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


Washington,
      D.C. 20549





**Form
      10-KSB**





(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, 2006





**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
            
            (I.R.S.
                Employerincorporation
                or organization)
            
            Identification
                No.)




c/o
                Sands Brothers Venture Capital LLC90
                Park Avenue, 31st FloorNew
                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 x No 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. o





Check
      whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange
      Act). Yes x No. o





The
      Company’s revenues for fiscal year ended December 31, 2006 were $0.





As
      of
      April 2, 2007, 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 o No x










**PART
      I**





**Item
      1. Description of Business.**





**Introduction**





Scout
      Acquisition, Inc. (“we”, “us”, “our”, the “Company” or the “Registrant”) 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, as defined in Rule 12b-2 under the
      Exchange Act, also is a “shell company,” defined 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 a business rather than immediate,
      short-term earnings. 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**





Currently,
      with our primary goal the acquisition of a target company or business seeking
      the perceived advantages of being a publicly held corporation, 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.





2





**Employees**





The
      Company currently has no employees.





**Risk
      Factors**





**An
      investment in our securities is highly speculative and subject to numerous
      and
      substantial risks. These risks include those set forth below and elsewhere
      in
      this Form 10-KSB. Readers are encouraged to review these risks carefully before
      making any investment decision.**





**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.





**Our
      business is difficult to evaluate because we have no operating
      history.**





As
      the
      Company has no operating history or revenue and only minimal assets, there
      is a
      risk that we will be unable to consummate a business combination. The Company
      has had no recent operating history nor any revenues or earnings from operations
      since inception. 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 business combination. This may result in
      our
      incurring a net operating loss that will increase continuously until we can
      consummate a business combination with a profitable business opportunity. We
      cannot assure you that we can identify a suitable business opportunity and
      consummate a business combination.





**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.





3




**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.





**The
      Company has no existing agreement for a business combination or other
      transaction.**





We
      have
      no arrangement, agreement or understanding with respect to engaging in a merger
      with, joint venture with or acquisition of, a private or public entity. No
      assurances can be given 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, and there is consequently
      a
      risk that funds allocated to the purchase of our shares will not be invested
      in
      a company with active business operations.





**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.





**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.





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





Our
      shares of common stock are not registered under the securities laws of any
      state
      or other jurisdiction, and accordingly there is no public trading market for
      our
      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. Therefore, outstanding shares of our 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
      our common stock cannot be sold under the exemptions from registration provided
      by Rule 144 under or Section 4(1) of 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, dated January 21, 2000. This letter provides that
      certain private transfers of the shares of common stock also may be prohibited
      without registration under federal securities laws. 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
      our
      shares of 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 SB-2 or 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.





In
      addition, the SEC has recently disclosed that it has developed internal
      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.  The SEC has taken the
      position that  these smaller issuers may not be able to rely on Rule 415
      under the Securities Act, 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 our 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.




5


**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 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 our 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 may not
      realize any revenue unless and until we successfully merge with or acquire
      an
      operating business.





6




**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. 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 our 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 then existing stockholders. 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 stockholders will occur and the rights of the holders of common stock
      might be materially adversely affected.





**Our
      principal 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 principal
      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 shares of common stock held by the stockholders. As a result of
      such
      transaction, our management, principal stockholders and Board of Directors
      may
      change.





**The
      Company has conducted limited market research of business opportunities, which
      may affect our ability to identify a business to merge with or acquire.**





The
      Company has conducted limited market research concerning prospective business
      opportunities. Therefore, we have no assurances that market demand exists for
      a
      merger or acquisition as contemplated by us. Our management has not identified
      any specific business combination or other transactions for formal evaluation
      by
      us, such that it may be expected that any such target business or transaction
      will present such a level of risk that conventional private or public offerings
      of securities or conventional bank financing will not be available. There is
      no
      assurance that we will be able to acquire a business opportunity on terms
      favorable to us. Decisions as to
      which
      business opportunity to participate in will be unilaterally made by our
      management, which may act without the consent, vote or approval of our
      stockholders.





**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 will 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. 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 common 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.




7


**Authorization
      of preferred stock.**





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 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 its authorized preferred stock, there can be no assurance that the
      Company will not do so in the future.





**This
      report on Form 10-KSB contains forward-looking statements and information
      relating to us, our industry and to other businesses.**





These
      forward-looking statements are based on the beliefs of our management, as well
      as assumptions made by and information currently available to our management.
      When used in this annual report, the words "estimate," "project," "believe,"
      "anticipate," "intend," "expect" and similar expressions are intended to
      identify forward-looking statements. These statements reflect our current views
      with respect to future events and are subject to risks and uncertainties that
      may cause our actual results to differ materially from those contemplated in
      our
      forward-looking statements. We caution you not to place undue reliance on these
      forward-looking statements, which speak only as of the date of this annual
      report. We do not undertake any obligation to publicly release any revisions
      to
      these forward-looking statements to reflect events or circumstances after the
      date of this annual report or to reflect the occurrence of unanticipated
      events.





**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 Registrant
      is
      a party or as to which any of its property is subject, and no such proceedings
      are known to the Registrant to be threatened or contemplated against it.





8




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





None.





**PART
      II**





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





**Common
      Stock**




Our
      Certificate of Incorporation authorizes the issuance of up to 75,000,000 shares
      of common stock, par value $0.0001 per share (the “Common Stock”). The Common
      Stock is not listed on a publicly-traded market. As of April 2, 2007, there
      were
      four holders of record of the Common Stock.





**Preferred
      Stock**





Our
      Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
      of preferred stock, par value $0.0001 per share (the “Preferred Stock”). The
      Company has not yet issued any of its Preferred Stock.




**Dividend
      Policy**





The
      Company has not declared or paid any cash dividends on its 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.





9





**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 stockholders or loans from other parties to pay
      for operating expenses until the Company consummates the merger with a
      privately-held company.





**Results
      of Operations**





The
      Company has not conducted any active operations since inception, except for
      its
      efforts to locate a suitable acquisition or merger transaction. No revenue
      has
      been generated by the Company during such period, and it is unlikely the Company
      will have any revenues unless it is able to consummate or effect an acquisition
      of, or merger with, an operating company, of which there can be no
      assurance.





10




**Item
      7. Financial Statements.**





**SCOUT
      ACQUISITION, INC.**


**A
      Development Stage Company**


**-
      TABLE OF CONTENTS -**





Page(s)Report
                of Independent Registered Public Accounting Firm
            
            
            F
                - 1Balance
                Sheet as of December 31, 2006
            
            
            F
                - 2Statement
                of Operations from January 3, 2006 (inception) to December 31,
                2006
            
            
            F
                - 3Statement
                of Stockholders’ Deficiency from January 3, 2006 (inception) to December
                31, 2006
            
            
            F
                - 4Statement
                of Cash Flows from January 3, 2006 (inception) to December 31,
                2006
            
            
            F
                - 5Notes
                to Financial Statements
            
            
            F
                - 6 - F - 9





11




**R** **EPORT** **O** **F** **I** **NDEPENDENT** **R** **EGISTERED** **P** **UBLIC** **A** **CCOUNTING** **F** **IRM**


To
      the
      Board of Directors


Scout
      Acquisition, Inc.


A
      Development Stage Company





We
      have
      audited the accompanying balance sheet of Scout Acquisition, Inc. (a development
      stage company) as of December 31, 2006 and the related statements of operations,
      changes in stockholders’ equity (deficiency) and cash flows for the period
      January 3, 2006 (inception) through December 31, 2006. These financial
      statements are the responsibility of the Company’s management. Our
      responsibility is to express an opinion on these financial statements based
      on
      our audit.





We
      conducted our audit in accordance with standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes assessing the accounting principles used
      and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audit provides 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. (a
      development stage company) as of December 31, 2006 and the results of its
      operations and its cash flows for the period January 3, 2006 (inception) through
      December 31, 2006, in conformity with accounting principles generally accepted
      in the United States of America.





/s/
      Raich
      Ende Malter & Co. LLP





**RAICH
      ENDE MALTER & CO. LLP**


East
      Meadow, New York


March
      30,
      2007




F-1




**SCOUT
      ACQUISITION, INC.**


**(A
      Development Stage Company)**


**BALANCE
      SHEET**


**As
      of December 31, 2006**





**ASSETS****CURRENT
                ASSETS:**Cash
                and cash equivalents
            
            **$**
            **271**Prepaid
                assets
            
            
            **6,250****TOTAL
                CURRENT ASSETS**
            
            
            **6,521****TOTAL
                ASSETS**
            
            **$**
            **6,521****LIABILITIES
                AND STOCKHOLDERS’ DEFICIENCY****CURRENT
                LIABILITIES:**Accounts
                payable and accrued expenses
            
            **$**
            **2,125****LONG
                TERM LIABILITIES:**Loans
                from stockholders
            
            
            **18,750****TOTAL
                LIABILITIES**
            
            
            **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 as of December 31, 2006
            
            
            **150**Additional
                paid-in capital
            
            
            **24,850**Deficit
                accumulated during the development stage
            
            
            (39,354
            )**TOTAL
                STOCKHOLDERS’ DEFICIENCY**
            
            
            (14,354
            )**TOTAL
                LIABILITIES AND STOCKHOLDERS’ DEFICIENCY**
            
            **$**
            **6,521**




See
      accompanying notes to financial statements




F-2




**SCOUT
      ACQUISITION, INC.**


**(A
      Development Stage Company)**


**STATEMENT
      OF OPERATIONS**


**For
      the period January 3, 2006 (inception) through December 31,
      2006**





**REVENUE**
            
            $
            -General
                and administrative expenses
            
            
            38,729**LOSS
                BEFORE OTHER EXPENSES**
            
            
            (38,729
            )**OTHER
                EXPENSES:**Interest
                expense
            
            
            625**NET
                (LOSS)**
            
            $
            (39,354
            )**BASIC
                AND DILUTED NET LOSS PER SHARE**
            
            $
            (.03
            )**WEIGHTED
                AVERAGE NUMBER OF COMMON SHARES OUTSTANDING**
            
            
            1,500,000




See
      accompanying notes to financial statements




F-3




**SCOUT
      ACQUISITION, INC.**


**(A
      Development Stage Company)**


**STATEMENT
      OF STOCKHOLDERS’ DEFICIENCY**


**For
      the period January 3, 2006 (inception) through December 31,
      2006**


Additional
                Paid-in Capital
            
            (Deficit)
                Accumulated During the Development Stage
            
            Stockholders’
                DeficiencyPreferred
                Stock
            
            Common
                StockShares
            
            Amount
            
            Shares
            
            Amount**BALANCE
                AT INCEPTION**
            
            
            -
            
            $
            -
            
            
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Issuance
                of common stock
            
            
            -
            
            
            -
            
            
            1,500,000
            
            
            150
            
            
            24,850
            
            
            -
            
            
            25,000Net
                (loss)
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (39,354
            )
            
            (39,354
            )**BALANCE
                AT DECEMBER 31, 2006**
            
            
            -
            
            $
            -
            
            
            1,500,000
            
            $
            150
            
            $
            24,850
            
            $
            (39,354
            )
            $
            (14,354
            )




See
      accompanying notes to financial statements




F-4




**SCOUT
      ACQUISITION, INC.**


**(A
      Development Stage Company)**


**STATEMENT
      OF CASH FLOWS**


**For
      the period January 3, 2006 (inception) through December 31,
      2006**





**CASH
                FLOWS FROM OPERATING ACTIVITIES:**Net
                loss
            
            $
            (39,354
            )Adjustments
                to reconcile net (loss) to net cash used in
              operating
                activities:Changes
                in operating assets and liabilities:Increase
                in prepaid assets
            
            
            (6,250
            )Increase
                in accounts payable and accrued expenses
            
            
            2,125**Net
                cash used in operating activities**
            
            
            (43,479
            )**CASH
                FLOWS FROM FINANCING ACTIVITIES:**Proceeds
                from issuance of common stock
            
            
            25,000Proceeds
                from stockholder loans
            
            
            18,750**Net
                cash provided by financing activities**
            
            
            43,750**NET
                INCREASE IN CASH AND CASH EQUIVALENTS**
            
            
            271Cash
                and cash equivalents at beginning of period
            
            
            -**CASH
                AND CASH EQUIVALENTS AT END OF PERIOD**
            
            $
            271




See
      accompanying notes to financial statements




F-5




**SCOUT
      ACQUISITION, INC.**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**


**December
      31, 2006**





**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)***  ***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.





***(c)***  ***Cash
      and Cash Equivalents:***





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





***(d)***  ***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 $5,900 in gross deferred tax assets at December 31,
      2006 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.





***(e)***  ***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.





F-6




**SCOUT
      ACQUISITION, INC.**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**


**December
      31, 2006**





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





***(f)***  ***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.





**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 shall be repaid in full upon the completion of the 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 shall be repaid in full
      upon
      the completion of the merger, and if not, the loans will mature on February
      22,
      2009.





**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 shall be 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-7




**SCOUT
      ACQUISITION, INC.**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**


**December
      31, 2006**





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





The
      (benefit from) income taxes consists of the following for the period
      January 3, 2006 (inception) to December 31, 2006.





December
                31, 2006Current:Federal
            
            $
            -Deferred:Federal
            
            
            5,900Valuation
                allowance
            
            
            (5,900
            )$
            -




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:





December
                31, 2006Statutory
                federal income tax rate
            
            
            (15
            %)Valuation
                allowance
            
            
            15
            %Income
                tax rate
            
            
            0
            %





The
      tax
      effects of temporary differences that give rise to deferred tax assets are
      as
      follows:





Startup
                costs capitalized
            
            $
            5,900Valuation
                allowance
            
            
            (5,900
            )$
            -





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





In
      September 2006, the Financial Accounting Standard Board issued a standard that
      provides enhanced guidance for using fair value to measure assets and
      liabilities. The standard applies whenever other standards require (or permit)
      assets or liabilities to be measured at fair value. The standard does not expand
      the use of fair value in any new circumstances.





This
      Statement is effective for financial statements issued for fiscal years
      beginning after November 15, 2007, and interim periods within those fiscal
      years. Earlier application is encouraged, provided that the reporting entity
      has
      not yet issued financial statements for that fiscal year, including financial
      statements for an interim period within that fiscal year.





F-8




**SCOUT
      ACQUISITION, INC.**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**


**December
      31, 2006**





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





In
      July 2006, the Financial Accounting Standards Board (FASB) issued FASB
      Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an
      interpretation of FASB Statement No. 109 (FIN 48), which provides
      clarification related to the process associated with accounting for uncertain
      tax positions recognized in consolidated financial statements. FIN 48
      prescribes a more-likely-than-not threshold for financial statement recognition
      and measurement of a tax position taken, or expected to be taken, in a tax
      return. FIN 48 also provides guidance related to, among other things,
      classification, accounting for interest and penalties associated with tax
      positions, and disclosure requirements. The Company is required to adopt
      FIN 48 on January 1, 2007, although early adoption is permitted.





The
      Company does not expect the aforementioned recent accounting pronouncements
      to
      have an impact on its financial statements.





F-9




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





None.




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





The
      Company’s management is responsible for establishing and maintaining a system of
      disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
      under the Exchange Act) that is designed to ensure that information required
      to
      be disclosed by the Company in the reports that the Company files or submits
      under the Exchange Act is recorded, processed, summarized and reported, within
      the time periods specified in the SEC’s rules and forms. Disclosure controls and
      procedures include, without limitation, controls and procedures designed to
      ensure that information required to be disclosed by an issuer in the reports
      that it files or submits under the Exchange Act is accumulated and communicated
      to the issuer’s management, including its principal executive officer or
      officers and principal financial officer or officers, or persons performing
      similar functions, as appropriate to allow timely decisions regarding required
      disclosure.





There
      have been no significant changes to the Company’s internal controls over
      financial reporting that occurred during our last fiscal quarter of the year
      ended December 31, 2006, that materially affected, or were reasonably likely
      to
      materially affect, our internal controls over financial reporting. This annual
      report does not include a report of management’s assessment regarding internal
      control over financial reporting or an attestation report of the Company’s
      registered public accounting firm due to a transition period established by
      rules of the SEC for newly public companies.





**Item
      8B. Other Information.**





None.





**PART
      III**





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





(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, 2006:





**Name**
            
            **Age**
            
            **Position**
            
            **Term**Scott
                Baily
            
            49
            
            President,
                Secretary 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 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 Lynx 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).





12




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 Registrant 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, 2006 and written representations that no
      other reports were required, the Company believes that the following persons
      who, at any time during such fiscal year, was a director, officer or beneficial
      owner of more than 10% of the Company’s Common Stock failed to comply with all
      Section 16(a) filing requirements during such fiscal year:





Name
            
            Number
                of Late Reports
            
            Number
                of Transactions Not Reported on a Timely BasisMr.
                Steven B. Sands (1)
            
            
            1
            
            
            1







(1)
            Mr.
                Steven B. Sands filed his report on behalf of himself and: (i) Mr.
                Martin
                S. Sands; (ii) SBV; (iii) SBV-II; (iv) SBV-III; and (v)
                SBV-IV.





**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.





13


**Nominating
      Committee**





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





**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 its
      President and all other executive officers who earned annual compensation
      exceeding $100,000 for services rendered during the fiscal year ended December
      31, 2006.





Name
                and Position
            
            Year
            
            Total
                CompensationScott
                Baily, President, Secretary and Director
            
            2006
            
            None




**Director
      Compensation**





We
      do not
      currently pay any cash fees to our d irectors,
      nor do we pay directors’ 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 April 2, 2007 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
            %




14




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.





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





On
      January 3, 2006, the Company issued four promissory notes, bearing
      four percent (4%) interest annually, in the principal amounts of
      $1,562.50, $3,125.00, $6,250.00 , and
      $1,562.50  to  S BV , SBV-II ,
      SBV -III, and SBV- IV,
      respectively (the
“January 2006 Notes”) . On
      July 1, 2006, the Company issued an additional four promissory notes,
      bearing four percent (4%) interest annually, in the principal amounts
      of $781.25, $1,562.50, $3,125.00, and $781.25 to S BV , SBV-II ,
      SBV -III, and SBV- IV ,
      respectively (the “July 2006 Notes”).  On February 22, 2007, 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 “February 2007 Notes” and, together with the January 2006
      Notes and the July 2006 Notes, the “Notes”). The Notes and all accrued interest
      mature upon completion of a merger, and if no merger is consummated, then the
      January 2006 Notes and the July 2006 Notes will reach maturity on December
      31,
      2010 and the February 2007 Notes will reach maturity on February 22, 2009.





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-laws




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31.1
            
            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, 2006.32.1
            
            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.





**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 $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, 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, 2006.





**All
      Other Fees**





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





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**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:
              April 2, 2007
            By:
            /s/
              Scott BailyName:
              Scott Baily
              Title:
                President, Secretary and Director





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