**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**Form
      10-KSB/A**





(Mark
      One)





**x
      ANNUAL REPORT UNDER
      SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      fiscal year ended December 31, 2007





**o
      TRANSITION REPORT UNDER
      SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      transition period from ___________ to ___________





*Commission
      File Number* *000-52087*





**Scout
      Acquisition, Inc.**


(Exact
      name of registrant as specified in its charter)









Delaware
            
            26-0133324(State
                or other jurisdiction of
              incorporation
                or
                organization)
            
            (I.R.S.
                Employer
              Identification
                No.)c/o
                Sands Brothers Venture Capital LLC
              90
                Park Avenue, 31stFloor
              New
                York, New York
            
            10016(Address
                of principal executive
                offices)
            
            (zip
                code)




Registrant’s
                telephone number, including area code:
              (212)
                953-4983









Securities
      registered under Section 12(b) of the Exchange Act:





None.





Securities
      registered under Section 12(g) of the Exchange Act:





Common
      Stock, $0.0001 par value per share


(Title
      of
      Class)








Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. o





Check
      whether the registrant (1) has filed all reports required to be filed by Section
      13 or 15(d) of the Exchange Act 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 xNo o.





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B (§229.405 of this chapter) contained herein, and no disclosure
      will be contained, to the best of registrant's knowledge, in definitive proxy
      or
      information statements incorporated by reference in Part III of this Form
      10-KSB. x





Check
      whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange
      Act). Yes xNo. o





The
      Company’s revenues for fiscal year ended December 31, 2007 were $0.





As
      of
      March 28, 2008, there were 1,500,000 shares of common stock outstanding.





**DOCUMENTS
      INCORPORATED BY REFERENCE:**





**None**





**FORWARD-LOOKING
      STATEMENTS**





Certain
      statements made in this Annual Report on Form 10-KSB are “forward-looking
      statements” (within the meaning of the Private Securities Litigation Reform Act
      of 1995) regarding the plans and objectives of management for future operations.
      Such statements involve known and unknown risks, uncertainties and other factors
      that may cause actual results, performance or achievements of Scout Acquisition,
      Inc. (the “Company”) to be materially different from any future results,
      performance or achievements expressed or implied by such forward-looking
      statements. The forward-looking statements included herein are based on current
      expectations that involve numerous risks and uncertainties. The Company's plans
      and objectives are based, in part, on assumptions involving the continued
      expansion of business. Assumptions relating to the foregoing involve judgments
      with respect to, among other things, future economic, competitive and market
      conditions and future business decisions, all of which are difficult or
      impossible to predict accurately and many of which are beyond the control of
      the
      Company. Although the Company believes its assumptions underlying the
      forward-looking statements are reasonable, any of the assumptions could prove
      inaccurate and, therefore, there can be no assurance the forward-looking
      statements included in this Report will prove to be accurate. In light of the
      significant uncertainties inherent in the forward-looking statements included
      herein, the inclusion of such information should not be regarded as a
      representation by the Company or any other person that the objectives and plans
      of the Company will be achieved.




Transitional
      Small Business Disclosure Format (check one): Yes oNo x




EXPLANATORY
      NOTE




The
      purpose of this Amendment No. 1 to the Annual Report
      on Form 10-KSB is to provide management's assessment of internal control over
      financial reporting under Item 8A which was not included in the original Form
      10-KSB filing.




1




**PART
      I**





**Item
      1. Description of Business.**





**Introduction**





Scout
      Acquisition, Inc. (“we”, “us”, “our”, or the “Company”) was incorporated in the
      State of Delaware on January 3, 2006 and maintains its principal executive
      offices at c/o Sands Brothers Venture Capital LLC, 90 Park Avenue,
      31 st Floor,
      New York, New York 10016. Since inception, the Company has been engaged in
      organizational efforts and obtaining initial financing. The Company was formed
      as a vehicle to pursue a business combination. The Company filed a registration
      statement on Form 10-SB with the U.S. Securities and Exchange Commission (the
      “SEC”) on June 30, 2006, and since its effectiveness, the Company has begun
      efforts to identify a possible business combination. However, the Company has
      not entered into a letter of intent or any definitive agreement concerning
      any
      target business. The business purpose of the Company is to seek the acquisition
      of, or merger with, an existing company.





The
      Company, based on proposed business activities, is a “blank check” company. The
      SEC defines those companies as "any development stage company that is issuing
      a
      penny stock, within the meaning of Section 3(a)(51) of the Securities Exchange
      Act of 1934, as amended (the “Exchange Act”), and that has no specific business
      plan or purpose, or has indicated that its business plan is to merge with an
      unidentified company or companies." Many states have enacted statutes, rules
      and
      regulations limiting the sale of securities of "blank check" companies in their
      respective jurisdictions. The Company is also a “shell company,” defined in Rule
      12b-2 under the Exchange Act as a company with no or nominal assets (other
      than
      cash) and no or nominal operations. Management does not intend to undertake
      any
      efforts to cause a market to develop in our securities, either debt or equity,
      until we have successfully concluded a business combination. The Company intends
      to comply with the periodic reporting requirements of the Exchange Act for
      so
      long as we are subject to those requirements.





The
      Company was organized as a vehicle to investigate and, if such investigation
      warrants, acquire a target company or business seeking the perceived advantages
      of being a publicly held corporation. The Company’s principal business objective
      for the next 12 months and beyond such time will be to achieve long-term growth
      potential through a combination with an operating business. The Company will
      not
      restrict its potential candidate target companies to any specific business,
      industry or geographical location and, thus, may acquire any type of
      business.





**Competition**





The
      Company faces vast competition from other shell companies with the same
      objectives. The Company is in a highly competitive market for a small number
      of
      business opportunities which could reduce the likelihood of consummating a
      successful business combination. A large number of established and well-financed
      entities, including small public companies and venture capital firms, are active
      in mergers and acquisitions of companies that may be desirable target candidates
      for us. Nearly all these entities have significantly greater financial
      resources, technical expertise and managerial capabilities than we do;
      consequently, we will be at a competitive disadvantage in identifying possible
      business opportunities and successfully completing a business combination.
      These
      competitive factors may reduce the likelihood of our identifying and
      consummating a successful business combination.





**Employees**





We
      have
      no employees other than our management who devotes only a limited amount of
      time
      to our business.




2





**Risk
      Factors**




**You
      should carefully review and consider the following risks as well as all other
      information contained in this Annual Report on Form 10-KSB, including our
      financial statements and the notes to those statements. The following risks
      and
      uncertainties are not the only ones facing us. Additional risks and
      uncertainties of which we are currently unaware or which we believe are not
      material also could materially adversely affect our business, financial
      condition, results of operations, or cash flows. To the extent any of the
      information contained in this annual report constitutes forward-looking
      information, the risk factors set forth below are cautionary statements
      identifying important factors that could cause our actual results
      for various financial reporting periods to differ materially from those
      expressed in any forward-looking statements made by or on our behalf and could
      materially adversely effect our financial condition, results of operations
      or
      cash flows.**





***There
      may be conflicts of interest between our management and our non-management
      stockholders.***





Conflicts
      of interest create the risk that management may have an incentive to act
      adversely to the interests of the Company. A conflict of interest may arise
      between our management's personal pecuniary interest and its fiduciary duty
      to
      our stockholders. In addition, our management is currently involved with other
      blank check companies, and in the pursuit of business combinations, conflicts
      with such other blank check companies with which it is, and may in the future
      become, affiliated, may arise. If we and the other blank check companies that
      our management is affiliated with desire to take advantage of the same
      opportunity, then those members of management that are affiliated with both
      companies would abstain from voting upon the opportunity. In the event of
      identical officers and directors, the officers and directors will arbitrarily
      determine the company that will be entitled to proceed with the proposed
      transaction.





***We
      have a limited operating history.***





We
      have a
      limited operating history and no revenues or earnings from operations since
      inception, and there is a risk that we will be unable to continue as a going
      concern and consummate a business combination. We have no significant assets
      or
      financial resources. We will, in all likelihood, sustain operating expenses
      without corresponding revenues, at least until the consummation of a merger
      or
      other business combination with a private company. This may result in our
      incurring a net operating loss that will increase unless we consummate a
      business combination with a profitable business. We cannot assure you that
      we
      can identify a suitable business opportunity and consummate a business
      combination, or that any such business will be profitable at the time of its
      acquisition by us or ever.





***We
      have incurred and may continue to incur losses.***





Since
      inception (January 3, 2006) through December 31, 2007, we have incurred a net
      loss of $80,630. We expect that we will incur losses at least until we complete
      a merger or other business combination with an operating business and perhaps
      after such a combination as well. There can be no assurance that we will
      complete a merger or other business combination with an operating business
      or
      that we will ever be profitable.





***We
      face a number of risks associated with potential
      acquisitions.***





We
      intend
      to use reasonable efforts to complete a merger or other business combination
      with an operating business. Such combination will be accompanied by risks
      commonly encountered in acquisitions, including, but not limited to,
      difficulties in integrating the operations, technologies, products and personnel
      of the acquired companies and insufficient revenues to offset increased expenses
      associated with acquisitions. Failure to manage and successfully integrate
      acquisitions we make could harm our business, our strategy and our operating
      results in a material way.




3




***There
      is competition for those private companies suitable for a merger transaction
      of
      the type contemplated by management.***





The
      Company is in a highly competitive market for a small number of business
      opportunities which could reduce the likelihood of consummating a successful
      business combination. We are, and will continue to be, an insignificant
      participant in the business of seeking mergers with, joint ventures with and
      acquisitions of small private and public entities. A large number of established
      and well-financed entities, including small public companies and venture capital
      firms, are active in mergers and acquisitions of companies that may be desirable
      target candidates for us. Nearly all these entities have significantly greater
      financial resources, technical expertise and managerial capabilities than we
      do;
      consequently, we will be at a competitive disadvantage in identifying possible
      business opportunities and successfully completing a business combination.
      These
      competitive factors may reduce the likelihood of our identifying and
      consummating a successful business combination.





***Future
      success is highly dependent on the ability of management to locate and attract
      a
      suitable acquisition.***





The
      nature of our operations is highly speculative, and there is a consequent risk
      of loss of your investment. The success of our plan of operation will depend
      to
      a great extent on the operations, financial condition and management of the
      identified business opportunity. While management intends to seek business
      combination(s) with entities having established operating histories, we cannot
      assure you that we will be successful in locating candidates meeting that
      criterion. In the event we complete a business combination, the success of
      our
      operations may be dependent upon management of the successor firm or venture
      partner firm and numerous other factors beyond our control.





***Management
      intends to devote only a limited amount of time to seeking a target company
      which may adversely impact our ability to identify a suitable acquisition
      candidate.***




While
      seeking a business combination, management anticipates devoting very limited
      time to the Company's affairs. Our sole officer has not entered into a written
      employment agreement with us and is not expected to do so in the foreseeable
      future. This limited commitment may adversely impact our ability to identify
      and
      consummate a successful business combination.





***There
      can be no assurance that the Company will successfully consummate a business
      combination.***





We
      can
      give no assurances that we will successfully identify and evaluate suitable
      business opportunities or that we will conclude a business combination.
      Management has not identified any particular industry or specific business
      within an industry for evaluation. We cannot guarantee that we will be able
      to
      negotiate a business combination on favorable terms.





***The
      time and cost of preparing a private company to become a public reporting
      company may preclude us from entering into a merger or acquisition with the
      most
      attractive private companies.***





Target
      companies that fail to comply with SEC reporting requirements may delay or
      preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
      reporting companies to provide certain information about significant
      acquisitions, including certified financial statements for the company acquired,
      covering one, two, or three years, depending on the relative size of the
      acquisition. The time and additional costs that may be incurred by some target
      entities to prepare these statements may significantly delay or essentially
      preclude consummation of an acquisition. Otherwise suitable acquisition
      prospects that do not have or are unable to obtain the required audited
      statements may be inappropriate for acquisition so long as the reporting
      requirements of the Exchange Act are applicable.





***The
      Company may be subject to further government regulation which would adversely
      affect our operations.***





Although
      we are subject to the reporting requirements under the Exchange Act, management
      believes we are not subject to regulation under the Investment Company Act
      of
      1940, as amended (the “Investment Company Act”), since we are not engaged in the
      business of investing or trading in securities. If we engage in business
      combinations which result in our holding passive investment interests in a
      number of entities, we could be subject to regulation under the Investment
      Company Act. If so, we would be required to register as an investment company
      and could be expected to incur significant registration and compliance costs.
      We
      have obtained no formal determination from the SEC as to our status under the
      Investment Company Act and, consequently, violation of the Investment Company
      Act could subject us to material adverse consequences.




4





***Any
      potential acquisition or merger with a foreign company may subject us to
      additional risks.***





If
      we
      enter into a business combination with a foreign company, we will be subject
      to
      risks inherent in business operations outside of the United States. These risks
      include, for example, currency fluctuations, regulatory problems, punitive
      tariffs, unstable local tax policies, trade embargoes, risks related to shipment
      of raw materials and finished goods across national borders and cultural and
      language differences. Foreign economies may differ favorably or unfavorably
      from
      the United States economy in growth of gross national product, rate of
      inflation, market development, rate of savings, and capital investment, resource
      self-sufficiency and balance of payments positions, and in other
      respects.





***The
      Company may be subject to certain tax consequences in our business, which may
      increase our cost of doing business.***





We
      may
      not be able to structure an acquisition to result in tax-free treatment for
      the
      companies or their stockholders, which could deter third parties from entering
      into certain business combinations with us or result in being taxed on
      consideration received in a transaction. Currently, a transaction may be
      structured so as to result in tax-free treatment to both companies, as
      prescribed by various federal and state tax provisions. We intend to structure
      any business combination so as to minimize the federal and state tax
      consequences to both us and the target entity; however, we cannot guarantee
      that
      the business combination will meet the statutory requirements of a tax-free
      reorganization or that the parties will obtain the intended tax-free treatment
      upon a transfer of stock or assets. A non-qualifying reorganization could result
      in the imposition of both federal and state taxes that may have an adverse
      effect on both parties to the transaction.





***Our
      business will have no revenue unless and until we merge with or acquire an
      operating business.***





We
      are a
      development stage company and have had no revenue from operations. We do not
      expect to realize any revenue unless and until we successfully merge with or
      acquire an operating business.





***Because
      we may seek to complete a business combination through a “reverse merger”,
      following such a transaction we may not be able to attract the attention of
      major brokerage firms.***





Additional
      risks may exist since we expect to assist a privately held business to become
      public through a “reverse merger.” Securities analysts of major brokerage firms
      may not provide coverage of our Company since there is no incentive to brokerage
      firms to recommend the purchase of our common stock, par value $0.0001 per
      share
      (the “Common Stock”). No assurance can be given that brokerage firms will want
      to conduct any secondary offerings on behalf of our post-merger company in
      the
      future.





***We
      cannot assure you that following a business combination with an operating
      business, our Common Stock will be listed on NASDAQ or any other securities
      exchange.***




Following
      a business combination, we may seek the listing of our Common
      Stock on
      NASDAQ
      or the American Stock Exchange. However, we cannot assure you that following
      such a transaction, we will be able to meet the initial listing standards of
      either of those or any other stock exchange, or that we will be able to maintain
      a listing of our Common
      Stock on
      either
      of those or any other stock exchange. After completing a business combination,
      until our Common
      Stock is
      listed
      on the NASDAQ or another stock exchange, we expect that our
      C ommon
      Stock would
      be
      eligible to trade on the OTC Bulletin Board, another over-the-counter quotation
      system, or on the “pink sheets,” where our stockholders may find it more
      difficult to dispose of shares or obtain accurate quotations as to the market
      value of our Common
      Stock .
      In
      addition, we would be subject to an SEC rule that, if it failed to meet the
      criteria set forth in such rule, imposes various practice requirements on
      broker-dealers who sell securities governed by the rule to persons other than
      established customers and accredited investors. Consequently, such rule may
      deter broker-dealers from recommending or selling our Common
      Stock ,
      which
      may further affect its liquidity. This would also make it more difficult for
      us
      to raise additional capital following a business combination.




5





***Our
      stockholders may have a minority interest in the Company following a merger
      or
      other business combination with an operating business.***





If
      we
      consummate a merger or business combination with a company with a value in
      excess of the value of our Company and issue shares of Common
      Stock to
      the
      stockholders of such company as consideration for merging with us, our
      stockholders would own less than 50% of the Company after the business
      combination. The stockholders of the acquired company would therefore be able
      to
      control the election of our board of directors (the “Board of Directors”) and
      control our Company.





***There
      is currently no trading market for our Common Stock, and liquidity of shares
      of
      our Common Stock is limited.***





Shares
      of
      our Common
      Stock are
      not
      registered under the securities laws of any state or other jurisdiction, and
      accordingly there is no public trading market for the Common
      Stock .
      Further, no public trading market is expected to develop in the foreseeable
      future unless and until the Company completes a business combination with an
      operating business and the Company thereafter files a registration statement
      under the Securities Act of 1933, as amended (the “Securities Act”). Therefore,
      outstanding shares of Common
      Stock cannot
      be
      offered, sold, pledged or otherwise transferred unless subsequently registered
      pursuant to, or exempt from registration under, the Securities Act and any
      other
      applicable federal or state securities laws or regulations. S hares
      of Common
      Stock cannot
      be
      sold under the exemptions from registration provided by Rule 144 under or
      Section 4(1) of the Securities Act (“Rule 144”), in accordance with the letter
      from Richard K. Wulff, Chief of the Office of Small Business Policy of the
      Securities and Exchange Commission’s Division of Corporation Finance, to Ken
      Worm of NASD Regulation, dated January 21, 2000 (the “Wulff Letter”). The Wulff
      Letter provides that certain private transfers of the shares of common stock
      also may be prohibited without registration under federal securities laws.
      The
      SEC changed certain aspects of the Wulff Letter and such changes apply
      retroactively to our stockholders. Since February 15, 2008, all holders of
      shares of common stock of a “shell company” have been permitted to sell their
      shares of common stock under Rule 144, subject to certain restrictions, starting
      one year after (i) the completion of a business combination with a private
      company in a reverse merger or reverse takeover transaction after which the
      company would cease to be a “shell company” (as defined in Rule 12b-2 under the
      Exchange Act) and (ii) the disclosure of certain information on a Current Report
      on Form 8-K within four business days thereafter.





Compliance
      with the criteria for securing exemptions under federal securities laws and
      the
      securities laws of the various states is extremely complex, especially in
      respect of those exemptions affording flexibility and the elimination of trading
      restrictions in respect of securities received in exempt transactions and
      subsequently disposed of without registration under the Securities Act or state
      securities laws.





***There
      are issues impacting liquidity of our securities with respect to the SEC’s
      review of a future resale registration statement.***





Since
      shares of our Common
      Stock issued
      prior to a business combination or reverse merger cannot currently, nor will
      they for a considerable period of time after we complete a business combination,
      be available to be offered, sold, pledged or otherwise transferred without
      being
      registered pursuant to the Securities Act, we will likely file a resale
      registration statement on Form S-1, or some other available form, to register
      for resale such shares of Common
      Stock .
      We
      cannot control this future registration process in all respects as some matters
      are outside our control. Even if we are successful in causing the effectiveness
      of the resale registration statement, there can be no assurances that the
      occurrence of subsequent events may not preclude our ability to maintain the
      effectiveness of the registration statement. Any of the foregoing items could
      have adverse effects on the liquidity of our shares of Common
      Stock .




6





In
      addition, the SEC has recently disclosed that it has developed internal informal
      guidelines concerning the use of a resale registration statement to register
      the
      securities issued to certain investors in private investment in public equity
      (PIPE) transactions, where the issuer has a market capitalization of less than
      $75 million and, in general, does not qualify to file a Registration Statement
      on Form S-3 to register its securities if the issuer’s securities are listed on
      the Over-the-Counter Bulletin Board or on the Pink Sheets. The SEC has taken
      the
      position that these smaller issuers may not be able to rely on Rule 415 under
      the Securities Act (“Rule 415”), which generally permits the offer and sale of
      securities on a continued or delayed basis over a period of time, but instead
      would require that the issuer offer and sell such securities in a direct or
      "primary" public offering, at a fixed price, if the facts and circumstances
      are
      such that the SEC believes the investors seeking to have their shares registered
      are underwriters and/or affiliates of the issuer. It appears that the SEC in
      most cases will permit a registration for resale of up to one third of the
      total
      number of shares of common stock then currently owned by persons who are not
      affiliates of such issuer and, in some cases, a larger percentage depending
      on
      the facts and circumstances. Staff members also have indicated that an issuer
      in
      most cases will have to wait until the later of six months after effectiveness
      of the first registration or such time as substantially all securities
      registered in the first registration are sold before filing a subsequent
      registration on behalf of the same investors. Since, following a reverse merger
      or business combination, we may have little or no tradable shares of Common
      Stock ,
      it is
      unclear as to how many, if any, shares of Common
      Stock the
      SEC
      will permit us to register for resale, but SEC staff members have indicated
      a
      willingness to consider a higher percentage in connection with registrations
      following reverse mergers with shell companies such as the Company. The SEC
      may
      require as a condition to the declaration of effectiveness of a resale
      registration statement that we reduce or “cut back” the number of shares of
      common stock to be registered in such registration statement. The result of
      the
      foregoing is that a stockholder’s liquidity in Common
      Stock may
      be
      adversely affected in the event the SEC requires a cut back of the securities
      as
      a condition to allow the Company to rely on Rule 415 with respect to a resale
      registration statement, or, if the SEC requires us to file a primary
      registration statement.





***We
      have never paid dividends on our Common Stock.***





We
      have
      never paid dividends on our Common
      Stock and
      do
      not presently intend to pay any dividends in the foreseeable future. We
      anticipate that any funds available for payment of dividends will be re-invested
      into the Company to further its business strategy.





***The
      Company intends to issue more shares in a merger or acquisition, which will
      result in substantial dilution.***





Our
      Certificate of Incorporation authorizes the issuance of a maximum of
      75,000,000 shares of Common
      Stock and
      a
      maximum of 10,000,000 shares of preferred stock, par value $.0001 per share
      (the
“Preferred Stock”). Any merger or acquisition effected by us may result in the
      issuance of additional securities without stockholder approval and the
      substantial dilution in the percentage of Common Stock held by our then existing
      stockholders. Moreover, the Common Stock issued in any such merger or
      acquisition transaction may be valued on an arbitrary or non-arm’s-length basis
      by our management, resulting in an additional reduction in the percentage of
      Common Stock held by our current stockholder. Our Board of Directors has the
      power to issue any or all of such authorized but unissued shares without
      stockholder approval. To
      the
      extent that additional shares of Common Stock or Preferred Stock are issued
      in
      connection with a business combination or otherwise, dilution to the interests
      of our stockholder will occur and the rights of the holder of Common Stock
      might
      be materially and adversely affected.





***Our
      stockholders may engage in a transaction to cause the Company to repurchase
      their shares of Common Stock.*** ****





In
      order
      to provide an interest in the Company to a third party, our stockholders may
      choose to cause the Company to sell Company securities to third parties, with
      the proceeds of such sale being utilized by the Company to repurchase their
      shares of Common Stock. As a result of such transaction, our management,
      stockholders and Board of Directors may change.





***Our
      Board of Directors has the power to issue shares of Preferred Stock with certain
      rights without stockholder approval.***





Our
      Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
      of Preferred Stock with designations, rights and preferences determined from
      time to time by its Board of Directors. Accordingly, our Board of Directors
      is
      empowered, without stockholder approval, to issue shares of Preferred Stock
      with
      dividend, liquidation, conversion, voting, or other rights which could adversely
      affect the voting power or other rights of the holders of the Common
      Stock .
      In the
      event of issuance, the Preferred Stock could be utilized, under certain
      circumstances, as a method of discouraging, delaying or preventing a change
      in
      control of the Company. Although we have no present intention to issue any
      shares of our authorized Preferred Stock, there can be no assurance that we
      will
      not do so in the future.




7





***Control
      by Management.***





Management
      currently owns 100% of all the issued and outstanding Common Stock of the
      Company. Consequently, management has the ability to control the operations
      of
      the Company and, acting together, control all matters submitted to stockholders
      for approval, including :





·
            Election
                of the board of directors;





·
            Removal
                of any directors;





·
            Amendment
                of the Company’s certificate of incorporation or bylaws;
                and





·
            Adoption
                of measures that could delay or prevent a change in control or impede
                a
                merger, takeover or other business
                combination.





These
      stockholders will thus have control over our management and affairs.
      Accordingly, this concentration of ownership may have the effect of impeding
      a
      merger, consolidation, takeover or other business consolidation, or discouraging
      a potential acquirer from making a tender offer for our C ommon
      Stock .





**Item
      2. Description of Property.**





The
      Company neither rents nor owns any properties. The Company utilizes the office
      space and equipment of its management at no cost. Management estimates such
      amounts to be immaterial. The Company currently has no policy with respect
      to
      investments or interests in real estate, real estate mortgages or securities
      of,
      or interests in, persons primarily engaged in real estate activities .





**Item
      3. Legal Proceedings.**





Presently,
      there are not any material pending legal proceedings to which the Company is
      a
      party or as to which any of its property is subject, and no such proceedings
      are
      known to the Company to be threatened or contemplated against it.





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





None.





**PART
      II**





**Item
      5. Market for Common Equity, Related Stockholder Matters and Small Business
      Issuer Purchases of Equity Securities.**





**Common
      Stock**





Our
      Certificate of Incorporation authorizes the issuance of up to 75,000,000 shares
      of Common Stock. Our Common Stock is not listed on a publicly-traded market.
      As
      of March 28, 2008, there were four holders of record of our Common
      Stock.




8




**Preferred
      Stock**





Our
      Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
      of Preferred Stock. The Company has not yet issued any of the Preferred Stock.





**Dividend
      Policy**





The
      Company has not declared or paid any cash dividends on Common Stock and does
      not
      intend to declare or pay any cash dividend in the foreseeable future. The
      payment of dividends, if any, is within the discretion of the Board of Directors
      and will depend on the Company’s earnings, if any, its capital requirements and
      financial condition and such other factors as the Board of Directors may
      consider.





**Securities
      Authorized for Issuance Under Equity Compensation Plans**





None.





**Recent
      Sales of Unregistered Securities**





On
      January 3, 2006, the Registrant sold an aggregate of 1,500,000 shares of Common
      Stock to Sands Brothers Venture Capital LLC (“SBV”), Sands Brothers Venture
      Capital II LLC (“SBV-II”), Sands Brothers Venture Capital III LLC (“SBV-III”),
      and Sands Brothers Venture Capital IV LLC (“SBV-IV”) for an aggregate investment
      of $25,000. The Registrant sold these shares of Common Stock under the exemption
      from registration provided by Section 4(2) of the Securities Act.





All
      purchasers represented in writing that they acquired the securities for their
      own accounts. A legend was placed on the stock certificates stating that the
      securities have not been registered under the Securities Act and cannot be
      sold
      or otherwise transferred without an effective registration or an exemption
      therefrom, but may not be sold pursuant to the exemptions provided by Section
      4(1) of the Securities Act or Rule 144 under the Securities Act, in accordance
      with the letter from Richard K. Wulff, Chief
      of
      the Office of Small Business Policy of the Securities and Exchange Commission’s
      Division of Corporation Finance ,
      to Ken
      Worm of NASD Regulation, Inc., dated January 21, 2000.





The
      Company did not sell any equity securities that were not registered under the
      Securities Act during the fiscal quarter ended December 31, 2007.





No
      securities have been issued for services. Neither the Company nor any person
      acting on its behalf offered or sold the securities by means of any form of
      general solicitation or general advertising. No services were performed by
      any
      purchaser as consideration for the shares issued.





**Item
      6. Management’s Discussion and Analysis or Plan of
      Operation.**





**Plan
      of Operation**





The
      Company has not realized any revenues from operations since inception, and
      its
      plan of operation for the next twelve months is to locate a suitable acquisition
      or merger candidate and consummate a business combination. The Company may
      need
      additional cash advances from its stockholders or loans from other parties
      to
      pay for operating expenses until the Company consummates a merger or business
      combination with a privately-held operating company. Although it is currently
      anticipated that the Company can satisfy its cash requirements with additional
      cash advances or loans from other parties, if needed, for at least the next
      twelve months, the Company can provide no assurance that it can continue to
      satisfy its cash requirements for such period.





Since
      our
      formation on January 3, 2006, our purpose has been to effect a business
      combination with an operating business which we believe has significant growth
      potential. We are currently considered to be a “blank check” company in as much
      as we have no specific business plans, no operations, revenues or employees.
      We
      currently have no definitive agreements or understanding with any prospective
      business combination candidates and have not targeted any business for
      investigation and evaluation nor are there any assurances that we will find
      a
      suitable business with which to combine. The implementation of our business
      objectives is wholly contingent upon a business combination and/or the
      successful sale of securities in the company.




9




As
      a
      result of our limited resources, we expect to effect only a single business
      combination. Accordingly, the prospects for our success will be entirely
      dependent upon the future performance of a single business. Unlike certain
      entities that have the resources to consummate several business combinations
      or
      entities operating in multiple industries or multiple segments of a single
      industry, we will not have the resources to diversify our operations or benefit
      from the possible spreading of risks or offsetting of losses. A target business
      may be dependent upon the development or market acceptance of a single or
      limited number of products, processes or services, in which case there will
      be
      an even higher risk that the target business will not prove to be commercially
      viable.





Our
      sole
      officer and director is only required to devote a very limited portion of his
      time to our affairs on a part-time or as-needed basis. We expect to use outside
      consultants, advisors, attorneys and accountants as necessary, none of which
      will be hired on a retainer basis. We do not anticipate hiring any full-time
      employees so long as we are seeking and evaluating business
      opportunities.





We
      expect
      our present management to play no managerial role in the Company following
      a
      merger or business combination. Although we intend to scrutinize closely the
      management of a prospective target business in connection with our evaluation
      of
      a business combination with a target business, our assessment of management
      may
      be incorrect. We cannot assure you that we will find a suitable business with
      which to combine.




10




**Item
      7. Financial Statements.**





**SCOUT
      ACQUISITION, INC.**


**A
      Development Stage Company**


**DECEMBER
      31, 2007**





**-
      TABLE OF CONTENTS -**


**Page(s)**Financial
                  Statements:Report
                  of Independent Registered Public Accountants
              
              
              F
                  - 1Balance
                  Sheets as of December 31, 2007 and 2006
              
              
              F
                  - 2Statements
                  of Operations for the Year Ended December 31, 2007 and
                  for the Periods from January 3, 2006 (inception) through December
                  31, 2006
                  and 2007
              
              
              F
                  - 3Statement
                  of Stockholders’ Deficiency from January 3, 2006 (inception) to December
                  31, 2007
              
              
              F
                  - 4Statements
                  of Cash Flows for the Year Ended December 31, 2007 and for the
                  Periods
                  from January 3, 2006 (inception) through December 31, 2006 and
                  2007
              
              
              F
                  - 5Notes
                  to Financial Statements
              
              
              F
                  - 6 - F - 11


**REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





To
      the
      Board of Directors


Scout
      Acquisition, Inc.




We
      have
      audited the accompanying balance sheet of Scout Acquisition, Inc. (a development
      stage company) (“the Company”) as of December 31, 2007, and the related
      statements of operations, stockholders’ deficiency, and cash flows for the year
      then ended, the period January 3, 2006 (inception) through December 31, 2006,
      and the cumulative period January 3, 2006 (inception) through December 31,
      2007.
      The Company’s management is responsible for these financial statements. Our
      responsibility is to express an opinion on these financial statements based
      on
      our audits.





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





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Scout Acquisition, Inc. as of
      December 31, 2007 and the results of its operations and its cash flows for
      the
      year ended December 31, 2007, the period January 3, 2006 (inception) through
      December 31, 2006, and the cumulative period January 3, 2006 (inception) through
      December 31, 2007, 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 1 to the financial
      statements, the Company is in the development stage and has suffered recurring
      losses. This raises substantial doubt about its ability to continue as a going
      concern. Management’s plans in regards to these matters are also described in
      Note 1. The accompanying financial statements do not include any adjustments
      that might result from the outcome of this uncertainty.








/s/
      Raich
      Ende Malter & Co. LLP





**RAICH
      ENDE MALTER & CO. LLP**


New
      York,
      New York


March
      21,
      2008




F-1




**SCOUT
      ACQUISITION, INC.**


**A
      Development Stage Company**


**BALANCE
      SHEET**




**December
                31,**
              **2007**
            
            December
                31,
              2006**ASSETS****CURRENT
                ASSETS:**Cash
            
            **$**
            **6,454**
            
            $
            271Prepaid
                Expenses
            
            
            **2,500**
            
            
            6,250**TOTAL
                ASSETS**
            
            **$**
            **8,954**
            
            $
            6,521**LIABILITIES
                AND STOCKHOLDERS’ DEFICIENCY****CURRENT
                LIABILITIES:**Accounts
                payable and accrued expenses
            
            **$**
            **10,834**
            
            $
            2,125**TOTAL
                CURRENT LIABILITIES**
            
            
            **10,834**
            
            
            2,125**LONG
                TERM LIABILITIES:**Loans
                from stockholders
            
            
            **53,750**
            
            
            18,750**TOTAL
                LIABILITIES**
            
            
            **64,584**
            
            
            20,875**STOCKHOLDERS’
                DEFICIENCY:**Preferred
                stock, $.0001 par value; 10,000,000 shares authorized; none issued
                and
                outstanding
            
            
            **-**
            
            
            -Common
                stock, $.0001 par value; 75,000,000 shares authorized; 1,500,000
                shares
                issued and outstanding
            
            
            **150**
            
            
            150Additional
                paid-in capital
            
            
            **24,850**
            
            
            24,850Deficit
                accumulated during the development stage
            
            
            **(80,630**
            **)**
            
            (39,354
            )**TOTAL
                STOCKHOLDERS’ DEFICIENCY**
            
            
            **(55,630**
            **)**
            
            (14,354
            )**TOTAL
                LIABILITIES AND STOCKHOLDERS’ DEFICIENCY**
            
            **$**
            **8,954**
            
            $
            6,521





See
      accompanying notes to financial statements.




F-2




**SCOUT
      ACQUISITION, INC.**


**(A
      Development Stage Company)**


**STATEMENT
      OF OPERATIONS**




For
                the Year Ended
              December
                31,
            
            For
                The Period From January 3, 2006 (Inception) to December
                31,
            
            For
                the Cumulative Period from January 3, 2006 (Inception) to December
                31,2007
            
            2006
            
            2007**REVENUE**
            
            $
            -
            
            $
            -
            
            $
            -General
                and administrative expenses
            
            
            38,067
            
            
            38,729
            
            
            76,796**LOSS
                BEFORE OTHER EXPENSES**
            
            
            (38,067
            )
            
            (38,729
            )
            
            (76,796
            )**OTHER
                EXPENSES:**Interest
                expense
            
            
            3,209
            
            
            625
            
            
            3,834**NET
                (LOSS)**
            
            $
            (41,276
            )
            $
            (39,354
            )
            $
            (80,630
            )**BASIC
                AND DILUTED NET LOSS PER SHARE**
            
            $
            (.03
            )
            $
            (.03
            )**WEIGHTED
                AVERAGE NUMBER OF COMMON SHARES OUTSTANDING**
            
            
            1,500,000
            
            
            1,500,000




See
      accompanying notes to financial statements.




F-3




**SCOUT
      ACQUISITION, INC.**


**(A
      Development Stage Company)**


**STATEMENT
      OF STOCKHOLDERS’ DEFICIENCY**





Preferred
                Stock
            
            Common
                Stock
            
            Additional
                Paid-in
            
            (Deficit)
                Accumulated During the Development
            
            Stockholders’Shares
            
            Amount
            
            Shares
            
            Amount
            
            Capital
            
            Stage
            
            Deficiency**BALANCE,
                JANUARY 3, 2006**
            
            
            -
            
            $
            -
            
            
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Issuance
                of common stock
            
            
            -
            
            
            -
            
            
            1,500,000
            
            
            150
            
            
            24,850
            
            
            -
            
            
            25,000Net
                (loss)
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (39,354
            )
            
            (39,354
            )**BALANCE,
                DECEMBER 31, 2006**
            
            
            -
            
            
            -
            
            
            1,500,000
            
            
            150
            
            
            24,850
            
            
            (39,354
            )
            
            (14,354
            )Net
                (loss)
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (41,276
            )
            
            (41,276
            )**BALANCE,
                DECEMBER 31, 2007**
            
            
            -
            
            $
            -
            
            
            1,500,000
            
            $
            150
            
            $
            24,850
            
            $
            (80,630
            )
            $
            (55,630
            )





See
      accompanying notes to financial statements.




F-4




**SCOUT
      ACQUISITION, INC.**


**(A
      Development Stage Company)**


**STATEMENT
      OF CASH FLOWS**





For
                the Year Ended December 31, 2007
            
            For
                the Period From January 3, 2006 (Inception) to December 31,
                2006
            
            For
                the Cumulative Period from January 3, 2006 (Inception) to December
                31,
                2007**CASH
                FLOWS FROM OPERATING ACTIVITIES:**Net
                loss
            
            $
            (41,276
            )
            $
            (39,354
            )
            $
            (80,630
            )Adjustments
                to reconcile net (loss) to net cash used in
              operating
                activities:Changes
                in operating assets and liabilities:Decrease
                (increase) in prepaid expenses
            
            
            3,750
            
            
            (6,250
            )
            
            (2,500
            )Increase
                in accounts payable and accrued expenses
            
            
            8,709
            
            
            2,125
            
            
            10,834**Net
                cash used in operating activities**
            
            
            (28,817
            )
            
            (43,479
            )
            
            (72,296
            )**CASH
                FLOWS FROM FINANCING ACTIVITIES:**Proceeds
                from issuance of common stock
            
            
            -
            
            
            25,000
            
            
            25,000Proceeds
                from stockholder loans
            
            
            35,000
            
            
            18,750
            
            
            53,750**Net
                cash provided by financing activities**
            
            
            35,000
            
            
            43,750
            
            
            78,750**NET
                INCREASE IN CASH**
            
            
            6,183
            
            $
            271
            
            $
            6,454Cash,
                beginning of period
            
            
            271
            
            
            -
            
            
            -**CASH,
                END OF PERIOD**
            
            $
            6,454
            
            $
            271
            
            $
            6,454




See
      accompanying notes to financial statements.




F-5




**SCOUT
      ACQUISITION, INC.**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**


**December
      31, 2007**





**NOTE
      1 -**  **ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:**





***(a)***
            ***Organization
                and Business:***





Scout
      Acquisition, Inc. (the Company) was incorporated in the state of Delaware on
      January 3, 2006 for the purpose of raising capital that is intended to be
      used in connection with its business plans which may include a possible merger,
      acquisition or other business combination with an operating business.





The
      Company is currently in the development stage. All
      activities of the Company to date relate to its organization, initial funding
      and share issuances.





***(b)***
            ***Basis
                of Presentation:***





The
      accompanying financial statements have been prepared assuming the Company will
      continue as a going concern, which contemplates the recoverability of assets
      and
      the satisfaction of liabilities in the normal course of business. The Company
      has had no revenue and has incurred accumulated net losses from January 3,
      2006
      (inception) through December 31, 2007 of $80,630. These factors, among
      others, raise substantial doubt about the Company’s ability to continue as a
      going concern. In addition, the Company’s development activities since inception
      have been financially sustained through stockholder loans. The ability of the
      company to continue as a going concern is dependent upon management’s plan to
      find a suitable acquisition/merger candidate, raise additional capital from
      the
      sale of common stock, receive additional loans from its shareholders and,
      ultimately, the achievement of significant operating revenues. The accompanying
      financial statements do not include any adjustments that might be required
      should the Company be unable to recover the value of its assets or satisfy
      its
      liabilities.





***(c)***
            ***Use
                of Estimates:***





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States requires management to make estimates
      and assumptions that affect the amounts of assets and liabilities and disclosure
      of contingent assets and liabilities at the date of the balance sheet and
      reported amounts of revenues and expenses during the reporting period. Actual
      results could differ from those estimates.





***(d)***
            ***Cash
                Equivalents:***





The
      Company considers highly liquid financial instruments purchased with a maturity
      of three months or less to be cash equivalents. There are no cash equivalents
      at
      the balance sheet date.




F-6




**SCOUT
      ACQUISITION, INC.**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**


**December
      31, 2007**




**NOTE
      1 -**  **ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** **(Continued):**





***(e)***
            ***Income
                Taxes:***




The
        Company utilizes the liability method of accounting for income taxes. Under
        the
        liability method deferred tax assets and liabilities are determined based
        on the
        differences between financial reporting basis and the tax basis of the assets
        and liabilities and are measured using enacted tax rates and laws that will
        be
        in effect, when the differences are expected to reverse. An allowance against
        deferred tax assets is recognized, when it is more likely than not, that
        such
        tax benefits will not be realized.
 
 The
        Company has approximately $15,600 and $5,900 in gross deferred tax assets
        at
        December 31, 2007 and 2006, respectively, resulting from deferred start up
        costs. A valuation allowance has been recorded to fully offset these deferred
        tax assets as the future realization of the related income tax benefits is
        uncertain. The valuation allowance increased $9,700 in 2007.




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




***(f)***
            ***Loss
                per Common Share:***





Basic
      loss per share is calculated using the weighted-average number of common shares
      outstanding during each reporting period. Diluted loss per share includes
      potentially dilutive securities such as outstanding options and warrants, using
      various methods such as the treasury stock or modified treasury stock method
      in
      the determination of dilutive shares outstanding during each reporting period.
      The Company does not have any potentially dilutive instruments.





***(g)***
            ***Fair
                Value of Financial
                Instruments:***





The
      carrying value of current assets and liabilities approximates fair value due
      to
      the short period of time to maturity. The stockholder loans approximate fair
      value based on market rates available to the Company for financing with similar
      terms.




F-7





**SCOUT
      ACQUISITION, INC.**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**


**December
      31, 2007**




**NOTE
      2 -**  **LOANS
      FROM STOCKHOLDERS:**





On
      January 3, 2006 and July 1, 2006, the Company entered into loan agreements
      with
      certain of its stockholders in the aggregate amount of $12,500 and $6,250,
      respectively. These loans accrue interest at a rate of 4.00% per annum. These
      loans and all accrued interest shall be repaid in full upon the completion
      of a
      merger, and if not, the loans will mature on December 31,
      2010.




On
      February 22, 2007, the Company entered into loan agreements with certain of
      its
      stockholders in the aggregate amount of $35,000. These loans shall accrue
      interest at a rate of 8.25% per annum. These loans and all accrued interest
      shall be repaid in full upon the completion of a merger, and if not, the loans
      will mature on February 22, 2009.




On
      March
      13, 2008, the Company entered into loan agreements with certain of its
      stockholders in the aggregate amount of $35,000. These loans shall accrue
      interest at a rate of 8.25% per annum. These loans and all accrued interest
      shall be repaid in full upon the completion of a merger, and if not, the loans
      will mature on March 13, 2010.


As
        of
        December 31, 2007, accrued expenses include accrued interest on the loans
        from
        stockholders of $3,834.




**NOTE
      3 -**  **CAPITAL
      STOCK:**





The
      total
      number of shares of capital stock which the Company shall have authority to
      issue is eighty five million (85,000,000). These shares are divided into
      two classes with 75,000,000 shares designated as common stock at $.0001 par
      value (the “Common Stock”) and 10,000,000 shares designated as preferred stock
      at $.0001 par value (the “Preferred Stock”).




The
      Preferred stock of the Company shall be issued by the Board of Directors of
      the
      Company in one or more classes or one or more series within any class and such
      classes or series shall have such voting powers, full or limited, or no voting
      powers, and such designations, preferences, limitations or restrictions as
      the
      Board of Directors of the Company may determine, from time to time.




Holders
      of shares of Common stock shall be entitled to cast one vote for each share
      held
      at all stockholders' meetings for all purposes, including the election of
      directors. The Common Stock does not have cumulative voting rights.




On
      January 3, 2006, the Company issued 1,500,000 shares of common stock at a
      purchase price of $0.01667 per share, for an aggregate purchase price of
      $25,000.




F-8




**SCOUT
      ACQUISITION, INC.**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**


**December
      31, 2007**




**NOTE
      4 -**  **INCOME
      TAXES:**





The
      provision for (benefit from) income taxes consists of the
      following.




For
                The Year Ended December 31, 2007
            
            For
                The Period From January 3, 2006 (Inception) to December 31,
                2006
            
            For
                The Cumulative Period from January 3, 2006 (Inception) to December
                31,
                2007Current:Federal
            
            $
            -
            
            $
            -
            
            $
            -Deferred
                tax asset:Federal
            
            
            9,700
            
            
            5,900
            
            
            15,600Valuation
                allowance
            
            
            (9,700
            )
            
            (5,900
            )
            
            (15,600
            )$
            -
            
            $
            -
            
            $
            -





The
      difference between the tax provision at the statutory federal income tax rate
      and the tax provision attributable to loss before income taxes is as
      follows:





For
                The Year Ended December 31, 2007
            
            For
                The Period From January 3, 2006 (Inception) to December 31,
                2006
            
            For
                The Cumulative Period from January 3, 2006 (Inception) to December
                31,
                2007Statutory
                federal income tax rate
            
            
            (34
            %)
            
            (34
            )%
            
            (34
            )%Surtax
                exemption
            
            
            10
            %
            
            19
            %
            
            15
            %Valuation
                allowance
            
            
            24
            %
            
            15
            %
            
            19
            %Income
                tax rate
            
            
            0
            %
            
            0
            %
            
            0
            %





**NOTE
      5 -**  **RECENT
      ACCOUNTING PRONOUNCEMENTS:**





In
      September 2006, the Financial Accounting Standards Board issued Statement of
      Financial Accounting Standards No. 157 (“FAS 157”), Fair Value Measurements,
      which defines fair value, establishes a framework for measuring fair value
      in
      generally accepted accounting principles (“GAAP”), and expands disclosures about
      fair value measurements. FAS 157 applies under other accounting pronouncements
      that require or permit fair value measurements. Prior to FAS 157, there were
      different definitions of fair value and limited guidance for applying those
      definitions in GAAP. Moreover, that guidance was dispersed among the many
      accounting pronouncements that require fair value measurements. Differences
      in
      that guidance created inconsistencies that added to the complexity in applying
      GAAP.





F-9




**SCOUT
      ACQUISITION, INC.**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**


**December
      31, 2007**




**NOTE
      5 -**  **RECENT
      ACCOUNTING PRONOUNCEMENTS (Continued):**





The
      changes to current practice resulting from the application of FAS 157 relate
      to
      the definition of fair value, the methods used to measure fair value, and the
      expanded disclosures about fair value measurements. FAS 157 is effective for
      financial statements issued for fiscal years beginning after November 15, 2007,
      and interim periods within those fiscal years. The Company does not expect
      the
      adoption of FAS 157 to have an effect on its financial statements.





In
      February 2007, the Financial Accounting Standards Board issued Statement of
      Financial Accounting Standards No. 159 (“FAS 159”), The Fair Value Option for
      Financial Assets and Financial Liabilities, which permits entities to choose
      to
      measure many financial instruments and certain other items at fair value which
      are not currently required to be measured at fair value. FAS 159 is effective
      for financial statements issued for fiscal years beginning after November 15,
      2007, and interim periods within those fiscal years. The Company does not expect
      the adoption of FAS 159 to have an effect on its financial
      statements.





In
      December 2007, the Financial Accounting Standards Board (“FASB”) issued
      Statement of Financial Accounting Standards (“SFAS”) No. 141 (R), “Business
      Combinations Revised”, which replaces SFAS No 141. The statement retains the
      purchase method of accounting for acquisitions, but requires a number of
      changes, including changes in the way assets and liabilities are recognized
      in
      the purchase accounting. It also changes the recognition of assets acquired
      and
      liabilities assumed arising from contingencies, requires the capitalization
      of
      in-process research and development at fair value, and requires the expensing
      of
      acquisition-related costs as incurred. SFAS No. 141R is effective
      for business combinations for which the acquisition date is on or after the
      beginning of the first annual reporting period beginning on or after December
      15, 2008. The adoption of SFAS No. 141(R) before December 15, 2008 is
      prohibited. The Company does not expect the adoption of SFAS No. 141(R) to
      have
      a material effect on its financial statements.





In
      December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
      Consolidated Financial Statements—an amendment of ARB 51”, which changes the
      accounting and reporting for minority interests. Minority interests will be
      recharacterized as noncontrolling interests and will be reported as a component
      of equity separate from the parent’s equity, and purchases or sales of equity
      interests that do not result in a change in control will be accounted for as
      equity transactions. In addition, net income attributable to the noncontrolling
      interest will be included in consolidated net income on the face of the income
      statement and, upon a loss of control, the interest sold, as well as any
      interest retained, will be recorded at fair value with any gain or loss
      recognized in earnings. SFAS No. 160 is effective for annual periods
      beginning after December 15, 2008. The adoption of SFAS No. 160 before December
      15, 2008 is prohibited. The Company does not expect the adoption of SFAS No.
      160
      to have a material effect on its financial statements.




In
      March
      2008, the FASB issued SFAS No. 161, **“ Disclosures
      about Derivative Instruments and Hedging Activities—an amendment of FASB
      Statement No. 133”. SFAS No. 161 gives financial statement users better
      information about the reporting entity's hedges by providing for qualitative
      disclosures about the objectives and strategies for using derivatives,
      quantitative data about the fair value of and gains and losses on derivative
      contracts, and details of credit-risk-related contingent features in their
      hedged positions. SFAS No. 161 is effective for financial statements issued
      for fiscal years beginning after November 15, 2008 and interim periods
      within those years. The
      Company does not expect the adoption of SFAS No. 161 to have a
      material effect on the Company’s financial statements.


F-10




**SCOUT
      ACQUISITION, INC.**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**


**December
      31, 2007**




**NOTE
      5 -**  **RECENT
      ACCOUNTING PRONOUNCEMENTS (Continued):**




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




F-11




**Item
      8. Changes in and Disagreements with Accountants on Accounting and Financial
      Disclosure.**





None.





**Item
      8A. Controls and Procedures.**




Evaluation
        of Disclosure Controls and Procedures.
  We
        maintain disclosure controls and procedures that are designed to ensure that
        information required to be disclosed in our reports filed pursuant to the
        Exchange Act is recorded, processed, summarized and reported within
        the time periods specified in the SEC's rules, regulations and related forms,
        and that such information is accumulated
        and communicated to our principal executive officer and principal financial
        officer, as appropriate, to
        allow
        timely decisions regarding required disclosure.
 
 As
        of
        December 31, 2007, we carried out an evaluation, under the supervision and
        with
        the participation of our principal executive officer and our principal financial
        officer of the effectiveness of the design and operation of our
        disclosure controls and procedures. The Company inadvertently omitted
        management's assessment of the Company's
        internal control over financial reporting in the original Form 10-KSB. As
        a
        result, as of the date of this
        Amendment, management has concluded that the Company's disclosure controls
        and
        procedures were ineffective
        as of December 31, 2007. Management
        has subsequently implemented a control to ensure that management's assessment
        of
        the Company's internal control over financial reporting is properly included
        in future
        filings.
 
 Evaluation
        of Internal Controls and Procedures.
  Our
        management is also responsible for establishing and maintaining adequate
        internal control over financial reporting.
        The 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.
 
 As
        of
        December 31, 2007, we carried out an evaluation of the effectiveness of our
        internal control over financial reporting
        based on the framework in "Internal Control - Integrated
        Framework" issued by the Committee of Sponsoring
        Organizations of the Treadway Commission. Based on our evaluation, our
        management concluded that
        our
        internal control over financial reporting was effective as of December 31,
        2007.
 
 Changes
        in Internal Controls.
  There
        have been no changes in our internal controls over financial reporting during
        the period covered by this report that has materially affected or is reasonably
        likely to materially affect our internal controls. This annual report
        does not include an attestation report of the company's registered public
        accounting firm due to a transition
        period established by rules of the SEC for smaller reporting
        entities.





**Item
      8B. Other Information.**





None.





**PART
      III**





**Item
      9. Directors and Executive Officers of the Company.**





(a)
      Identification of Directors and Executive Officers. The following table sets
      forth certain information regarding the Company’s directors and executive
      officers for the fiscal year ended December 31, 2007:





**Name**
            
            **Age**
            
            **Position**
            
            **Term**Scott
                Baily
            
            50
            
            President,
                Secretary and Director
            
            January
                3, 2006 thru Present





**Scott
      Baily, President, Secretary and Director.** Scott
      Baily has served as President, Secretary and director of the Company since
      its
      inception. Mr. Baily is also the sole officer and director of Lynx Acquisition,
      Inc., which is a publicly-reporting, non-trading, blank check shell company.
      Mr.
      Baily is Chief Operating Officer (COO) and a director of Sands Brothers Venture
      Capital LLC Funds I-IV. Mr. Baily is involved in all aspects of the management
      and operation of the venture capital funds. Mr. Baily’s Wall Street career spans
      nearly 25 years in a variety of senior executive positions at established
      investment firms. Most recently, he was Senior Partner and Senior Analyst at
      JPS
      Fund Group LLC, a hedge fund (2004-2005). From 2001-2004, Mr. Baily was CEO
      and
      President of GrandView Partners, a financial advisory firm focused on the small
      cap and emerging growth sectors. Previously, at BlueStone Capital Partners,
      from
      1996-2001, Mr. Baily was a Senior Vice President, Director of Research, and
      Senior Equity Analyst. In 2000, while at BlueStone Mr. Baily was named by the
      Wall Street Journal as an All Star Analyst for his stock-picking ability in
      the
      healthcare sector. Earlier in his career, Mr. Baily worked at Barrow Street
      Research 1988-1996, Smith Barney, Harris Upham, Inc. 1984-1988, and Paine
      Webber, Jackson & Curtis (1982-1984) in a variety of senior research
      positions and investment banking. Mr. Baily also serves as President, Secretary
      and director of Scout Acquisition, Inc., which is also a blank check,
      non-trading, publicly-reporting shell company. Mr. Baily was educated at Alma
      College, where he earned a double B.A. degree in Business Administration and
      Corporate Relations in 1981. Mr. Baily did his graduate work in Business
      Administration at Central Michigan University (1981-1982) and the University
      of
      Detroit (1983).




11





The
      Company’s officers and directors are elected annually for a one year term or
      until their respective successors are duly elected and qualified or until their
      earlier resignation or removal.





(b)
      Significant Employees.





As
      of the
      date hereof, the Company has no significant employees.





(c)
      Family Relationships.





None.





(d)
      Involvement in Certain Legal Proceedings.





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





**Compliance
      with Section 16(a) of the Exchange Act**





Section 16(a)
      of the Exchange Act requires the Company’s directors and officers, and persons
      who beneficially own more than 10% of a registered class of the Company’s equity
      securities, to file reports of beneficial ownership and changes in beneficial
      ownership of the Company’s securities with the SEC on Forms 3, 4 and 5.
      Officers, directors and greater than 10% stockholders are required by SEC
      regulation to furnish the Company with copies of all Section 16(a) forms
      they file.





Based
      solely on the Company’s review of the copies of the forms received by it during
      the fiscal year ended December 31, 2007 and written representations that no
      other reports were required, the Company believes that no persons who, at any
      time during such fiscal year, was a director, officer or beneficial owner of
      more than 10% of Common Stock failed to comply with all Section 16(a)
      filing requirements during such fiscal year.





**Code
      of Ethics**





We
      have
      not adopted a Code of Business Conduct and Ethics that applies to our principal
      executive officer, principal financial officer, principal accounting officer
      or
      controller, or persons performing similar functions in that our sole officer
      serves in these capacities.





**Nominating
      Committee**





We
      have
      not adopted any procedures by which security holders may recommend nominees
      to
      our Board of Directors.





12




**Audit
      Committee**





The
      Board
      of Directors acts as the audit committee. The Company does not have a qualified
      financial expert at this time because it has not been able to hire a qualified
      candidate. Further, the Company believes that it has inadequate financial
      resources at this time to hire such an expert. The Company intends to continue
      to search for a qualified individual for hire.





**Item
      10. Executive Compensation.**





The
      following table sets forth the cash compensation paid by the Company to the
      President of the Company for services rendered during the fiscal year ended
      December 31, 2007.





Name
                and Position
            
            Year
            
            Total
                CompensationScott
                Baily, President, Secretary and Director
            
            2007
            
            None2006
            
            None





**Director
      Compensation**





We
      do not
      currently pay any cash fees to our officers and directors, nor do we pay their
      expenses in attending board meetings.





**Employment
      Agreements**





The
      Company is not a party to any employment agreements.





**Item
      11. Security Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.**





The
      following tables set forth certain information as of March 28, 2008, regarding
      (i) each person known by the Company to be the beneficial owner of more than
      5%
      of the outstanding shares of Common Stock, (ii) each director, nominee and
      executive officer of the Company and (iii) all officers and directors as a
      group.





Name
                and Address
            
            Amount
                and Nature ofBeneficial
                Ownership
            
            Percentage
              of
                ClassSands
                Brothers Venture Capital LLC (1)
              90
                Park Avenue, 31stFloor
              New
                York, New York 10016
            
            
            187,500
            
            
            12.5
            %Sands
                Brothers Venture Capital II LLC (1)
              90
                Park Avenue, 31stFloor
              New
                York, New York 10016
            
            
            375,000
            
            
            25
            %Sands
                Brothers Venture Capital III LLC (1)
              90
                Park Avenue, 31stFloor
              New
                York, New York 10016
            
            
            750,000
            
            
            50
            %Sands
                Brothers Venture Capital IV LLC (1)
              90
                Park Avenue, 31stFloor
              New
                York, New York 10016
            
            
            187,500
            
            
            12.5
            %Scott
                Baily (2)
              c/o
                Sands Brothers Venture Capital LLC
              90
                Park Avenue, 31stFloor
              New
                York, New York 10016
            
            
            0
            
            
            0
            %All
                Directors and Officers as a Group
              (1
                individual)
            
            
            0
            
            
            0
            %







(1)
            Mr.
                Steven B. Sands and Mr. Martin S. Sands, who are brothers, are the
                member-managers of SBV, SBV-II, SBV-III, and SBV-IV. Each of SBV,
                SBV-II,
                SBV-III, and SBV-IV is owned by trusts for the benefit of members
                of the
                families of Steven B. Sands and Martin S. Sands. Messrs. Steven B.
                Sands
                and Martin S. Sands serve as trustees of the trusts, and therefore
                have
                voting and investment control over the shares of Common
                Stock.


(2)
            Scott
                Baily is the President, Secretary and sole director of the
                Company.




13




**Item
      12. Certain Relationships and Related Transactions.**





On
      February 22, 2007, the Company issued four promissory notes, bearing eight
      and
      one quarter percent (8.25%) interest annually, in the principal amounts of
      $4,375, $8,750, $17,500, and $4,375 to SBV, SBV-II, SBV-III, and SBV-IV,
      respectively (the “February 2007 Notes”). The February 2007 Notes and all
      accrued interest mature upon completion of a merger, and if no merger is
      consummated, then the February 2007 Notes will reach maturity on February 22,
      2009.





On March
      13,
      2008 ,
      the Company
      issued four additional promissory notes, bearing eight and one quarter percent
      (8.25%) interest annually, in the principal amounts of $4,375, $8,750, $17,500,
      and $4,375 to S BV , SBV-II ,
      SBV -III, and SBV- IV ,
      respectively (the “March 2008 Notes”). The March 2008 Notes and all accrued
      interest mature upon completion of a merger, and if no merger is consummated,
      then the 2008 Notes will reach maturity on March 13, 2010.





Except
      as
      otherwise indicated herein, there have been no related party transactions,
      or
      any other transactions or relationships required to be disclosed pursuant to
      Item 404 of Regulation S-B.





**Item
      13. Exhibits.**





Index
      to
      Exhibits




Exhibit
              
              Description*3.1
              
              Certificate
                  of Incorporation*3.2
              
              By-laws31.1
              
              Certification
                  of the Company’s Principal Executive Officer and Principal Financial
                  Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
                  with
                  respect to the registrant’s Annual Report on Form 10-KSB for the year
                  ended December 31, 2007.32.1
              
              Certification
                  of the Company’s Principal Executive Officer and Principal Financial
                  Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
                  to Section
                  906 of the Sarbanes Oxley Act of
                  2002.




*
            Filed
                as an exhibit to the Company's registration statement on Form 10-SB,
                as
                filed with the Securities and Exchange Commission on June 30, 2006,
                and
                incorporated herein by this
                reference.





**Item
      14. Principal Accountant Fees and Services**





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




14





**Audit
      Fees**





The
      aggregate fees billed by Raich Ende for professional services rendered for
      the
      audit of our annual financial statements and review of financial statements
      included in our quarterly reports on Form 10-QSB or services that are normally
      provided in connection with statutory and regulatory filings were $17,500 for
      the fiscal year ended December 31, 2007 and $19,500 for the fiscal year ended
      December 31, 2006.





**Audit-Related
      Fees**





There
      were no fees billed by Raich Ende for assurance and related services that
      are
      reasonably related
      to the performance of the audit or review of the Company’s financial statements
      for the fiscal year ended December 31, 2007 and no fees billed for the fiscal
      year ended December 31, 2006.





**Tax
      Fees**





There
      were no fees billed by Raich Ende for professional services for tax compliance,
      tax advice, and tax planning for the fiscal year ended December 31, 2007 and
      no
      fees billed for the fiscal year ended December 31, 2006.





**All
      Other Fees**





There
      were no fees billed by Raich Ende for other products and services for the fiscal
      year ended December 31, 2007 and no fees billed **** for
      the
      fiscal year ended December 31, 2006.





**Audit
      Committee’s Pre-Approval Process**





The
      Board
      of Directors acts as the audit committee of the Company, and accordingly, all
      services are approved by all the members of the Board of Directors.





15




**SIGNATURES**





In
      accordance with 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.




**SCOUT
              ACQUISITION, INC.**Dated: August
              12, 2008
            By:
            /s/
              Scott BailyScott
              BailyPresident,
              Secretary and Director




16