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|U.S. Securities and Exchange Commission
Washington, D.C.  20549                                                                                                                                                                                                                                                                                                                                         
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|FORM 10-Q                                                                                                                                                                                                                                                                                                                                                                                               
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|(Mark One)                                                                                                                                                                                                                                                                                                                                                                                              
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|Commission file number:  333-141564                                                                                                                                                                                                                                                                                                                                                                     
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|SLOUD, INC.(Name of small business issuer as specified in its charter)                                                                                                                                                                                                                                                                                                                                  
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|Nevada
(State of Incorporation)                                                                                                                                                                                                                                                                                                                                                                         
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|2230 George C. Marshall Dr.Falls Church,  VA  22043(Address of principal executive offices)                                                                                                                                                                                                                                                                                                             
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|(703) 888-6922(Issuer's telephone number)                                                                                                                                                                                                                                                                                                                                                               
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|Securities registered under Section 12(b) of the Exchange Act:None                                                                                                                                                                                                                                                                                                                                      
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|Securities registered under Section 12(g) of the Exchange Act:Common Stock, $0.001 par value per share(Title of Class)                                                                                                                                                                                                                                                                                  
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|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 the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days:Yes  [X]     No  []                                          
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|Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes  []     No  []
|                                                                                                                                                                                                                                                                                                                                                                                                        
|Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):                                                                                                                                                         
|Large accelerated filer                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                        
|Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  [X]     No  []                                                                                                                                                                                                                                                                   
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|Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.                                                                                                                                                                                                                                                                           
|ClassCommon stock, $0.001 par value                                                                                                                                                                                                                                                                                                                                                                     





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SLOUD, INC.
INDEX TO FORM 10-Q FILING
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2009



TABLE OF CONTENTS





|                              |            |                                                                                   | PageNumbers                  
|----------------------------- | ---------- | --------------------------------------------------------------------------------- | -----------------------------
|PART I -FINANCIAL INFORMATION |           
|                              |            |                                                                                   |                              
|                              | Item 1.    | Financial Statements(unaudited)                                                   |                              
|                              |            |                                                                                   | Balance Sheets               
|                              |            |                                                                                   | Statements of Operations     
|                              |            |                                                                                   | Statements of Cash Flows     
|                              |            |                                                                                   | Notes to Financial Statements
|                              |            |                                                                                   |                              
|                              | Item 2.    | Management Discussion & Analysis of Financial Condition and Results of Operations | 10                           
|                              |            |                                                                                   |                              
|                              | Item 3.    | Quantitative and Qualitative Disclosures About Market Risk                        | 13                           
|                              |            |                                                                                   |                              
|                              | Item 4.    | Controls and Procedures                                                           | 13                           
|                             
|PART II -OTHER INFORMATION    |           
|                              |            |                                                                                   |                              
|                              | Item 1.    | Legal Proceedings                                                                 | 14                           
|                              |            |                                                                                   |                              
|                              | Item 1A.   | Risk Factors                                                                      | 14                           
|                              |            |                                                                                   |                              
|                              | Item 2.    | Unregistered Sales of Equity Securities and Use of Proceeds                       | 16                           
|                              |            |                                                                                   |                              
|                              | Item 3.    | Defaults Upon Senior Securities                                                   | 16                           
|                              |            |                                                                                   |                              
|                              | Item 4.    | Submission of Matters to a Vote of Security Holders                               | 16                           
|                              |            |                                                                                   |                              
|                              | Item 5.    | Other information                                                                 | 16                           
|                              |            |                                                                                   |                              
|                              | Item 6.    | Exhibits                                                                          | 16                           
|                              |            |                                                                                   |                              
|CERTIFICATIONS                |           
|                              |            |                                                                                   |                              
|                              | Exhibit 31 | Management certification                                                          | 18-19                        
|                              |            |                                                                                   |                              
|                              | Exhibit 32 | Sarbanes-Oxley Act                                                                | 20-21                        

2



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<Table of Contents>

|PART 1. | FINANCIAL INFORMATION
|------- | ---------------------

|ITEM 1. | FINANCIAL STATEMENTS(UNAUDITED)
|------- | -------------------------------

SLOUD, INC.(A Development Stage Company)BALANCE SHEETS





|                                           | September 30,
2009
(unaudited)                                                                                                                         |   | December 31,
2008
(audited)
|------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------ | - | ---------------------------
|                                           |                                                                                                                                                        |   |                            
|ASSETS                                     |                                                                                                                                                        |   |                            
|CURRENT ASSETS                             |                                                                                                                                                        |   |                            
|                                           | Cash in bank                                                                                                                                           |   | $                          
|                                           |                                                                                                                                                        |   |                            
|TOTAL ASSETS                               |                                                                                                                                                        | $ | 215                        
|                                           |                                                                                                                                                        |   |                            
|                                           |                                                                                                                                                        |   |                            
|LIABILITIES AND STOCKHOLDERS' EQUITY       |                                                                                                                                                        |   |                            
|CURRENT LIABILITIES                        |                                                                                                                                                        |   |                            
|                                           | Accounts payable                                                                                                                                       |   | $                          
|                                           | Loan from related party                                                                                                                                |   | $                          
|                                           |                                                                                                                                                        |   |                            
|TOTAL LIABILITIES                          |                                                                                                                                                        |   | 10 860                     
|                                           |                                                                                                                                                        |   |                            
|                                           |                                                                                                                                                        |   |                            
|STOCKHOLDERS' EQUITY                       |                                                                                                                                                        |   |                            
|                                           | Common Stock, $0.001 par value, 100,000,000 shares authorized, 19,700,000 shares issued and outstanding as of September 30, 2009 and December 31, 2008 |   |                            
|                                           | Additional Paid in Capital                                                                                                                             |   |                            
|                                           | Deficit Accumulated During Development Stage                                                                                                           |   |                            
|                                           |                                                                                                                                                        |   |                            
|TOTAL STOCKHOLDERS' EQUITY (DEFICIT)       |                                                                                                                                                        |   | (10 645)                   
|                                           |                                                                                                                                                        |   |                            
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |                                                                                                                                                        | $ | 215                        
|                                           |                                                                                                                                                        |   |                            
|                                           |                                                                                                                                                        |   |                            
|                                           |                                                                                                                                                        |   |                            

The accompanying notes are an integral part of these statements

3



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<Table of Contents>

SLOUD, INC.(A Development Stage Company)STATEMENTS OF OPERATIONS(Unaudited)





|                                                     |  | For the Three Months Ended
September 30, |           | For the Nine Months Ended
September 30, |   | From Inception
October 10, 2005
through
September 30,
|---------------------------------------------------- |  | ---------------------------------------- | --------- | --------------------------------------- | - | -----------------------------------------------------
|                                                     |  |                                          |           |                                         |   |                                                      
|                                                     |  | 2009                                     |           | 2008                                    |   | 2009                                                 
|                                                     |  |                                          |           |                                         |   |                                                      
|REVENUES:                                            |  |                                          |           |                                         |   |                                                      
|Revenues                                             |  | $                                        | -         |                                         | $ | 100                                                  
|                                                     |  |                                          |           |                                         |   |                                                      
|Total Revenues                                       |  |                                          | -         |                                         |   | 100                                                  
|                                                     |  |                                          |           |                                         |   |                                                      
|OPERATING EXPENSES:                                  |  |                                          |           |                                         |   |                                                      
|General and Administrative                           |  |                                          | 2 220     |                                         |   | 164                                                  
|                                                     |  |                                          |           |                                         |   |                                                      
|Total Operating Expense                              |  |                                          | 2 220     |                                         |   | 164                                                  
|                                                     |  |                                          |           |                                         |   |                                                      
|                                                     |  |                                          |           |                                         |   |                                                      
|Net (Loss)                                           |  | $                                        | (2 220)   |                                         | $ | (64)                                                 
|                                                     |  |                                          |           |                                         |   |                                                      
|                                                     |  |                                          |           |                                         |   |                                                      
|                                                     |  |                                          |           |                                         |   |                                                      
|                                                     |  |                                          |           |                                         |   |                                                      
|Basic earnings per share                             |  | $                                        | 0.00      |                                         | $ | 0.00                                                 
|                                                     |  |                                          |           |                                         |   |                                                      
|                                                     |  |                                          |           |                                         |   |                                                      
|                                                     |  |                                          |           |                                         |   |                                                      
|                                                     |  |                                          |           |                                         |   |                                                      
|Weighted Average Number of Common Shares Outstanding |  |                                          | 19 500,00 |                                         |   | 19 500,00                                            
|                                                     |  |                                          |           |                                         |   |                                                      
|                                                     |  |                                          |           |                                         |   |                                                      
|                                                     |  |                                          |           |                                         |   |                                                      

The accompanying notes are an integral part of these statements

4



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<Table of Contents>

SLOUD, INC.(A Development Stage Company)STATEMENTS OF CASH FLOWS(Unaudited)





|                                                                                         |  | For the Nine Months Ended
September 30, |         | From Inception
October 10, 2005
through
September 30,
|---------------------------------------------------------------------------------------- |  | --------------------------------------- | ------- | -----------------------------------------------------
|                                                                                         |  |                                         |         |                                                      
|                                                                                         |  | 2009                                    |         | 2008                                                 
|                                                                                         |  |                                         |         |                                                      
|Cash Flows From Operating Activities:                                                    |  |                                         |         |                                                      
|Net income (loss)                                                                        |  | $                                       | (9 520) |                                                      
|Adjustments to reconcile net loss to net cash  provide by (used in) operating activities |  |                                         |         |                                                      
|Accounts payable increase                                                                |  |                                         | 1 000   |                                                      
|                                                                                         |  |                                         |         |                                                      
|Net cash used in operating activities                                                    |  |                                         | (8 520) |                                                      
|                                                                                         |  |                                         |         |                                                      
|Cash Flows From Investing Activities:                                                    |  |                                         |         |                                                      
|Net cash provide by (used in) investing activities                                       |  |                                         | -       |                                                      
|                                                                                         |  |                                         |         |                                                      
|Cash Flows From Financing Activities:                                                    |  |                                         |         |                                                      
|Loan from / to related party                                                             |  |                                         | 7 120   |                                                      
|Issuance of common stock for cash                                                        |  |                                         | -       |                                                      
|                                                                                         |  |                                         |         |                                                      
|Net cash from financing activities                                                       |  |                                         | 7 120   |                                                      
|                                                                                         |  |                                         |         |                                                      
|                                                                                         |  |                                         |         |                                                      
|Net increase (decrease) in cash                                                          |  |                                         | (1 400) |                                                      
|                                                                                         |  |                                         |         |                                                      
|Cash at beginning of the period                                                          |  |                                         | 1 615   |                                                      
|                                                                                         |  |                                         |         |                                                      
|                                                                                         |  |                                         |         |                                                      
|Cash at end of the period                                                                |  | $                                       | 215     |                                                      
|                                                                                         |  |                                         |         |                                                      
|                                                                                         |  |                                         |         |                                                      
|Supplemental Disclosures of Cash Flow Information:                                       |  |                                         |         |                                                      
|Cash paid during the period for                                                          |  |                                         |         |                                                      
|Interest                                                                                 |  | $                                       | -       |                                                      
|                                                                                         |  |                                         |         |                                                      
|                                                                                         |  |                                         |         |                                                      
|                                                                                         |  |                                         |         |                                                      
|Income Tax                                                                               |  | $                                       | -       |                                                      
|                                                                                         |  |                                         |         |                                                      
|                                                                                         |  |                                         |         |                                                      
|                                                                                         |  |                                         |         |                                                      

The accompanying notes are an integral part of these statements

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<Table of Contents>

SLOUD, INC.(A Development Stage Company)NOTES TO FINANCIAL STATEMENTS(Unaudited)September 30, 2009

NOTE 1.     GENERAL ORGANIZATION AND BUSINESS

Sloud, Inc. (the "Company") is a Nevada corporation established on October 10, 2005. It is a company focusing on the research and development of tools to simplify music search, comparison, and composition over the internet. The Company has developed proprietary technology that uses a human voice to efficiently locate and retrieve sound, enabling music search and other audio-related computer services based on actual audio content. Instead of the usual services based on keyboard input (typing of words), the users of the Company's services will sing, whistle, and hum musical sequences into a microphone. The Company's technology converts the sound to music scores and then uses it to search music databases. The Company plans to utilize this technology to operate an audio search engine website which will allow users to efficiently locate a song by singing, whistling, or humming it. Once the song is identified, the website will allow users to then purchase the song online, or buy the CD as well as various other affiliated services associated with the results.



The Company is in the development stage, and has not had any revenues to date. In the fall of 2005, the Company found a team of Ukrainian programmers who had a software product that demonstrated music recognition technology. In November, 2005 the programmers were hired as contractors and issued stock for their intellectual property. From November, 2005 until March, 2006, the product was refined and repackaged, and in March, 2006 the product known as Query by Humming (QbH) was released. The product cannot be sold or leased to individual users because it has a very small backend music database. The product is being marketed to music stores and technology companies who already have the music database.



NOTE 2.     BASIS OF PRESENTATION



Interim Financial Statements



The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months period ended September 30, 2009 and 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009. For further information, refer to the financial statements and footnotes thereto included in our Form 10-K Report for the fiscal year ended December 31, 2008.

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<Table of Contents>

SLOUD, INC.(A Development Stage Company)NOTES TO FINANCIAL STATEMENTS (Unaudited)September 30, 2009



NOTE 3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



The relevant accounting policies and procedures are listed below.



Accounting Basis



The statements were prepared following generally accepted accounting principles of the United States of America consistently applied.  The Company uses a December 31 year end.



Use of Estimates



The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.



Cash and Cash Equivalents



For purposes of reporting cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.



Income Taxes



The Company has incurred operating losses of $ 65,710, which, if utilized, will begin to expire in 2026. Future tax benefits, which may arise as a result of these losses, have not been recognized in these financial statements, and have been off set by a valuation allowance.



The potential future tax benefits of these losses have not been recognized in these financial statements due to uncertainty of their realization. When the future utilization of some portion of the carry forwards is determined not to be "more likely than not," a valuation allowance is provided to reduce the recorded tax benefits from such assets.



Basic Earnings per Share



In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock.  SFAS No. 128 supersedes the provisions of APB No. 15, and requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share.  The Company has adopted the provisions of SFAS No. 128 effective November 30, 2005 (inception).



Basic net loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding.  Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company

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SLOUD, INC.(A Development Stage Company)NOTES TO FINANCIAL STATEMENTS (Unaudited)September 30, 2009

NOTE 4.     GOING CONCERN



As the Company is in the development stage, the long-term viability of the Company's business plan is still uncertain. The ability of the Company to continue as a going concern is dependent on additional sources of capital and the success of the Company's plan. Management feels there are adequate outside sources of additional operating capital to continue operations, albeit at possibly reduced levels, for the next several years. At September 30, 2009, the Company has an accumulated deficit of $65,710, cash in bank of $215, and has $400 in revenues since inception.



Losses are expected to continue for the immediate future. In addition, the Company's cash flow requirements have been met by the generation of capital through private placements of the Company's common stock and loans. Assurance cannot be given that this source of financing will continue to be available to the Company and demand for the Company's equity instruments will be sufficient to meet its capital needs. However; the company is in process of following through with its business plan with sufficient capital at present to meet its business plan.



The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company's continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet it's obligations on a timely basis, to retain its current financing, to obtain additional financing, and ultimately to generate revenues.



NOTE 5.     RELATED PARTY TRANSACTIONS



On November 11, 2008 the Company has concluded Personal Loan Agreement with the CEO of the Company, Gene Sokolov, for period one year on amount $2,740 for administrative purpose. The amount due to the related party is unsecured and non interest-bearing.



On May 31, 2009, the Company has concluded a Personal Loan Agreement with the CEO of the Company, Gene Sokolov. The loan is in the amount of $3,000 over a one-year period, and is for administrative purposes. The amount due to the related party is unsecured and non interest-bearing.



The Company's administrative office and support are provided by entities controlled by one of the Company's stockholders at no charge.  There is no formal agreement to continue this arrangement.



As of September 30, 2009, the balance of due to this shareholder is $9,860.



NOTE 6.     CAPITAL STOCK



On November 8, 2005 the Company issued a total of 17,500,000 shares of common stock for intellectual property in the amount of $0.001 per share for a total of $17,500.



On November 22, 2005 the Company issued a total of 2,000,000 shares of common stock for cash in the amount of $0.016 per share for a total of $32,565.



On August 30, 2008 the Company issued a total of 200,000 shares of common stock for cash in the amount of $0.025 per share for a total of $5,000.



As of September 30, 2009 the Company had 19,700,000 shares of common stock issued and outstanding.



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<Table of Contents>

SLOUD, INC.(A Development Stage Company)NOTES TO FINANCIAL STATEMENTS (Unaudited)September 30, 2009

NOTE 7.     THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS



Below is a listing of the most recent Statement of Financial Accounting Standards (SFAS) and their effect on the Company.



In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No. 163, "Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60".  SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company's financial position, statements of operations, or cash flows at this time.



In June 2009, the Financial Accounting Standards Board issued Statement "FASB" issued Statement No. 168, "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles" ("SFAS No. 168").  SFAS No. 168 will become the single source of authoritative nongovernmental U.S. generally accepted accounting principles ("GAAP"), superseding existing FASB, American Institute of Certified Public Accountants ("AICPA"), Emerging Issues Task Force ("EITF"), and related accounting literature.  SFAS No. 168 reorganizes the thousands of GAAP pronouncements into roughly 90 accounting topics and displays them using a consistent structure.  Also included is relevant Securities and Exchange Commission guidance organized using the same topical structure in separate sections.  SFAS No. 168 will be effective for financial statements issued for reporting periods that end after September 15, 2009.  This statement will have an impact on the Company's financial statements since all future references to authoritative accounting literature will be references in accordance with SFAS No. 168. The Company will adopt the use of the Codification for the quarter ending September 30, 2009.  The Company is currently evaluating the effect on its financial statement disclosures since all future references to authoritative accounting literature will be references in accordance with the Codification.



In May 2009, the FASB issued SFAS No. 165, "Subsequent Events"("SFAS No. 165"). This Statement establishes general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued.  It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date and is effective for interim and annual periods ending after June 15, 2009.  We are currently assessing the impact of the adoption of SFAS 165, if any, on our financial position, results of operations or cash flows.



In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities-an amendment of FASB Statement No. 133.  This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has not yet adopted the provisions of SFAS No. 161, but does not expect it to have a material impact on its financial position, results of operations or cash flows.

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SLOUD, INC.(A Development Stage Company)NOTES TO FINANCIAL STATEMENTS (Unaudited)September 30, 2009

NOTE 7.     THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS (continued)



In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No. 51.  This statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this statement was issued, limited guidance existed for reporting noncontrolling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This statement improves comparability by eliminating that diversity. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this statement is the same as that of the related Statement 141 (revised 2007). It is not believed that this will have an impact on the Company's financial position, results of operations or cash flows.



In October 2009, FASB issued updates to revenue recognition guidance. These changes provide application guidance on whether multiple deliverables exist, how the deliverables should be separated, and how the consideration should be allocated to one or more units of accounting. This update establishes a selling price hierarchy for determining the selling price of a deliverable. The selling price used for each deliverable will be based on vendor-specific objective evidence, if available, third-party evidence if vendor-specific objective evidence is not available, or estimated selling price if neither vendor-specific or third-party evidence is available. The Company will be required to apply this guidance prospectively for revenue arrangements entered into or materially modified after January 1, 2011; however, earlier application is permitted. The Company has not determined the impact that this update may have on its Consolidated Financial Statements.



In August 2009, FASB issued updates to fair value accounting for liabilities. These changes clarify existing guidance that in circumstances in which a quoted price in an active market for the identical liability is not available, an entity is required to measure fair value using either a valuation technique that uses a quoted price of either a similar liability or a quoted price of an identical or similar liability when traded as an asset, or another valuation technique that is consistent with the principles of fair value measurements, such as an income approach (e.g., present value technique). This guidance also states that both a quoted price in an active market for the identical liability and a quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are Level 1 fair value measurements. These changes will become effective for the Company's Consolidated Financial Statements for the year ended June 30, 2010. The Company has not determined the impact that this update may have on its Consolidated Financial Statements.



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<Table of Contents>

In this Quarterly Report on Form 10-Q, "Company," "our company," "us," and "our" refer to Sloud, Inc. unless the context requires otherwise.



|ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------



Management's Discussion and Analysis contains various "forward looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, regarding future events or the future financial performance of the Company that involve risks and uncertainties. Certain statements included in this Form 10-Q, including, without limitation, statements related to anticipated cash flow sources and uses, and words including but not limited to "anticipates", "believes", "plans", "expects", "future" and similar statements or expressions, identify forward looking statements. Any forward-looking statements herein are subject to certain risks and uncertainties in the Company's business, including but not limited to, reliance on key customers and competition in its markets, market demand, product performance, technological developments, maintenance of relationships with key suppliers, difficulties of hiring or retaining key personnel and any changes in current accounting rules, all of which may be beyond the control of the Company. The Company adopted at management's discretion, the most conservative recognition of revenue based on the most astringent guidelines of the SEC in terms of recognition of software licenses and recurring revenue. Management will elect additional changes to revenue recognition to comply with the most conservative SEC recognition on a forward going accrual basis as the model is replicated with other similar markets (i.e. SBDC). The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth therein.



BUSINESS DEVELOPMENT



Sloud, Inc. is a Nevada corporation established on October 10, 2005.  Our core technology is based on conversion of musical and rhythmical sounds into standard musical notation. We entered into a intellectual property acquisition agreement and acquired our core technology from Dr. Sergey Maruta in exchange for 800,000 shares of the our common stock. The acquisition included various audio retrieval technologies that had been under development since 1991. Dr. Maruta and his team of developers joined our management and have continued with the ongoing development and commercialization of the technology under the Sloud brand name.



Our management plans on offering a broad range of services based on a concept of audio input from users. Instead of the usual services based on keyboard input (typing of words), the users of our services will sing, whistle, and hum musical sequences into a microphone. We believe our technology will convert sound to music scores and then use it for searching music databases, and for creating musical performances based on a user's own singing. The services will be targeted at the conventional music stores, selling CDs, online music digital music retailers, emerging mp3 player/juke boxes - cell phone hybrids, and the market for cell phone ring tones. Additionally, we intend to operate an audio search engine website. This website will allow users to efficiently locate a song by singing, whistling, or humming it. Our search engine will return results based on a user sample. The site will allow users to then purchase the song online, or buy the CD as well as various other affiliated services associated with their results.



We have been offering music transcription services free of charge to any user during the time period we developed our technology. We believe this has built name recognition while at the same time educating the public that a better music search tool exists. The feedback from users has allowed us to perfect the technology.



At this stage, we intend be marketing our services through various media outlets in order to receive the necessary support from the public marketplace. While working on the core transcription and search technology, Sloud has begun to sell advertising space on the website to generate revenues.



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Globalization and advances in technology offer significant opportunities for expanding music markets, and entertainment markets in general. We intend to increase our revenues and profitability by capitalizing on these opportunities by implementing the following three strategies:



- Add New Products and Services - We intend to develop new products as well as product line extensions based on research and development in collaboration with our customers and licensees.



- License Technology to Third Parties - We intend to leverage our existing capacity and scalable technology and business processes to provide a broad range of services to music stores, online and conventional, cell phone providers, providers of cell-phone related services.



- Pursue Select Partners and Acquisitions - We plan to supplement our internal growth through the formation of joint ventures, partners and select acquisitions of businesses or technologies that will open the access to our markets or advance our technology. We will seek partners and acquisitions that enable us to enter new markets as well as provide services that we currently do not offer.



PLAN OF OPERATION

Our plan of operations for the next twelve months is to release an initial version of video monitoring solution based on acoustic fingerprinting. The solution allows monitoring of user-generated video content for duplicates and copyright infringement. The application is based on acoustic fingerprinting of audio track extracted from the video. The actual video content is not monitored.



An effort will be extended to market this application to Internet video hosting services. Based on feedback engineering, our management intends to update the product with new features.



Updated version of UB Composer will be released. UB Composer converts voice or other sound to music scores and can save them as MIDI. The updated version will support RIFF audio format and have updated user interface.



The next version of video monitoring solution will be released. This version is expected to monitor both audio and video components of the video content (as opposed to the first version which monitors just the audio component)



A full version of Music Content Inspector will be released. It will support Windows Vista, have updated user interface and some limitations will be removed, such as a limitation on the number of indexed files.



An effort will be extended to market the video monitoring application to video hosting companies and bit torrent search operators.



If the market for our products is accepted, and we generate more orders and revenues, we will require additional employees. Continuous research and development may also be required based on user needs and requirements. In order to achieve these goals, we may require additional capital over the next twelve months. Should additional capital be required, we will need to obtain such financing and failure to obtain financing will likely have an adverse impact on our business plan.



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RESULTS OF OPERATIONS

Substantial positive and negative fluctuations can occur in our business due to a variety of factors, including variations in the economy, and the abilities to raise capital. As a result, net income and revenues in a particular period may not be representative of full year results and may vary significantly in this early stage of our operations. In addition results of operations, which may fluctuate in the future, may be materially affected by many factors of a national and international nature, including economic and market conditions, currency values, inflation, the availability of capital, the level of volatility of interest rates, the valuation of security positions and investments and legislative and regulatory developments. Our results of operations also may be materially affected by competitive factors and our ability to attract and retain highly skilled individuals.

Results of Operations for the three and nine month ended September 30, 2009.

Revenue for the three and nine months ended September 30, 2009 was $0. We are a development stage company. We were organized in October, 2005 and have not generated revenues to date. Revenue from Inception of October 10, 2005 through September 30, 2009 was $400.

Operating Expenses for the three and nine month ended September 30, 2009.

We had operating expenses of $2,220 and $9,520 for the three and nine month ended September 30, 2009 respectively.

Other Expense from for the three and nine month ended September 30, 2009.

We had no other expenses for the three and nine month ended September 30, 2009.



LIQUIDITY AND CAPITAL RESOURCES

We have a limited operating history. We are currently operating with insufficient working capital, which, among other things has constrained our ability to market our services. As a result, there can be no assurance that we will be successful in our business model.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES



Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The critical accounting policies that affect our more significant estimates and assumptions used in the preparation of our financial statements are reviewed and any required adjustments are recorded on a monthly basis.



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RECENT ACCOUNTING PRONOUNCEMENTS

In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, "Earnings per Share." FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. We are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have material effect on our financial positionand results of operations if adopted.



In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No. 163, "Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60".  SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company's financial position, statements of operations, or cash flows at this time.



In June 2009, the Financial Accounting Standards Board issued Statement "FASB" issued Statement No. 168, "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles" ("SFAS No. 168").  SFAS No. 168 will become the single source of authoritative nongovernmental U.S. generally accepted accounting principles ("GAAP"), superseding existing FASB, American Institute of Certified Public Accountants ("AICPA"), Emerging Issues Task Force ("EITF"), and related accounting literature.  SFAS No. 168 reorganizes the thousands of GAAP pronouncements into roughly 90 accounting topics and displays them using a consistent structure.  Also included is relevant Securities and Exchange Commission guidance organized using the same topical structure in separate sections.  SFAS No. 168 will be effective for financial statements issued for reporting periods that end after September 15, 2009.  This statement will have an impact on the Company's financial statements since all future references to authoritative accounting literature will be references in accordance with SFAS No. 168. The Company will adopt the use of the Codification for the quarter ending September 30, 2009.  The Company is currently evaluating the effect on its financial statement disclosures since all future references to authoritative accounting literature will be references in accordance with the Codification.



In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities-an amendment of FASB Statement No. 133.  This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has not yet adopted the provisions of SFAS No. 161, but does not expect it to have a material impact on its financial position, results of operations or cash flows.



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In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No. 51.  This statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this statement was issued, limited guidance existed for reporting noncontrolling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This statement improves comparability by eliminating that diversity. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this statement is the same as that of the related Statement 141 (revised 2007). It is not believed that this will have an impact on the Company's financial position, results of operations or cash flows.



In October 2009, FASB issued updates to revenue recognition guidance. These changes provide application guidance on whether multiple deliverables exist, how the deliverables should be separated, and how the consideration should be allocated to one or more units of accounting. This update establishes a selling price hierarchy for determining the selling price of a deliverable. The selling price used for each deliverable will be based on vendor-specific objective evidence, if available, third-party evidence if vendor-specific objective evidence is not available, or estimated selling price if neither vendor-specific or third-party evidence is available. The Company will be required to apply this guidance prospectively for revenue arrangements entered into or materially modified after January 1, 2011; however, earlier application is permitted. The Company has not determined the impact that this update may have on its Consolidated Financial Statements.



In August 2009, FASB issued updates to fair value accounting for liabilities. These changes clarify existing guidance that in circumstances in which a quoted price in an active market for the identical liability is not available, an entity is required to measure fair value using either a valuation technique that uses a quoted price of either a similar liability or a quoted price of an identical or similar liability when traded as an asset, or another valuation technique that is consistent with the principles of fair value measurements, such as an income approach (e.g., present value technique). This guidance also states that both a quoted price in an active market for the identical liability and a quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are Level 1 fair value measurements. These changes will become effective for the Company's Consolidated Financial Statements for the year ended June 30, 2010. The Company has not determined the impact that this update may have on its Consolidated Financial Statements.

OFF-BALANCE SHEET ARRANGEMENTS



We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors. Certain officers and directors of the Company have provided personal guarantees to our various lenders as required for the extension of credit to the Company.

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|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------



We do not hold any derivative instruments and do not engage in any hedging activities.



|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------



(a)     Evaluation of Disclosure Controls and Procedures



Our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.



Our Chief Executive Officer and Chief Financial Officer is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.



Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Furthermore, smaller reporting companies face additional limitations. Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties. Often, one or two individuals control every aspect of the Company's operation and are in a position to override any system of internal control. Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.



Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the Company's internal control over financial reporting as of September 30, 2009. In making this assessment, our Chief Executive Officer and Chief Financial Officer used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control -- Integrated Framework. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2009, our internal control over financial reporting was effective.



(b)     Changes in Internal Control over Financial Reporting.



During the Quarter ended September 30, 2009, there was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



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PART II - OTHER INFORMATION



|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------



The Company is not a party to any litigation and, to its knowledge, no action, suit or proceeding has been threatened against the Company except with threatened litigation in regard to unpaid debt obligations, and one employee claiming unlawful termination. No actions regarding the unpaid debt have been initiated as of this date.   The Company also believes that the wrongful termination suit has no merit. There are no material proceedings to which any director, officer or affiliate of the Company or security holder is a party adverse to the Company or has a material interest adverse to the Company.



|ITEM 1A. | RISK FACTORS
|-------- | ------------



We are subject to various risks that may materially harm our business, financial condition and results of operations. If any of the events anticipated by the risks described below occur, our results of operations and financial condition could be adversely affected which could result in a decline in the market price of our common stock, causing you to lose all or part of your investment. We have repeated or updated some of the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2008 ad subsequent quarterly reports on Form 10-Q.  If any of these, or previously disclosed risks or uncertainties actually occurs, our business, financial condition or operating results could be materially harmed.



We Have A Limited Operating History And Have Losses Which We Expect To Continue In The Future. As A Result, We May Have To Suspend Or Cease Operations.



We were incorporated in October, 2005. Thus, we have little operating history upon which an evaluation of our future success or failure can be made. We have generated minimal revenue since our inception. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to procure new business and generate revenues.



Based upon current plans, we expect to incur operating losses in future periods. This will happen because our minimum operating expenses continue to exceed our projected revenues. Our failure to generate sufficient revenues in the future may cause us to suspend or cease operations.



The Timing And Amount Of Capital Requirements Are Not Entirely Within Our Control And Cannot Accurately Be Predicted And As A Result, We May Not Be Able To Raise Capital In Time To Satisfy Our Needs.



If we do not increase our revenue significantly we may need to procure additional financing. If capital is required, we may require financing sooner than anticipated. We have no commitments for financing, and we cannot be sure that any financing would be available in a timely manner, on terms acceptable to us, or at all. Further, any equity financing could reduce ownership of existing stockholders and any borrowed money could involve restrictions on future capital raising activities and other financial and operational matters. If we were unable to obtain financing as needed, we could be bankrupt.



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We Compete With Numerous Larger Competitors, Many Of Which Are Better Financed And Have A Stronger Presence In The Industry Than Ourselves.



We were established in October, 2005. There can be no assurance that we will ever achieve significant revenues or any profitability. The revenue and income potential of our proposed business and operations is unproven as the lack of operating history makes it difficult to evaluate the future prospects of our business.



As many of these firms have significantly stronger name recognition than us, they are in a position to quickly attract clients which are in need of products and services thus adversely impacting our potential pool of clients. Our sales and marketing structure is not proprietary and it would not be difficult for a company to offer similar services. Further, entry into the marketplace by new competitors is relatively easy especially considering their existing presences and their greater resources for financing, advertising and marketing.



Our Common Shares Are Subject To The "Penny Stock" Rules Of The SEC And The Trading Market In Our Securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.



The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

|· | that a broker or dealer approve a person's account for transactions in penny stocks; and                                                                           
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|· | the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.



In order to approve a person's account for transactions in penny stocks, the broker or dealer must:

|· | obtain financial information and investment experience objectives of the person; and                                                                                                                                                                 
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|· | make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.



The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:

|· | sets forth the basis on which the broker or dealer made the suitability determination; and                
|- | ----------------------------------------------------------------------------------------------------------
|· | that the broker or dealer received a signed, written agreement from the investor prior to the transaction.



Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our Common shares and cause a decline in the market value of our stock.



Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.



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FINRA Sales Practice Requirements May Also Limit A Stockholder's Ability To Buy And Sell Our Stock.



In addition to the "penny stock" rules described above, the Financial Industry Regulatory Authority (FINRA) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.



Failure To Achieve And Maintain Effective Internal Controls In Accordance With Section 404 Of The Sarbanes-Oxley Act Could Have A Material Adverse Effect On Our Business And Operating Results.



It may be time consuming, difficult and costly for us to develop and implement the additional internal controls, processes and reporting procedures required by the Sarbanes-Oxley Act. We may need to hire additional financial reporting, internal auditing and other finance staff in order to develop and implement appropriate additional internal controls, processes and reporting procedures. If we are unable to comply with these requirements of the Sarbanes-Oxley Act, we may not be able to obtain the independent accountant certifications that the Sarbanes-Oxley Act requires of publicly traded companies.



If we fail to comply in a timely manner with the requirements of Section 404 of the Sarbanes-Oxley Act regarding internal control over financial reporting or to remedy any material weaknesses in our internal controls that we may identify, such failure could result in material misstatements in our financial statements, cause investors to lose confidence in our reported financial information and have a negative effect on the trading price of our common stock.



Pursuant to Section 404 of the Sarbanes-Oxley Act and current SEC regulations, beginning with our annual report on Form 10-K for our fiscal period ending December 31, 2007, we will be required to prepare assessments regarding internal controls over financial reporting and beginning with our annual report on Form 10-K for our fiscal period ending December 31, 2008, furnish a report by our management on our internal control over financial reporting. We have begun the process of documenting and testing our internal control procedures in order to satisfy these requirements, which is likely to result in increased general and administrative expenses and may shift management time and attention from revenue-generating activities to compliance activities. While our management is expending significant resources in an effort to complete this important project, there can be no assurance that we will be able to achieve our objective on a timely basis. There also can be no assurance that our auditors will be able to issue an unqualified opinion on management's assessment of the effectiveness of our internal control over financial reporting. Failure to achieve and maintain an effective internal control environment or complete our Section 404 certifications could have a material adverse effect on our stock price.



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In addition, in connection with our on-going assessment of the effectiveness of our internal control over financial reporting, we may discover "material weaknesses" in our internal controls as defined in standards established by the Public Company Accounting Oversight Board, or the PCAOB. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The PCAOB defines "significant deficiency" as a deficiency that results in more than a remote likelihood that a misstatement of the financial statements that is more than inconsequential will not be prevented or detected.



In the event that a material weakness is identified, we will employ qualified personnel and adopt and implement policies and procedures to address any material weaknesses that we identify. However, the process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. We cannot assure you that the measures we will take will remediate any material weaknesses that we may identify or that we will implement and maintain adequate controls over our financial process and reporting in the future.



Any failure to complete our assessment of our internal control over financial reporting, to remediate any material weaknesses that we may identify or to implement new or improved controls, or difficulties encountered in their implementation, could harm our operating results, cause us to fail to meet our reporting obligations or result in material misstatements in our financial statements. Any such failure could also adversely affect the results of the periodic management evaluations of our internal controls and, in the case of a failure to remediate any material weaknesses that we may identify, would adversely affect the annual auditor attestation reports regarding the effectiveness of our internal control over financial reporting that are required under Section 404 of the Sarbanes-Oxley Act. Inadequate internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock.



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|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS SECURITIES
|------- | ----------------------------------------------------------------------



On November 22, 2005, the Company issued 2,000,000 shares of common stock to certain investors, sold pursuant to a private placement, 2,000,000 shares of common stock at $0.025 per share, pursuant to the private placement. On August 30, 2008 the Company issued a total of 200,000 shares of common stock for cash in the amount of $0.025 per share for a total of $5,000.



There were no other changes in securities and small business issuer purchase of equity securities during the period ended September 30, 2009.



|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES
|------- | -------------------------------



There were no defaults upon senior securities during the period ended September 30, 2009.



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



There were no matters submitted to the vote of securities holders during the period ended September 30, 2009.



|ITEM 5. | OTHER INFORMATION
|------- | -----------------



None.



|ITEM 6. | EXHIBITS
|------- | --------



|            |                                                                                            
|----------- | -------------------------------------------------------------------------------------------
|Exhibit No. | Exhibit Description                                                                        
|31.1        | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act 
|31.2        | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.
|32.1        | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.
|32.2        | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|Date:  November 12, 2009 |  | By:  /s/ Gene Sokolov                                                                                          
|------------------------ |  | ---------------------------------------------------------------------------------------------------------------
|                         |  |                                                                                                                
|                         |  | Gene Sokolov
Chairman, President Chief Executive Officer (Principle Executive Officer), Chief Financial Officer



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