, general and administrative costs      $30,671                  $46,310

(Loss) before income tax expense (benefit)    ($16,256)                ($30,710)

Income tax expense (benefit)                        -0-                      -0-

Net (loss)                                    ($16,256)                ($30,710)

</TABLE>

     Year Ended December 31, 2008 and Year Ended December 31, 2007.

                                -14-
<page>
     Revenues.  Consulting income for 2008 was $14,025 as to compared to $14,275
in 2007. The decrease in consulting  income is attributable to fewer  consulting
projects completed for new and existing clients in 2008.

     Cost of Revenues;  Gross Margin. Cost of revenues was $250 in 2008 compared
to $225 in 2007.

     Selling,  General and  Administrative  Expenses.  Our selling,  general and
administrative  expenses  were $30,671 in 2008,  compared to $46,310 in 2007 due
mainly to a decrease in legal and accounting expenses.

     No income tax benefit has been reflected in either period as management has
determined  that it is  more  likely  than  not  that  the  net  operating  loss
carryforwards will not be utilized in the future and, accordingly,  the deferred
tax asset of $12,903 (as of December  31,  2008) and $8,476 (as of December  31,
2007), net of surtax exemption, has been fully reserved.

     Net Loss. As a result of foregoing, our net loss decreased to ($16,256), or
($0.10) per share (basic and diluted),  for the year ended December 31, 2008, as
compared  with a net loss of ($30,710) or ($0.20) per share (basic and diluted),
for the year ended December 31, 2007.

Liquidity and Capital Resources

     Liquidity is a measure of our ability to meet potential cash  requirements,
including  planned  capital  expenditures.  At December 31, 2008, we had working
capital of $ 36,561 compared to working capital of $52,817 at December 31, 2007,
principally as a result of cash used to fund operations.

     We raised gross proceeds of $65,700 from the sale of shares of common stock
in March 2007.  $6,500 were used to pay  offering  expenses  and the balance has
been and will be used for working capital purposes.

     Management  believes  that  based  on  current  levels  of  operations  and
anticipated  growth,  cash  flows from  operations  will be  sufficient  to fund
anticipated expenses for the next 12 months.

     While   uncertainties   relating  to   competition,   the   industries  and
geographical  regions served by us and other regulatory matters exist within the
Internet professional  services industry,  management is not aware of any trends
or events likely to have a material adverse effect on liquidity or its financial
statements. To the extent that these factors result in a decline in our revenue,
our liquidity may be affected.

Off Balance Sheets Arrangements

     We do  not  have  any  off-balance  sheet  arrangements  that  have  or are
reasonably likely to have a current or future effect on our financial condition,
changes in  financial  condition,  revenue or expenses,  results of  operations,
liquidity,  capital  expenditures  or  capital  resources  that is  material  to
investors.

iTEM 7A  QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not applicable

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

     Please see the Financial Statements,  including the Notes thereto, appended
to the end of this Form 10-K.

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

        None.

ITEM 9A(T).  CONTROLS AND PROCEDURES

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.

     Our  Chief  Executive  Officer  ("CEO"),  who is also our  Chief  Financial
Officer,  is responsible  for  establishing  and maintaining  adequate  internal
controls over financial reporting,  as such term is defined in Rule 13a-15(f) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act").

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

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

                                -15-
<page>
-    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

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

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

     Our  management,   with  the  participation  of  the  CEO,   evaluated  the
effectiveness of the Company's internal controls over financial  reporting as of
December 31, 2008. In making this assessment,  our management used the criteria
set  forth  by  the  Committee  of  Sponsoring  Organizations  of  the  Treadway
Commission  (COSO) in Internal  Control -  Integrated  Framework.  Based on this
evaluation,  our management,  with the participation of the CEO (who is also our
Chief Financial Officer),  concluded that, as of December 31, 2008, our internal
controls over financial reporting were effective.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.

     Further,  there were no  changes in the  Company's  internal  control  over
financial  reporting  identified in connection  with the evaluation  required by
paragraph  (d) of Rule  13a-15 of the  Exchange  Act that  occurred  during  the
Company's last fiscal quarter that materially affected, or are reasonably likely
to materially affect, the Company's internal control over financial reporting.

DISCLOSURE CONTROLS AND PROCEDURES.

     Our management,  under the supervision  and with the  participation  of our
CEO, has evaluated the  effectiveness of our disclosure  controls and procedures
as defined in Exchange Act Rules  13a-15(e)  and  15d-15(e) as of the end of the
period covered by this Report.

     Disclosure  controls  and  procedures  reporting as  promulgated  under the
Exchange Act is defined as controls and  procedures  that are designed to ensure
that information  required to be disclosed by the Company in the reports that it
files or submits under the Act are recorded, processed,  summarized and reported
within the time periods  specified in the Securities  and Exchange  Commission's
(the "SEC") rules and forms.  Disclosure controls and procedures include without
limitation, controls and procedures designed to ensure that information required
to be disclosed by the Company in the reports that it files or submits under the
Exchange  Act is  accumulated  and  communicated  to the  Company's  management,
including  its  CEO  and  CFO,  or  persons  performing  similar  functions,  as
appropriate to allow timely decisions  regarding required  disclosure.  Based on
such  evaluation,  our CEO has concluded that these controls and procedures were
effective  in  providing   reasonable   assurance  that  information   requiring
disclosure is recorded, processed,  summarized and reported within the timeframe
specified  by the  SEC's  rules  and  forms  as  such  term is  defined  in Rule
13a-15(e).

     This Report does not include an attestation report of our registered public
accounting firm regarding our internal  controls over financial  reporting.  The
disclosure contained under this Item 9A(T) was not subject to attestation by our
registered  public  accounting  firm pursuant to temporary rules of the SEC that
permit us to provide only the disclosure under this Item 9A(T) in this Report.

ITEM 9B.  OTHER INFORMATION

         None

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

     The  following  table lists,  as of December 31,  2008,  our directors,
executive  officers and key employees:

NAME               AGE              TITLE

David Stahler       24              President, Treasurer, Secretary & Director

     Mr. Stahler, 24, has been our President,  Treasurer, Secretary and Director
since 2006. Since 2006, Mr. Stahler has provided Internet  professional services
to our clients and other companies.  Such services include designing graphic and
advertising materials and providing advice with respect to websites and Internet
and other marketing  campaigns.  In 2008, Mr. Stahler  received a B.A. degree in
psychology  with a minor in finance  from Touro  College.  Mr.  Stahler has also
provided mentoring and counseling services to college-age adults.

                                -16-
<PAGE>
     All directors hold office until the next annual meeting of stockholders and
until their  successors have been elected and qualified.  The Board of Directors
appoints officers as necessary.

     There have been no events under any bankruptcy act, no criminal proceedings
and no judgments,  injunctions,  orders or decrees material to the evaluation of
the  ability and  integrity  of any  director,  executive  officer,  promoter or
control person of the Company during the past five years.

Committees Of The Board

     The Company and the Board of  Directors  have no separate  committees.  The
Company has no qualified  financial  expert at this time because it has not been
able to hire a qualified  candidate.  Further,  the Company believes that it has
inadequate financial resources at this time to hire such an expert.

     We  expect  that  at such  time as the  business  grows  we will  formulate
appropriate committees of the board.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section  16(a)  of the  Securities  Exchange  Act  requires  our  executive
officers and  directors,  and persons who own more than 10% of our common stock,
to file reports regarding ownership of, and transactions in, our securities with
the  Securities  and Exchange  Commission and to provide us with copies of those
filings.  Such executive officers,  directors and stockholders have furnished to
us copies of such reports. To our knowledge, based solely upon the review of the
copies of such  reports  forwarded  to us, we  believe  that all our  directors,
officers and greater than 10% stockholders have complied with applicable Section
16(a) reporting requirements in a timely manner.

Code Of Ethics

     We have not adopted a code of ethics.  Though we do intend to adopt a Code
of Ethics if we are successful in implementing our business plan, our management
currently  believes  that,  due to the  fact  that we only  have  one  part-time
employee such a Code of Ethics is unnecessary at this time.

ITEM 11.  EXECUTIVE COMPENSATION

Executive Compensation

     To date no compensation  has been paid to Mr.  Stahler.  On January 1, 2007
Mr. Stahler entered into an employment  agreement (the  "Employment  Agreement")
with us.  The  Employment  Agreement  has an  initial  term of three  years  and
provides that Mr.  Stahler will receive  compensation  of $40,000 per annum once
our annualized revenue exceeds $300,000 on a quarterly basis ("Revenue Target").
The Employment Agreement requires Mr. Stahler to devote such of his working time
to our business as we and Mr. Stahler determine is necessary for the performance
of his duties under the Employment  Agreement.  Mr. Stahler has agreed to devote
all of his business  time to our business once we reach the Revenue  Target,  or
earlier, if circumstances require.

Compensation Plans

     We do not have any stock option or compensation  plan and have never issued
any stock-based  compensation.  No stock options or restricted stock grants have
been issued through the date of this Form 10-K.


Compensation Of Directors

     Directors do not receive any direct or indirect compensation for serving in
such capacity. We will reimburse directors for all reasonable costs and expenses
incurred in connection with attending or participating in meetings of the Board.

Employment Agreements

     Other than the Employment  Agreement with Mr. Stahler,  we are not party to
any employment agreements with management.

                                    -17-
<PAGE>

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


     The following table sets forth information as of March 30, 2009,  regarding
the  beneficial  ownership  of  common  stock by (1) each of our  directors  and
officers; (2) each person or group known by us to beneficially own 5% or more of
the outstanding  shares of common stock;  and (3) all of our executive  officers
and directors as a group.  Unless  otherwise noted, the persons named below have
sole  voting  and  investment   power  with  respect  to  the  shares  shown  as
beneficially owned by them.


NAME AND ADDRESS                AMOUNT OF                         PERCENTAGE OF
OF BENEFICIAL OWNER        BENEFICIAL OWNERSHIP                    OUTSTANDING
                                                                SHARES OWNED (1)
-------------------------  ---------------------               ----------------
David Stahler                 53,600 shares                         32.2%
64 Beaver Street, Suite 233
New York, New York 10004

All officers and directors
as a group (1 person)         53,600 shares                         32.2%

     -----------

(1)  Based on a total of 166,700 shares outstanding as of March 30, 2009.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORS'
          INDEPENDENCE

     We use office space  provided to us by our  President,  David Stahler at no
cost to us. The amount of office space we use is insignificant.

     The  mother  of our  president  is the  co-trustee  of a trust  which  owns
approximately 18% of the capital stock of Chocolate Printing Company,  Inc., one
of our clients.

ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

AUDIT FEES

     Raich Ende Malter & Co. LLP  ("Raich  Ende") is the  Company's  independent
registered public accounting firm.

     The  following  table sets forth fees billed to us during the fiscal  years
ended  December  31,  2008 and  2007 by Raich Ende:

                                  December 31, 2008         December 31, 2007
                                  -----------------        ------------------
(i)      Audit Fees                $17,083                     $ 25,000
(ii)     Audit Related Fees        $     0                     $      0
(iii)    Tax Fees                  $     0                     $      0
(iv)     All Other Fees            $     0                     $      0


     Audit Fees. Consists of fees billed for professional  services rendered for
the audit of the  Company's  financial  statements  and  review  of the  interim
consolidated  financial  statements  included in quarterly  reports and services
that are normally  provided by our auditors in  connection  with  statutory  and
regulatory  filings or engagements.  Audit fees billed to the Company during the
fiscal year ended December 31, 2008 include (i) $2,500 billed in connection with
the audits  contained in and review of the Company's Form S-1 filed in 2008, and
(ii) $14,583  billed in connection  with the review of the  Company's  quarterly
reports  on Form 10Q and audit of the  Company's  annual  report on Form  10KSB.
Audit fees billed to the Company  during the fiscal year ended December 31, 2007
include (i) $17,500 billed in connection with the audits contained in and review
of the  Company's  Form SB-2 filed in 2007 and (ii) $7,500  billed in connection
with the review of the Company's quarterly reports on Form 10QSB.

     Audit-Related  Fees.  Consists  of fees  billed for  assurance  and related
services that are reasonably  related to the  performance of the audit or review
of the Company's  financial  statements and are not reported under "Audit Fees."
There were no such services provided in fiscal 2008 or 2007.


                                -18-
<page>


     Tax  Fees.  Consists  of fees  billed  for  professional  services  for tax
compliance,  tax advice, tax planning and tax return preparation.  There were no
such services provided in fiscal 2008 or 2007.

     All Other Fees.  Consists of fees for products and services  other than the
services reported above. There were no management  consulting  services provided
in fiscal 2008 or 2007.

     Policy on  Pre-Approval  of Audit and  Permissible  Non-Audit  Services  of
Independent Auditors

     The   Company's   policy  is  that  our  auditor   performs   its  services
independently  and with the highest integrity and  professionalism.  There is no
formal written policy.  Any engagement of our outside auditor must be consistent
with principles  determined by the SEC,  namely,  that the  independent  auditor
cannot audit its own work,  perform  management  functions or act as an advocate
for the client.

Board of Directors Pre-Approval Policies and Procedures

     The Board of Directors,  in the absence of an Audit Committee, pre-approves
all  services,  including  both audit and  non-audit  services,  provided by our
independent   accountants.   For  audit  services,  each  year  the  independent
registered  public  accounting firm provides the Board with an engagement letter
outlining the scope of the audit  services  proposed to be performed  during the
year,  which must be formally  accepted by the Board before the audit commences.
The independent registered public accounting firm also submits an audit services
fee  proposal,  which  also  must be  approved  by the  Board  before  the audit
commences.

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES

DESCRIPTION OF EXHIBITS

         (a)  Financial Statements see Index to Financial Statements on page
              F-1 of this Annual Report.

         (b)  Exhibits See Exhibit Index.

EXHIBIT NO.
----------
3.1      Certificate of Incorporation of Florham Consulting Corp*
3.2      Bylaws of Florham Consulting Corp*
10.1     Agreement dated August 1, 2006 between Florham Consulting Corp. and
         Chocolate Printing Company, Inc.*
10.2     Employment Agreement between Florham Consulting Corp. and David
         Stahler.
10.3     Agreement dated March 12, 2007 between Florham Consulting Corp. and
         Ronny Bergman*
31.1     Certification of Chief Executive and Chief Financial Officer pursuant
         to Section 302 of the Sarbanes-Oxley Act of 2002
32.1     Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002


     * Filed as an exhibit to the Company  registration  on Form SB-2,  File No.
333-142212,  which was declared effective on May 4, 2007 and incorporated herein
by reference.


                                -19-
<page>

                               SIGNATURES

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


Date:  March 31, 2009
                          FLORHAM CONSULTING CORP.

                      /s/ David Stahler
                          David Stahler
                          Chief Executive Officer and Chief Financial Officer
                         (Principal Executive, Financial and Accounting Officer)


     In  accordance  with the Exchange  Act, 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 Stahler  Chief Executive Officer,
    David Stahler  Chief Financial Officer and Director        March 31, 2009




























                                -20-
<page>

EXHIBIT 31.1
              CERTIFICATION

I, David Stahler, certify that:

     1. I have reviewed this annual report on Form 10-K of Florham Consulting
Corp.;

     2. Based on my  knowledge,  this annual  report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included  in this annual  report,  fairly  present in all  material
respects  the  financial  condition,  results  of  operations  and cash flows of
Florham  Consulting  Corp.  as of and for, the periods  presented in this annual
report;

     4. Florham Consulting Corp.'s other certifying officers and I are
responsible for establishing and maintaining  disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal  control
over  financial  reporting  (as  defined in  Exchange  Act Rules  13a-15(f)  and
15d-15(f)) for Florham Consulting Corp. and have:


     a.  Designed  such  disclosure  controls  and  procedures,  or caused  such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure that material information relating to Florham Consulting Corp., including
its  consolidated  subsidiaries,  is made  known to us by  others  within  those
entities,  particularly  during the period in which this annual  report is being
prepared;


     b. Designed such internal control over financial reporting,  or caused such
internal control over financial  reporting to be designed under our supervision,
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;

     c. Evaluated the  effectiveness of Florham  Consulting  Corp.'s  disclosure
controls and procedures and presented in this report our  conclusions  about the
effectiveness  of the  disclosure  controls and  procedures as of the end of the
period covered by this annual report based on such evaluation; and

     d. Disclosed in this report any change in Florham Consulting Corp. internal
control over  financial  reporting  that occurred  during its most recent fiscal
quarter  (Florham  Consulting  Corp.'s  fourth fiscal  quarter in the case of an
annual  report)  that  has  materially  affected,  or is  reasonably  likely  to
materially  affect,  Florham  Consulting Corp.'s internal control over financial
reporting.

     5.  Florham  Consulting  Corp.'s  other  certifying  officers  and  I  have
disclosed,  based  on our  most  recent  evaluation  of  internal  control  over
financial  reporting,  to  Florham  Consulting  Corp.'s  auditors  and the audit
committee  of  Florham   Consulting  Corp.'s  board  of  directors  (or  persons
performing the equivalent functions):

     a. All significant  deficiencies  and material  weaknesses in the design or
operation  of internal  control  over  financial  reporting  which are likely to
adversely  affect  Florham  Consulting  Corp.'s  ability  to  record,   process,
summarize and report financial information, and

     b. Any fraud,  whether or not material,  that involves  management or other
employees who have a significant  role in Florham  Consulting  Corp.'s  internal
control over financial reporting.


Date: March 31, 2009


/s/ David Stahler
    David Stahler
    Chief Executive Officer and Chief Financial Officer




                                -21-

<PAGE>

EXHIBIT 32.1

                       FLORHAM CONSULTING CORP.

          CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
            PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In  connection  with the Annual  Report of Florham  Consulting  Corp.  (the
"Company") on Form 10-K for the year ending  December 31, 2008 as filed with the
Securities and Exchange  Commission on the date hereof (the "Report"),  I, David
Stahler,  Chief Executive  Officer and Chief  Financial  Officer of the Company,
certify,  pursuant to 18 U.S.C.  ss. 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that:

     1. The Report fully  complies  with the  requirements  of section  13(a) or
15(d) of the Securities Exchange Act of 1934; and

     2.  To my  knowledge,  the  information  contained  in  the  Report  fairly
presents,  in all  material  respects,  the  financial  condition  and result of
operations of the Company as of the period covered by the Report.

/s/  David Stahler
     David Stahler
     Chief Executive Officer and Chief Financial Officer

March 31, 2009

































                                        -22-


<PAGE>


INDEX TO FINANCIAL STATEMENTS

                                                                   Page

Report of Independent Registered Public Accounting Firm             F-1

Balance Sheets as of December 31, 2008 and December 31, 2007        F-2

Statements of Operations for the Years ended December
31, 2008 and December 31, 2007                                      F-3

Statements of Changes in  Stockholders'  Equity for
the Years ended December 31, 2008 and December 31, 2007             F-4

Statements  of Cash  Flows for the  Years ended December            F-5
31, 2008 and December 31, 2007

Notes to Financial Statements                                       F-6






























                                -23-


<PAGE>

FLORHAM CONSULTING CORP. FINANCIAL STATEMENTS


   REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Florham Consulting Corp.
New York, New York

     We have audited the accompanying balance sheets of Florham Consulting Corp.
as of December  31, 2008 and 2007,  and the related  statements  of  operations,
changes in stockholders'  equity and cash flows for the years ended December 31,
2008 and December 31, 2007. These financial statements are the responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.


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


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





/s/ Raich Ende Malter & Co. LLP
_______________________________
    Raich Ende Malter & Co. LLP
    New York, New York
    March 30, 2009


                                F-1


<PAGE>
                          Florham Consulting Corp.
                               Balance Sheets


                                                     As of December 31,
                                                   ----------------------

                                                2008                  2007
                                            -------------        -------------

ASSETS

CURRENT ASSETS

   CASH                                         $ 34,853         $ 52,061
   ACCOUNTS RECEIVABLE                             8,525            6,350
                                            ----------------   ---------------
TOTAL ASSETS                                    $ 43,378         $ 58,411
                                             ===============    ==============


 LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES
    ACCRUED EXPENSES                           $  6,617          $  5,594
    CUSTOMER DEPOSITS                               200                -0-
                                           ----------------    ---------------
TOTAL CURRENT LIABILITITES                        6,817             5,594
                                           ----------------    ---------------
 STOCKHOLDERS' EQUITY

 PREFERRED STOCK $0.0001 PAR VALUE,
 AUTHORIZED 2,000,000 SHARES, ISSUED-NONE             -                  -

 COMMON STOCK $0.0001 PAR VALUE,
 AUTHORIZED 10,000,000 SHARES,
 ISSUED & OUTSTANDING 166,700 AND 166,700
 SHARES as of December 31, 2008 and 2007,
 RESPECTIVELY                                        17                 17

 ADDITIONAL PAID IN CAPITAL                      91,683             91,683

 ACCUMULATED DEFICIT                            (55,139)           (38,883)
                                             ----------------    -------------

 TOTAL STOCKHOLDERS' EQUITY                      36,561             52,817
                                             ----------------    -------------

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $ 43,378           $ 58,411
                                             ================    ==============





                THE ACCOMPANYING NOTES ARE AN INTEGRAL
                  PART OF THESE FINANCIAL STATEMENTS


                                F-2

<PAGE>


                        Florham Consulting Corp.
                        Statements of Operations


                                 For the Year Ended          For the Year Ended
                                  December 31, 2008           December 31, 2007
                              ------------------------        -----------------


CONSULTING REVENUES                  $    14,025                 $  14,275

COST OF SERVICES                             250                       225
                                     ----------------         ----------------

GROSS PROFIT                         $    13,775                 $  14,050


GENERAL & ADMINISTRATIVE EXPENSES         30,671                    46,310

OTHER INCOME                                 640                     1,550
                                     -----------------         ----------------

NET (LOSS)                           $    (16,256)                $ (30,710)
                                     -----------------         ----------------
                                     -----------------         ----------------

(LOSS) PER COMMON SHARE
BASIC AND DILUTED                    $      (0.10)                 $  (0.20)
                                     -----------------         ----------------
                                     -----------------         ----------------



WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING-BASIC AND DILUTED       166,700                    151,040
                                      ----------------         ----------------
                                      ----------------         ----------------


                THE ACCOMPANYING NOTES ARE AN INTEGRAL
                  PART OF THESE FINANCIAL STATEMENTS




                                       F-3

<PAGE>




                          Florham Consulting Corp.
               Statements of Changes in Stockholders' Equity



<TABLE>
<CAPTION>

                                                                        ADDITIONAL      STOCK            TOTAL
                     PREFERRED         COMMON       COMMON               PAID-IN       ACCUMULATED   STOCKHOLDERS'
                      STOCK            STOCK       STOCK WARRANTS        CAPITAL         DEFICIT         EQUITY
                     --------          -------    --------------      -----------      ----------    -----------
                   Shares Amount      Shares Amount  Shares
                   ------ ------      ------ ------  ------

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

BALANCE-
January 1, 2007       -   $-      101,000   $10    925,000              $25,990         $(8,173)       $17,827

PROCEEDS FROM
SALE OF
COMMON STOCK                       65,700     7                          65,693                         65,700

NET (LOSS)                                                                              (30,710)       (30,710)
                     ------------------------------------------------------------------------------------------

BALANCE -             -  -$-     166,700    $17    925,000             $ 91,683        $(38,883)       $52,817
DECEMBER 31, 2007
                     ------------------------------------------------------------------------------------------
                     ------------------------------------------------------------------------------------------

NET (LOSS)                                                                              (16,256)       (16,256)
                     ------------------------------------------------------------------------------------------

BALANCE -             -  -$-     166,700    $17    925,000             $ 91,683        $(55,139)       $36,561
DECEMBER 31, 2008    --- ---     --------  -----  ---------            ---------       ----------     ---------
                     --- ---     --------  -----  ---------            ---------       ----------     ---------




</TABLE>





                THE ACCOMPANYING NOTES ARE AN INTEGRAL
                  PART OF THESE FINANCIAL STATEMENTS







                                       F-4


<PAGE>

                        Florham Consulting Corp.
                        Statements of Cash Flow


                                    For the Year Ended       For the Year Ended,
                                    December 31, 2008        December 31, 2007
                                   ------------------         -----------------

CASH FLOWS FROM OPERATING ACTIVITIES

NET (LOSS)                                  $ (16,256)               $(30,710)
Adjustments to reconcile net loss
to net cash (used in) provided by
operating activities:
Changes in asset and liability balances:
Accounts receivable                            (2,175)                 (5,650)
Accrued liabilities                             1,223                  (6,399)
                                         ---------------         --------------

NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES                        $(17,208)               $ (42,759)
                                         ---------------         --------------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock             0                   65,700
                                         ---------------         --------------

NET CASH PROVIDED BY FINANCING ACTIVITIES          0                   65,700
                                        ---------------          --------------


NET INCREASE IN CASH                         $(17,208)               $ 22,941

CASH -- beginning of period                   $52,061                $ 29,120
                                        ---------------          --------------

CASH --  end of period                        $34,853                $ 52,061
                                        ================         ==============





                THE ACCOMPANYING NOTES ARE AN INTEGRAL
                  PART OF THESE FINANCIAL STATEMENTS





                                F-5



<PAGE>
                            FLORHAM CONSULTING CORP.
                         NOTES TO FINANCIAL STATEMENTS
                               December 31, 2007

NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Florham  Consulting  Corp.  (the "Company") was organized under the laws of
the State of Delaware on  February  9, 2005 to offer  consulting  and web design
services.  In 2005 the Company was a development stage enterprise.  In 2006, the
Company entered into its first Internet consulting agreement and since then, has
completed  web design and project  work for another six clients.  The  Company's
clients are currently located in New York.

     On June 28, 2006, the Company was recapitalized as follows: All outstanding
shares and warrants  were  exchanged,  for no additional  consideration,  for an
aggregate of 101,000  shares of common  stock and  warrants to purchase  925,000
shares of common  stock.  The  accompanying  financial  statements  reflect  the
recapitalization as if it had occurred at inception.

         Use of Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  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. Actual results could differ from these estimates.  Significant
estimates  made by  management  include the valuation of the deferred tax asset
allowance and the allowance for doubtful accounts.

         Fair Value of Financial Instruments

     Effective  January 1, 2008,  the Company  adopted  both FAS 157 and FAS 159
without any effect.

     Statement of Financial  Accounting  Standards  (SFAS) No. 157,  "Fair Value
Measurements",  (SFAS 157)  defines  fair value,  establishes  a  framework  for
measuring fair value,  and expands  disclosures  about fair value  measurements.
SFAS 157 applies to other accounting  pronouncments that require the use of fair
value  measurements.  A fair value  measurement  assumes that the transaction to
sell an asset or transfer a liability  occurs in the  principal  market for the
asset  or  liability,  or,  in the  absence  of a  principal  market,  the most
advantageous market for the asset or liability.

     SFAS No. 159,  "The Fair Value Option for  Financial  Assets and  Financial
Liabilities - Including an amendment of FASB Statement 115",  (SFAS 159) permits
an entity to elect to measure  various  financial  instruments and certain other
items at fair value  that are not  currently  required  to be  measured  at fair
value.  Unrealized gains and losses on items for which the fair value option has
been elected should be reported in earnings at each subsequent reporting date.

     The amounts at which current assets and current  liabilities  are presented
approximate their fair value due to their short-term nature.

         Cash and Cash Equivalents

     Cash  equivalents are comprised of certain highly liquid  investments  with
maturity of three  months or less when  purchased.  We maintain our cash in bank
deposit  accounts,  which at times may exceed federally  insured limits. We have
not experienced any losses to date as a result of this policy.

         Revenue Recognition

     The Company recognizes revenue from its Internet  consulting  agreements as
services are provided on a monthly and hourly basis, based on a standardized fee
structure.   The  Company  recognizes  revenues  on  web  design  projects  upon
completion  of the  project.  Cash  received  from  clients  in  advance  of the
completion of a project is recorded as a deposit.


                                F-6
<page>
        Accounts Receivable

     Accounts  receivable are recorded at their estimated  realizable  value. An
allowance for doubtful accounts is estimated by management through evaluation of
significant past due accounts. Accounts are deemed past due when payment has not
been received within the stated time period.  The Company's  policy is to review
individual  past due  amounts  periodically  and write off amounts for which all
collection  efforts  are  deemed  to have been  exhausted.  As of  December  31,
2008 no allowance is deemed necessary.

         Income Taxes

     The Company  follows the  provisions  of Statement of Financial  Accounting
Standards  Board No. 109,  "Accounting for Income Taxes," which requires the use
of the liability  method of accounting  for income taxes.  The liability  method
measures  deferred income taxes by applying enacted statutory rates in effect at
the balance  sheet date to the  differences  between the tax basis of assets and
liabilities  and  their  reported  amounts  on  the  financial  statements.  The
resulting  deferred tax assets or liabilities are adjusted to reflect changes in
tax laws as they occur. A valuation allowance is provided when it is more likely
than not that a deferred tax asset will not be realized.

     On January 1, 2007,  the Company  adopted  Financial  Accounting  Standards
Board (FASB)  Interpretation No. 48, "Accounting for Uncertainty in Income Taxes
- an  interpretation of FASB Statement No. 109" (FIN 48). There was no impact on
the  Company's  financial  position,  results  of  operations  or cash  flows at
December  31,  2008  and  2007  and for the  year  then  ended  as a  result  of
implementing FIN 48. At the adoption date of January 1, 2007 and at December 31,
2008 and 2007,  the  Company did not have any  unrecognized  tax  benefits.  The
Company's  practice is to recognize  interest and/or penalties related to income
tax matters in income tax  expense.  As of January 1, 2007 and December 31, 2008
and 2007,  the  Company  had no  accrued  interest  or  penalties.  The  Company
currently  has no federal or state tax  examinations  in progress nor has it had
any federal or state tax examinations since its inception.  All of its tax years
are subject to federal and state tax examination.

Loss Per Common Share

     The Company has adopted  Statement of Financial  Accounting  Standards  No.
128,  Earnings Per Share,  which modified the  calculation of earnings per share
("EPS").  This statement replaced the previous presentation of primary and fully
diluted EPS to basic and diluted EPS.  Basic EPS is computed by dividing  income
available to common stockholders by the weighted average number of common shares
outstanding  for the period.  Diluted EPS  includes the dilution of common stock
equivalents,  and is  computed  similarly  to  fully  diluted  EPS  pursuant  to
Accounting Principles Board (APB) Opinion 15.

     Basic loss per  common  share is  calculated  by  dividing  net loss by the
weighted  average number of shares of common stock  outstanding.  Stock warrants
have not been  included in the  calculation  of diluted  loss per share,  as the
effect would have been  antidilutive.  Accordingly,  basic and dilutive loss per
share are the same for the Company.

Loss Per Share

                         For the                    For the
                        Year Ended                 Year Ended
                      December 31, 2008          December 31, 2007

  Basic and diluted       $(0.10)                   $ (0.20)

Recent Accounting Pronouncements

     In December  2007,  the FASB issued SFAS No. 141 (revised  2007),  Business
Combinations,  which  replaces SFAS No. 141. The statement  retains the purchase
method of  accounting  for  acquisitions,  but  requires  a number  of  changes,
including  changes in the way  assets  and  liabilities  are  recognized  in the
purchase  accounting.  It also changes the  recognition  of assets  acquired and
liabilities assumed arising from contingencies,  requires the capitalization of
in-process research and development at fair value, and requires the expensing of
acquisition-related  costs as incurred. SFAS No. 141R 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 the
adoption of SFAS No. 141R to have an effect on its financial statements.

     In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated  Financial  Statements,  an amendment of ARB 51, which  changes the
accounting  and reporting for minority  interests.  Minority  interests  will be
recharacterized as noncontrolling  interests and will be reported as a component
of equity  separate from the parent's  equity,  and purchases or sales of equity

                                F-7
<page>
interests  that do not result in a change in control  will be  accounted  for as
equity transactions.  In addition, net income attributable to the noncontrolling
interest will be included in  consolidated  net income on the face of the income
statement  and,  upon a loss  of  control,  the  interest  sold,  as well as any
interest  retained,  will  be  recorded  at fair  value  with  any  gain or loss
recognized  in earnings.  SFAS No. 160 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 the adoption of SFAS No.
160 to have an effect on its financial statements.

     In March 2007, the FASB issued SFAS No. 161,  Disclosures  about Derivative
Instruments  and Hedging  Activities - an amendment of FASB  Statement  No. 133.
SFAS No.  161 gives  financial  statement  users  better  information  about the
reporting  entity's  hedges by providing for qualitative  disclosures  about the
objectives and strategies for using derivatives,  quantative data about the fair
value  of  and  gains  and  losses  on  derivative  contracts,  and  details  of
credit-risk-related  contingent features in their hedged positions. The standard
is  effective  for  financial  statements  issued for fiscal  years and  interim
periods  beginning after November 15, 2008, with early  application  encouraged,
but not required.  We do not anticipate the adoption of SFAS No. 161 will have a
material effect on the Company's financial statements.

     Management does not believe that any recently issued, but not yet effective
accounting  pronouncements,  if  adopted,  would have a  material  effect on the
accompanying financial statements.

NOTE B - INCOME TAXES

     Deferred tax assets and liabilities are determined  using enacted tax rates
for the effects of net operating  losses and temporary  differences  between the
book  and tax  bases of  assets  and  liabilities.  Certain  judgments  are made
relating  to  recoverability  of  deferred  tax  assets,  uses of tax loss carry
forwards,   level  of  expected   taxable  income  and  available  tax  planning
strategies.  At December 31, 2008 and 2007,  the Company had net operating  loss
carryforwards of $55,139 and $38,883,  respectively,  available to reduce future
taxable  income  expiring  through  2028.   Management  has
determined  that it is  more  likely  than  not  that  the  net  operating  loss
carryforwards will not be realized in the future and, accordingly,  the deferred
tax asset of  $12,093  and  $8,476,  net of  surtax  exemption,  has been  fully
reserved as of December 31, 2008 and 2007, respectively. The Company's valuation
allowance  increased by $3,617 during 2008. A  reconciliation  of the statutory
income  tax  effective  rate to the  actual  provision  shown  in the  financial
statements is as follows:


<TABLE>
<CAPTION>

                                   For the year ended          For the Year ended
                                   December 31, 2008           December 31, 2007
                                 ------------------          ----------------------
<S>                                <C>         <C>               <C>            <C>

(Loss) before income taxes      ($16,256)                     ($30,710)
                                ----------                     -------
                                ----------                     -------

Computed tax benefit at
statutory rate:

Federal                          ($5,527)     (34%)            ($10,441)        (34%)

State, Net of Federal Tax Effect    (862)     (5.3%)             (1,628)        (5.3%)

Surtax Exemption                   2,772       17.1%              5,835          19%

Net Operating Loss
Valuation allowance              $ 3,617       22.2%            $ 6,234        20.3%
                                   -------    -------           --------       ------

Total tax benefit                   $--        --%                $ --           --%

                                   -------    -------            --------      -------
                                   -------    -------            --------      -------

</TABLE>



                                F-8
<page>

NOTE C - CAPITAL TRANSACTIONS

     The Company is authorized to issue  10,000,000  shares of $0.0001 par value
common stock.

     On February 11, 2005, the Company issued to its founders  200,000 shares of
common  stock and 800,000  warrants in exchange  for $1,000.  On March 16, 2005,
25,000 shares of common stock were sold for $1.00 per share.  In connection with
this sale, the Company received cash of $5,000 in 2005 and a note receivable for
$20,000  (the  "Subscription  Receivable").  On June 28,  2006,  the Company was
recapitalized  as follows:  All outstanding  shares and warrants were exchanged,
for no additional  consideration,  for an aggregate of 101,000  shares of common
stock and  warrants  to  purchase  925,000  shares of common  stock at $0.05 per
share. The holders of the warrants have cashless exercise rights. These warrants
are  exercisable  until  June  30,  2016,  provided  that the  warrants  are not
exercisable  prior to June 30,  2009 unless  there is a "Change in Control"  (as
defined in the  warrants)  in the Company,  in which event the warrants  will be
exercisable at any time after seventy (70) days following such Change in Control
and until June 30, 2016.

     On September 28, 2006,  the  Subscription  Receivable  was satisfied by the
receipt of $20,000 in cash.

     On March 29,  2007,  the Company  completed a private  placement  of 65,700
shares of common stock at $1.00 per share.

     On January 29,  2009,  we issued a warrant to purchase  5,000 shares of our
common stock for $0.05 per share to a consultant for financial advisory services
rendered from October 2008 through January 2009. The warrant expires on June 30,
2016 but is not  exercisable  until June 30, 2012 except if there is a change in
control of the Company prior to June 30, 2012.  The fair value of the warrant at
the date of issuance was $3,350 of which $2,512 was charged to operations in the
fourth  quarter of 2008 and is reflected as a current  liability at December 31,
2008.  The fair value of the warrant was  determined by using the  Black-Scholes
valuation model employing a term of 7.4 years, risk free interest rate of 2.88%,
volatility  of 10%,  forfeiture  rate of 0.0%,  and the fair market value of the
common stock on the date of grant of $0.71 per share (the average of the closing
bid and ask prices of the Company's common stock on the date of issuance).

     The Company is  authorized to issue  2,000,000  shares of $0.0001 par value
preferred  stock with  designations,  voting and other rights and preferences as
may be determined from time to time by the Board of Directors of the Company. No
shares have been issued.

The following table summarizes information on all warrants issued by us for the
periods ended December 31, 2008 and 2007:

<TABLE>
<CAPTION>

                                   For the year ended           For the Year ended
                                   December 31, 2008            December 31, 2007
                                   ------------------           -------------------
                                            Weighted                   Weighted
                                             Average                    Average
                                             Exercise                   Exercise
                                   Number     Price            Number    Price
                                   ______    _______           ______    _______
<S>                                <C>         <C>               <C>       <C>

Outstanding -
Beginning of the year             925,000    $0.05             925,000    $0.05

Granted                                --    $ --                  --     $ --

Outstanding -
End of Year                       925,000    $0.05             925,000    $0.05
                                  =======   ======             =======    =====
Exercisable -
End of Year                                  $                            $
                                  =======   ======             =======    =====


</Table>

                                        F-9
<page>


The numbers and weighted average exercise prices of all warrants outstanding
as of December 31, 2008 is as follows:

                Remaining Number     Weighted Average
Exercise        of Warrant Shares   Contractual Life    Weighted Average
 Price            Outstanding          (Years)           Exercise Price
________        _______________      _______________     _______________

$0.05             925,000                 7.5                $0.05
======            =======               ======              =======



NOTE D - RELATED PARTY TRANSACTIONS

     The Company  utilizes the office space provided by its president at no cost
to the Company. The amount of office space utilized by the Company is considered
insignificant.

     On  January 1,  2007,  the  Company  entered  into a three year  employment
agreement  with its  president,  which shall be extended from year to year after
the initial term. The president  shall not be entitled to any cash  compensation
from the Company for his services until the Company's annualized revenues exceed
$300,000 on a quarterly  basis. At such time, the president shall be entitled to
receive a salary of $40,000 per annum.

     The mother of the Company's president is a co-trustee of a trust which owns
approximately 18% of the capital stock of Chocolate Printing Company,  Inc., one
of the Company's clients.

NOTE E - CONCENTRATION OF RISKS

     The Company's  cash balances are maintained in a high quality bank checking
account.  Management deems all its accounts receivables to be fully collectible,
and, as such, does not maintain any allowances for uncollectible receivables.


The  following  tables summarize  the  Company's   revenues  and  accounts
receivable by top clients:

                 Percent of total                 Percent of total
               consulting revenues                accounts receivable
             Year Ended December 31,              as of December 31,


                   2008      2007                    2008       2007
                  ------    ------                  ------     ------
Client A           60%       59%                     99%         99%

Client B           17%       32%                     -0-         -0-

Client C           16%       -0-                      1%         -0-

Client D           -0-        5%                     -0-         -0-









                                F-10