UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                               AMENDMENT NO. 2 TO
                                    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, 2009

                                       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 000-52402


                                SAVWATT USA, INC
                    (formerly known as Ludvik Capital, Inc.)
             (Exact name of registrant as specified in its charter)

           Delaware                                              27-2478133
(State or other jurisdiction of                               (I.R.S. Employer
 Incorporation or organization)                              Identification No.)

            6801 Eastern Avenue, Suite 203, Baltimore, Maryland 21224
                    (Address of principal executive offices)

                                 (866) 641-3507
              (Registrant's telephone number, including area code)

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

           Securities registered pursuant to Section 12(g) of the Act:

                               Title of Each Class
                         Common Stock, $.0001 par value

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

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

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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S- K is not contained  herein,  and will not be contained,  to the
best  of  the  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [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
definitions  of "large  accelerated  filer,"  "accelerated  filer," and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]                        Accelerated filer [ ]
Non- accelerated filer [ ]                         Smaller reporting company [X}

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

The aggregate  marker value of the voting and  non-voting  common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common  equity,  as of the
last business day of the Registrant's  second fiscal quarter (June 30, 2009) was
approximately $537,028.

On August 25, 2010,  108,475,175  shares of the  Registrant's  common stock were
outstanding.

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE
<PAGE>
                                TABLE OF CONTENTS

ITEMS                                                                       PAGE
-----                                                                       ----
                                     PART I

Item 1.  Business                                                              4
Item 1A. Risk Factors                                                          7
Item 2.  Properties                                                           21
Item 3.  Legal Proceedings                                                    21
Item 4.  (Removed and reserved)                                               21

                                     PART II

Item 5.  Market For Common Equity and Related Stockholder Matters and
         Issuer Purchases of Equity Securities                                21
Item 6.  Selected Financial Data                                              23
Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations                                                24
Item 8.  Financial Statements                                                 24
Item 9.  Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure
Item 9A. Controls and Procedures                                              24
Item 9B. Other Information                                                    24

                                    PART III

Item 10. Directors, Executive Officers and Director Independence              26
Item 11. Executive Compensation                                               28
Item 12. Security Ownership of Certain Beneficial Owners and Management
         and Related Stockholder Matters                                      29
Item 13. Certain Relationships and Related Transactions                       30
Item 14. Principal Accounting Fees and Services                               30

                                     PART IV

Item 15. Exhibits, Financial Statement Schedules                              31

                                       2
<PAGE>
EXPLANATORY NOTE

     This Amendment No. 2 on Form 10-K/A  ("Amendment  No. 2") amends  Amendment
No. 1 to the Annual Report on Form 10-K of SavWatt USA, Inc. ("Company") for the
fiscal  year  ended  December  31,  2009.  Amendment  No. 1 was  filed  with the
Securities and Exchange Commission ("SEC") on September 23, 2010. This Amendment
No. 2 is being filed for the purpose of responding to comments received from the
staff of the SEC.

     Except as described  above,  this  Amendment No. 2 does not amend any other
information  set forth in Amendment  No. 1 to our Annual Report on Form 10-K for
the fiscal year ended December 31, 2009.  Accordingly,  this Amendment No. 2 may
be relied on as the final  Annual  Report on Form 10-K for the fiscal year ended
December 31, 2009,  and should be read in conjunction  with the Company's  other
filings made with the SEC in 2010.  The filing of this Amendment No. 2 is not an
admission  that the original  Form 10-K or Amendment  No. 1 to the original Form
10-K, when filed, included any untrue statement of a material fact or omitted to
state a material fact necessary to make the statements therein not misleading.

                              CAUTIONARY STATEMENT

     This Form 10-K contains "forward-looking  statements" within the meaning of
the Private  Securities  Litigation  Reform Act of 1995.  Some of the statements
contained  in this Form 10-K for SavWatt  USA,  Inc.,  formerly  known as Ludvik
Capital, Inc. ("Company"),  discuss future expectations,  contain projections of
results of  operation or  financial  condition or state other  "forward-looking"
information.   These   statements  are  subject  to  known  and  unknown  risks,
uncertainties,  and other factors that could cause the actual  results to differ
materially  from  those  contemplated  by the  statements.  The  forward-looking
information  is  based  on  various   factors  and  is  derived  using  numerous
assumptions.

     Management  expresses its  expectations,  beliefs and  projections  in good
faith  and  believes  the  expectations   reflected  in  these   forward-looking
statements  are based on  reasonable  assumptions;  however,  Management  cannot
assure current stockholders or prospective stockholders that these expectations,
beliefs  and  projections  will  prove  to  be  correct.   Such  forward-looking
statements  reflect the current views of Management  with respect to the Company
and anticipated future events.

     Management cautions current stockholders and prospective  stockholders that
such forward-looking statements,  including,  without limitation, those relating
to the Company's future business prospects,  demand for its products,  revenues,
capital needs, expenses, development and operation costs, wherever they occur in
this Form 10-K, as well as in the documents  incorporated  by reference  herein,
are not guarantees of future  performance or results,  but are simply  estimates
reflecting  the best  judgment of  Management  and involve a number of risks and
uncertainties  that could cause actual results to differ  materially  from those
suggested by such forward-looking statements.

     Important  factors that may cause actual results to differ from projections
include, for example:

     *    the  success or failure of  management's  efforts to  implement  their
          business strategy;
     *    the  ability  of the  Company  to  raise  sufficient  capital  to meet
          operating requirements;
     *    the  uncertainty  of consumer  demand for our  products,  services and
          technologies;
     *    the  ability  of the  Company  to protect  its  intellectual  property
          rights;
     *    the  ability  of  the  Company  to  compete  with  major   established
          companies;
     *    the effect of changing economic conditions;
     *    the ability of the Company to attract and retain quality employees;
     *    the current global recession and financial uncertainty; and
     *    other risks which may be described in future filings with the SEC.

     Words such as "anticipates,"  "expects,"  "intends,"  "plans,"  "believes,"
"seeks,"  "estimates," and variations of such words and similar  expressions are
intended to identify such forward-looking  statements.  These statements are not
guarantees of future performance and are subject to certain risks, uncertainties
and  assumptions  that are difficult to predict.  Therefore,  actual results and
outcomes may differ  materially from what is expressed or forecasted in any such
forward-looking  statements.  Unless required by law, the Company  undertakes no
obligation  to update  publicly  any  forward-looking  statements,  whether as a
result of new information, future events or otherwise.

                                       3
<PAGE>
                                    FOREWORD

     The Company was  incorporated on October 20, 2006, under the name of Ludvik
Capital,  Inc. We changed  our name to SavWatt  USA,  Inc. on April 5, 2010.  On
January 12, 2007, we filed a Form 10 registration  statement under section 12(g)
of the  Securities  Exchange  Act of 1934,  as amended  ("Exchange  Act").  As a
consequence of filing our Form 10, we became  subject to the periodic  reporting
requirements  of the  Exchange Act and were  required to file Annual  Reports of
Form 10-K,  Quarterly  Reports on Form 10-Q,  Current Reports on Form 8-K, Proxy
Statements  pursuant to Regulation 14A and Schedule 14C  Information  Statements
pursuant to the Exchange Act.

     Our prior management filed numerous Form 8-K Current Reports, but failed to
file the  requisite  Annual  Reports  on Form 10-K for the  fiscal  years  ended
December 31, 2006, 2007, 2008 and 2009. In addition, our prior management failed
to file Quarterly  Reports on Form 10-Q for the quarters ended March 31, June 30
and September 30, 2007,  for the quarters  ended March 31, June 30 and September
30, 2008,  for the quarters  ended March 31, June 30 and September 30, 2009, and
for the quarter ended March 31, 2010.

     As a result  of prior  management's  failure  to file the  above  described
periodic  reports,  our  common  stock  is not  eligible  for  quotation  on the
Over-the-Counter Bulletin Board. Instead our common stock is quoted on the "Pink
Sheets."  Our  management  is intent on taking all steps  necessary  to have our
common stock quoted on the  Over-the-Counter  Bulletin  Board and has previously
filed the Form 10-K Annual Report for the Fiscal Years Ended  December 31, 2006,
2007 AND 2008, and the Form 10-Q Quarterly  Reports for 2007, 2008 and 2009. Our
management  is filing  this Form 10-K  Annual  Report for the Fiscal  Year Ended
December 31, 2009, and will be filing the delinquent Form 10-Q Quarterly Reports
for the quarters  ended March 31 and June 30, 2010. We are also seeking a market
maker to file a Form 211 with  FINRA  in order  for us to  obtain a new  trading
symbol and have our shares quoted on the Over-the-Counter Bulletin Board.

                                     PART I

ITEM 1. BUSINESS.

HISTORY

     SavWatt USA, Inc.  ("Company")  was  incorporated  in the State of Delaware
under the name of "Ludvik  Capital,  Inc." on  October  20,  2006.  Our name was
change to SavWatt USA, Inc. on April 5, 2010. The Company was originally  formed
for the purpose of becoming a successor and survivor  corporation by merger with
Patriot  Advisors,   Inc.  and  Templar  Corporation   pursuant  to  a  plan  of
reorganization  and merger  approved  by the  United  States  Bankruptcy  Court,
District of Maine,  Case No. 04-20328.  The Company's prior business plan was to
make investments in public and private companies by providing long-term debt and
equity investment capital to fund the growth, acquisitions and recapitalizations
of small and  middle-market  companies  in a variety  of  industries,  primarily
located  in the  Untied  States.  Our prior  management  was not  successful  in
carrying out its business plan.

CURRENT BUSINESS

     The Company  underwent a change in control on March 31,  2010,  when Sutton
Global Associates, Inc. acquired approximately 50,723,310 shares or 46.8% of our
common stock.  Sutton Global  Associates,  Inc. is controlled by our  President,
Isaac H. Sutton.  Under the guidance of Mr.  Sutton,  the Company  adopted a new
business plan to capitalize on the largely  unaddressed  commercial and consumer
market for  energy-efficient  Light Emitting Diode ("LED") lighting by investing
in product and  corporate  marketing.  With  public  relations  and  advertising
throughout the

                                       4
<PAGE>
media, a recognized, popular consumer LED brand will be cultivated, spearheading
and  establishing a leading market share in the growing  energy-efficient  light
bulb sector during the next three to five years. We have the exclusive marketing
rights in the United States to sell LED street lighting for Unilumin,  a Chinese
company (www.unilumin.com).

     LEDs are an  unprecedented,  innovative  type of lighting first  introduced
almost half a century ago. Though initially too costly to implement,  LED prices
are finally decreasing because of newly developed technology.  LEDs are the most
efficient  energy-saving  devices  on the  market.  Incandescent  lighting,  the
variety we employ today, can no longer be sold by 2012.

PRODUCTION

     SavWatt will be sourcing LED products from factories in the FarEast.  These
factories  assemble  LED bulbs,  fixtures  and  apparatuses  based on  SavWatt's
specifications  and bill of material  requirements.  UL or ETL certification for
these products and factories are supervised by SavWatt technicians.  SavWatt has
plans in the near  future  to open an  office  in  Shenzen,  China to  supervise
production  schedules,  shipment  arrangements,   samples  and  quality  control
inspections.  All  factories  contracted  by  SavWatt  will go through a quality
control and  performance  test  before  becoming a master  supplier  for SavWatt
products. An agreement which each supplier will protect SavWatt as to use of our
brand,  intellectual  property  and  proprietary  information  to extent that is
enforceable in China.

We are a development  stage  enterprise  and have had nominal  operations  since
inception.

Our fiscal year end is December 31.

HOW TO CONTACT US

     The  Company's  principal  executive  offices are  located at 6801  Eastern
Avenue,  Suite 203,  Baltimore,  Maryland 21224.  Our telephone  number is (866)
641-3507.

COMPETITIVE BUSINESS CONDITIONS

     The lighting industry is intensely  competitive and many of our competitors
are  large,  well  funded  companies  that  have  substantially  larger  staffs,
manufacturing and distribution  facilities and financial  resources that we have
at the  present  time.  In the  LED  market,  we  compete  with  companies  that
manufacture  or sell  nitride-based  LED  chips as well as those  that  sell LED
components.  Competitors  are  offering  new blue,  green  and  white  LEDs with
aggressive prices and improved performance. These competitors may reduce average
sales prices faster than we are able to reduce costs,  and  competitive  pricing
pressures may accelerate the rate of decline of our average sales prices.

EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS

      We  purchase  our  products  from  overseas  sources.  As  a  result,  our
international  sales and purchases are subject to numerous U.S. and foreign laws
and  regulations,   including,  without  limitation,  tariffs,  trade  barriers,
regulations relating to import-export control, technology transfer restrictions,
the International  Traffic in Arms Regulation  promulgated under the Arms Export
Control Act, the Foreign Corrupt  Practices Act and the anti-boycott  provisions
of the U.S. Export  Administration Act. If we fail to comply with these laws and
regulations,   we  could  be  liable  for  administrative,   civil  or  criminal
liabilities,  and in the extreme  case,  we could be suspended or debarred  from
government  contracts or our export  privileges could be suspended,  which could
have a material adverse effect on our business.

      International  sales and  purchases are also subject to a variety of other
risks, including risks arising from currency fluctuations, collection issues and
taxes. Our international  sales are subject to variability as our selling prices
become less competitive in countries with currencies that are declining in value
against the U.S.  Dollar and more  competitive in countries with currencies that

                                       5
<PAGE>
are increasing in value against the U.S. Dollar. In addition,  our international
purchases  can become more  expensive  if the U.S.  Dollar  weakens  against the
foreign  currencies in which we are billed. We have not entered into any foreign
currency derivative  financial  instruments;  however, we may choose to do so in
the future in an effort to manage or hedge our foreign exchange rate risk.

     The Company's  common stock is registered  pursuant to Section 12(g) of the
Securities  Exchange Act of 1934, as amended  ("Exchange  Act").  As a result of
such registration, the Company is subject to Regulation 14A of the Exchange Act,
which regulates proxy  solicitations.  Section 14(a) requires all companies with
securities registered pursuant to Section 12(g) thereof to comply with the rules
and regulations of the Commission regarding proxy solicitations,  as outlined in
Regulation 14A. Matters submitted to stockholders of the Company at a special or
annual meeting thereof or pursuant to a written consent will require the Company
to provide its  stockholders  with the information  outlined in Schedules 14A or
14C of Regulation 14;  preliminary  copies of this information must be submitted
to the Commission at least 10 days prior to the date that  definitive  copies of
this information are forwarded to stockholders.

     The  Company  is also  required  to file  annual  reports  on Form 10-K and
quarterly  reports on Form 10-Q with the Commission on a regular basis, and will
be required to disclose  certain  events in a timely  manner,  (e.g.  changes in
corporate  control;  acquisitions  or  dispositions  of a significant  amount of
assets  other than in the  ordinary  course of business;  and  bankruptcy)  in a
Current Report on Form 8-K.

     WE WILL BE SUBJECT TO THE REQUIREMENTS OF SECTION 404 OF THE SARBANES-OXLEY
ACT. IF WE ARE UNABLE TO TIMELY  COMPLY WITH SECTION 404 OR IF THE COSTS RELATED
TO COMPLIANCE ARE  SIGNIFICANT,  OUR  PROFITABILITY,  STOCK PRICE AND RESULTS OF
OPERATIONS AND FINANCIAL CONDITION COULD BE MATERIALLY ADVERSELY AFFECTED.

     The Company is required to comply with the provisions of Section 404 of the
Sarbanes-Oxley  Act of  2002,  which  requires  that we  document  and  test our
internal  controls  and  certify  that we are  responsible  for  maintaining  an
adequate  system of internal  control  procedures for the 2008 fiscal year. This
section also requires that our  independent  registered  public  accounting firm
opine on those internal controls and management's  assessment of those controls.
We are currently  evaluating our existing controls against the standards adopted
by the Committee of Sponsoring  Organizations of the Treadway Commission (COSO).
During the course of our ongoing  evaluation  and  integration  of the  internal
controls of our business,  we may identify areas requiring  improvement,  and we
may have to design enhanced  processes and controls to address issues identified
through this review (see Item 9A, below for a discussion  our internal  controls
and procedures).

     We believe that the  out-of-pocket  costs,  the  diversion of  management's
attention from running the day-to-day  operations and operational changes caused
by the need to comply with the requirement of Section 404 of the  Sarbanes-Oxley
Act could be significant.  If the time and costs associated with such compliance
exceed  our  current  expectations,  our  results of  operations  and the future
Exchange Act filings of our Company could be materially adversely affected.

     Aside from  required  compliance  with federal and state  securities  laws,
regulations and rules,  and federal,  state and local tax laws,  regulations and
rules,  the Company is not aware of any other  governmental  regulations  now in
existence  or that may arise in the future that would have a material  effect on
the business of the Company.

INTELLECTUAL PROPERTY RIGHTS

     The Company  presently holds no intellectual  property rights.  The Company
intends  to seek  copyright  and  trademark  protection  of its trade  names and
products. The Company's success and ability to compete are dependent to a degree
on the Company's  name and product  recognition.  Accordingly,  the Company will
primarily  rely on  copyright,  trade  secret and  trademark  law to protect its
product and brand names of  products  or under  which the Company  conducts  its
business.  Effective trademark protection may not be available for the Company's
trademarks.

      The  Company's  competitors  or others may adopt  product or service names
similar to the Company's,  thereby impeding the Company's ability to build brand
identity and possibly leading to customer confusion.  The Company's inability to
adequately  protect its product,  brand, trade names and trademarks would have a

                                       6
<PAGE>
material  adverse  effect on the  Company's  business,  financial  condition and
operating results.  Despite any precautions the Company takes, a third party may
be able to copy or otherwise  obtain and use the  Company's  technology or other
proprietary  information without  authorization or to develop similar technology
independently.

     Policing  unauthorized  use of the Company's  products are made  especially
difficult by the global nature of the Internet and the difficulty in controlling
the  ultimate  destination  or security  of products or other data.  The laws of
other countries may afford the Company little or no effective protection for the
Company's intellectual property.

EMPLOYEES

     We currently  have two full-time  employees,  including  Michael Haug,  our
Chief Executive  Officer.  We also have seven part-time  consultants,  including
Isaac H. Sutton, our President. We believe that our relations with our employees
are  good.  Our  employees  are not  represented  by a  union  or  covered  by a
collective bargaining agreement.

REPORTS TO SECURITY HOLDERS

     The public may view and obtain  copies of the Company's  reports,  as filed
with the Securities and Exchange Commission,  at the SEC's Public Reference Room
at 100 F Street,  NE, Room 1580,  Washington,  D.C.  20549.  Information  on the
Public  Reference  Room is  available  by  calling  the  SEC at  1-800-SEC-0330.
Additionally,  copies of the Company's reports are available and can be accessed
and   downloaded   via   the   internet   on  the   SEC's   internet   site   at
http://www.sec.gov.

ITEM 1A. RISK FACTORS.

     Investing in the Company,  involves a number of significant  risks relating
to our business and investment objective. As a result, there can be no assurance
that we will achieve our investment objective.

BUSINESS RISKS

     Business  risks  are  risks  that  are  associated  with  general  business
conditions,  the economy, and the operations of the Company.  Business risks are
not  risks  associated  with our  specific  investments  or an  offering  of our
securities.

OUR RESULTS OF OPERATIONS,  FINANCIAL  CONDITION AND BUSINESS COULD BE HARMED IF
WE WERE UNABLE TO BALANCE CUSTOMER DEMAND AND CAPACITY.

     As customer  demand for our products  changes,  the Company must be able to
ramp up or adjust our  production  capacity to meet demand.  We are  continually
taking steps to address our manufacturing capacity needs for our products. If we
are not able to  increase  our  capacity  or if we  increase  our  capacity  too
quickly, our business and results of operations could be adversely impacted.  If
we experience  delays or unforeseen costs associated with adjusting our capacity
levels, we may not be able to achieve our financial targets.

OUR BUSINESS  MAY BE ADVERSELY  AFFECTED BY THE GLOBAL  ECONOMIC  DOWNTURN,  THE
CONTINUING  UNCERTAINTIES IN THE FINANCIAL MARKETS AND OUR, OR OUR CUSTOMERS' OR
SUPPLIERS' ABILITY TO ACCESS THE CAPITAL MARKETS.

     The global economy is currently in a pronounced  economic downturn.  Global
financial markets are continuing to experience  disruptions,  including severely
diminished liquidity and credit  availability,  declines in consumer confidence,
declines in economic  growth,  increases in unemployment  rates, and uncertainty
about economic stability. Given these uncertainties,  there is no assurance that
there  will not be  further  deterioration  in the  global  economy,  the global
financial markets and consumer  confidence.  We are unable to predict the likely
duration and severity of the current global economic  downturn or disruptions in
the financial markets. If economic conditions  deteriorate further, our business
and results of operations could be materially and adversely affected.

IF  WE  FAIL  TO  EVALUATE,  IMPLEMENT  AND  INTEGRATE  STRATEGIC  OPPORTUNITIES
SUCCESSFULLY, OUR BUSINESS MAY SUFFER.

                                       7
<PAGE>
     From time to time, we evaluate strategic  opportunities available to us for
product, technology or business acquisitions. If we choose to make acquisitions,
we face  certain  risks,  such as failure of the  acquired  business to meet our
performance  expectations,  diversion  of  management  attention,  retention  of
existing  customers of our current and acquired  businesses,  and  difficulty in
integrating  the acquired  business's  operations,  personnel  and financial and
operating systems into our current business.

     We may not be able to adequately  address these risks or any other problems
that arise from any future  acquisitions.  Any failure to successfully  evaluate
strategic  opportunities  and address risks or other problems that arise related
to any acquisition could adversely affect our business, results of operations or
financial condition.

WE FACE SIGNIFICANT CHALLENGES MANAGING OUR GROWTH.

     We will  transform  our  business  to support a global  components  and LED
lighting  product customer base. In order to manage our growth and change in our
strategy  effectively,  we must continue to:

     *    maintain  or  contract  for  adequate  manufacturing   facilities  and
          equipment to meet customer demand;
     *    maintain a sufficient supply of raw materials to support our growth;
     *    expand  research  and  development,  sales  and  marketing,  technical
          support, distribution
     *    capabilities and administrative functions;
     *    expand the skills and capabilities of our current management team;
     *    add experienced senior level managers; and
     *    attract and retain qualified employees.

     While we intend to focus on  managing  our costs and  expenses  during  the
extremely  challenging  economic  environment,  over the long term, we expect to
invest  substantially  to support our growth and may have additional  unexpected
costs. We may not be able to expand quickly enough to exploit  potential  market
opportunities.

     In connection with our efforts to  cost-effectively  manage our growth,  we
will initially produce our products overseas and will rely on subcontractors for
production  capacity,  logistics support and certain  administrative  functions,
such  as  payroll  processing.   If  these  service  providers  do  not  perform
effectively,  we may not be able to achieve the  expected  cost  savings and may
incur additional  costs to correct errors or fulfill customer demand.  Depending
on the  function  involved,  such errors may also lead to  business  disruption,
processing  inefficiencies  or the loss of or  damage to  intellectual  property
through security breach,  or impact employee morale.  Our operations may also be
negatively  impacted if any of these service providers do not have the financial
capability to withstand the continuing financial downturn.

LITIGATION COULD ADVERSELY AFFECT OUR OPERATING RESULTS AND FINANCIAL CONDITION.

     We  may  be  involved  in  patent  or  trademark  infringement  litigation.
Defending against potential litigation will likely require significant attention
and  resources  and,  regardless  of the outcome,  result in  significant  legal
expenses,  which could adversely  affect our results unless covered by insurance
or recovered from third parties. If our defenses are ultimately unsuccessful, or
if we are  unable to  achieve a  favorable  resolution,  we could be liable  for
damage awards that could  materially  adversely affect our results of operations
and financial condition.

OUR  BUSINESS  MAY BE  IMPAIRED BY CLAIMS  THAT WE, OR OUR  CUSTOMERS,  INFRINGE
INTELLECTUAL PROPERTY RIGHTS OF OTHERS.

     Vigorous   protection   and  pursuit  of   intellectual   property   rights
characterize  our industry.  These traits have resulted in significant and often
protracted  and  expensive  litigation.  Litigation to determine the validity of
patents  or  claims  by  third  parties  of  infringement  of  patents  or other
intellectual  property  rights could  result in  significant  legal  expense and
divert the  efforts  of our  technical  personnel  and  management,  even if the
litigation  results  in a  determination  favorable  to us.  In the  event of an
adverse result in such litigation, we could be required to:

     *    pay substantial damages;
     *    indemnify our customers;
     *    stop the manufacture, use and sale of products found to be infringing;
     *    incur asset impairment charges;

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<PAGE>
     *    discontinue the use of processes found to be infringing;
     *    expend significant  resources to develop  non-infringing  products and
          processes; and/or
     *    obtain a license to use third party technology.

     There can be no  assurance  that third  parties  will not attempt to assert
infringement claims against us, or our customers,  with respect to our products.
In  addition,  our  customers  may  face  infringement  claims  directed  to the
customer's  products that incorporate our products,  and an adverse result could
impair the customer's  demand for our products.  We may also promise  certain of
our  customers  that we will  indemnify  them in the event  they are sued by our
competitors for  infringement  claims directed to the products we supply.  Under
these indemnification  obligations,  we could be responsible for future payments
to  resolve  infringement  claims  against  them.  From time to time we  receive
correspondence asserting that our products or processes are or may be infringing
patents  or other  intellectual  property  rights of others.  If we believe  the
assertions may have merit or in other  appropriate  circumstances,  we will take
appropriate  steps to seek to  obtain a license  or to avoid  the  infringement.
However,  we cannot predict  whether a license will be available;  that we would
find the terms of any license  offered  acceptable;  or that we would be able to
develop  an  alternative  solution.  Failure  to obtain a  necessary  license or
develop an alternative solution could cause us to incur substantial  liabilities
and costs and to suspend the manufacture of affected products.

     In addition to patent  protection,  we also rely on trade secrets and other
non-patented  proprietary  information  relating to our product  development and
manufacturing activities. We try to protect this information through appropriate
efforts to maintain its secrecy, including requiring employees and third parties
to sign confidentiality agreements. We cannot be sure that these efforts will be
successful or that the confidentiality  agreements will not be breached. We also
cannot be sure  that we would  have  adequate  remedies  for any  breach of such
agreements or other  misappropriation  of our trade  secrets,  or that our trade
secrets  and  proprietary  know-how  will  not  otherwise  become  known  or  be
independently discovered by others.

IF WE ARE UNABLE TO  EFFECTIVELY  DEVELOP,  MANAGE  AND EXPAND OUR  DISTRIBUTION
CHANNELS FOR OUR PRODUCTS, OUR OPERATING RESULTS MAY SUFFER.

     We have expanded into new business  channels that are different  from those
that we have  historically  operated  in as we grow  our  business  and sell LED
lighting  products.  If  we  are  unable  to  effectively  penetrate  these  new
distribution  channels  to ensure our  products  are  reaching  the  appropriate
customer base, our financial results may be adversely impacted.  In addition, if
we successfully  penetrate these new distribution  channels, we cannot guarantee
that  customers  will accept our products or that we will be able to manufacture
and deliver them in the time line established by our customers.

IF OUR  PRODUCTS  FAIL TO  PERFORM  OR FAIL TO  MEET  CUSTOMER  REQUIREMENTS  OR
EXPECTATIONS,  WE COULD INCUR  SIGNIFICANT  ADDITIONAL  COSTS,  INCLUDING  COSTS
ASSOCIATED WITH THE RECALL OF THOSE ITEMS.

     The  manufacture of our products  involves  highly complex  processes.  Our
customers  specify quality,  performance and reliability  standards that we must
meet. If our products do not meet these standards, we may be required to replace
or rework the  products.  In some cases,  our  products  may contain  undetected
defects or flaws that only become evident after  shipment.  Even if our products
meet standard  specifications,  our customers may attempt to use our products in
applications they were not designed for or in products that were not designed or
manufactured  properly,  resulting in product  failures  and  creating  customer
satisfaction issues.

      If we experience product quality,  performance or reliability problems and
defects or failures,  we may need to recall our  products.  These  recalls could
result  in  significant  losses  due to:

     *    costs  associated with the removal,  collection and destruction of the
          product recalled;
     *    payments made to replace recalled product;
     *    a rise in warranty expense and costs associated with customer support;
     *    the write down or  destruction  of existing  inventory  subject to the
          recall;
     *    lost sales due to the unavailability of product for a period of time;

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<PAGE>
     *    delays, cancellations or rescheduling of orders for our products; or
     *    increased product returns.

     We also may be the target of product  liability  lawsuits  and could suffer
losses from a significant  product  liability  judgment against us if the use of
our products at issue is determined to have caused injury. A significant product
recall or product liability case could also result in adverse publicity,  damage
to our reputation, and a loss of customer confidence in our products.

THE  MARKETS  IN WHICH WE  OPERATE  ARE  HIGHLY  COMPETITIVE  AND HAVE  EVOLVING
TECHNICAL REQUIREMENTS.

     The markets for our products are highly competitive.  In the LED market, we
compete with companies that manufacture or sell  nitride-based LED chips as well
as those that sell LED components.  Competitors are offering new blue, green and
white LEDs with aggressive  prices and improved  performance.  These competitors
may reduce  average sales prices  faster than we are able to reduce  costs,  and
competitive  pricing pressures may accelerate the rate of decline of our average
sales prices.

AS A RESULT  OF OUR  CONTINUED  EXPANSION  IN LED  COMPONENTS  AND LED  LIGHTING
PRODUCTS, OUR CUSTOMERS MAY REDUCE ORDERS.

     Through acquisitions and organic growth, we intend to continue to expand in
new  markets  for LED  lighting  products.  In these  new  markets,  some of our
customers may perceive us as a competitor. In response, our customers may reduce
their orders for our products.  This reduction in orders could occur faster than
our  sales  growth  in these new  markets,  which  could  adversely  affect  our
business, results of operations or financial condition.

OUR  OPERATING  RESULTS  ARE  SUBSTANTIALLY  DEPENDENT  ON THE  DEVELOPMENT  AND
ACCEPTANCE OF NEW PRODUCTS.

     Our future  success may depend on our ability to develop new and lower cost
solutions  for  existing  and new  markets  and for  customers  to accept  those
solutions. We must introduce new products in a timely and cost-effective manner,
and we must secure production orders for those products from our customers.  The
development of new products is a highly  complex  process,  and we  historically
have  experienced  delays in completing the development and  introduction of new
products.  The successful development and introduction of these products depends
on a number of factors, including the following:

     *    achievement of technology  breakthroughs required to make commercially
          viable devices;
     *    the accuracy of our predictions for market  requirements  and evolving
          standards;
     *    acceptance of our new product designs;
     *    acceptance of new technology in certain markets;
     *    the availability of qualified research and development personnel;
     *    our timely completion of product designs and development;
     *    our ability to expand sales and  influence  key customers to adopt our
          products;
     *    our  ability  to  develop  repeatable  processes  to  manufacture  new
          products in sufficient
     *    quantities and at low enough costs for commercial sales;

WE ARE SUBJECT TO RISKS RELATED TO INTERNATIONAL PURCHASES AND SALES.

     We  purchase  our  products  from  overseas  sources.   As  a  result,  our
international  sales and purchases are subject to numerous U.S. and foreign laws
and  regulations,   including,  without  limitation,  tariffs,  trade  barriers,
regulations relating to import-export control, technology transfer restrictions,
the International  Traffic in Arms Regulation  promulgated under the Arms Export
Control Act, the Foreign Corrupt  Practices Act and the anti-boycott  provisions
of the U.S. Export  Administration Act. If we fail to comply with these laws and
regulations,   we  could  be  liable  for  administrative,   civil  or  criminal
liabilities,  and in the extreme  case,  we could be suspended or debarred  from

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<PAGE>
government  contracts or our export  privileges could be suspended,  which could
have a material adverse effect on our business.

     International  sales and  purchases  are also subject to a variety of other
risks, including risks arising from currency fluctuations, collection issues and
taxes. Our international  sales are subject to variability as our selling prices
become less competitive in countries with currencies that are declining in value
against the U.S.  Dollar and more  competitive in countries with currencies that
are increasing in value against the U.S. Dollar. In addition,  our international
purchases  can become more  expensive  if the U.S.  Dollar  weakens  against the
foreign  currencies in which we are billed. We have not entered into any foreign
currency derivative  financial  instruments;  however, we may choose to do so in
the future in an effort to manage or hedge our foreign exchange rate risk.

CHANGES IN OUR EFFECTIVE  TAX RATE MAY HAVE AN ADVERSE  EFFECT ON OUR RESULTS OF
OPERATIONS.

      Our future  effective  tax rates may be adversely  affected by a number of
factors  including:

     *    changes in  government  administrations,  such as the  Presidency  and
          Congress of the
     *    U.S.  as well as in the  states  and  countries  in which we  operate,
          including the highly  predicted  expiration of the so-called "Bush Tax
          Cuts;"
     *    changes in tax laws or  interpretation of such tax laws and changes in
          generally
     *    accepted accounting principles;
     *    the  jurisdiction  in which  profits are  determined  to be earned and
          taxed;
     *    the  resolution  of  issues  arising  from  tax  audits  with  various
          authorities;
     *    changes in the valuation of our deferred tax assets and liabilities;
     *    adjustments  to  estimated  taxes upon  finalization  of  various  tax
          returns;
     *    increases  in expenses  not  deductible  for tax  purposes,  including
          write-offs of
     *    acquired   in-process  research  and  development  and  impairment  of
          goodwill
     *    in connection with acquisitions;
     *    changes in available tax credits;
     *    the recognition and measurement of uncertain tax positions;
     *    the lack of sufficient excess tax benefits (credits) in our additional
          paid in capital
     *    ("APIC")  pool in  situations  where our realized tax  deductions  for
          certain
     *    stock-based  compensation  awards (such as non-qualified stock options
          and restricted
     *    stock) are less than those originally anticipated; and
     *    the repatriation of non-U.S. earnings for which we have not previously
          provided for
     *    U.S.  taxes,  or any changes in  legislation  that may result in these
          earnings being taxed
     *    within the U.S., regardless of our decision regarding  repatriation of
          funds.

     For example,  current proposals have been made by various U.S. governmental
bodies to change the U.S. tax laws that include,  among other  things,  limiting
U.S. tax deductions for expenses related to un-repatriated foreign-source income
and  modifying  the U.S.  foreign tax credit  rules.  Although  the scope of the
proposed changes is unclear,  it is possible that these or other changes in U.S.
tax laws could increase our U.S.  income tax liability and adversely  affect our
profitability.  At this time,  we cannot  determine the timing that the proposed
changes, if enacted, are to become effective.

     Any significant  increase in our future effective tax rates could adversely
impact net income for future  periods.  In addition,  the  determination  of our
income tax provision  requires complex  estimations,  significant  judgments and
significant  knowledge and experience concerning the applicable tax laws. To the

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<PAGE>
extent  our  income  tax  liability  materially  differs  from  our  income  tax
provisions  and accruals  due to factors,  including  the above,  which were not
anticipated at the time we estimated our tax  provision,  our net income or cash
flows could be adversely affected.

IN ORDER TO COMPETE, WE MUST ATTRACT, MOTIVATE AND RETAIN KEY EMPLOYEES, AND OUR
FAILURE TO DO SO COULD HARM OUR RESULTS OF OPERATIONS.

     In order to compete,  we must attract,  motivate and retain  executives and
other key employees, including those in managerial,  technical, sales, marketing
and support positions.  Hiring and retaining qualified  executives,  scientists,
engineers, technical staff and sales personnel are critical to our business, and
competition  for experienced  employees in our industry can be intense.  To help
attract,  motivate and retain key employees, we may use stock-based compensation
awards such as non-qualified stock options and restricted stock. If the value of
such stock awards does not  appreciate,  as measured by the  performance  of the
price of our common stock, or if our share-based  compensation  otherwise ceases
to be viewed as a valuable benefit, our ability to attract,  retain and motivate
employees  could be  weakened,  which  could harm our  business  and  results of
operations.

OUR OPERATIONS IN FOREIGN COUNTRIES,  INCLUDING CHINA AND OTHER ASIAN COUNTRIES,
EXPOSE US TO CERTAIN RISKS INHERENT IN DOING BUSINESS INTERNATIONALLY, WHICH MAY
ADVERSELY AFFECT OUR BUSINESS, RESULTS OF OPERATIONS OR FINANCIAL CONDITION.

     As a result of our  operations,  manufacturing  facilities and  subcontract
arrangements in foreign  countries that expose us to certain risks. For example,
fluctuations in exchange rates may affect our revenues,  expenses and results of
operations  as well as the value of our assets and  liabilities  as reflected in
our financial statements. We are also subject to other types of risks, including
the following:

     *    protection of intellectual property and trade secrets;
     *    tariffs and other barriers;
     *    timing and availability of export licenses;
     *    rising labor costs;
     *    disruptions in the  infrastructure  of the foreign  countries where we
          operate;
     *    difficulties in accounts receivable collections;
     *    difficulties in staffing and managing international operations;
     *    the  burden of  complying  with  foreign  and  international  laws and
          treaties; and
     *    the burden of  complying  with and changes in  international  taxation
          policies.

     In addition, abrupt political change, terrorist activity and armed conflict
pose a risk of general economic  disruption in affected  countries,  which could
result in an adverse effect on our business and results of operations.

CATASTROPHIC EVENTS MAY DISRUPT OUR BUSINESS.

     A  disruption  or failure of our  systems or  operations  in the event of a
natural disaster or man-made catastrophic event could cause delays in completing
sales,  continuing  production or  performing  other  critical  functions of our
business,  especially  in the  case of a  single  site  for our  operations  and
assembly.  A catastrophic event that results in the destruction or disruption to
our supply  chain or any of our  critical  business  or  information  technology
systems could severely affect our ability to conduct normal business  operations
and, as a result, our operating results could be adversely affected.

OUR RESULTS OF OPERATIONS  COULD VARY AS A RESULT OF THE METHODS,  ESTIMATES AND
JUDGMENTS THAT WE USE IN APPLYING OUR ACCOUNTING POLICIES,  INCLUDING CHANGES IN
THE ACCOUNTING REGULATIONS TO BE APPLIED.

     The methods, estimates and judgments that we use in applying our accounting
policies have a significant  impact on our results of operations.  Such methods,
estimates and  judgments  are, by their nature,  subject to  substantial  risks,
uncertainties  and assumptions,  and factors may arise over time that lead us to
change our methods, estimates and judgments. Changes in those methods, estimates
and judgments could significantly affect our results of operations.

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<PAGE>
     Likewise,  our results of operations  may be impacted due to changes in the
accounting  rules  to be  applied,  such  as the  increased  use of  fair  value
measurement rules and the potential  requirement that U.S.  registrants  prepare
financial  statements  in  accordance  with  International  Financial  Reporting
Standards.

RISK  FACTORS  RELATED TO OUR  COMMON  STOCK  THERE IS NO LIQUID  MARKET FOR OUR
COMMON STOCK.

     Our  shares  are  traded  Over  the  Counter  and the  trading  volume  has
historically  been very low.  An active  trading  market  for our shares may not
develop or be sustained.  We cannot predict at this time how actively our shares
will trade in the public market or whether the price of our shares in the public
market will reflect our actual financial performance.

OUR COMMON STOCK PRICE HAS FLUCTUATED  CONSIDERABLY  AND STOCKHOLDERS MAY NOT BE
ABLE RESELL THEIR SHARES AT OR ABOVE THE PRICE AT WHICH SHARES WERE PURCHASED.

     The market price of our common stock may fluctuate significantly. From July
2007, the day we began trading  publicly as LDVK,  until July 31, 2010 our share
prices  per share have  fluctuated  in  dramatic  fashion.  Our share  price has
fluctuated  in  response  to  various  factors.  Speculation  in  the  press  or
investment community about our strategic position,  financial condition, results
of operations,  or significant  transactions can also cause changes in our stock
price. In particular,  speculation  around our market  opportunities  for energy
efficient  lighting may have dramatic effects on our stock price,  especially as
various  government  agencies  announce  their  planned  investments  in  energy
efficient technology, including lighting.

OUR COMMON STOCK MAY BE CONSIDERED A "PENNY STOCK" AND MAY BE DIFFICULT TO SELL.

     The SEC has adopted  regulations which generally define "penny stock" to be
an equity  security  that has a market  price of less than $5.00 per share or an
exercise price of less than $5.00 per share, subject to specific exemptions. The
market price of our common stock has been for much of its trading  history since
July 2007,  and may continue to be less than $5.00 per share,  and therefore may
be  designated  as a "penny  stock"  according  to SEC rules.  This  designation
requires  any broker or dealer  selling  these  securities  to disclose  certain
information  concerning  the  transaction,  obtain a written  agreement from the
purchaser  and determine  that the purchaser is reasonably  suitable to purchase
the  securities.  These rules may  restrict the ability of brokers or dealers to
sell our  common  stock and may affect the  ability of  investors  to sell their
shares.

COMPLIANCE  AND  CHANGING  REGULATIONS  AND  PUBLIC  DISCLOSURE  MAY  RESULT  IN
ADDITIONAL EXPENSE.

     Changing laws,  regulations and standards relating to corporate  governance
and public disclosure may create uncertainty  regarding  compliance matters. New
or  changed   laws,   regulations   and   standards   are   subject  to  varying
interpretations  in many cases. As a result,  their  application in practice may
evolve over time. We are committed to  maintaining  high  standards of corporate
governance and public disclosure. Complying with evolving interpretations of new
or changed  legal  requirements  may cause us to incur higher costs as we revise
current practices,  policies and procedures,  and may divert management time and
attention from the  achievement of revenue  generating  activities to compliance
activities.  If our efforts to comply with new or changed laws,  regulations and
standards differ from the activities  intended by regulatory or governing bodies
due to uncertainties  related to practice,  our reputation might be harmed which
would could have a significant  impact on our stock price and our  business.  In
addition,  the ongoing  maintenance of these procedures to be in compliance with
these laws,  regulations and standards  could result in significant  increase in
costs.

OUR PRINCIPAL STOCKHOLDER HAS SIGNIFICANT VOTING POWER AND MAY TAKE ACTIONS THAT
MAY NOT BE IN THE BEST INTERESTS OF ALL OTHER STOCKHOLDERS.

     The  Company's  majority  shareholder  is Sutton  Global  Associates,  Inc.
("Sutton  Global"),  which owns  approximately  47% of our common stock.  Sutton
Global is beneficially  owned and controlled by Isaac H. Sutton our Chairman and

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<PAGE>
President.  Mr. Sutton has voting and dispositive  control of the shares held by
Sutton Global. He may be able to exert  significant  control over our management
and affairs requiring  stockholder  approval,  including approval of significant
corporate  transactions.  This concentration of ownership may expedite approvals
of Company  decisions,  or have the effect of delaying or preventing a change in
control,  adversely  affect the market price of our common  stock,  or be in the
best interests of all our stockholders.

YOU COULD BE DILUTED FROM THE ISSUANCE OF ADDITIONAL  COMMON STOCK.

     As of August 25, 2010, there were 108,475,175 shares of common stock issued
and outstanding and no shares of preferred stock outstanding.  We are authorized
to issue up to  2,000,000,000  shares of common stock and 200,000,000  shares of
preferred  stock.  To the extent of such  authorization,  our Board of Directors
will have the ability, without seeking stockholder approval, to issue additional
shares of common stock or preferred  stock in the future for such  consideration
as the Board of Directors  may consider  sufficient.  The issuance of additional
common  stock or  preferred  stock in the future may reduce  your  proportionate
ownership and voting power.

RISKS RELATED TO OUR COMPANY

OUR RESULTS OF OPERATIONS,  FINANCIAL  CONDITION AND BUSINESS COULD BE HARMED IF
WE WERE UNABLE TO BALANCE CUSTOMER DEMAND AND CAPACITY.

     As customer  demand for our products  changes,  the Company must be able to
ramp up or adjust our  production  capacity to meet demand.  We are  continually
taking steps to address our manufacturing capacity needs for our products. If we
are not able to  increase  our  capacity  or if we  increase  our  capacity  too
quickly, our business and results of operations could be adversely impacted.  If
we experience  delays or unforeseen costs associated with adjusting our capacity
levels, we may not be able to achieve our financial targets.

OUR BUSINESS  MAY BE ADVERSELY  AFFECTED BY THE GLOBAL  ECONOMIC  DOWNTURN,  THE
CONTINUING  UNCERTAINTIES IN THE FINANCIAL MARKETS AND OUR, OR OUR CUSTOMERS' OR
SUPPLIERS' ABILITY TO ACCESS THE CAPITAL MARKETS.

     The global economy is currently in a pronounced  economic downturn.  Global
financial markets are continuing to experience  disruptions,  including severely
diminished liquidity and credit  availability,  declines in consumer confidence,
declines in economic  growth,  increases in unemployment  rates, and uncertainty
about economic stability. Given these uncertainties,  there is no assurance that
there  will not be  further  deterioration  in the  global  economy,  the global
financial markets and consumer  confidence.  We are unable to predict the likely
duration and severity of the current global economic  downturn or disruptions in
the financial markets. If economic conditions  deteriorate further, our business
and results of operations could be materially and adversely affected.

IF  WE  FAIL  TO  EVALUATE,  IMPLEMENT  AND  INTEGRATE  STRATEGIC  OPPORTUNITIES
SUCCESSFULLY, OUR BUSINESS MAY SUFFER.

     From time to time, we evaluate strategic  opportunities available to us for
product, technology or business acquisitions. If we choose to make acquisitions,
we face  certain  risks,  such as failure of the  acquired  business to meet our
performance  expectations,  diversion  of  management  attention,  retention  of
existing  customers of our current and acquired  businesses,  and  difficulty in
integrating  the acquired  business's  operations,  personnel  and financial and
operating systems into our current business.

     We may not be able to adequately  address these risks or any other problems
that arise from any future  acquisitions.  Any failure to successfully  evaluate
strategic  opportunities  and address risks or other problems that arise related
to any acquisition could adversely affect our business, results of operations or
financial condition.

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<PAGE>
WE FACE SIGNIFICANT CHALLENGES MANAGING OUR GROWTH.

     We will  transform  our  business  to support a global  components  and LED
lighting  product customer base. In order to manage our growth and change in our
strategy  effectively,  we must continue to: o maintain or contract for adequate
manufacturing facilities and equipment to meet customer demand;

     *    maintain a sufficient supply of raw materials to support our growth;
     *    expand  research  and  development,  sales  and  marketing,  technical
          support, distribution
     *    capabilities and administrative functions;
     *    expand the skills and capabilities of our current management team;
     *    add experienced senior level managers; and
     *    attract and retain qualified employees.

     While we intend to focus on  managing  our costs and  expenses  during  the
extremely  challenging  economic  environment,  over the long term, we expect to
invest  substantially  to support our growth and may have additional  unexpected
costs. We may not be able to expand quickly enough to exploit  potential  market
opportunities.

     In connection with our efforts to  cost-effectively  manage our growth,  we
will initially produce our products overseas and will rely on subcontractors for
production  capacity,  logistics support and certain  administrative  functions,
such  as  payroll  processing.   If  these  service  providers  do  not  perform
effectively,  we may not be able to achieve the  expected  cost  savings and may
incur additional  costs to correct errors or fulfill customer demand.  Depending
on the  function  involved,  such errors may also lead to  business  disruption,
processing  inefficiencies  or the loss of or  damage to  intellectual  property
through security breach,  or impact employee morale.  Our operations may also be
negatively  impacted if any of these service providers do not have the financial
capability to withstand the continuing financial downturn.

LITIGATION COULD ADVERSELY AFFECT OUR OPERATING RESULTS AND FINANCIAL CONDITION.

      We may  be  involved  in  patent  or  trademark  infringement  litigation.
Defending against potential litigation will likely require significant attention
and  resources  and,  regardless  of the outcome,  result in  significant  legal
expenses,  which could adversely  affect our results unless covered by insurance
or recovered from third parties. If our defenses are ultimately unsuccessful, or
if we are  unable to  achieve a  favorable  resolution,  we could be liable  for
damage awards that could  materially  adversely affect our results of operations
and financial condition.

OUR  BUSINESS  MAY BE  IMPAIRED BY CLAIMS  THAT WE, OR OUR  CUSTOMERS,  INFRINGE
INTELLECTUAL PROPERTY RIGHTS OF OTHERS.

     Vigorous   protection   and  pursuit  of   intellectual   property   rights
characterize  our industry.  These traits have resulted in significant and often
protracted  and  expensive  litigation.  Litigation to determine the validity of
patents  or  claims  by  third  parties  of  infringement  of  patents  or other
intellectual  property  rights could  result in  significant  legal  expense and
divert the  efforts  of our  technical  personnel  and  management,  even if the
litigation  results  in a  determination  favorable  to us.  In the  event of an
adverse result in such litigation, we could be required to:

     *    pay substantial damages;
     *    indemnify our customers;
     *    stop the manufacture, use and sale of products found to be infringing;
     *    incur asset impairment charges;
     *    discontinue the use of processes found to be infringing;
     *    expend significant  resources to develop  non-infringing  products and
          processes; and/or
     *    obtain a license to use third party technology.

                                       15
<PAGE>
     There can be no  assurance  that third  parties  will not attempt to assert
infringement claims against us, or our customers,  with respect to our products.
In  addition,  our  customers  may  face  infringement  claims  directed  to the
customer's  products that incorporate our products,  and an adverse result could
impair the customer's  demand for our products.  We may also promise  certain of
our  customers  that we will  indemnify  them in the event  they are sued by our
competitors for  infringement  claims directed to the products we supply.  Under
these indemnification  obligations,  we could be responsible for future payments
to  resolve  infringement  claims  against  them.  From time to time we  receive
correspondence asserting that our products or processes are or may be infringing
patents  or other  intellectual  property  rights of others.  If we believe  the
assertions may have merit or in other  appropriate  circumstances,  we will take
appropriate  steps to seek to  obtain a license  or to avoid  the  infringement.
However,  we cannot predict  whether a license will be available;  that we would
find the terms of any license  offered  acceptable;  or that we would be able to
develop  an  alternative  solution.  Failure  to obtain a  necessary  license or
develop an alternative solution could cause us to incur substantial  liabilities
and costs and to suspend the manufacture of affected products.

     In addition to patent  protection,  we also rely on trade secrets and other
non-patented  proprietary  information  relating to our product  development and
manufacturing activities. We try to protect this information through appropriate
efforts to maintain its secrecy, including requiring employees and third parties
to sign confidentiality agreements. We cannot be sure that these efforts will be
successful or that the confidentiality  agreements will not be breached. We also
cannot be sure  that we would  have  adequate  remedies  for any  breach of such
agreements or other  misappropriation  of our trade  secrets,  or that our trade
secrets  and  proprietary  know-how  will  not  otherwise  become  known  or  be
independently discovered by others.

IF WE ARE UNABLE TO  EFFECTIVELY  DEVELOP,  MANAGE  AND EXPAND OUR  DISTRIBUTION
CHANNELS FOR OUR PRODUCTS, OUR OPERATING RESULTS MAY SUFFER.

     We have expanded into new business  channels that are different  from those
that we have  historically  operated  in as we grow  our  business  and sell LED
lighting  products.  If  we  are  unable  to  effectively  penetrate  these  new
distribution  channels  to ensure our  products  are  reaching  the  appropriate
customer base, our financial results may be adversely impacted.  In addition, if
we successfully  penetrate these new distribution  channels, we cannot guarantee
that  customers  will accept our products or that we will be able to manufacture
and deliver them in the time line established by our customers.

IF OUR  PRODUCTS  FAIL TO  PERFORM  OR FAIL TO  MEET  CUSTOMER  REQUIREMENTS  OR
EXPECTATIONS,  WE COULD INCUR  SIGNIFICANT  ADDITIONAL  COSTS,  INCLUDING  COSTS
ASSOCIATED WITH THE RECALL OF THOSE ITEMS.

     The  manufacture of our products  involves  highly complex  processes.  Our
customers  specify quality,  performance and reliability  standards that we must
meet. If our products do not meet these standards, we may be required to replace
or rework the  products.  In some cases,  our  products  may contain  undetected
defects or flaws that only become evident after  shipment.  Even if our products
meet standard  specifications,  our customers may attempt to use our products in
applications they were not designed for or in products that were not designed or
manufactured  properly,  resulting in product  failures  and  creating  customer
satisfaction issues.

     If we experience product quality,  performance or reliability  problems and
defects or failures,  we may need to recall our  products.  These  recalls could
result  in  significant  losses  due to: o costs  associated  with the  removal,
collection and destruction of the product recalled;

     *    payments made to replace recalled product;
     *    a rise in warranty expense and costs associated with customer support;
     *    the write down or  destruction  of existing  inventory  subject to the
          recall;
     *    lost sales due to the unavailability of product for a period of time;
     *    delays, cancellations or rescheduling of orders for our products; or
     *    increased product returns.

     We also may be the target of product  liability  lawsuits  and could suffer
losses from a significant  product  liability  judgment against us if the use of
our products at issue is determined to have caused injury. A significant product

                                       16
<PAGE>
recall or product liability case could also result in adverse publicity,  damage
to our reputation, and a loss of customer confidence in our products.

THE  MARKETS  IN WHICH WE  OPERATE  ARE  HIGHLY  COMPETITIVE  AND HAVE  EVOLVING
TECHNICAL REQUIREMENTS.

      The markets for our products are highly competitive. In the LED market, we
compete with companies that manufacture or sell  nitride-based LED chips as well
as those that sell LED components.  Competitors are offering new blue, green and
white LEDs with aggressive  prices and improved  performance.  These competitors
may reduce  average sales prices  faster than we are able to reduce  costs,  and
competitive  pricing pressures may accelerate the rate of decline of our average
sales prices.

AS A RESULT  OF OUR  CONTINUED  EXPANSION  IN LED  COMPONENTS  AND LED  LIGHTING
PRODUCTS, OUR CUSTOMERS MAY REDUCE ORDERS.

      Through  acquisitions and organic growth,  we intend to continue to expand
in new markets for LED  lighting  products.  In these new  markets,  some of our
customers may perceive us as a competitor. In response, our customers may reduce
their orders for our products.  This reduction in orders could occur faster than
our  sales  growth  in these new  markets,  which  could  adversely  affect  our
business, results of operations or financial condition.

OUR  OPERATING  RESULTS  ARE  SUBSTANTIALLY  DEPENDENT  ON THE  DEVELOPMENT  AND
ACCEPTANCE OF NEW PRODUCTS.

      Our future success may depend on our ability to develop new and lower cost
solutions  for  existing  and new  markets  and for  customers  to accept  those
solutions. We must introduce new products in a timely and cost-effective manner,
and we must secure production orders for those products from our customers.  The
development of new products is a highly  complex  process,  and we  historically
have  experienced  delays in completing the development and  introduction of new
products.  The successful development and introduction of these products depends
on a number of factors, including the following:

     *    achievement of technology  breakthroughs required to make commercially
          viable devices;
     *    the accuracy of our predictions for market  requirements  and evolving
          standards;
     *    acceptance of our new product designs;
     *    acceptance of new technology in certain markets;
     *    the availability of qualified research and development personnel;
     *    our timely completion of product designs and development;
     *    our ability to expand sales and  influence  key customers to adopt our
          products;
     *    our  ability  to  develop  repeatable  processes  to  manufacture  new
          products in sufficient
     *    quantities and at low enough costs for commercial sales;

WE ARE SUBJECT TO RISKS RELATED TO INTERNATIONAL PURCHASES AND SALES.

     We  purchase  our  products  from  overseas  sources.   As  a  result,  our
international  sales and purchases are subject to numerous U.S. and foreign laws
and  regulations,   including,  without  limitation,  tariffs,  trade  barriers,
regulations relating to import-export control, technology transfer restrictions,
the International  Traffic in Arms Regulation  promulgated under the Arms Export
Control Act, the Foreign Corrupt  Practices Act and the anti-boycott  provisions
of the U.S. Export  Administration Act. If we fail to comply with these laws and
regulations,   we  could  be  liable  for  administrative,   civil  or  criminal
liabilities,  and in the extreme  case,  we could be suspended or debarred  from
government  contracts or our export  privileges could be suspended,  which could
have a material adverse effect on our business.

     International  sales and  purchases  are also subject to a variety of other
risks, including risks arising from currency fluctuations, collection issues and
taxes. Our international  sales are subject to variability as our selling prices
become less competitive in countries with currencies that are declining in value
against the U.S.  Dollar and more  competitive in countries with currencies that

                                       17
<PAGE>
are increasing in value against the U.S. Dollar. In addition,  our international
purchases  can become more  expensive  if the U.S.  Dollar  weakens  against the
foreign  currencies in which we are billed. We have not entered into any foreign
currency derivative  financial  instruments;  however, we may choose to do so in
the future in an effort to manage or hedge our foreign exchange rate risk.

CHANGES IN OUR EFFECTIVE  TAX RATE MAY HAVE AN ADVERSE  EFFECT ON OUR RESULTS OF
OPERATIONS.

     Our future  effective  tax rates may be  adversely  affected by a number of
factors  including:  o  changes  in  government  administrations,  such  as  the
Presidency and Congress of the

     *    U.S.  as well as in the  states  and  countries  in which we  operate,
          including the highly  predicted  expiration of the so-called "Bush Tax
          Cuts;"
     *    changes in tax laws or  interpretation of such tax laws and changes in
          generally
     *    accepted accounting principles;
     *    the  jurisdiction  in which  profits are  determined  to be earned and
          taxed;
     *    the  resolution  of  issues  arising  from  tax  audits  with  various
          authorities;
     *    changes in the valuation of our deferred tax assets and liabilities;
     *    adjustments  to  estimated  taxes upon  finalization  of  various  tax
          returns;
     *    increases  in expenses  not  deductible  for tax  purposes,  including
          write-offs of
     *    acquired   in-process  research  and  development  and  impairment  of
          goodwill
     *    in connection with acquisitions;
     *    changes in available tax credits;
     *    the recognition and measurement of uncertain tax positions;
     *    the lack of sufficient excess tax benefits (credits) in our additional
          paid in capital
     *    ("APIC")  pool in  situations  where our realized tax  deductions  for
          certain
     *    stock-based  compensation  awards (such as non-qualified stock options
          and restricted
     *    stock) are less than those originally anticipated; and
     *    the repatriation of non-U.S. earnings for which we have not previously
          provided for
     *    U.S.  taxes,  or any changes in  legislation  that may result in these
          earnings being taxed
     *    within the U.S., regardless of our decision regarding  repatriation of
          funds.

     For example,  current proposals have been made by various U.S. governmental
bodies to change the U.S. tax laws that include,  among other  things,  limiting
U.S. tax deductions for expenses related to un-repatriated foreign-source income
and  modifying  the U.S.  foreign tax credit  rules.  Although  the scope of the
proposed changes is unclear,  it is possible that these or other changes in U.S.
tax laws could increase our U.S.  income tax liability and adversely  affect our
profitability.  At this time,  we cannot  determine the timing that the proposed
changes, if enacted, are to become effective.

     Any significant  increase in our future effective tax rates could adversely
impact net income for future  periods.  In addition,  the  determination  of our
income tax provision  requires complex  estimations,  significant  judgments and
significant  knowledge and experience concerning the applicable tax laws. To the
extent  our  income  tax  liability  materially  differs  from  our  income  tax
provisions  and accruals  due to factors,  including  the above,  which were not
anticipated at the time we estimated our tax  provision,  our net income or cash
flows could be adversely affected.

IN ORDER TO COMPETE, WE MUST ATTRACT, MOTIVATE AND RETAIN KEY EMPLOYEES, AND OUR
FAILURE TO DO SO COULD HARM OUR RESULTS OF OPERATIONS.

                                       18
<PAGE>
     In order to compete,  we must attract,  motivate and retain  executives and
other key employees, including those in managerial,  technical, sales, marketing
and support positions.  Hiring and retaining qualified  executives,  scientists,
engineers, technical staff and sales personnel are critical to our business, and
competition  for experienced  employees in our industry can be intense.  To help
attract,  motivate and retain key employees, we may use stock-based compensation
awards such as non-qualified stock options and restricted stock. If the value of
such stock awards does not  appreciate,  as measured by the  performance  of the
price of our common stock, or if our share-based  compensation  otherwise ceases
to be viewed as a valuable benefit, our ability to attract,  retain and motivate
employees  could be  weakened,  which  could harm our  business  and  results of
operations.

OUR OPERATIONS IN FOREIGN COUNTRIES,  INCLUDING CHINA AND OTHER ASIAN COUNTRIES,
EXPOSE US TO CERTAIN RISKS INHERENT IN DOING BUSINESS INTERNATIONALLY, WHICH MAY
ADVERSELY AFFECT OUR BUSINESS, RESULTS OF OPERATIONS OR FINANCIAL CONDITION.

     As a result of our  operations,  manufacturing  facilities and  subcontract
arrangements in foreign  countries that expose us to certain risks. For example,
fluctuations in exchange rates may affect our revenues,  expenses and results of
operations  as well as the value of our assets and  liabilities  as reflected in
our financial statements. We are also subject to other types of risks, including
the following:

     *    protection of intellectual property and trade secrets;
     *    tariffs and other barriers;
     *    timing and availability of export licenses;
     *    rising labor costs;
     *    disruptions in the  infrastructure  of the foreign  countries where we
          operate;
     *    difficulties in accounts receivable collections;
     *    difficulties in staffing and managing international operations;
     *    the  burden of  complying  with  foreign  and  international  laws and
          treaties; and
     *    the burden of  complying  with and changes in  international  taxation
          policies.

     In addition, abrupt political change, terrorist activity and armed conflict
pose a risk of general economic  disruption in affected  countries,  which could
result in an adverse effect on our business and results of operations.

CATASTROPHIC EVENTS MAY DISRUPT OUR BUSINESS.

     A  disruption  or failure of our  systems or  operations  in the event of a
natural disaster or man-made catastrophic event could cause delays in completing
sales,  continuing  production or  performing  other  critical  functions of our
business,  especially  in the  case of a  single  site  for our  operations  and
assembly.  A catastrophic event that results in the destruction or disruption to
our supply  chain or any of our  critical  business  or  information  technology
systems could severely affect our ability to conduct normal business  operations
and, as a result, our operating results could be adversely affected.

OUR RESULTS OF OPERATIONS  COULD VARY AS A RESULT OF THE METHODS,  ESTIMATES AND
JUDGMENTS THAT WE USE IN APPLYING OUR ACCOUNTING POLICIES,  INCLUDING CHANGES IN
THE ACCOUNTING REGULATIONS TO BE APPLIED.

      The  methods,  estimates  and  judgments  that  we  use  in  applying  our
accounting policies have a significant impact on our results of operations. Such
methods,  estimates and judgments  are, by their nature,  subject to substantial
risks, uncertainties and assumptions,  and factors may arise over time that lead
us to change our methods,  estimates and  judgments.  Changes in those  methods,
estimates and judgments could significantly affect our results of operations.

      Likewise,  our results of operations may be impacted due to changes in the
accounting  rules  to be  applied,  such  as the  increased  use of  fair  value
measurement rules and the potential  requirement that U.S.  registrants  prepare
financial  statements  in  accordance  with  International  Financial  Reporting
Standards.

                                       19
<PAGE>
RISK FACTORS RELATED TO OUR COMMON STOCK

THERE IS NO LIQUID MARKET FOR OUR COMMON STOCK.

     Our  shares  are  traded  Over  the  Counter  and the  trading  volume  has
historically  been very low.  An active  trading  market  for our shares may not
develop or be sustained.  We cannot predict at this time how actively our shares
will trade in the public market or whether the price of our shares in the public
market will reflect our actual financial performance.

OUR COMMON STOCK PRICE HAS FLUCTUATED  CONSIDERABLY  AND STOCKHOLDERS MAY NOT BE
ABLE RESELL THEIR SHARES AT OR ABOVE THE PRICE AT WHICH SHARES WERE PURCHASED.

     The market price of our common stock may fluctuate significantly. From July
2007, the day we began trading publicly as LDVK, and July 31, 2010, the high and
low  price  for our  common  stock  has  been  $11.50  and  $0.0035  per  share,
respectively.  Our share price has  fluctuated  in response to various  factors.
Speculation in the press or investment  community about our strategic  position,
financial condition, results of operations, or significant transactions can also
cause changes in our stock price. In particular,  speculation  around our market
opportunities  for energy  efficient  lighting may have dramatic  effects on our
stock price,  especially as various  government  agencies announce their planned
investments in energy efficient technology, including lighting.

OUR COMMON STOCK MAY BE CONSIDERED A "PENNY STOCK" AND MAY BE DIFFICULT TO SELL.

     The SEC has adopted  regulations which generally define "penny stock" to be
an equity  security  that has a market  price of less than $5.00 per share or an
exercise price of less than $5.00 per share, subject to specific exemptions. The
market price of our common stock has been for much of its trading  history since
July 2007,  and may continue to be less than $5.00 per share,  and therefore may
be  designated  as a "penny  stock"  according  to SEC rules.  This  designation
requires  any broker or dealer  selling  these  securities  to disclose  certain
information  concerning  the  transaction,  obtain a written  agreement from the
purchaser  and determine  that the purchaser is reasonably  suitable to purchase
the  securities.  These rules may  restrict the ability of brokers or dealers to
sell our  common  stock and may affect the  ability of  investors  to sell their
shares.

COMPLIANCE  AND  CHANGING  REGULATIONS  AND  PUBLIC  DISCLOSURE  MAY  RESULT  IN
ADDITIONAL  EXPENSE.

     Changing laws,  regulations and standards relating to corporate  governance
and public disclosure may create uncertainty  regarding  compliance matters. New
or  changed   laws,   regulations   and   standards   are   subject  to  varying
interpretations  in many cases. As a result,  their  application in practice may
evolve over time. We are committed to  maintaining  high  standards of corporate
governance and public disclosure. Complying with evolving interpretations of new
or changed  legal  requirements  may cause us to incur higher costs as we revise
current practices,  policies and procedures,  and may divert management time and
attention from the  achievement of revenue  generating  activities to compliance
activities.  If our efforts to comply with new or changed laws,  regulations and
standards differ from the activities  intended by regulatory or governing bodies
due to uncertainties  related to practice,  our reputation might be harmed which
would could have a significant  impact on our stock price and our  business.  In
addition,  the ongoing  maintenance of these procedures to be in compliance with
these laws,  regulations and standards  could result in significant  increase in
costs.

OUR PRINCIPAL STOCKHOLDER HAS SIGNIFICANT VOTING POWER AND MAY TAKE ACTIONS THAT
MAY NOT BE IN THE BEST INTERESTS OF ALL OTHER STOCKHOLDERS.

     The  Company's  majority  shareholder  is Sutton  Global  Associates,  Inc.
("Sutton  Global"),  which owns  approximately  47% of our common stock.  Sutton
Global is beneficially  owned and controlled by Isaac H. Sutton our Chairman and
President.  Mr. Sutton has voting and dispositive  control of the shares held by
Sutton Global. He may be able to exert  significant  control over our management
and affairs requiring  stockholder  approval,  including approval of significant
corporate  transactions.  This concentration of ownership may expedite approvals

                                       20
<PAGE>
of Company  decisions,  or have the effect of delaying or preventing a change in
control,  adversely  affect the market price of our common  stock,  or be in the
best interests of all our stockholders.

YOU COULD BE DILUTED FROM THE ISSUANCE OF ADDITIONAL  COMMON STOCK.

     As of August 25, 2010, there were 108,475,175 shares of common stock issued
and outstanding and no shares of preferred stock outstanding.  We are authorized
to issue up to  2,000,000,000  shares of common stock and 200,000,000  shares of
preferred  stock.  To the extent of such  authorization,  our Board of Directors
will have the ability, without seeking stockholder approval, to issue additional
shares of common stock or preferred  stock in the future for such  consideration
as the Board of Directors  may consider  sufficient.  The issuance of additional
common  stock or  preferred  stock in the future may reduce  your  proportionate
ownership and voting power.

ITEM 2. PROPERTIES.

     The Company does not own any real estate.

     On July 1, 2010, the Company relocated its principal executive offices from
New York City to 6801 Eastern Avenue, Suite 203, Baltimore,  Maryland 21224. Our
new offices contain  approximately 2,000 square feet under a written lease for a
term of three years at an annual rent of $23,000.

ITEM. 3 LEGAL PROCEEDINGS.

      The  Company is not the subject of any pending  legal  proceedings  to the
knowledge of  management,  nor is there any presently  contemplated  against the
Company by any federal,  state,  or local  government  agency.  Further,  to the
knowledge  of  management,  no director or  executive  officer is a party to any
action in which his interest is adverse to the Company.

ITEM 4. (REMOVED AND RESERVED)

                                     PART II

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

     As of the date of this Annual Report,  the Company's Common Stock is quoted
on the Pink  Sheets  under the symbol  "LDVK.PK."  The market for the  Company's
Common Stock is limited,  volatile  and sporadic and the price of the  Company's
Common  Stock could be subject to wide  fluctuations  in  response to  quarterly
variations in operating results,  news announcements,  trading volume,  sales of
Common Stock by officers,  directors and principal  shareholders of the Company,
general  market  trends,  changes in the  supply  and  demand for the  Company's
shares,  and other  factors.  Our Common Stock was not traded on any exchange or
quoted on any quotation service in 2006. The following table sets forth the high
and low sales prices for each quarter relating to the Company's Common Stock for
the last two fiscal years. These quotations reflect  inter-dealer prices without
retail  mark-up,   markdown,   or  commissions,   and  may  not  reflect  actual
transactions.

                                       21
<PAGE>
               Fiscal 2007                    High           Low
               -----------                    ----           ---
               First Quarter (1)           $  10.00       $  5.50
               Second Quarter (1)          $  15.00       $  5.50
               Third Quarter (1)           $   6.00       $   .675
               Fourth Quarter (1)          $   1.25       $   .080

               Fiscal 2008                    High           Low
               -----------                    ----           ---
               First Quarter (1)           $    .65       $   .02
               Second Quarter (1)          $    .40       $   .04
               Third Quarter (1)           $    .40       $   .04
               Fourth Quarter (1)          $    .19       $   .01

               Fiscal 2009                    High           Low
               -----------                    ----           ---
               First Quarter (2)           $    .130      $   .0100
               Second Quarter (1)          $    .020      $   .0021
               Third Quarter (1)           $    .015      $   .0023
               Fourth Quarter (1)          $    .012      $   .0024

----------
(1)  This  represents  the  closing  bid  information  for the stock on the Pink
     Sheets. The bid and ask quotations  represent prices between dealers and do
     not include  retail markup,  markdown or commission.  They do not represent
     actual  transactions  and have not been  adjusted  for stock  dividends  or
     splits.
(2)  This represents the closing price for the stock on the Pink Sheets.

        Our common stock is considered a "penny  stock." The  application of the
"penny stock" rules to our common stock could limit the trading and liquidity of
the common  stock,  adversely  affect the market  price of our common  stock and
increase your transaction costs to sell those shares. The Commission has adopted
regulations  which  generally  define a "penny stock" to be any equity  security
that has a market price (as defined) of less than $5.00 per share or an exercise
price of less than $5.00 per share, subject to certain exceptions.

        Shareholders should be aware that, according to SEC Release No. 34-29093
dated April 17,  1991,  the market for penny stocks has suffered in recent years
from  patterns  of fraud and abuse.  Such  patterns  include  (1) control of the
market for the security by one or a few broker-dealers that are often related to
the promoter or issuer; (2) manipulation of prices through prearranged  matching
of purchases and sales and false and misleading press releases;  (3) boiler room
practices   involving   high-pressure   sales  tactics  and  unrealistic   price
projections  by  inexperienced  sales  persons;  (4) excessive  and  undisclosed
bid-ask  differential  and  markups  by  selling  broker  dealers;  and  (5) the
wholesale dumping of the same securities by promoters and  broker-dealers  after
prices  have been  manipulated  to a desired  level,  along  with the  resulting
inevitable  collapse of those prices and with consequent  investor  losses.  The
occurrence of these  patterns or practices  could increase the volatility of our
share price.

        Our management is aware of the abuses that have occurred historically in
the penny stock market.

HOLDERS

     As of August 25, 2010, there were  approximately 125 shareholders of record
of the Company's Common Stock.

DIVIDENDS

     The Company has not declared any cash  dividends with respect to its common
stock or preferred stock during the last two fiscal years and does not intend to
declare dividends in the foreseeable future. There are no material  restrictions

                                       22
<PAGE>
limiting or that are likely to limit the  Company's  ability to pay dividends on
its outstanding securities.

RECENT ISSUANCE OF UNREGISTERED SECURITIES

     On August 17, 2007,  the Company  effected a 2:1 forward stock split of its
issued and outstanding shares of common stock. The share numbers below have been
adjusted for such stock split.  Since  October 20, 2006,  the Company has issued
the following  common stock without  registration  under the  Securities  Act of
1933:

     On February 7, 2007 the United States  Bankruptcy Court for the District of
Maine  entered an order  confirming  the  December 12, 2006  agreement  with the
Debtor whereby,  there were 40,000,000  (post forward stock split)  unrestricted
shares of the Company's Common Stock issued to creditors and plan participants.

     On  June  19,  2007,  the  Company  issued  24,196  common  shares  for the
acquisition of CyberSentry. This investment was assessed to have no value.

     On July 30, 2007,  the Company issued  2,055,710  shares of common stock to
unrelated parties for $10,000 in services.

      October 1, 2007, the Company issued  4,325,000  shares of common stock for
$64,875  which was for  repayment of advisory  fees payable to a related  party,
Ludvik Nominees Pty Ltd., an entity controlled by Frank Kristan,  who at time of
issuance was the President of the Company.

     On October 3, 2007,  the Company issued  10,000,000  shares of common stock
for  $150,000  which was for  repayment  of advisory  fees  payable to a related
party, Ludvik Nominees Pty Ltd.

     On January 15, 2008, the Company issued  15,000,000  shares of common stock
for  $225,000  which was for  repayment  of advisory  fees  payable to a related
party, Ludvik Nominees Pty Ltd.

      June 27, 2008,  the Company  issued  3,069,269  shares of common stock for
$44,375  which was for  repayment of advisory  fees payable to a related  party,
Ludvik Nominees Pty Ltd.

     On  February 1, 2009,  the Company  issued  5,000,000  common  shares to an
unrelated party, for $50,000 in services.

     From May 31, 2010 through July 30, 2010 the Company sold 29,000,000  Common
Shares for $290,000.

     The Company did not utilize or engage a principal underwriter in connection
with any of the above securities  transactions.  The 40,000,000 shares issued on
February 7, 2007, were issued based on a court order issued by the United States
Bankruptcy  Court,  District of Maine,  Case No.  04-20328,  issued  pursuant to
Section  1145  of  the  Bankruptcy  Code,  and,   therefore,   did  not  require
registration under Section 5 of the Securities Act of 1933, as amended.

     Management  believes that, except for the 40,000,000 shares issued pursuant
to the  bankruptcy  preceding,  all of above  shares of common stock were issued
pursuant to the exemption from registration under Section 4(2) of the Securities
Act of 1933, as amended.

ITEM 6. SELECTED FINANCIAL DATA.

     Not applicable.

                                       23
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION.

CAUTIONARY FORWARD - LOOKING STATEMENT

     The following  discussion  should be read in conjunction with our financial
statements and related notes.

     Certain matters  discussed  herein may contain  forward-looking  statements
that are  subject  to risks and  uncertainties.  Such  risks  and  uncertainties
include, but are not limited to, the following:

     *    the volatile and competitive nature of our industry,
     *    the uncertainties surrounding the rapidly evolving markets in which we
          compete,
     *    the uncertainties surrounding technological change of the industry,
     *    our dependence on its intellectual property rights,
     *    the success of marketing efforts by third parties,
     *    the changing demands of customers and
     *    the arrangements with present and future customers and third parties.

     Should one or more of these risks or  uncertainties  materialize  or should
any of the underlying assumptions prove incorrect, actual results of current and
future  operations  may vary  materially  from those  anticipated.  See also the
disclosures under "Cautionary Statement" following the Table of Contents in this
Annual Report.

RESULTS OF OPERATIONS - AS OF DECEMBER 31, 2009 AND 2008

     There have been limited operations since inception until December 31, 2006.
The Company was formed pursuant to a court order in the United States Bankruptcy
Court, District of Maine in Case No. 04-20328. The Company had no operations and
had $-0- in cash and cash  equivalents as of December 31, 2009,  2008,  2007 and
2006. In 2009 and 2008, the Company  incurred  expenses  related to professional
fees and  consulting  compensation  to Ludvik  Nominees  Pty.,  Ltd.,  a company
controlled by our then President, Frank Kirstan.

ITEM 8. FINANCIAL STATEMENTS.

     Our financial  statements and supplementary  data may be found beginning at
Page F-1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.

     On  June  2,  2010,  the  Company  engaged  Sherb  & Co.  LLP as its  first
certifying  auditors.  Sherb & Co. is located at 805 Third Avenue, New York, New
York.

ITEM 9A. CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

     Since the Company has  securities  registered  pursuant to Section 12(g) of
the Securities Exchange Act of 1934 ("Exchange Act"), the Company is responsible
for maintaining, and management is responsible for evaluating, the effectiveness
of,  disclosure  controls and  procedures  as provided in Rule  13a-15(e) of the
Exchange Act. Item 307 of the SEC's  Regulation  S-K requires that our principal
executive and principal  financial  officer  evaluate the  effectiveness  of the
design  and  operation  of our  disclosure  controls  and  procedures.  The term
"disclosure  controls and  procedures,"  as defined in Rules 13a-15(e) under the
Securities and Exchange Act of 1934, as amended ("Exchange Act"), means controls
and other  procedures of a company that are designed to ensure that  information
required to be disclosed by the company in the reports it files or submits under
the Exchange Act is recorded,  processed,  summarized  and reported,  within the
time periods  specified in the  Securities and Exchange  Commission's  rules and
forms.  Disclosure  controls and procedures  also include,  without  limitation,
controls and  procedures  designed to  ensure that  information  required  to be

                                       24
<PAGE>
disclosed  by a  company  in the  reports  that it files or  submits  under  the
Exchange  Act is  accumulated  and  communicated  to the  company's  management,
including its principal executive and principal  financial officers,  or persons
performing  similar  functions,  as  appropriate,   to  allow  timely  decisions
regarding required disclosure. Unfortunately, our prior management, which was in
control of the Company  during fiscal year 2009,  did not have any such controls
in place during our fiscal year ended December 31, 2009. Therefore,  we conclude
that our disclosure  controls and procedures were ineffective as of December 31,
2009, as evidenced by, among others things,  the late filing of our Exchange Act
reports.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

     Our management is responsible for  establishing  and  maintaining  adequate
internal  control over  financial  reporting as defined in Rules  13a-15(f)  and
15d-15(f)  under the Exchange Act. A company's  internal  control over financial
reporting is designed 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.   A
company's internal control over financial  reporting includes those policies and
procedures that:

     (1)  pertain  to the  maintenance  of  records  that in  reasonable  detail
          accurately and fairly reflect the transactions and dispositions of our
          assets;

     (2)  provide  reasonable   assurance  that  transactions  are  recorded  as
          necessary to permit preparation of financial  statements in accordance
          with U.S. GAAP, and that our receipts and  expenditures are being made
          only in  accordance  with  the  authorization  of our  management  and
          directors; and

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

     Because  of its  inherent  limitations,  internal  control  over  financial
reporting  may not prevent or detect  misstatements.  Also,  projections  of any
evaluation  of  effectiveness  to future  periods  are  subject to the risk that
controls may become  inadequate  because of changes in  conditions,  or that the
degree of compliance with the policies or procedures may deteriorate.

     Unfortunately,  our prior  management did not evaluate our internal control
over  financial  reporting as of December  31, 2009,  because the Company had no
such internal control over financial  reporting.  Notwithstanding  the Company's
lack of internal control over financial reporting, our prior principal executive
and principal financial officers did not make any such evaluation. Therefore, it
follows that our internal  control over financial  reporting was  ineffective at
the end of our fiscal year ended December 31, 2009.

CHANGES IN INTERNAL CONTROL

     No changes to our  nonexistent  internal  control over financial  reporting
were made during the fiscal year ended December 31, 2009.

                                       25
<PAGE>
                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The Company's directors and executive officers,  and their ages as of August 16,
2010 are as follows:

   Name                   Period             Age          Position(s)
   ----                   ------             ---          -----------

Frank Kristan     10/20/2006 to 3/31/2010    51    Chairman of the Board of
                                                   Directors President and Chief
                                                   Executive Officer Secretary
                                                   and Treasurer.

Isaac H. Sutton   3/31/2010 to Present       56    Chairman of the Board of
                                                   Directors President and
                                                   Secretary.

Michael Haug      7/1/2010 to present        43    Chief Executive Officer.

MICHAEL F. HAUG, 43, CHIEF EXECUTIVE OFFICER

     As an  experienced  insurance  and  financial  representative  since  1993,
Michael  has worked  for well  known  companies  such as  Liberty  Mutual,  John
Hancock,  and AIG. He also formed his own insurance  agencies  called  Financial
Solutions in 1999 and Z-Group  International  in 2007.  In 2007  Michael  became
heavily involved in commercial  lighting,  working as consultant to Global Green
Works and later AEI lighting.  A graduate of The University of Baltimore in 1990
in Business  Administration,  Michael has always had a passion for businesses to
improve their Leadership in Energy & Environmental Design (LEED). His motivation
and  mission in life has been green  projects  and  energy  efficient  lighting.
Michael is proud to bring  lighting  education to the  forefront.  He has helped
municipalities,  private  enterprises,  and  schools  save  money and  energy by
increasing their awareness of energy efficient  lighting.  Michael also has been
affiliated  with many LEED programs to stay on top of the ever  changing  energy
environment.  This  diversification  has helped propel Michael to the top of the
financial and energy lighting work place.

ISAAC H. SUTTON, 56, PRESIDENT AND SOLE DIRECTOR

     Mr.  Sutton is a media-savvy  strategic  marketing  executive.  He combines
in-depth global  marketing  experience with practical  business  knowledge.  His
experience includes founding positions at Aprica Juvenile Products, Fusen Usagi,
Inc., Exus Networks, Inc., Starinvest Group, Inc., and, presently,  GoIP Global,
Inc. His career began at I.S. Sutton & Sons,  Inc., an importer of products from
the Far East. In 1978, he managed a major Ronald  McDonald import Doll Promotion
for one year  overseas at the age of 24.  Examples of his  innovative  marketing
work  and  vision  can be seen in the  companies  he  founded.  His  goal-driven
accomplishments   in  Uzbekistan  drew  upon  his   considerable   aptitudes  to
successfully  implement a World Bank  project  designed to assist the country in
increasing its GNP for cotton.  Media and  information has been Ike's vision and
goal during the past several  years.  Rooted in the belief that  technology  can
facilitate   supplying   knowledge   and   information   throughout   the  world
inexpensively,  GoIP was  founded.  Based on this  premise and the  licensing of
various worldwide technologies, GoIP will deliver information and education over
cell phones.  From 2001 through 2006, Ike was the CEO of Starinvest Group, Inc.,
a public  company  elected to be a "Business  Development  Company," one of less
than 50 in the United States.  Mr Sutton earned his Bachelor of Arts degree from
Pace University in New York.

FRANK KRISTAN, 51, FORMER PRESIDENT

     Mr. Kristan served as the Company's  President and Chief Executive  Officer
from  October  20,  2006,  until  March 31,  2010.  Mr.  Kristan is  currently a
part-time consultant to the Company in charge of new business  development.  Mr.
Kristan  is the  President  of  Ludvik  Nominees  Pty Ltd and was  formerly  the
President and CEO of Patriot  Advisors,  Inc. Patriot Advisors provided business
advisory services to investment funds,  corporations and individuals.  From 1994

                                       26
<PAGE>
to  2004,  Patriot  Advisors  managed  funds on  behalf  of  private  companies,
producing  an  internal  rate of return in excess of 25% per annum  during  that
period. At the time Mr. Kristan concluded his involvement with the funds,  total
assets  under  management  exceeded  $50  million.  Patriot  Advisors  had  also
performed on guarantees to deliver financing in excess of $ 50 million. Over the
ten year  period,  Patriot  Advisors  had  focused  its  business  advisory  and
management efforts primarily on companies in the technology,  telecommunications
and internet related industries.  Prior to forming Patriot Advisors, Mr. Kristan
was the Principal and CEO of Kristan  Associates,  a financial  consulting  firm
providing  business advisory services for the  telecommunications  and financial
services industries. Mr. Kristan began his career at Affiliated Computer Systems
where he provided  computer  and  operational  advisory  services to banking and
financial services institutions involved in merger and acquisition transactions.
Mr. Kristan earned his BS in Mathematics from University of Western Australia.

DIRECTORSHIPS

     No  Director  of the  Company  or  person  nominated  or chosen to become a
Director holds any other  directorship in any company with a class of securities
registered pursuant to Section 12 of the 1934 Act or subject to the requirements
of Section  15(d) of such Act or any other  company  registered as an investment
company under the Investment Company Act of 1940.

EMPLOYMENT CONTRACTS

     On July 1, 2010,  the Company  entered  into an  employment  contract  with
Michael  Haug,  our  Chief  Executive  Officer,  for a one year term with a base
salary of $84,000 per year. In addition,  the Company agreed to issue  2,000,000
shares of common  stock to Mr.  Haug as a signing  bonus and such shares vest at
the end of the term of the agreement and have not been issued to date.  Mr. Haug
will also be  entitled to  participate  in the  Company's  health care and bonus
plans when implemented but not later than December 31, 2010.

SIGNIFICANT EMPLOYEES

     No other significant employees exist.

FAMILY RELATIONSHIPS

     There  are no  family  relationships  between  or among  our  officers  and
directors.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

     During the past ten years, no present director, executive officer or person
nominated to become a director or an executive officer of the Company:

     (1)  was a general  partner or executive  officer of any  business  against
          which any  bankruptcy  petition  was filed,  either at the time of the
          bankruptcy or two years prior to that time;

     (2)  was  convicted in a criminal  proceeding or named subject to a pending
          criminal  proceeding  (excluding  traffic  violations  and other minor
          offenses);

     (3)  was  subject  to any  order,  judgment  or  decree,  not  subsequently
          reversed,   suspended   or   vacated,   of  any  court  of   competent
          jurisdiction,   permanently   or   temporarily   enjoining,   barring,
          suspending  or  otherwise  limiting  his  involvement  in any  type of
          business, securities or banking activities; or

     (4)  was found by a court of competent  jurisdiction  (in a civil  action),
          the  Securities  and  Exchange  Commission  or the  Commodity  Futures
          Trading  Commission to have violated a Federal or state  securities or
          commodities law, and the judgment has not been reversed,  suspended or
          vacated.

                                       27
<PAGE>
AUDIT COMMITTEE FINANCIAL EXPERT AND IDENTIFICATION OF AUDIT COMMITTEE

     The Company has no separately  designated standing audit committee or other
committee performing similar functions. The Board of Directors acts as the audit
committee.  None of the  directors  qualifies  as an Audit  Committee  Financial
Expert.

MATERIAL CHANGES TO THE METHOD BY WHICH THE SHAREHOLDERS MAY RECOMMEND  NOMINEES
TO THE BOARD OF DIRECTORS

     None.

SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive  officers,  directors and persons who own more than ten percent of the
Company's Common Stock, to file initial reports of beneficial  ownership on Form
3,  changes  in  beneficial  ownership  on  Form 4 and an  annual  statement  of
beneficial ownership on Form 5, with the SEC. Such executive officers, directors
and greater than ten percent  shareholders  are required by SEC rules to furnish
the Company  with  copies of all such forms that they have filed.  No one on the
Company's management team was delinquent on such filings in 2009.

CODE OF BUSINESS CONDUCT AND ETHICS

           The  Company  has  adopted  a Code of  Business  Conduct  and  Ethics
applicable to its officers, including its principal executive officer, principal
financial  officer,  principal  accounting  officer or controller  and any other
persons performing  similar functions.  The Code will be provided free of charge
by the Company to interested  parties upon request.  Requests  should be made in
writing and  directed  to the Company at the  following  address:  6801  Eastern
Avenue, Suite 203, Baltimore, Maryland 21224.

ITEM 11. EXECUTIVE COMPENSATION.

     The  following  table sets  forth the  aggregate  compensation  paid by the
Company to Frank  Kristan,  who was the only  officer or director of the Company
during the periods indicated:

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                  Non-Equity
                                                                  Incentive    Nonqualified    All
Name and                                                            Plan        Deferred      Other
Principal                                   Stock       Option     Compen-       Compen-      Compen-
Position       Year   Salary     Bonus      Awards      Awards     sation        sation       sation(1)    Totals(1)
-----------    ----   ------     -----      ------      ------     ------        ------       ---------    ---------
<S>             <C>       <C>       <C>          <C>        <C>        <C>           <C>         <C>         <C>

Frank          2009    $ 0        $  0       $  0        $  0       $  0          $   0      $360,000      $360,000
Kristan,       2008    $ 0        $  0       $  0        $  0       $  0          $   0      $360,000      $360,000
President      2007    $ 0        $  0       $  0        $  0       $  0          $   0      $360,000      $360,000
and CEO
</TABLE>

----------
(1)  Represents  consulting  fees paid to Ludvik  Nominees Pty.  Ltd., a company
     owned and controlled by Mr.  Kristan.  For the year ended December 31, 2008
     and 2007, respectively, the Company issued 18,069,269 and 14,325,000 shares
     to Ludvik Nominees Pty. Ltd. valued at $9,027,708 and $14,468,251, in which
     $269,375 and $214,875 was for repayment of advisory fees and $8,756,669 and
     $14,253,376 was recorded as stock based compensation.

STOCK OPTIONS AND WARRANTS

     There were no stock options or warrants outstanding on December 31, 2009

OPTION/SAR GRANTS TABLE

     There were no stock  options/SARS  granted under the Company's stock option
plans to executive officers and directors during fiscal 2009.

                                       28
<PAGE>
AGGREGATE OPTION/SAR EXERCISES AND FISCAL YEAR-END OPTION/SAR VALUE TABLE

     There were no exercises of stock  options/SAR by executive  officers during
fiscal 2009.

LONG-TERM INCENTIVE PLAN AWARDS

     There were no long-term incentive plan awards made during fiscal 2009.

COMPENSATION OF DIRECTORS

     The  Company has no formal or standard  compensation  arrangement  with the
members of its Board of Directors or with committee members.

REPRICING OPTIONS

     During the fiscal year ended December 31, 2009, the Company did not reprice
any stock options.

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

The  following  tables  set  forth  certain  information   regarding  beneficial
ownership  of the  Company's  capital  stock as of August  16,  2010 by (i) each
person who is known by the Company to beneficially own more than five percent of
any class of the Company's capital stock,  (ii) each of the Company's  directors
and executive  officers,  and (iii) all directors and executive  officers of the
Company as a group.

                 Name and Address of           Amount and Nature of    Percent
Title of Class    Beneficial Owner             Beneficial Ownership    of Class
--------------    ----------------             --------------------    --------

Common Stock   Isaac H. Sutton (1)                 50,723,310            46.8%
               Sutton Global Associates, Inc.
               475 Park Ave South 30th FL
               New York, New York 10016

Common Stock   Frank Kristan (2)                    8,538,490             7.9%
               Ludvik Nominees Pty., Ltd
               1220 N Market Street
               Wilmington, DE 19901

Common Stock   Michael Haug                                0              0.00%
               6801 Eastern Ave.
               Suite 203
               Baltimore, Maryland 21224

Common Stock   The Expanse Enterprises, LLC (3)   12,000,000             11.60%
               an Illinois limited liability
               company
               918 Knollwood
               Buffalo Grove, IL 60089

Common Stock   BuzzBahn LLC (4)                   12,000,000             11.60%
               6800 Jericho Turnpike
               Syosset, NY 11791

Common Stock   All Executive Officers and         50,723,310             46.80%
               Directors as a Group (1 person)

----------
(1)  Mr. Sutton has sole voting and dispositive power over these shares since he
     owns a majority of the common stock of Sutton Global Associates, Inc.
(2)  Mr. Kristan is the  controlling  member of Lud,vik  Nominees Pty., Ltd. and
     has sole voting and dispositive power over these shares.
(3)  Ryan Goulding has sole voting and dispositive power over these shares as he
     has a  controlling  interest  in The Expanse  Enterprises,  LLC an Illinois
     limited liability company.
(4)  David Miller has sole voting and dispositive  power over these shares as he
     is the managing member of BuzzBahn LLC.

                                       29
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
         INDEPENDENCE.

     Ludvik  Nominees,  Pty, Ltd. was the  exclusive  adviser to Company for the
period October 10, 2006 through March 31, 2010.  Ludvik Nominees Pty Ltd is 100%
owned by Frank Kristan, our former President and Chief Executive Officer. During
the period from  inception  to March 31, 2010 Ludvik  Nominees was an advisor to
the  Company,  fees were  charged  quarterly.  A total of  $2,017,417  including
interest was billed.  $484,250 was converted to 32,394,269 shares and $1,503,167
remains owing.

     Mr Isaac H.  Sutton the  Company's  President  and Sole  Director is also a
shareholder in SavWatt Industries,  LLC and a debtor of the Company. Mr Isaac H.
Sutton the Company's President and Sole Director is a beneficial owner in Sutton
Global  Associates,  Inc and GoIP Global, Inc both companies which have provided
short  term  loans to the  Company.  Mr Sutton  has  entered  into a  consulting
agreement at $60,000 per annum.

     We do not have any independent directors or director committee members.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

INDEPENDENT PUBLIC ACCOUNTANTS

     On June 2, 2010, the Company engaged Sherb & Co. LLP, 805 Third Avenue, New
York,  New York as its  certifying  auditors  to audit the  Company's  financial
statements  for the fiscal years ended December 31, 2009,  2008,  2007 and 2006.
Prior to such engagement, the Company had not engaged a certifying audit firm.

     (1) Audit Fees. For the fiscal years ended December 31, 2009, the Company's
auditors  charged us $2,500 for  services  rendered  for the audit of our annual
financial statements.

     (2)  Audit-Related  Fees.  For the fiscal year ended December 31, 2009, our
auditors  charged us  approximately  $1,700 for  review  services  for the three
quarters in 2009.

     (3) Tax Fees. Our auditors did not provide tax compliance,  tax advice,  or
tax planning advice for the fiscal year ended December 31, 2009

     (4) All Other Fees. None.

     (5) Audit Committee's Pre-Approval Policies and Procedures. The Company had
no audit committee during the fiscal year ended December 31, 2009; hence,  there
were no pre-approval policies or procedures in effect during such fiscal year.

                                       30
<PAGE>
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

     See the  Exhibts  Index  below for a list of  exhibits  attached  hereto or
incorporated by reference pursuant to Item 601 of Regulation S-B.

                                  EXHIBIT INDEX

Exhibit                            Description
-------                            -----------

14*             Code of Business Conduct Ethics

21*             Subsidiaries of the Company

31.1**          Certification of Principal  Executive and Principal Officer
                Pursuant to 18 U.S.C. Section 1350

32.1**          906 Certification of Principal Executive and Financial Officer

----------
*    Exhibits  incorporated  herein by reference to Company's  Form 10-K for the
     fiscal Year Ended  December 31, 2006,  filed with the  Commission on August
     17, 2010.
**   Filed herewith

                                       31
<PAGE>
                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of
1934,  the  Registrant has duly caused this Amendment No. 2 to the Annual Report
on Form 10-K for the fiscal  year ended  December  31,  2009 to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                 SavWatt USA, Inc.


Dated: January 24, 2011               /s/ Isaac H. Sutton
                                      ------------------------------------------
                                 By:  Isaac H. Sutton
                                 Its: President and Chief Financial Officer

     In accordance with the Securities  Exchange Act of 1934, this Amendment No.
2 to the Annual Report on Form 10-K for the fiscal year ended  December 31, 2009
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated.


Dated: January 24, 2011               /s/ Isaac H. Sutton
                                      ------------------------------------------
                                 By:  Isaac H. Sutton
                                 Its: President, Chief Financial Officer
                                      and Director (Principal Executive Officer)
                                      (Principal Financial Officer and
                                      (Principal Accounting Officer)

                                       32
<PAGE>
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders of SavWatt USA, Inc.
(f/k/a Ludvik Capital, Inc.
(A Development Stage Company):

We have  audited the  accompanying  balance  sheets of SavWatt USA,  Inc.  f/k/a
Ludvik Capital,  Inc. (A Development  Stage Company) as of December 31, 2009 and
December 31,  2008,  and the related  statements  of  operations,  stockholders'
deficit,  and cash flows for the years ended  December 31, 2009 and 2008 and for
the period from  inception,  October 20, 2006 through  December 31, 2009.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  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
controls over financial reporting. Our audits included consideration of internal
control over financial  reporting as a basis for designing audit procedures that
are appropriate in the  circumstances,  but not for the purpose of expressing an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a  test  basis,  evidence  supporting  the  amounts  and  disclosures  in the
financial statements. An audit also includes assessing the accounting principles
used and  significant  estimates made by  management,  as well as evaluating the
overall  presentation  of the financial  statements.  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 SavWatt USA, Inc. f/k/a Ludvik
Capital,  Inc. at December 31, 2009 and 2008,  and the results of operations and
cash flows from  inception,  October 20, 2006  through  December  31,  2009,  in
conformity with accounting principles generally accepted in the United States of
America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial   statements,   the  Company  has  incurred  significant  losses  from
operations.  These issues raise  substantial doubt about its ability to continue
as a going  concern.  Management's  plans in  regard to these  matters  are also
described in Note 2. These  financial  statements do not include any adjustments
that might result from the outcome of this uncertainty.


                                                            /s/ Sherb & Co., LLP
                                                    ----------------------------
                                                    Certified Public Accountants

New York, New York
August 10, 2010

                                      F-1
<PAGE>
                                SavWatt USA, Inc.
                           f/k/a Ludvik Capital, Inc.
                          (A Development Stage Company)
                                 BALANCE SHEETS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                December 31,           December 31,
                                                                    2009                   2008
                                                                ------------           ------------
<S>                                                             <C>                    <C>
ASSETS

      TOTAL ASSETS                                              $         --           $         --
                                                                ============           ============

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
  Shareholder loan payable                                      $    685,750           $    325,750
  Accrued interest - shareholder                                     429,082                244,646
                                                                ------------           ------------
      TOTAL LIABILITIES                                            1,114,832                570,396
                                                                ------------           ------------

STOCKHOLDERS' DEFICIT
  Common stock, $0.0001 par value, 100,000,000 shares
   authorized, 79,474,175 and 74,474,175 shares issued
   and outstanding, respectively                                       7,947                  7,447
  Additional paid-in capital                                      35,256,348             34,856,847
  Accumulated deficit during development stage                   (36,379,127)           (35,434,690)
                                                                ------------           ------------
      TOTAL STOCKHOLDERS' DEFICIT                                 (1,114,832)              (570,396)
                                                                ------------           ------------

      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT               $         --           $         --
                                                                ============           ============
</TABLE>


                                      F-2
<PAGE>
                                SavWatt USA, Inc.
                           f/k/a Ludvik Capital, Inc.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                   From Inception
                                                   For The Year Ended             (October 20, 2006)
                                             --------------------------------          through
                                             December 31,        December 31,        December 31,
                                                2009                2008                2009
                                            ------------        ------------        ------------
<S>                                         <C>                 <C>                 <C>
REVENUES                                    $         --        $         --        $         --
                                            ------------        ------------        ------------

EXPENSES
  General and administrative                          --                  --              17,411
  Professional fees                              410,000             360,000           1,232,600
  Stock based compensation                       350,001           8,756,668          34,700,044
                                            ------------        ------------        ------------
      Total Expenses                             760,001           9,116,668          35,950,055
                                            ------------        ------------        ------------

LOSS FROM OPERATIONS                            (760,001)         (9,116,668)        (35,950,055)
                                            ------------        ------------        ------------

OTHER INCOME (EXPENSE)
  Interest income                                     --                  --                  10
  Interest expense                              (184,436)           (156,302)           (429,082)
                                            ------------        ------------        ------------
      Total Other Income (Expense)              (184,436)           (156,302)           (429,072)
                                            ------------        ------------        ------------

NET LOSS                                    $   (944,437)       $ (9,272,970)       $(36,379,127)
                                            ============        ============        ============

NET LOSS PER SHARE, BASIC AND DILUTED       $     (0.012)       $     (0.128)
                                            ============        ============

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
 OUTSTANDING, BASIC AND DILUTED               79,049,517          72,402,038
                                            ============        ============
</TABLE>


                                      F-3
<PAGE>
                                SavWatt USA, Inc.
                           f/k/a Ludvik Capital, Inc.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                              From Inception
                                                                For The Year Ended           (October 20, 2006)
                                                        --------------------------------          through
                                                        December 31,        December 31,        December 31,
                                                           2009                2008                2009
                                                       ------------        ------------        ------------
<S>                                                    <C>                 <C>                 <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                             $   (944,437)       $ (9,272,970)       $(36,379,127)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
     Stock issued for services                               50,000                  --              60,001
     Stock based compensation                               350,001           8,756,668          35,216,156
  Changes in operating assets and liabilities:
     Accounts payable                                            --                  --                  --
     Shareholder loan payable                               360,000             360,000             810,000
     Accrued interest                                       184,436             156,302             272,780
                                                       ------------        ------------        ------------
         Net cash used in operating activities                   --                  --             (20,000)
                                                       ------------        ------------        ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of common stock                         --                  --              20,000
                                                       ------------        ------------        ------------
         Net cash provided by financing activities               --                  --              20,000
                                                       ------------        ------------        ------------

NET DECREASE IN CASH                                             --                  --                  --

CASH, BEGINNING OF PERIOD                                        --                  --                  --
                                                       ------------        ------------        ------------

CASH, END OF PERIOD                                    $         --        $         --        $         --
                                                       ============        ============        ============

SUPPLEMENTAL CASH FLOW INFORMATION:
  Interest paid                                        $         --        $         --        $         --
                                                       ============        ============        ============
  Income taxes paid                                    $         --        $         --        $         --
                                                       ============        ============        ============
  Stock issued for repayment of shareholder loan       $         --        $    269,375        $    214,875
                                                       ============        ============        ============
  Subscription receivable                              $         --        $         --        $     20,000
                                                       ============        ============        ============
</TABLE>


                                      F-4
<PAGE>
                                SavWatt USA, Inc.
                           f/k/a Ludvik Capital, Inc.
                          (A Development Stage Company)
                       STATEMENT OF STOCKHOLDERS' DEFICIT
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                 Deficit
                                                                                               Accumulated
                                                          Common Stock         Additional        During            Total
                                                     ---------------------      Paid-in        Development     Stockholders'
                                                     Shares           $         Capital           Stage           Deficit
                                                     ------         ----        -------           -----           -------
<S>                                                  <C>            <C>         <C>             <C>           <C>
Balance, October 20, 2006 (Inception)                      --    $       --    $        --    $         --     $         --

Stock issued upon merger in accordance with
 Bankruptcy Court order ($.0005 per share)         40,000,000         4,000         16,000              --           20,000

Net loss for the year ended December 31, 2006              --            --             --        (106,914)        (106,914)
                                                   ----------    ----------    -----------    ------------     ------------

Balance, December 31, 2006                         40,000,000    $    4,000    $    16,000    $   (106,914)    $    (86,914)

Stock issued in connection with acquisition            24,196             2             (2)             --               --

Stock issued for services ($5.52 per share)         2,055,710           205     11,349,795              --       11,350,000

Stock issued to retire debt - Shareholder loans
 ($1.01 per share)                                 14,325,000         1,433     14,466,818              --       14,468,251

Net loss for the year ended December 31, 2007              --            --             --     (26,054,806)     (26,054,806)
                                                   ----------    ----------    -----------    ------------     ------------

Balance, December 31, 2007                         56,404,906    $    5,640    $25,832,611    $(26,161,720)    $   (323,469)

Stock issued to retire debt - Shareholder loans
($.52 per share and $.40 per share)                18,069,269         1,807      9,024,236              --        9,026,043

Net loss for the year ended December 31, 2008              --            --             --      (9,272,970)      (9,272,970)
                                                   ----------    ----------    -----------    ------------     ------------

Balance, December 31, 2008                         74,474,175    $    7,447    $34,856,847    $(35,434,690)    $   (570,396)

Stock issued for services ($.80 per share)          5,000,000           500        399,501              --          400,001

Net loss for the period ended December 31, 2009            --            --             --        (944,437)        (944,437)
                                                   ----------    ----------    -----------    ------------     ------------

Balance, December 31, 2009                         79,474,175    $    7,947    $35,256,348    $(36,379,127)    $ (1,114,832)
                                                   ==========    ==========    ===========    ============     ============
</TABLE>


                                      F-5
<PAGE>
                                SavWatt USA, Inc.
                           f/k/a Ludvik Capital, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
           From Inception, October 20, 2006 through December 31, 2009


NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

Ludvik Capital, Inc. (hereinafter "the Company") was incorporated on October 20,
2006  under the laws of the State of  Delaware  for the  purpose  of  becoming a
successor  corporation  by  merger  with  Patriot  Advisors,  Inc.  and  Templar
Corporation,  pursuant to a plan of  reorganization  and merger  approved by the
United States Bankruptcy  Court,  District of Maine in Case No. 04-20328 whereby
Ludvik Capital, Inc is the continuing entity.

The  Company's  business  plan  consisted  of  investing  in public and  private
companies, providing long term equity and debt investment capital to fund growth
and acquisitions and recapitalizations of small and middle market companies in a
variety of industries primarily located in the United States.

Since inception, the Company has had minimal operations and no revenues earned.

On April 5, 2010, the Company amended its articles of incorporation  and changed
its name to SavWatt USA, Inc.

SavWatt USA,  Inc.  ("SavWatt")  business  plan is to  capitalize on the largely
unaddressed  commercial and consumer market for energy-efficient LED lighting by
investing  in  product  and  corporate  marketing.  With  public  relations  and
advertising throughout the media, a recognized,  popular consumer LED brand will
be  cultivated,  spearheading  and  establishing  a leading  market share in the
growing  energy-efficient  bulb  sector  during  the next  three to five  years.
SavWatt  has the  exclusive  marketing  rights in the United  States to sell LED
street lighting for Unilumin (www.unilumin.com).

The Company is a development stage enterprise.

The Company's year end is December 31.

The Company's corporate headquarters were originally located in Virginia but are
currently located in Baltimore, MD.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This  summary of  significant  accounting  policies  is  presented  to assist in
understanding the accompanying  financial  statements.  The financial statements
and notes are representations of the Company's management,  which is responsible
for their  integrity  and  objectivity.  These  accounting  policies  conform to
accounting  principles  generally  accepted in the United  States of America and
have been consistently applied in the preparation of the financial statements.

Accounting Method
The  Company's  financial  statements  are prepared  using the accrual  basis of
accounting in accordance with accounting  principles  generally  accepted in the
United States of America.

                                      F-6
<PAGE>
                                SavWatt USA, Inc.
                           f/k/a Ludvik Capital, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
           From Inception, October 20, 2006 through December 31, 2009


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Development Stage Activities
The Company has been in the  development  stage since its  formation and has not
realized any revenue from operations.  The Company is a shell  corporation which
is  currently  engaged in starting up the  business of offering LED lighting for
consumers

Going Concern
The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  reflected  in the  financial
statements,  the Company  incurred net losses of $36,379,127 for the period from
inception,  October 20, 2006 through December 31, 2009. In addition, the Company
had an  accumulated  deficit of  $36,379,127  at December  31,  2009.  Since its
inception,  the Company has not  generated  any  revenues  and has minimal  cash
resources.

These  circumstances  raise  substantial  doubt about the  Company's  ability to
continue  as a going  concern.  The  consolidated  financial  statements  do not
include any adjustments that might result from the outcome of this  uncertainty.
Management's   efforts  have  been   directed   towards  the   development   and
implementation  of a plan to  generate  sufficient  revenues to cover all of its
present and future costs and expenses.

Management is taking steps to address this situation. The Company has determined
that it cannot continue with its business operations as outlined in its original
business plan because of a lack of financial  resources;  therefore,  management
has redirected their focus towards  identifying and pursuing  options  regarding
the  development  of a new business plan and direction.  The Company  intends to
explore  various  business  opportunities  that have the  potential  to generate
positive revenue,  profits and cash flow in order to financially accommodate the
costs of being a publicly held company. The Company is in the process of raising
capita by implementing its business plan in Led lighting and expects to generate
sufficient  revenue  by the fourth  quarter  of 2010 with a positive  cash flow.
Until then, the Company the Company will not have the required capital resources
or credit lines available that are sufficient to fund operations.

The Company has minimal  operating costs and expenses at the present time due to
its limited business activities. The Company, however, will be required to raise
additional   capital   over  the  next   twelve   months  to  meet  its  current
administrative  expenses, and it may do so in connection with or in anticipation
of  possible  acquisition  transactions.  This  financing  may  take the form of
additional sales of its equity securities and/or loans from its directors. There
is no assurance that additional financing will be available,  if required, or on
terms favorable to the Company.

The  financial  statements  do  not  include  any  adjustments  relating  to the
recoverability  and  classification  of  recorded  assets,  or the  amounts  and
classification  of liabilities  that might be necessary in the event the Company
cannot continue in existence.

The  accompanying  financial  statements have been prepared,  in accordance with
accounting  principles generally accepted in the United States ("U.S. GAAP") and
pursuant to the rules and regulations of the Securities and Exchange  Commission
(the "SEC").

                                      F-7
<PAGE>
                                SavWatt USA, Inc.
                           f/k/a Ludvik Capital, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
           From Inception, October 20, 2006 through December 31, 2009


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Cash and Cash Equivalents
For  purposes  of the  statement  of  cash  flows,  the  Company  considers  all
short-term  debt with  original  maturities  of three  months or less to be cash
equivalents.

Fair Value of Financial Instruments
The Company's financial instruments may include cash,  subscription  receivable,
loans  payable and related  accrued  interest,  and accounts  payable.  All such
instruments  are accounted  for on a historical  cost basis,  which,  due to the
short  maturity  of these  financial  instruments,  approximates  fair  value at
December 31, 2009 and 2008, respectively.

Revenue Recognition
Revenue is recognized when all of the following criteria are met: (1) persuasive
evidence that an arrangement  exists; (2) delivery has occurred or services have
been rendered;  (3) the seller's  price to the buyer is fixed and  determinable;
and, (4)  collectability is reasonably  assured.  The Company has not earned any
revenue since inception.

Use of Estimates
The process of preparing  financial  statements  in conformity  with  accounting
principles  generally  accepted in the United States of America requires the use
of estimates and  assumptions  regarding  certain types of assets,  liabilities,
revenues,   and  expenses.   Such  estimates   primarily   relate  to  unsettled
transactions and events as of the date of the financial statements. Accordingly,
upon settlement, actual results may differ from estimated amounts.

Provision for Taxes
Income taxes are provided based upon the liability  method of accounting.  Under
this  approach,   deferred   income  taxes  are  recorded  to  reflect  the  tax
consequences in future years of differences  between the tax basis of assets and
liabilities and their financial reporting amounts at each year-end.  A valuation
allowance  is recorded  against the deferred  tax asset if  management  does not
believe  the  Company  has met the  "more  likely  than not"  standard  to allow
recognition of such an asset.

Basic and Diluted Earnings (Loss) Per Share
Basic  earnings per share is  calculated  on the  weighted  effect of all common
shares  issued  and  outstanding,  and is  calculated  by  dividing  net  income
available to common  stockholders  by the weighted  average  shares  outstanding
during the period.  Diluted earnings per share,  which is calculated by dividing
net income  available to common  stockholders by the weighted  average number of
common shares used in the basic earnings per share calculation,  plus the number
of common shares that would be issued  assuming  conversion  of all  potentially
dilutive  securities   outstanding,   is  not  presented  separately  as  it  is
anti-dilutive.

The average number of common shares  outstanding from inception through the year
ended  December  31, 2009 has been  retroactively  adjusted  for the 2:1 forward
stock split effective August 17, 2007.

Stock Based  Compensation  - The Company  accounts for stock based  compensation
transactions  with  employees  under  the  provisions  of  ASC  Topic  No.  718,
"Compensation, Stock Compensation" ("Topic No. 718"). Topic No. 718 requires the
recognition of the fair value of equity-based  compensation  in net income.  The
fair  value  of  the  Company's   equity   instruments  are  estimated  using  a
Black-Scholes  option valuation  model.  This model requires the input of highly
subjective  assumptions and elections  including expected stock price volatility
and  the  estimated  life  of  each  award.  In  addition,  the  calculation  of

                                      F-8
<PAGE>
                                SavWatt USA, Inc.
                           f/k/a Ludvik Capital, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
           From Inception, October 20, 2006 through December 31, 2009


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

equity-based compensation costs requires that the Company estimate the number of
awards  that will be  forfeited  during the  vesting  period.  The fair value of
equity-based awards granted to employees is amortized over the vesting period of
the award and the  Company  elected to use the  straight-line  method for awards
granted after the adoption of Topic No. 718.

The Company accounts for equity based transactions with non-employees  under the
provisions of ASC Topic No.  505-50,  "Equity-Based  Payments to  Non-Employees"
("Topic No. 505-50").  Topic No. 505-50  establishes that  equity-based  payment
transactions  with  non-employees  shall be  measured  at the fair  value of the
consideration received or the fair value of the equity instruments issued, which
ever is more  reliably  measurable.  When the equity  instrument is utilized for
measurement  the fair  value of the equity  instrument  is  estimated  using the
Black-Scholes  option  valuation  model. In general,  the Company  recognizes an
asset or expense in the same  manner as if it was to receive  cash for the goods
or services instead of paying with or using the equity instrument.

Forward stock split
All  references  to the Company's  outstanding  shares,  and options,  have been
adjusted to give effect to the 2 for 1 forward stock split effective  August 17,
2007.

Recently Issued  Accounting  Pronouncements  Affecting the Company The Financial
Accounting  Standards Board's ("FASB") Accounting  Standards  Codification (ASC)
became effective on July 1, 2009. At that date, the ASC became FASB's officially
recognized source of authoritative U.S. generally accepted accounting principles
("GAAP")  applicable  to all public and  non-public  non-governmental  entities,
superseding  existing FASB,  American  Institute of Certified Public Accountants
("AICPA"), Emerging Issues Task Force ("EITF") and related literature. Rules and
interpretive  releases of the SEC under the authority of federal securities laws
are also sources of authoritative GAAP for SEC registrants. All other accounting
literature  is considered  non-authoritative.  The switch to the ASC affects the
way  companies  refer  to  U.S.  GAAP in  financial  statements  and  accounting
policies.  Citing particular  content in the ASC involves  specifying the unique
numeric path to the content through the Topic,  Subtopic,  Section and Paragraph
structure.

In  February  2010,  the FASB  issued  Accounting  Standards  Update  (ASU)  No.
2010-08--Technical  Corrections to Various Topics.  This update's  purpose is to
eliminate GAAP inconsistencies,  update outdated provisions,  and provide needed
clarifications.  The adoption of ASU No. 2010-08 will not have a material impact
on the Company's financial statements.

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

NOTE 3 - FAIR VALUE MEASUREMENTS

The Company adopted FASB ASC 820-Fair Value  Measurements and  Disclosures,  for
assets and  liabilities  measured  at fair value on a recurring  basis.  ASC 820
establishes  a common  definition  for  fair  value to be  applied  to  existing
generally  accepted  accounting  principles  that  require the use of fair value
measurements  establishes  a  framework  for  measuring  fair value and  expands
disclosure about such fair value  measurements.  The adoption of ASC 820 did not
have an impact on the Company's financial position or operating results, but did
expand certain disclosures.

ASC 820 defines  fair value as the price that would be received to sell an asset
or paid to  transfer  a  liability  in an  orderly  transaction  between  market
participants at the measurement date. Additionally,  ASC 820 requires the use of

                                      F-9
<PAGE>
                                SavWatt USA, Inc.
                           f/k/a Ludvik Capital, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
           From Inception, October 20, 2006 through December 31, 2009


NOTE 3 - FAIR VALUE MEASUREMENTS (continued)

valuation techniques that maximize the use of observable inputs and minimize the
use of unobservable inputs. These inputs are prioritized below:

     Level 1:  Observable  inputs  such as quoted  market  prices in active
               markets  for  identical  assets or liabilities

     Level 2:  Observable market-based inputs or unobservable inputs that are
               corroborated by market data

     Level 3:  Unobservable  inputs  for which  there is little or no market
               data,  which  require  the use of the reporting  entity's  own
               assumptions.

The Company  did not have any Level 1, Level 2 or Level 3 assets or  liabilities
as of December 31, 2009 and 2008.

The Company  discloses the estimated  fair values for all financial  instruments
for which it is practicable to estimate fair value. As of December 31, 2006, the
fair value short-term financial instruments including subscriptions  receivable,
loans payable,  accounts payable and accrued  expenses,  approximates book value
due to their short-term duration.

In addition, the Financial Accounting Standards Board ("FASB") issued, "The Fair
Value Option for  Financial  Assets and  Financial  Liabilities,"  effective for
January  1,  2008.  This  guidance  expands  opportunities  to  use  fair  value
measurements  in financial  reporting and permits  entities to choose to measure
many financial  instruments  and certain other items at fair value.  The Company
did  not  elect  the  fair  value  option  for any of its  qualifying  financial
instruments

NOTE 4 - INCOME TAXES

At December  31, 2009 and December 31, 2008 the Company had a deferred tax asset
of approximately $431,000 and $224,000,  respectively,  calculated at a combined
federal and state  expected  rate of 38%. As  management  of the Company  cannot
determine  that it is more  likely than not that the  Company  will  realize the
benefit of the net deferred tax asset,  a valuation  allowance  equal to the net
deferred tax asset has been recorded.

The  significant  components of the deferred tax assets at December 31, 2009 and
December 31, 2008 are as follows:
                                               December 31,      December 31,
                                                  2009              2008
                                               ----------        ----------
Deferred tax asset-net operating losses        $  171,000        $  100,000
Accrued compensation                              260,000           124,000
Deferred tax asset valuation allowance           (431,000)         (224,000)
                                               ----------        ----------
Net deferred tax asset                         $       --        $       --
                                               ==========        ==========

                                      F-10
<PAGE>
                                SavWatt USA, Inc.
                           f/k/a Ludvik Capital, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
           From Inception, October 20, 2006 through December 31, 2009


NOTE 4 - INCOME TAXES (continued)

The  reconciliation  between the statutory federal income tax rate of 35% to the
actual rate is as follows:
                                                 December 31,    December 31,
                                                    2009             2008
                                                ------------     ------------
Expected Federal tax  (benefit)                 $   (321,000)    $ (3,153,000)
Expected State tax (benefit), net of federal         (38,000)        (371,000)
Permanent differences                                152,000        3,430,000
Change in valuation allowance                        207,000           94,000
                                                ------------     ------------
Effective tax rate                              $         --     $         --
                                                ============     ============


At December 31, 2009 and December 31, 2008, the Company had a net operating loss
carry forward of $449,000 and $264,000,  respectively, which expires in the year
2029 and 2028, respectively.

NOTE 5 - RELATED PARTY DEBT AND TRANSACTIONS

On December  14th 2006,  the Company  entered  into an Advisory  Agreement  with
Ludvik  Nominees Pty Ltd (a Company 100% owned by Frank Kristan) for services to
be rendered  which were payable based on 3% assets under  management  and 20% of
net profits of Ludvik Capital.  The term of the agreement was  approximately  11
years, maturing on December 31, 2017.

Frank  Kristan  served as President and Chief  Executive  Officer of the Company
from  inception,  October  20,  2006  through  March  31,  2010  and is also the
President of Ludvik Nominees Pty Ltd.

On March 31, 2010 the original 2006  agreement was  terminated  and a settlement
agreement was created to resolve any outstanding obligations with respect to the
2006 agreement.  In accordance with the settlement agreement both parties agreed
that since  advisory fees under the December 14th 2006  Agreement  were based on
the assets under management that had no value, the Advisor had the option to get
paid a fee of  $30,000  per month  starting  October  2006  including  interest.
Furthermore,  the remaining  principal balance plus accrued interest as of March
31,  2010  was  rolled  over  into  a  Secured  Convertible  Note  amounting  to
$1,503,167.

From the period from inception,  October 20, 2006 through the termination of the
original  agreement,  March 31, 2010, the Company issued its advisors 32,394,269
shares of common  stock as  payment  for  services  amounting  to  $484,250  (as
described in detail in Note 7-Subsequent Events).

The parties agreed that following  components made up the balance of the Secured
Convertible Note as of March 31, 2010:

             Advisory Fees                             $ 1,290,000
             Accrued Interest                              727,417
             Payment for shares issued                    (484,250)
                                                       -----------
             Amount payable at March 31, 2010          $ 1,503,167
                                                       ===========

                                      F-11
<PAGE>
                                SavWatt USA, Inc.
                           f/k/a Ludvik Capital, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
           From Inception, October 20, 2006 through December 31, 2009


NOTE 5 - RELATED PARTY DEBT AND TRANSACTIONS (continued)

This note is  payable  on June 30,  2010 and bears an  interest  rate of 12% per
annum  payable  at the end of the term.  The  outstanding  balance  and  accrued
interest,  all or in part, is  convertible  at the option of the holder into the
Company's common stock at a conversion  price of 50% of the stock price,  with a
minimum of $.01 per share.

The Company has recorded an accrual for advisory fees  amounting to $685,750 and
$325,750  and an interest  accrual  amounting  to $429,082  and $244,646 for the
years ended December 31, 2009 and 2008, respectively.

NOTE 6 - EQUITY TRANSACTIONS

On October  20,  2006,  Ludvik  Capital,  Inc.  was  formed to be the  successor
corporation by merger of Patriot Advisors, Inc. and Templar Corporation.

The  Company is  authorized  to issue  100,000,000  shares of $0.0001  par value
common  stock.  As of December  31, 2006 the  Company had  40,000,000  shares of
common stock issued and outstanding.

Pursuant to a court order in the US  bankruptcy  court and  December  12th Stock
Purchase  Agreement  between the Company and Ludvik  Nominees  Pty Ltd,  Patriot
Advisors,  Inc. and Templar  Corporation  merged with the Ludvik  Capital,  Inc,
whereby the surviving corporation became the registrant, Ludvik Capital, Inc.

Ludvik Nominees Pty Ltd was issued 40,000,000 shares (post forward stock split),
of which  approximately  18 million shares of Ludvik common stock were issued to
old  creditors  of  Patriot  Advisors  and  Templar  Corp as  payment  for  past
outstanding  services and approximately 22 million shares of Ludvik common stock
were held by Ludvik Nominees Pty Ltd. for the initial capital of $20,000.

The Company has evaluated  subsequent  events from the balance sheet date, as of
December  31,  2006  through  August  25,  2010,  the date  which the  financial
statements were available to be issued.

On February 7, 2007 the United States Bankruptcy Court for the District of Maine
entered an order  confirming  the  December 12, 2006  agreement  with the Debtor
whereby,  there were 40,000,000 (ppost forward stock split)  unrestricted shares
of the  Company's  Common Stock issued to creditors  and plan  participants.

On June 19, 2007, the Company issued 24,196 common shares for the acquisition of
CyberSentry. This investment was assessed to have no value.

On July 30,  2007,  the  Company  issued  2,055,710  shares of  common  stock to
unrelated  parties,  valued at $5.52 per share for  $10,000 in  services  and an
additional  11,340,000 was recorded as stock based compensation in the Company's
statement of operations.

On August 17, 2007, the Company effected a 2:1 forward stock-split of its issued
and outstanding common stock. The issued and outstanding share capital increased
from 21,042,098 shares of common stock to 42,084,196 shares of common stock. All
per share  amounts  have been  retroactively  restated  to reflect  the  forward
stock-split.

                                      F-12
<PAGE>
                                SavWatt USA, Inc.
                           f/k/a Ludvik Capital, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
           From Inception, October 20, 2006 through December 31, 2009

NOTE 6 - EQUITY TRANSACTIONS (continued)

On October 1, 2007, the Company issued 4,325,000 shares of common stock at $1.01
per share,  totaling $4,368,250,  in which $64,875 was for repayment of advisory
fees payable to a related  party,  Ludvik  Nominees Pty Ltd, and  $4,303,375 was
recorded as stock based compensation in the statement of operations.

On October 3, 2007,  the Company  issued  10,000,000  shares of common  stock at
$1.01 per share,  totaling  $10,100,000  in which  $150,000 was for repayment of
advisory  fees  payable  to a  related  party,  Ludvik  Nominees  Pty  Ltd,  and
$9,950,000  was  recorded  as  stock  based  compensation  in the  statement  of
operations.

On January 15, 2008,  the Company  issued  15,000,000  shares of common stock at
$.52 per share,  totaling  $7,800,000  in which  $225,000  was for  repayment of
advisory  fees  payable  to a  related  party,  Ludvik  Nominees  Pty  Ltd,  and
$7,575,000  was  recorded  as  stock  based  compensation  in the  statement  of
operations.

On June 27, 2008,  the Company issued  3,069,269  shares of common stock at $.40
per share,  totaling  $1,227,708  in which $44,375 was for repayment of advisory
fees payable to a related  party,  Ludvik  Nominees Pty Ltd, and  $1,181,669 was
recorded as stock based compensation in the statement of operations.

On February 1, 2009, the Company issued  5,000,000 common shares to an unrelated
party,  valued at $.80 per share  for  $50,000  in  services  and an  additional
350,001 was recorded as stock based  compensation in the Company's  statement of
operations.

As of December 31, 2009 the Company has 79,474,175 shares of common stock issued
and outstanding.

NOTE 7 - SUBSEQUENT EVENTS

On March 31,  2010,  Frank  Kristan  resigned as  President  and Director of the
Company. At that time, Isaac H. Sutton was elected to the Board of Directors and
currently serves as the Company's new President and sole director.  In addition,
Mr. Sutton currently has a consulting agreement for $60,000 per annum

On March 31, 2010,  the Company  terminated  the advisory  agreement with Ludvik
Nominees Pty Ltd. The remaining  principal  balance plus accrued interest due to
the  Company's  shareholders  and  advisors as of March 31, 2010 was rolled over
into a Secured Convertible Note amounting to $1,503,167.
..
On April 5, 2010, the Company amended its Articles of Incorporation changing the
name of the Company to SavWatt USA, Inc and increasing  the  authorized  capital
stock to  2,000,000,000  shares  of  Common  Stock  and  200,000,000  shares  of
Preferred Stock, par value $.0001 per share.

From the period,  April 1, 2010 - July 31, 2010,  the Company has funded SavWatt
Industries,  LLC, a related party $199,300 which is payable and due upon demand.
Isaac H Sutton,  The  Company's  President and Sole Director from March 31, 2010
until the present, is a 50% shareholder in SavWatt Industries, LLC.

During the Period of April 1, 2010 - July 31,  2010 the Company  received  short
term funding from GoIP Global, Inc and Sutton Global Associates, Inc., which are
also related  parties.  These  companies  are  controlled by Isaac H. Sutton the
Company's  President  and Sole  Director.  As of July 31, 2010 the Company  owes
these two companies $83,500.

From May 31,  2010  through  July 30, 2010 the Company  sold  29,000,000  Common
Shares for $290,000.

As of June 30, 2010 accrued  interest  pertaining  to the related  party secured
convertible note payable amounted to  approximately  $45,000.  As of the date of
the filing of this report, the Company has yet to make any payments against this
debt and therefore, is currently in default.

                                      F-13
<PAGE>
                                SavWatt USA, Inc.
                           f/k/a Ludvik Capital, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
           From Inception, October 20, 2006 through December 31, 2009


NOTE 7 - SUBSEQUENT EVENTS (continued)

On July 1, 2010, the Company  entered into an employment  agreement with Michael
Haug, as the Company's CEO,  which  responsibilities  include  running the daily
operations of SavWatt USA,  Inc. The term of the agreement is for one year,  and
may be renewed upon mutual agreement by the Company and the employee.


                                      F-14