# UNITED STATES
                                     SECURITIES AND EXCHANGE COMMISSION

# Washington, D.C. 20549

# FORM 10-K

| | (mark one) | 
| | ---------- | 

| | x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ------------------------------------------------------------------------------------

# For the fiscal year
ended January 31, 2009

# OR

| | o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
| | - | --------------------------------------------------------------------------------

For the transition
period from ___ to _____.

Commission file number:
000-52056

|TAPSLIDE, INC.                                                   
|-----------------------------------------------------------------
|(Exact name of small business issuer as specified in its charter)

|Nevada                                                           | 26-311760                           
|---------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of 
 Incorporation or organization) | (I.R.S. Employer Identification No.)

|220 Summit Blvd. #402, Broomfield, Colorado 80021
|-------------------------------------------------
|(Address of principal executive offices)         

|(866) 469-3083             
|---------------------------
|(Issuer's telephone number)

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

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

Common Stock, $0.001
par value (Title of Class)

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

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

---



Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the last 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

Indicate by check mark if disclosure
of delinquent filers in response to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrants knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.     o

Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or
a smaller reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.

| |  | Large  accelerated filer o
    Accelerated filer o
    Non-accelerated filer
o     Smaller Reporting Company x
| |  | --------------------------------------------------------------------------------------------------------------

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

The aggregate market value of the
voting and non-voting common stock held by non-affiliates of the Registrant as of July 31,
2008 was approximately $9,353,000 based upon the last reported sale on that date.

The number of the Registrants
shares of $0.001 par value common stock outstanding as of April 15, 2009 was 23,615,000
(not including 19,900,000 shares held in treasury).

---



TABLE OF CONTENTS

|              |  | Page Number |                                                                                                               
|------------- |  | ----------- | --------------------------------------------------------------------------------------------------------------
|Part I        |  |             |                                                                                                               
|              |  |            
|Item 1.       |  |             | Description of Business                                                                                       
|Item 1A.      |  |             | Risk Factors                                                                                                  
|Item 1B.      |  |             | Unresolved Staff Comments                                                                                     
|Item 2.       |  |             | Description of Property                                                                                       
|Item 3.       |  |             | Legal Proceedings                                                                                             
|Item 4.       |  |             | Submission of Matters to Vote of Security Holders                                                             
|              |  |            
|Part II       |  |            
|              |  |            
|Item 5.       |  |             | Market for Common Equity and Related Stockholder Matters                                                      
|Item 6.       |  |             | Selected Financial Data                                                                                       
|Item 7.       |  |             | Management's Discussion and Analysis or Plan of Operations                                                    
|Item 8.       |  |             | Financial Statements and Supplements Data                                                                     
|Item 9.       |  |             | Changes in Disagreements with Accountants on Accounting and Financials Disclosure                             
|Item 9(T)(A). |  |             | Controls and Procedures                                                                                       
|Item 9B.      |  |             | Other Information                                                                                             
|              |  |            
|Part III      |  |            
|              |  |            
|Item 10.      |  |             | Directors, Execute Officers, Promoters, and Control Persons, Compliance with Section 16(a) of the Exchange Act
|Item 11.      |  |             | Executive Compensation                                                                                        
|Item 12.      |  |             | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                
|Item 13.      |  |             | Certain Relationships and Related Transactions                                                                
|Item 14.      |  |             | Principal Accountants Fees and Services                                                                       
|              |  |            
|Part IV       |  |            
|              |  |            
|Item 15.      |  |             | Exhibits and Reports on Form 8-K                                                                              
|              |  |            
|Signatures    |  |             |                                                                                                               

# Additional Information

Descriptions
in this Annual Report on Form 10-K are qualified in their entirety by reference to the
content of any contract, agreement or other document described or incorporated herein and
are not necessarily complete. Reference is made to each such contract, agreement or
document filed as an exhibit to this Report or incorporated herein by reference by the
Company as permitted by regulations of the Securities and Exchange Commission (the
SEC or the Commission).

ii

---

# FORWARD-LOOKING
STATEMENTS

This
Annual Report on Form 10-K contains certain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended (the Securities Act),
and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange
Act), and TapSlide, Inc. (the Company), intends that such
forward-looking statements be subject to the safe harbors created thereby. These
statements include, among others:

| |  | Our
business strategy and financial condition;
| | - | ----------------------------------------------

| |  | Our
development of mobile applications and games;
| | - | -------------------------------------------------

| |  | Our
ability to raise additional  capital,  as it may be affected by current conditions in the
stock                   market;
| | - | -----------------------------------------------------------------------------------------------------------------------------

| |  | Volatility
of our stock price; and
| | - | ----------------------------------

| |  | plans,
objectives, expectations and intentions.
| | - | -----------------------------------------------

These
statements may be made expressly in this document or may be incorporated by reference to
documents that we will file with the SEC. You can find many of these statements by looking
for words such as believes, expects, anticipates,
estimates or similar expressions used in this Annual Report. Although we
believe that the expectations reflected in such forward-looking statements are reasonable,
we cannot give any assurance that such expectations will prove to have been correct. These
statements are only predictions and involve known and unknown risks, uncertainties and
other factors, including the risks in the section entitled Risk Factors, that
may cause our or our industrys actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of activity,
performance or achievements expressed or implied by these forward-looking statements. We
caution you not to put undue reliance on these statements, which speak only as of the date
of this Annual Report. Further, the information contained in this Annual Report or
incorporated herein by reference is a statement of our present intention and is based on
present facts and assumptions and may change at any time and without notice, based on
changes in such facts or assumptions.

While
these forward-looking statements, and any assumptions upon which they are based, are made
in good faith and reflect our current judgment regarding the direction of our business,
actual results will almost always vary, sometimes materially, from any estimates,
predictions, projections, assumptions or other future performance suggested herein. We
undertake no responsibility or obligation to update publicly these forward-looking
statements but may do so in the future in written or oral statements. Investors should
take note of any future statements made by or on our behalf.

iii

---



# PART I

# Items 1. Business

# Corporate Overview

TapSlide,
Inc. (the Company) was incorporated in the State of Nevada on November 14,
2005 under the name Opes Exploration Inc. On March 24, 2008, the Company changed its name
to Almadoro Minerals Corp. Until June 17, 2008, the Company was an exploration stage
company whose principal business was the acquisition and exploration of mineral resources.

On
December 18, 2007, the Company acquired all of the issued and outstanding shares of
Ninakhori Minerales S.A. (Ninakhori), a company incorporated in Ecuador, for
consideration of $1,200. On July 16, 2008, the Company sold its interest in Ninakhori for
$1.

Effective
July 17, 2008, the Company acquired certain intellectual property pertaining to mobile
phone application development. This acquisition included membership in the Apple, Inc.
Developer Connection for the iPhone platform. The Developer Connection will enable the
Company to develop applications for use on Apples iPhone.

On
September 4, 2008, the Company changed its name to TapSlide, Inc.

The
Company has had no revenues for the past three fiscal years.

Our Business

The Company
intends to become an industry leader in building not just mobile applications and games
but in building complete mobile technology solutions. The Company is a licensed iPhone
Developer. Through the iPhone Developer program, the Company intends to access a complete
set of technical resources and support from Apple, Inc. engineers. This program provides a
complete and integrated process for developing, debugging, and distributing applications
for the iPhone and iPod Touch.

The
Company also intends to become a Google Android developer. Google Android is an open and
comprehensive platform for mobile devices. Through Android, developers, wireless
operators, and handset manufacturers will be better positioned to bring innovative new
products to market faster and at a much lower cost. The Company believes that this is
poised to become an unprecedented mobile platform that will enable wireless operators and
manufacturers to give their customers better, more personal, and more flexible mobile
experiences.

The
Company also intends to become a Symbian developer. Symbian is a software licensing
company that develops and licenses Symbian OS, the market-leading open operating system
for advanced, data-enabled mobile phones known as smartphones.

3

---



The
Company intends to attract end users by developing engaging content that is designed
specifically to take advantage of the new technologies incorporated in touch screen mobile
phones. The Company intends to leverage the marketing resources and distribution
infrastructures of our content partners, which allows us to focus our efforts on
developing and publishing high-quality mobile game/applications.

Our
revenue growth rate will depend significantly on continued growth in the touch screen
mobile game/application market and our ability to continue to attract new end users in
that market. Our ability to attain profitability will be affected by the extent to which
we must incur additional expenses to expand our sales, marketing, development, and general
and administrative capabilities to grow our business. The largest component of our
expenses is personnel costs. Personnel costs consist of salaries, benefits and incentive
compensation, including bonuses and stock-based compensation for our employees. Our
operating expenses will continue to grow in absolute dollars, assuming our revenues
continue to grow.

The
Company currently has not developed or sold any products but is in the development stage
for certain of its products. The Company intends to introduce its first mobile
game/applications to the market on or about June 1, 2009.

The
Companys operations and our efforts to grow its business further will require
significant cash outlays and commitments. The Company anticipates expenditures will be
related to the development of our products, product introduction and various other fixed
costs and payroll to our management.

The
Company intends to seek additional capital immediately, potentially through debt or equity
financings, to fund its operations and may not be able to raise needed cash on terms
acceptable to us or at all. Financings, if available, may be on terms that are dilutive or
potentially dilutive to our stockholders, and the prices at which new investors would be
willing to purchase our securities may be lower than earlier investors prices. The
holders of new securities may also receive rights, preferences or privileges that are
senior to those of existing holders of our securities. If we are unable to locate sources
of financing in the near future, we may have to cease operations.

Sales and Revenues

As
of the date of this Annual Report, the Company has had no revenues. The Company intends to
generate the majority of its revenues from third party distributors that market and
distribute its games and applications. The Company believes that these parties will charge
a one time purchase fee or monthly subscription fees to end users when the subscribers
download our application to their mobile phone. The third parties will perform the billing
and collection functions and remit to us a contractual fee for each game or application.
End users may also be able to purchase our games and applications through various Internet
portal sites or other delivery mechanisms.

4

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Costs of Sales

The
Company believes its costs of goods sold will consist primarily of royalties to pay to
content owners from which the Company will license brand and other intellectual property
and, to a certain extent, external developers.

Seasonality

Many
new mobile handset models are released in the fourth calendar quarter to coincide with the
holiday shopping season. Because many end users may download our game/applications soon
after they purchase new handsets, we may experience seasonal sales increases based on the
holiday selling period. However, due to the time between handset purchases and
game/application purchases, most of this holiday impact will likely occur for us in our
first quarter. In addition, we may seek to release many of our game/applications in
conjunction with specific events.

Competition

The
development, distribution and sale of mobile game/applications is a highly competitive
business. For end users, we intend to compete primarily on the basis of brand,
game/application quality, and price. For third party distributors, we intend to compete
for marketing dollars based on these factors, as well as historical performance and
perception of sales potential and relationships with licensors of brands and other
intellectual property. For content and brand licensors, we intend to compete based on
royalty and other economic terms, perceptions of development quality, porting abilities,
speed of execution, distribution breadth and relationships with third parties. We also
intend to compete for experienced and talented employees.

We
believe our primary competitors will include Digital Chocolate, Electronic Arts (EA
Mobile), Game Loft, Hands-On Mobile, I-play, Namco, Glu Mobile, and THQ, with Electronic
Arts having the largest market share of any company in the mobile game/applications
market. In the future, likely competitors may include major media companies, traditional
video game/application publishers, content aggregators, mobile software providers and
independent mobile game/application publishers. Wireless carriers may also decide to
develop, internally or through a managed third-party developer, and distribute their own
mobile game/applications. If wireless carriers enter the mobile game/application market as
publishers, they might refuse to distribute some or all of our game/applications or might
deny us access to all or part of their networks.

5

---



Some
of our competitors and our potential competitors advantages over us, either
globally or in particular geographic markets, include the following:

| |  | significantly
greater revenues and financial resources;
| | - | -------------------------------------------------------

| |  | stronger
brand and consumer recognition regionally or worldwide;
| | - | ----------------------------------------------------------------

| |  | the
capacity to leverage their marketing expenditures across a broader portfolio of mobile
and                   non-mobile products;
| | - | -------------------------------------------------------------------------------------------------------------------------------------

| |  | more
substantial intellectual property of their own from which they can develop
game/applications                   without having to pay royalties;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------

| |  | pre-existing
relationships with brand owners or third parties that afford them access to intellectual
property while blocking the access of competitors to that same intellectual property;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | greater
resources to make acquisitions;
| | - | ---------------------------------------

| |  | lower
labor and development costs; and
| | - | --------------------------------------

| |  | broader
global distribution and presence.
| | - | -----------------------------------------

# EMPLOYEES

As
of April 25, 2009, the Company has one employee.

# Available Information

Our
Internet website address is www.tapslide.com. We make available, free of charge,
all filings with the SEC and all press releases on this site. Information on our website
is not incorporated by reference into this Form 10-K and should not be considered a part
of this document.

# ITEM 1A. RISK FACTORS

Investing
in our securities involves risk. In evaluating the Company, careful consideration should
be given to the following risk factors, in addition to the other information included or
incorporated by reference in this annual report. Each of these risk factors could
materially adversely affect our business, operating results or financial condition, as
well as adversely affect the value of an investment in our common stock. In addition, the
Forward-Looking Statements located in this Form 10-K, and the forward-looking
statements included or incorporated by reference herein describe additional uncertainties
associated with our business.

# Risks Relating to our
Business

We
currently have no revenues or applications from which we may derive revenue.

As
of the date of this Annual Report was have had no revenues and have no applications that
are currently being sold in the market from which we can anticipate revenues. While the
Company was formed in November 2005, we have only recently begun development of
applications and games. Accordingly, the Company should be considered a development stage
company with no operating history upon which an evaluation of its future success or
failure can be made.  We expect expenses to increase as we implement initiatives
designed to continue to grow our business, including, among other things, the development
and marketing of new game/applications, international expansion, expansion of our
infrastructure, acquisition of content, and general and administrative expenses associated
with being a public company. If we do not have sufficient revenues to offset these
expected increases in operating expenses, we will continue to incur significant losses and
will not become profitable and may have to cease operations. There can be no assurance
that we will generate revenues and continue operations.

6

---



We have a limited operating
history in an emerging market, which may make it difficult to evaluate our business.

We
have not generated revenues to date, and the future revenue potential of our business in
the market is uncertain. As a result of our short operating history, we have limited
financial data that can be used to evaluate our business. Any evaluation of our business
and our prospects must be considered in light of our limited operating history and the
risks and uncertainties encountered by companies in our stage of development. As a
development stage company in the emerging mobile entertainment industry, we face increased
risks, uncertainties, expenses and difficulties. If we are unable to address these risks
and uncertainties, our business and results of operations to suffer, which could adversely
impact our operating results and financial condition.

The
markets in which we operate are highly competitive, and many of our competitors have
significantly greater resources than we do.

The
development, distribution and sale of mobile game/applications is a highly competitive
business. Our primary competitors include Digital Chocolate, Electronic Arts (EA Mobile),
Game/application loft, Hands-On Mobile, I-play, Namco, Glu Mobile, and THQ, with
Electronic Arts having the largest market share of any company in the mobile
game/applications market. Most of our competitors have financial resources, staffs and
facilities substantially greater than ours. In the future, likely competitors include
major media companies, traditional video game/application publishers, content aggregators,
mobile software providers and independent mobile game/application publishers. Wireless
carriers may also decide to develop, internally or through a managed third-party
developer, and distribute their own mobile game/applications. If wireless carriers enter
the mobile game/application market as publishers, they might refuse to distribute some or
all of our game/applications or might deny us access to all or part of their networks.

Some
of our competitors and our potential competitors advantages over us, either
globally or in particular geographic markets, include the following:

| |  | significantly
greater revenues and financial resources;
| | - | -------------------------------------------------------

| |  | stronger
brand and consumer recognition regionally or worldwide;
| | - | ----------------------------------------------------------------

| |  | the
capacity to leverage  their  marketing  expenditures  across a broader  portfolio of
mobile and          non-mobile products;
| | - | ---------------------------------------------------------------------------------------------------------------------------------

| |  | more
substantial  intellectual property of their own from which they can develop
 game/applications          without having to pay royalties;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------

| |  | pre-existing
relationships with brand owners or third parties that afford them access to intellectual
property while blocking the access of competitors to that same intellectual property;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | greater
resources to make acquisitions;
| | - | ---------------------------------------

| |  | lower
labor and development costs; and
| | - | --------------------------------------

| |  | broader
global distribution and presence.
| | - | -----------------------------------------

7

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If
we are unable to compete effectively or we are not as successful as our competitors in our
target markets, we may have limited sales, our sales could decline, our margins could
decline or we could lose market share, any of which would materially harm our business,
operating results and financial condition.

We
will rely on third parties to market and distribute our game/applications and the loss of
or a change in any of these significant third party relationships could cause us to lose
access to their subscribers and thus materially reduce our future revenues.

Our
future success is highly dependent upon maintaining successful relationships with third
parties. A significant portion of our revenues may be derived from a very limited number
of customers. We expect that we will generate a substantial majority of our revenues
through distribution relationships with limited customers for the foreseeable future. Our
failure to maintain our relationships with these customers would materially reduce our
future revenue potential and thus harm our business, operating results and financial
condition.

We
do not believe that any of our future third party agreements will establish us as the
exclusive provider of mobile game/applications with the customers and will generally have
a term of one or two years with automatic renewal provisions upon expiration of the
initial term, absent a contrary notice from either party. In addition, we expect that our
customers will be able to terminate these agreements early and, in some instances, at any
time without cause, which could give them the ability to renegotiate economic or other
terms. We expect the agreements will generally not obligate the customer to market or
distribute any of our game/applications. In many of these agreements, we expect to have to
warrant that our game/applications do not contain libelous or obscene content, do not
contain material defects or viruses, and do not violate third-party intellectual property
rights and that we will indemnify the customer for any breach of a third parties
intellectual property. In addition, we expect our agreements with a substantial minority
of our customers to allow the third party to set the retail price at a level different
from the price implied by our negotiated revenue split, without a corresponding change to
our wholesale price to the third party. If one of these customers raises the retail price
of one of our game/applications, unit demand for that game/application might decline,
reducing our revenues, without necessarily reducing, and perhaps increasing, the total
revenues that the customer receives from sales of that game/application.

Many
other factors outside our control could impair our ability to generate revenues through a
given customer, including the following:

| |  | the
customers preference for our competitors' mobile game/applications rather than ours;
| | - | ----------------------------------------------------------------------------------------

| |  | the
 customers  decision  not to  include or  highlight  our  game/applications  on the deck
of its          mobile handsets;
| | - | -----------------------------------------------------------------------------------------------------------------------------

| |  | the
 customers  decision  to  discontinue  the sale of our mobile  game/applications  or all
mobile          game/applications like ours;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------

| |  | the
customers decision to offer  game/applications  to its subscribers without charge or at
reduced          prices;
| | - | --------------------------------------------------------------------------------------------------------------------

| |  | the
customers decision to require market development funds from publishers like us;
| | - | -----------------------------------------------------------------------------------

| |  | the
 customers  decision to  restrict or alter  subscription  or other  terms for
 downloading  our          game/applications;
| | - | -------------------------------------------------------------------------------------------------------------------------------

| |  | a
failure of the customers merchandising, provisioning or billing systems;
| | - | --------------------------------------------------------------------------

| |  | the
customers decision to offer its own competing mobile game/applications; and
| | - | -------------------------------------------------------------------------------

| |  | consolidation
among third parties.
| | - | ----------------------------------

8

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If
any customers decide not to market or distribute our game/applications or decide to
terminate, not renew or modify the terms of its agreement with us or if there is
consolidation among customers generally, we may be unable to replace the affected
agreement with acceptable alternatives, causing us to lose access to that customers
subscribers and the revenues they afford us, which could materially harm our business,
operating results and financial condition.

End
user tastes are continually changing and are often unpredictable; if we fail to develop
and publish new mobile game/applications that achieve market acceptance, our sales would
suffer.

Our
business depends on developing and publishing mobile game/applications that wireless
customers will place on their handsets and end users will buy. We must continue to invest
significant resources in licensing efforts, research and development, marketing and
regional expansion to enhance our offering of game/applications and introduce new
game/applications, and we must make decisions about these matters well in advance of
product release in order to implement them in a timely manner. Our success depends, in
part, on unpredictable and volatile factors beyond our control, including end-user
preferences, competing game/applications and the availability of other entertainment
activities. If our game/applications and related applications are not responsive to the
requirements of our customers or the entertainment preferences of end users, or they are
not brought to market in a timely and effective manner, our business, operating results
and financial condition would be harmed. Even if our game/applications are successfully
introduced and initially adopted, a subsequent shift in our customers or the entertainment
preferences of end users could cause a decline in our game/applications popularity
that could materially reduce our revenues and harm our business, operating results and
financial condition.

We
will likely depend on a limited number of game/applications for a majority of our
revenues.

In
our industry, new game/applications are frequently introduced, but a relatively small
number of game/applications account for a significant portion of industry sales.
Similarly, a significant portion of anticipated revenues may come from a limited number of
mobile game/applications. We expect to release a relatively small number of new
game/applications each year for the foreseeable future and that we will be dependent upon
a limited number of applications and customers for a large portion of our revenues. As a
result of a majority of our revenues being derived from a small number of wireless third
parties, if any provider is unable to fulfill its payment obligations to us under our
third party agreements with them, our revenues could decline significantly and our
financial condition might be harmed.

Our
business and growth may suffer if we are unable to hire and retain key personnel, who are
in high demand.

We
are currently and believe we will continue to be entirely dependent on Aaron Lamkin, our
Chief Executive Officer and Matthew Diehl, our Chief Operating Officer. The loss of the
services of either Mr. Lamkin or Mr. Diehl, or any other key employees or officers we hire
in the future could harm our business.

9

---



Our
future success also depends on our ability to identify, attract and retain highly skilled
technical, managerial, finance, marketing and creative personnel. We expect to face
intense competition for qualified individuals from numerous technology, marketing and
mobile entertainment companies. Qualified individuals are in high demand, and we may incur
significant costs to attract them. We may be unable to attract and retain suitably
qualified individuals who are capable of meeting our growing creative, operational and
managerial requirements, or may be required to pay increased compensation in order to do
so. If we are unable to attract and retain the qualified personnel we need to succeed, it
may have a material adverse effect upon our business, operating results and financial
condition.

Wireless
service providers generally will control the price charged for our mobile
game/applications and the billing and collection for sales of our mobile game/applications
and could make decisions detrimental to us.

Wireless
service providers generally will control the price charged for our mobile
game/applications either by approving or establishing the price of the game/applications
charged to their subscribers. The anticipated third party agreements may also restrict our
ability to change prices. In cases where third party approval is required, approvals may
not be granted in a timely manner or at all. A failure or delay in obtaining these
approvals, the prices established by the third parties for our game/applications, or
changes in these prices could adversely affect market acceptance of those
game/applications. Similarly, when we make changes to a pricing plan (the wholesale price
and the corresponding suggested retail price based on our negotiated revenue-sharing
arrangement), adjustments to the actual retail price charged to end users may not be made
in a timely manner or at all (even though our wholesale price was reduced). A failure or
delay by these third parties in adjusting the retail price for our game/applications,
could adversely affect sales volume and our revenues for those game/applications.

Third
parties and other distributors also control billings and collections for our
game/applications, either directly or through third-party service providers. If our third
parties or their third-party service providers cause material inaccuracies when providing
billing and collection services to us, our revenues may be less than anticipated or may be
subject to refund at the discretion of the third party. This could harm our business,
operating results and financial condition.

10

---



We
may be unable to develop and introduce in a timely manner new mobile game/applications,
and our game/applications may have defects, which could harm our brand.

The
planned timing and introduction of new original mobile game/applications and
game/applications based on licensed intellectual property are subject to risks and
uncertainties. Unexpected technical, operational, deployment, distribution or other
problems could delay or prevent the introduction of new game/applications, which could
result in a loss of, or delay in, revenues or damage to our reputation and brand. If any
of our game/applications is introduced with defects, errors or failures, we could
experience decreased sales, loss of end users, damage to our third party relationships and
damage to our reputation and brand. Our attractiveness to branded content licensors might
also be reduced. In addition, new game/applications may not achieve sufficient market
acceptance to offset the costs of development, which could materially harm our business,
operating results and financial condition.

If
independent, third-party developers cease development of new game/applications for us and
we are unable to find comparable replacements, we may have to reduce the number of
game/applications that we intend to introduce, delay the introduction of some
game/applications or increase our internal development staff, which would be a
time-consuming and potentially costly process, and, as a result, our competitive position
may be adversely impacted.

We
intend to rely on independent third-party developers to develop certain of our
game/applications, which subjects us to the following risks:

| |  | key
 developers  who  worked  for us in the  past may  choose  to work  for or be  acquired
 by our          competitors;
| | - | -------------------------------------------------------------------------------------------------------------------------

| |  | developers
 currently  under contract may try to renegotiate our agreements with them on terms less
         favorable to us; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------

| |  | our
developers may be unable or unwilling to allocate sufficient resources to complete our
game/applications in a timely or satisfactory manner or at all.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------

If
our developers terminate their relationships with us or negotiate agreements with terms
less favorable to us, we may have to reduce the number of game/applications that we intend
to introduce, delay the introduction of some game/applications or increase our internal
development staff, which would be a time-consuming and potentially costly process, and, as
a result, our business, operating results and financial condition could be harmed.

11

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If
one or more of our game/applications were found to contain hidden, objectionable content,
our reputation and operating results could suffer.

Historically,
many video game/applications have been designed to include hidden content and
game/application play features that are accessible through the use of in-game/application
cheat codes or other technological means that are intended to enhance the game/application
play experience. These features have been common in console and computer
game/applications. However, in several recent cases, hidden content or features have been
included in other publishers products by an employee who was not authorized to do so
or by an outside developer without the knowledge of the publisher. From time to time, some
of this hidden content and these hidden features have contained profanity, graphic
violence and sexually explicit or otherwise objectionable material. Our design and porting
process and the constraints on the file size of our game/applications reduce the
possibility of hidden, objectionable content appearing in the game/applications we
publish. Nonetheless, these processes and constraints may not prevent this content from
being included in our game/applications. If a game/application we published were found to
contain hidden, objectionable content, our wireless third parties and other distributors
of our game/applications could refuse to sell it, consumers could refuse to buy it or
demand a refund of their money, and, if the game/application was based on licensed
content, the licensor could demand that we incur significant expense to remove the
objectionable content from the game/application and all ported versions of the
game/application. This could have a materially negative impact on our business, operating
results and financial condition. In addition, our reputation could be harmed, which could
impact sales of other game/applications we sell and our attractiveness to content
licensors and third parties or other distributors of our game/applications. If any of
these consequences were to occur, our business, operating results and financial condition
could be significantly harmed.

If
we do not adequately protect our intellectual property rights, it may be possible for
third parties to obtain and improperly use our intellectual property and our competitive
position may be adversely affected.

Our
intellectual property is and will be an essential element of our business. We intend to
rely on a combination of copyright, trademark, trade secret and other intellectual
property laws and restrictions on disclosure to protect our intellectual property rights.
To date, we have not sought patent protection. Consequently, we will not be able to
protect our technologies from independent invention by third parties. Despite our efforts
to protect our intellectual property rights, unauthorized parties may attempt to copy or
otherwise to obtain and use our technology and game/applications. Monitoring unauthorized
use of our game/applications is difficult and costly, and we cannot be certain that the
steps we have taken will prevent piracy and other unauthorized distribution and use of our
technology and game/applications, particularly internationally where the laws may not
protect our intellectual property rights as fully as in the United States. In the future,
we may have to resort to litigation to enforce our intellectual property rights, which
could result in substantial costs and diversion of our management and resources.

In
addition, although we intend to require our third-party developers to sign agreements not
to disclose or improperly use our trade secrets and acknowledging that all inventions,
trade secrets, works of authorship, developments and other processes generated by them on
our behalf are our property and to assign to us any ownership they may have in those
works, it may still be possible for third parties to obtain and improperly use our
intellectual properties without our consent. This could harm our business, operating
results and financial condition.

12

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Third
parties may sue us for intellectual property infringement, which, if successful, may
disrupt our business and could require us to pay significant damage awards.

Third
parties may sue us for intellectual property infringement or initiate proceedings to
invalidate our intellectual property, either of which, if successful, could disrupt the
conduct of our business, cause us to pay significant damage awards or require us to pay
licensing fees. In the event of a successful claim against us, we might be enjoined from
using our or our licensed intellectual property, we might incur significant licensing fees
and we might be forced to develop alternative technologies. Our failure or inability to
develop non-infringing technology or game/applications or to license the infringed or
similar technology or game/applications on a timely basis could force us to withdraw
game/applications from the market or prevent us from introducing new game/applications. In
addition, even if we are able to license the infringed or similar technology or
game/applications, license fees could be substantial and the terms of these licenses could
be burdensome, which might adversely affect our operating results. We might also incur
substantial expenses in defending against third-party infringement claims, regardless of
their merit. Successful infringement or licensing claims against us might result in
substantial monetary liabilities and might materially disrupt the conduct of our business.

Indemnity
provisions in various agreements may potentially expose us to substantial liability for
intellectual property infringement, damages caused by malicious software and other losses.

In
the ordinary course of our business, certain of the agreements we may enter into with
third parties and other distributors may include indemnification provisions. In these
provisions, we may agree to indemnify them for losses suffered or incurred in connection
with our game/applications, including as a result of intellectual property infringement
and damages caused by viruses, worms and other malicious software. The term of these
indemnity provisions may be perpetual after execution of the corresponding license
agreement, and the maximum potential amount of future payments we could be required to
make under these indemnification provisions may be unlimited. Large future indemnity
payments could harm our business, operating results and financial condition.

We
will need to raise additional capital to continue operations, and we may not be able to
raise capital on terms acceptable to us or at all.

The
continued operation of our business will require an immediate capital infusion and we will
need to seek additional capital, likely through debt or equity financings, to continue
operations. We may not be able to raise needed cash on terms acceptable to us or at all.
Financings, if available, may be on terms that are dilutive or potentially dilutive to our
stockholders, and the prices at which new investors would be willing to purchase our
securities may be lower than earlier investors prices. The holders of new securities
may also receive rights, preferences or privileges that are senior to those of existing
holders of our securities. If new sources of financing are required but are insufficient
or unavailable, it may have a material adverse effect upon the Company, its results of
operations, and may require us to cease operations.

13

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Nevada
law and our Articles of Incorporation may protect our directors from certain types oflawsuits.

Nevada
law provides that our directors will not be liable to us or our stockholders for monetary
damages for all but certain types of conduct as directors. Our Articles of Incorporation
permit us to indemnify our directors and officers against all damages incurred in
connection with our business to the fullest extent provided or allowed by law. The
exculpation provisions may have the effect of preventing stockholders from recovering
damages against our directors caused by their negligence, poor judgment or other
circumstances. The indemnification provisions may require us to use our limited assets to
defend our directors and officers against claims, including claims arising out of their
negligence, poor judgment, or other circumstances.

Maintaining
and improving our financial controls and the requirements of being a public company may
strain our resources, divert managements attention and affect our ability to attract
and retain qualified members for our board of directors.

As
a public company, we are subject to the reporting requirements of the Securities Exchange
Act of 1934, the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and the rules and
regulations of the NASDAQ Stock Market. The requirements of these rules and regulations
will increase our legal, accounting and financial compliance costs, will make some
activities more difficult, time-consuming and costly and may also place undue strain on
our personnel, systems and resources.

The
Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure
controls and procedures and internal control over financial reporting. As indicated in
this Annual Report, our Principal Executive Officer along with our Principal Financial
Officer concluded that our disclosure controls and procedures are not effective in
ensuring that information required to be disclosed by us in reports that we file or submit
under the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commissions rules and forms.

In
order to improve the effectiveness of our disclosure controls and procedures and internal
control over financial reporting, we will need to expend significant resources and provide
significant management oversight. We have a substantial effort ahead of us to implement
appropriate processes, document our system of internal control over relevant processes,
assess their design, remediate any deficiencies identified and test their operation. As a
result, managements attention may be diverted from other business concerns, which
could harm our business, operating results and financial condition. These efforts may also
involve substantial accounting-related costs. In addition, if we are unable to continue to
meet these requirements, we may not be able to remain listed on The NASDAQ Over the
Counter Bulletin Board.

Lack
of Diversification

Because
of the limited financial resources that the Company has, it is unlikely that the Company
will be able to diversify its operations. The Companys probable inability to
diversify its activities into more than one area will subject the Company to economic
fluctuations within a particular business or industry and therefore increase the risks
associated with the Companys operations.

Going
Concern

The
independent auditors report accompanying the Companys audited January 31, 2009
consolidated financial statements contain an explanatory paragraph expressing substantial
doubt about the Companys ability to continue as a going concern (the Going
Concern Paragraph). The audited January  31, 2009 consolidated financial statements
have been prepared assuming that the Company will continue as a going concern,
which contemplates that the Company will realize its assets and satisfy its liabilities
and commitments in the ordinary course of business. There can be no assurance that the
Company will be able to generate sufficient positive cash flow from operations to address
all of its cash flow needs, and to continue as a going concern. If the Company does not
continue as a going concern, it will have to cease operations and you would lose all of
your investment in the Company.

14

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# Risks Relating to Our
Industry

Wireless
communications technologies are changing rapidly, and we may not be successful in working
with these new technologies.

Wireless
network and mobile handset technologies are undergoing rapid innovation. New handsets with
more advanced processors and supporting advanced programming languages continue to be
introduced. In addition, networks that enable enhanced features, such as multiplayer
technology, are being developed and deployed. We have no control over the demand for, or
success of, these products or technologies. The development of new, technologically
advanced game/applications to match the advancements in handset technology is a complex
process requiring significant research and development expense, as well as the accurate
anticipation of technological and market trends. If we fail to anticipate and adapt to
these and other technological changes, the available channels for our game/applications
may be limited and our market share and our operating results may suffer. Our future
success will depend on our ability to adapt to rapidly changing technologies, develop
mobile game/applications to accommodate evolving industry standards and improve the
performance and reliability of our game/applications. In addition, the widespread adoption
of networking or telecommunications technologies or other technological changes could
require substantial expenditures to modify or adapt our game/applications.

Technology
changes in our industry will require us to anticipate, sometimes years in advance, which
technologies we must implement and take advantage of in order to make our
game/applications and other mobile entertainment products competitive in the market.
Therefore, we will likely have to start our product development with a range of technical
development goals that we hope to be able to achieve. We may not be able to achieve these
goals, or our competition may be able to achieve them more quickly and effectively than we
can. In either case, our products may be technologically inferior to those of our
competitors, less appealing to end users or both. If we cannot achieve our technology
goals within the original development schedule of our products, then we may delay their
release until these technology goals can be achieved, which may delay or reduce our
revenues, increase our development expenses and harm our reputation. Alternatively, we may
increase the resources employed in an attempt either to preserve our product launch
schedule or to keep up with our competition, which would increase our development
expenses. In either case, our business, operating results and financial condition could be
materially harmed.

15

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The
complexity of and incompatibilities among mobile handsets may require us to use additional
resources for the development of our game/applications.

To
reach large numbers of wireless subscribers, mobile entertainment publishers like us must
support numerous mobile handsets and technologies. However, keeping pace with the rapid
innovation of handset technologies together with the continuous introduction of new, and
often incompatible, handset models by wireless third parties requires us to make
significant investments in research and development, including personnel, technologies and
equipment. In the future, we may be required to make substantial investments in our
development if the number of different types of handset models continues to proliferate.
In addition, as more advanced handsets are introduced that enable more complex, feature
rich game/applications, we anticipate that our per-game/application development costs will
increase, which could increase the risks associated with the failure of any one
game/application and could materially harm our operating results and financial condition.

Our
industry is subject to risks generally associated with the entertainment industry, any of
which could significantly harm our operating results.

Our
business is subject to risks that are generally associated with the entertainment
industry, many of which are beyond our control. These risks could negatively impact our
operating results and include: the popularity, price and timing of release of
game/applications and mobile handsets on which they are played; economic conditions that
adversely affect discretionary consumer spending; changes in consumer demographics; the
availability and popularity of other forms of entertainment; and critical reviews and
public tastes and preferences, which may change rapidly and cannot necessarily be
predicted.

A
shift of technology platform by wireless third parties and mobile handset manufacturers
could lengthen the development period for our game/applications, increase our costs and
cause our game/applications to be of lower quality or to be published later than
anticipated.

End
users of game/applications must have a mobile handset with multimedia capabilities enabled
by technologies capable of running third-party game/applications and related applications
such as ours. Our development resources will likely be concentrated in the Apple, Google
Android, and Symbian platforms. If one or more of these technologies fall out of favor
with handset manufacturers and wireless third parties and there is a rapid shift to a
technology platform where we do not have development experience or resources, the
development period for our game/applications may be lengthened, increasing our costs, and
the resulting game/applications may be of lower quality, and may be published later than
anticipated. In such an event, our reputation, business, operating results and financial
condition might suffer.

16

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System
or network failures could reduce our sales, increase costs or result in a loss of end
users of our game/applications.

Mobile
game/application publishers rely on wireless third party networks to deliver
game/applications to end users and on their or other third parties billing systems
to track and account for the downloading of their game/applications. In certain
circumstances, mobile game/application publishers may also rely on their own servers to
deliver game/applications on demand to end users through their third parties networks. In
addition, certain subscription-based gameand entertainment products require access
over the mobile Internet to servers in order to enable features such as multiplayer modes,
high score posting or access to information updates. Any failure of, or technical problem
with, third parties or their billing systems, delivery systems, information systems or
communications networks could result in the inability of end users to download our
game/applications, prevent the completion of billing for a game/application, or interfere
with access to some aspects of our game/applications or other products. If any of these
systems fails or if there is an interruption in the supply of power, an earthquake, fire,
flood or other natural disaster, or an act of war or terrorism, end users might be unable
to access our game/applications. For example, from time to time, our third parties have
experienced failures with their billing and delivery systems and communication networks,
including gateway failures that reduced the provisioning capacity of their branded
e-commerce system. Any failure of, or technical problem with, the third parties or our
systems could cause us to lose end users or revenues or incur substantial repair costs and
distract management from operating our business. This, in turn, could harm our business,
operating results and financial condition.

The
market for mobile game/applications is seasonal, and our results may vary significantly
from period to period.

Many
new mobile handset models are released in the fourth calendar quarter to coincide with the
holiday shopping season. Because many end users may download our game/applications soon
after they purchase new handsets, we may experience seasonal sales increases based on the
holiday selling period. However, due to the time between handset purchases and
game/application purchases, most of this holiday impact will likely occur for us in our
first quarter. In addition, we may seek to release many of our game/applications in
conjunction with specific events. If we miss these key selling periods for any reason, our
sales may suffer disproportionately. Likewise, if a key event to which our
game/application release schedule is tied were to be delayed or cancelled, our sales would
also suffer disproportionately. Further, for a variety of reasons, including roaming
charges for data downloads that may make purchase of our game/applications prohibitively
expensive for many end users while they are traveling. For example, we may experience
seasonal sales decreases during the summer, particularly in Europe. If the level of travel
increases or expands to other periods, our operating results and financial condition may
be harmed. Our ability to meet game/application development schedules is affected by a
number of factors, including the creative processes involved, the coordination of large
and sometimes geographically dispersed development teams required by the increasing
complexity of our game/applications, and the need to fine-tune our game/applications prior
to their release. Any failure to meet anticipated development or release schedules would
likely result in a delay of revenues or possibly a significant shortfall in our revenues
and cause our operating results to be materially different than anticipated.

17

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If
a substantial number of the end users that purchase our game/applications by subscription
change mobile handsets or if wireless third parties switch to subscription plans that
require active monthly renewal by subscribers, our sales could suffer.

Subscriptions
will represent a significant portion of our revenues. As handset development continues,
over time an increasing percentage of end users who already own one or more of our
subscription game/applications will likely upgrade from their existing handsets. With some
wireless third parties, it is not currently feasible for these end users to transfer their
existing subscriptions from one handset to another. In addition, third parties may switch
to subscription billing systems that require end users to actively renew, or opt-in, each
month from current systems that passively renew unless end users take some action to
opt-out of their subscriptions. In either case, unless we are able to re-sell
subscriptions to these end users or replace these end users with other end users, our
sales would suffer and this could harm our business, operating results and financial
condition.

Changes
in government regulation of the media and wireless communications industries may adversely
affect our business.

It
is possible that a number of laws and regulations may be adopted in the United States and
elsewhere that could restrict the media and wireless communications industries, including
laws and regulations regarding customer privacy, taxation, content suitability, copyright,
distribution and antitrust. Furthermore, the growth and development of the market for
electronic commerce may prompt calls for more stringent consumer protection laws that may
impose additional burdens on companies such as ours conducting business through wireless
third parties. We anticipate that regulation of our industry will increase and that we
will be required to devote legal and other resources to address this regulation. Changes
in current laws or regulations or the imposition of new laws and regulations in the United
States or elsewhere regarding the media and wireless communications industries may lessen
the growth of wireless communications services and may materially reduce our ability to
increase or maintain sales of our game/applications.

A
number of studies have examined the health effects of mobile phone use, and the results of
some of the studies have been interpreted as evidence that mobile phone use causes adverse
health effects. The establishment of a link between the use of mobile phone services and
health problems, or any media reports suggesting such a link, could increase government
regulation of, and reduce demand for, mobile phones and, accordingly, the demand for our
game/applications and related applications, and this could harm our business, operating
results and financial condition.

18

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Risks
Relating to our Securities

Sales
of a substantial number of shares of our Common Stock into the public market may result
in significant downward pressure on the price of our Common Stock and could affect the
ability of our stockholders to realize the current trading price of our Common Stock.

Sales
of a substantial number of shares of our Common Stock in the public market could cause a
reduction in the market price of our Common Stock. As of April 15, 2009, we had 23,515,000
shares of Common Stock issued and outstanding (not including 19,900,000 shares held in
treasury). As of April 15, 2009, there were 18,680,000 outstanding shares of our Common
Stock, not held by our affiliates that are restricted securities as that term is defined
in Rule 144 under the Securities Act. Although the Securities Act and Rule 144 place
certain prohibitions on the sale of restricted securities, restricted securities may be
sold into the public market under certain conditions. As a result, a substantial number of
our shares of Common Stock may be issued and may be available for immediate resale, which
could have an adverse effect on the price of our Common Stock.

We
are currently in default under our convertible debentures issued in 2008.

Between August 16, 2008 and August 30, 2008, the Company held closings on an aggregate
of $238,100 of 10% Series A Convertible Debentures (the Debentures). On
December 31, 2008, the Debentures were due and payable and are now in default. The default
rate under the Debentures is 18%. If we are unable to repay these Debentures in the near
future, it may have a material adverse effect upon our results of operations and may
result in the Company having to cease operations.

The
trading price of our Common Stock on the Over the Counter Bulletin Board has been and may
continue to fluctuate significantly.

Since
March 23, 2008, our Common Stock has traded as low as $0.005 and as high as $0.56. In
addition to volatility associated with Over the Counter Bulletin Board securities in
general, the value of your investment could decline due to the impact of any of the
factors discussed in this section entitled Risk Factors or for a variety of reasons
outside our control. In addition, stock markets have experienced extreme price and volume
fluctuations and the market prices of securities have been highly volatile. These
fluctuations are often unrelated to operating performance and may adversely affect the
market price of our Common Stock.

Regulation
of Penny Stocks

The
Companys securities will be subject to a Securities and Exchange Commission rule
that imposes special sales practice requirements upon broker-dealers who sell such
securities to persons other than established customers or accredited investors. For
purposes of the rule, the phrase accredited investors means, in general terms,
institutions with assets in excess of $5,000,000, or individuals having a net worth in
excess of $1,000,000 or having an annual income that exceeds $200,000 (or that, when
combined with a spouses income, exceeds $300,000). For transactions covered by the
rule, the broker-dealer must make a special suitability determination for the purchaser
and receive the purchasers written agreement to the transaction prior to the sale.
Consequently, the rule may affect the ability of broker-dealers to sell the Companys
securities and also may affect the ability of investors to sell their securities in any
market that might develop therefore.

19

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In
addition, the Securities and Exchange Commission has adopted a number of rules to regulate
penny stocks. Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4,
15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange Act of 1934, as amended.
Because the securities of the Company may constitute penny stocks within the
meaning of the rules, the rules would apply to the Company and to its securities. The
rules may further affect the ability of owners of securities to sell the securities of the
Company in any market that might develop for them.

Shareholders
should be aware that, according to Securities and Exchange Commission, the market for
penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns
include (i) control of the market for the security by one or a few broker-dealers that are
often related to the promoter or issuer; (ii) manipulation of prices through prearranged
matching of purchases and sales and false and misleading press releases; (iii)
boiler room practices involving high-pressure sales tactics and unrealistic
price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask
differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the
same securities by promoters and broker-dealers after prices have been manipulated to a
desired consequent investor losses. Application of the penny-stock rules to our Common
Stock reduces the market liquidity of our shares, which in turn affects the ability of
holders of our Common Stock to resell the shares they purchase, and they may not be able
to resell at prices at or above the prices they paid.

We
will require additional capital in the future and we cannot assure you that capital will
beavailable on reasonable terms, if at all, or on terms that would not cause
substantial dilutionto your stock holdings.

The
continued operation of our business will require significant an immediate capital infusion
and we will need to seek additional capital, likely through debt or equity financings, to
continue operations. There can be no assurance that such capital will be available in
sufficient amounts or on terms acceptable to us, if at all. Any sale of a substantial
number of additional shares will cause dilution to your investment and could also cause
the market price of our Common Stock to decline.

Issuances
of additional shares of our stock in the future could dilute existing shareholders and may
adversely affect the market price of our Common Stock. We have the authority to issue
without stockholder approval up to 200,000,000, shares of Common Stock (of which, as of
April 25, 2009, 23,615,000 shares were issued and outstanding (not including 19,900,000
shares held in treasury). Because our Common Stock is traded on the Over the Counter
Bulletin Board and is not listed on an exchange, we are not required to solicit
shareholder approval prior to issuing large blocks of our stock. These future issuances
could be at values substantially below the price paid for our Common Stock by our current
shareholders. In addition, we could issue large blocks of our Common Stock to fend off
unwanted tender offers or hostile takeovers without further stockholder approval. Because
we believe that trading in our Common Stock will initially continue to be limited, the
issuance of our stock may have a disproportionately large impact on its price compared to
larger companies.

20

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# Item 1B. Unresolved
Staff Comments

The
Company has no unresolved comments from the SEC Staff regarding periodic or current
reports under the Exchange Act.

# Item 2. Properties.

The
Companys current address is 220 Summit Blvd., #402, Broomfield, Colorado 80021. The
Companys Chief Operating Officer provides certain office space at this location to
the Company free of charge.

# Item 3. Legal Proceedings

None.

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

None.

# PART II

# Item 5.  Market for
Common Equity and Related Stockholder Matters and Issuer Purchase of Equity Securities.

Shares
of our Common Stock have been traded on the Over-the-Counter Bulletin Board under the
symbol TSLI.OB since September 29, 2008. The Companys Common Stock was
quoted on the NASD OTC Bulletin Board under the symbol OPXI from December 15,
2006 to March 23, 2008 and from March 24, 2008 to September 28, 2008 under the symbol
ALDM.OB.

The
market for our Common Stock is limited, volatile and sporadic. The following table sets
forth the high and low sales prices relating to our Common Stock for the last two fiscal
years on a quarterly basis, as quoted by NASDAQ. These quotations reflect inter-dealer
prices without retail mark-up, markdown or commissions and may not reflect actual
transactions.

|           | Year Ended January 31, 2009 |  | Year Ended January 31, 2008 |     
|---------- | --------------------------- |  | --------------------------- | ----
|
|April 30   |                             |  |                             | 0.38
|July 31    |                             |  |                             | 0.50
|October 31 |                             |  |                             | 0.56
|January 31 |                             |  |                             | 0.42

On
May 6, 2009, the closing price of our Common Stock was $0.0125.

21

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# Holders

As of
April 15, 2009, the Company had approximately 20 holders of record. The number of
registered shareholders does not include any estimate by the Company of the number of
beneficial owners of common stock held in street name. The transfer agent for the
Companys common stock is Empire Stock Transfer Inc., 2470 St. Rose Parkway, Suite
#304, Henderson, Nevada, 89074 and their telephone number is 702-818-5898.

# Dividend Policy

The
Company has not declared or paid cash dividends on our Common Stock in the preceding two
fiscal years. We currently intend to retain all future earnings, if any, to fund the
operation of our business, and, therefore, do not anticipate paying dividends in the
foreseeable future. Future cash dividends, if any, will be determined by our board of
directors.

# Securities Authorized
For Issuance Under Compensation Plans

The
table set forth below presents the securities authorized for issuance with respect to the
Companys 2008 Omnibus Long Term Incentive Plan under which equity securities are
authorized for issuance as of January 31, 2009.

|Equity Compensation Plan Information                      
|----------------------------------------------------------
|Plan Category                                             
|Equity Compensation Plans approved by security holders    
|Equity Compensation Plans not approved by security holders
|Total                                                     

(1)    
          Does not include the 57,500 shares the Company has agreed to issue Mr. Grubner
          in connection with his engagement as the Chief Financial Officer of the Company,
          which as of the date of this Annual Report, have not been issued.

22

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# Recent Sales of
Unregistered Securities

The
Company has no recent sales of unregistered securities that have not been previously
disclosed.

# Item 6. Selected
Financial Data

The
following selected financial data should be read in conjunction with the financial
statements and related notes thereto appearing elsewhere in this Form 10-K. The selected
financial data as of January 31, 2009, and January 31, 2008, and for each of the fiscal
years ended January 31, 2009, and January 31, 2008, have been derived from our financial
statements which have been audited by our independent auditors and included elsewhere in
this Form 10-K. The selected financial data provided below is not necessarily indicative
of our future results of operations or financial performance.

|                                             | Fiscal Year Ended
|-------------------------------------------- | -----------------
|                                             | January 31, 2009 
|Statement of Operations Data:                |                  
|Revenue                                      | 0                
|(Loss) from operations                       | (485,276)        
|Other income (expense), net                  | (13,137)         
|Net loss attributable to common shareholders | (498,413)        
|Basic and diluted net loss per share         | (0.01)           
|Weighted average shares outstanding          | 43,515,000       
|                                             |                  
|                                             | As at            
|Balance Sheet Data:                          | January 31, 2009 
|                                             |                  
|Working capital                              | (198,621)        
|Current assets                               | 57,416           
|Total assets                                 | 68,006           
|Current liabilities                          | 256,037          
|Long-term liabilities                        | 0                
|Total liabilities                            | 256,037          
|Total Shareholders’ equity                   | (188,031)        

# Item 7.  Management's
Discussion and Analysis of Financial Condition and Results of Operation

# Introduction

The
following discussion contains forward-looking statements that reflect our plans, estimates
and beliefs. Our actual results could differ materially from those discussed in the
forward-looking statements. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed below and elsewhere in this Annual
Report, particularly in the section entitled Risk Factors. Our consolidated
audited financial statements are stated in United States Dollars and are prepared in
accordance with United States Generally Accepted Accounting Principles.

23

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The
following discussion and analysis covers our plan of operation for the next twelve months.
It discusses our financial condition at January 31, 2009, and changes in our financial
condition since January 31, 2008, the end of the prior fiscal year. It also covers our
results of operation for the fiscal years ended January 31, 2009, and January 31, 2008.
The following discussion and analysis should be read in conjunction with the audited
financial statements and the related notes included elsewhere in this Form 10-K.

The
Company was previously a startup exploration stage company without operations, and was in
the business of acquiring and exploring mineral resources. Effective July 17, 2008, the
Company purchased certain intellectual property.

With
the newly purchased intellectual property, the Company intends to develop mobile
applications and games and complete mobile technology solutions. Subject to the receipt of
capital, the Company intends to become a licensed Android and Symbian developer. The
Company has already become an iPhone Developer. Through the iPhone Developer program, the
Company intends to access a complete set of technical resources and support from Apple,
Inc. engineers. This program provides a complete and integrated process for developing,
debugging, and distributing applications for the iPhone and iPod Touch. The Company
currently has no revenue from the proposed plan of operations and there can be no
assurance the Company will ever derive any revenue from its plan of operations. The
Company needs an immediate cash infusion that if not received could mean that current
operations may cease.

Subject
to the receipt of capital, the Company intends to take advantage of the new technologies
incorporated in touch screen mobile phones. Our revenue growth rate, if any, will depend
significantly on continued growth in the touch screen mobile game/application market and
our ability to raise new capital, develop and attract end users in that market. Our
ability to attain revenue and profitability will be affected by the extent to which we
must incur additional expenses to expand our sales, marketing, development, and general
and administrative capabilities, of which there can be no assurance.

The
Company currently has not developed or sold any products but is in the development stage
for its products. Without sufficient additional financing and the restructuring of it
current debt obligations, the Company will not be able to complete the development or
introduce its mobile applications into the market and may have to discontinue operations.

# Plan of Operation

The
Company currently has certain iPhone/iPod Touch applications under development and intends
to complete this development and continue to develop additional applications in the
future. The Company will derive its revenue in three ways. First, it may have the
application available for sale through Apples (NASDAQ: APPL) App Store. The
applications can be purchased using a customers iTunes account where the money is
automatically debited. Second, the Company may receive advertising dollars on applications
that are made available to the public for free through Apples App Store. Certain
applications can be made available free of charge and the Company may derive advertising
revenues based on the popularity of the application. Third, the Company may charge a flat
fee for development of certain applications. The client may pay this fee directly or
through corporate sponsorship.

24

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The
Company plans to derive a majority of its revenues in the next 12 months through the sale
of applications for the iPhone/iPod Touch platform. Currently, the Company is working with
Inked Magazine to develop an application for purchase through Apples App Store. The
Company intends to have this application available on or about June 1, 2009. The Company
intends to identify additional branding partners to have applications available for
purchase that have an established customer base. It is believed that this customer base
will be more likely to purchase an application that is branded and as such have a higher
degree of acceptance in the marketplace.

The
Company is also currently evaluating potential technology acquisitions that would
compliment its current business and clients. While there are no plans to acquire
additional technology, it is always our plan to continue to evaluate technology to ensure
that the Company is on the forefront of technology.

# Results of Operation

# Year Ended January 31,
2009 Compared to the Year Ended January 31, 2008

The
Company had no revenues or cost of sales in the year ending January 31, 2009 nor in the
year ended January 31, 2008.

The
Company recognized donated rent of provided by the former President of the Company in the
amount of $1,500 during the year ended January 31, 2009 compared to $3,000 for year ended
January 31, 2008. Upon the change in business from mineral exploration to mobile
application development, the donated rent ceased to be provided.

General
and administrative increased to $163,649 in year ended January 31, 2009 from $42,759 in
2008. Expenses increased as a result of rent on a new facility, increased expenses
associated with the application development business, and additional office expenses to
support development.

Impairment
of mineral properties was $150,000 during the fiscal year ended January 31, 2008 and was
not present during the fiscal year ended January 31, 2009.

Mineral
exploration costs increased to $30,748 during the fiscal year ended January 31, 2009 from
$22,265 during the fiscal year ended January 31, 2008. Due to the change in business from
mineral exploration to mobile application development, the Company no longer has any
mineral exploration costs associated with its operations.

25

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Payroll
expense increased to $146,390 for year ended January 31, 2009 compared to $0 for year
ended January 31, 2008 due to the change in business from mineral exploration to mobile
application development.

Professional
expenses (consulting and professional fees) during the year ending January 31, 2009 was
$114,322 as compared to $42,283 during the year ending January 31, 2008 due to the
increase in accounting, auditing, and legal services connected with the change of business
from mineral exploration to mobile application development.

Consulting
expense increased from $0 in fiscal year ended January 31, 2008 to $28,677 in fiscal year
ended January 31, 2009 due to the use of application development consultants.

Interest
expense was $13,137 for year ended January 31, 2009 compared to $0 for year ended January
31, 2008 due to the interest accrued on the Companys convertible debentures that are
in default and other obligations.

As
a result of above, net loss during the fiscal year ended January 31, 2009 was $498,413
compared to $260,307 during the fiscal year ended January 31, 2008, an increase of
$238,106.

# Liquidity and Capital
Resources.

We
have not generated positive cash flows from operating activities. The primary sources of
capital have been from the sale of equity and debt securities. Our primary use of capital
has been for payroll, professional fees, and general and administrative costs towards
application development. Our working capital requirements are expected to increase in line
with the growth of our business.

We
have no lines of credit or other bank financing arrangements. We expect that working
capital requirements will be funded through a combination of our existing funds, cash flow
from operations and issuance of equity and debt securities.

As
of January 31, 2009, the Company had $55,777 in cash and total assets of $68,006 compared
to $58,052 in cash and total assets of $58,284 as of January 31, 2008.

Cash
used in Operating Activities

Net
cash used in operating activities for the years ended January 31, 2009 and 2008 was
$480,638 and $96,905, respectively. The increase of cash from operating activities for
the year ended January 31, 2009 was due primarily to the following items:

| |      The
Companys business changed from a mineral exploration company with minimal
activities to an application development company; and
| | ------------------------------------------------------------------------------------------------------------------------------------------

26

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| |      Expenses
increased from $260,307 for the year ended January 31, 2008 to $498,413 for the year
ended January 31, 2009 due to increased activity surrounding the application development
business reflected in increased payroll, professional fees, and general and
administrative expenses.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Liabilities
increased $244,746 for year ended January 31, 2009 primarily due to financing activities
of notes totaling $242,900 in principal and $13,137 in accrued interest.

# Financing Activities

Between
August 16, 2008 and August 30, 2008, the Company held closings on an aggregate of $238,100
of 10% Series A Convertible Debentures. On December 31, 2008, the debentures were due and
payable and are now in default. Interest in the amount of $11,098 has been accrued through
January 31, 2009 on these debentures.

On
September 5, 2008, the Company executed a promissory note in the amount of $30,000 due on
March 31, 2009. The note carries an 18% interest rate. Interest in the amount of $2,038.86
has been accrued through January 31, 2009 on this note. The note is in default.

Without
sufficient additional financing and the restructuring of it current debt obligations, the
Company will not be able to complete the development or introduce its mobile applications
into the market and may have to discontinue operations.

Financings,
if available, may be on terms that are dilutive or potentially dilutive to our
stockholders, and the prices at which new investors would be willing to purchase our
securities may be lower than earlier investors prices. The holders of new securities
may also receive rights, preferences or privileges that are senior to those of existing
holders of our securities. If new sources of financing are required but are insufficient
or unavailable, we would be required to modify our growth and operating plans to the
extent of available funding, which would harm our ability to grow our business. The
Company needs an immediate cash infusion that if not received could mean that current
operations may cease.

# Off-Balance Sheet
Transactions

We
are not a party to any off-balance sheet transactions as defined in Item 301
of Regulation S-K.

# Recent Accounting
Pronouncements

On
January 4, 2007, the FASB issued SFAS No. 141 (R), Business
Combinations.   SFAS No. 141(R) will significantly change the
accounting for business combinations such that an acquiring entity will be required to
recognize all the assets acquired and liabilities assumed in a transaction at the
acquisition-date fair value with limited exceptions. SFAS 141(R) will change the
accounting treatment for certain specific items, including:

27

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| |  | Acquisition
costs will be generally expensed as incurred;
| | - | ---------------------------------------------------------

| |  | Noncontrolling
interests (formerly known as "minority interests" -- see SFAS No. 160 discussion
         below) will be valued at fair value at the acquisition date;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Acquired
contingent liabilities will be recorded at fair value at the acquisition date and
subsequently measured at either the higher of such amount or the amount determined under
existing guidance for non-acquired contingencies;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | In-process
research and development will be recorded at fair value as an indefinite-lived intangible
asset at the acquisition date;
| | - | -----------------------------------------------------------------------------------------------------------------------------------

| |  | Restructuring
costs associated with a business combination will be generally expensed subsequent to the
acquisition date; and
| | - | -----------------------------------------------------------------------------------------------------------------------------

| |  | Changes
in deferred tax asset valuation allowances and income tax uncertainties after the
acquisition date generally will affect income tax expense.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for
Financial Assets and Liabilities (SFAS 159). SFAS 159 permits entities to choose to
measure many financial instruments and certain other items at fair value that are not
currently required to be measured at fair value. SFAS 159 also establishes presentation
and disclosure requirements designed to facilitate comparisons between entities that
choose different measurement attributes for similar types of assets and liabilities. SFAS
159 is effective as of the beginning of an entitys first fiscal year that begins
after November 15, 2007. We are currently evaluating the impact the adoption of SFAS
159 may have on our 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 161). SFAS 161 requires enhanced disclosures about an entitys
derivative instruments and hedging activities including: (1) how and why an entity uses
derivative instruments; (2) how derivative instruments and related hedged items are
accounted for under SFAS 133 and its related interpretations; and (3) how derivative
instruments and related hedged items affect an entitys financial position, financial
performance and cash flows. SFAS 161 is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008, with earlier
application encouraged. The Company has no derivative instruments so the adoption of SFAS
161 is not expected to have any impact on the Companys financial statements and it
does not intend to adopt this standard early.

In
April 2008, the FASB issued FASB Staff Position No. 142-3,
Determination of the Useful Life of Intangible Assets (FSP
No. 142-3) to improve the consistency between the useful life of a recognized
intangible asset (under SFAS No. 142) and the period of expected cash flows used to
measure the fair value of the intangible asset (under SFAS No. 141(R)). FSP
No. 142-3 amends the factors to be considered when developing renewal or extension
assumptions that are used to estimate an intangible assets useful life under SFAS
No. 142. The guidance in the new staff position is to be applied prospectively to
intangible assets acquired after December 31, 2008. In addition, FSP No. 142-3
increases the disclosure requirements related to renewal or extension assumptions. The
Company does not believe implementation of FSP No. 142-3 will have a material impact on
its financial statements.

28

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In
May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted
Accounting Principles(SFAS 162).  SFAS 162 is intended to
improve financial reporting by identifying a consistent framework, or hierarchy, for
selecting accounting principles to be used in preparing financial statements in conformity
with U.S. generally accepted accounting principles (GAAP) for nongovernmental entities.

This
Statement establishes that the GAAP hierarchy should be directed to entities because it is
the entity (not its auditor) that is responsible for selecting accounting principles for
financial statements that are presented in conformity with GAAP. This Statement is
effective 60 days following the SECs approval of the Public Company Accounting
Oversight Board Auditing amendments to AU Section 411, The Meaning of Present
Fairly in Conformity with Generally Accepted Accounting Principles.  The
Company does not believe implementation of SFAS 162 will have a material impact on its
financial statements.

In
May 2008, the FASB issued SFAS No. 163, Accounting for Financial Guarantee
Insurance Contracts  an interpretation of FASB Statement No. 60
(SFAS 163).  SFAS 163 clarifies how Statement 60 applies to financial
guarantee insurance contracts, including the recognition and measurement of premium
revenue and claim liabilities. This Statement also requires expanded disclosures about
financial guarantee insurance contracts.  SFAS 163 is effective for fiscal years
beginning on or after December 15, 2008, and interim periods within those fiscal years.
The Company does not expect that the adoption of SFAS 163 will have a material impact on
its financial statements.

In
June 2008, the FASB issued FASB Staff Position Emerging Issues Task Force
(EITF) No. 03-6-1, Determining Whether Instruments Granted in
Share-Based Payment Transactions Are Participating Securities(FSP EITF
No. 03-6-1).  Under FSP EITF No. 03-6-1, unvested share-based payment awards
that contain rights to receive nonforfeitable dividends (whether paid or unpaid) are
participating securities, and should be included in the two-class method of computing EPS.
FSP EITF No. 03-6-1 is effective for fiscal years beginning after December 15, 2008,
and interim periods within those years, and is not expected to have a significant impact
on the Companys financial statements.

The
Company has reviewed all other recently issued, but not yet adopted, accounting standards
in order to determine their effects, if any, on its results of operation, financial
position or cash flows.

Based
on that review, the Company believes that none of these pronouncements will have a
significant effect on its financial statements.

Other
recent accounting pronouncements issued by the FASB (including its Emerging Issues Task
Force), the AICPA, and the SEC did not or are not believed by management to have a
material impact on the Companys present or future consolidated financial statements.

# Critical Accounting
Policies and Estimates.

We
believe the following critical accounting policies affect our more significant judgments
and estimates used in the preparation of our financial statements.

Use of Estimates

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

Property and Equipment

Property
and equipment are stated at cost. Depreciation is computed using the straight line method
based on the estimated useful lives of the assets, all estimated at five years. There are
no capitalized leasehold improvements.

29

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Fair Value of Financial
Instruments

The
carrying amounts of our financial instruments, including cash, accounts payable and
accrued liabilities, approximate their fair value as of January 31, 2009 and 2008.

# Contractual Obligations

The
following table sets forth information with respect to our contractual obligations as of
January 31, 2009.

# Payments Due By Period

|                                    | Total |  | Less than 1 year |         | 1 to 3 years |   | 4 to 5 years |     | More than
5 years |  
|----------------------------------- | ----- |  | ---------------- | ------- | ------------ | - | ------------ | --- | ----------------- | -
|10% Series A Convertible Debentures |       |  | $                | 224,000 | (1)          | $ | 224,000      | (1) | $                 | 0

(1)    
          On December 31, 2008, the Debentures were due and payable and are now in
          default.

# Item 7(A). Quantitative
and Qualitative Disclosure About Market Risk

None.

# Item 8. Financial
Statements and Supplementary Data.

The
information required by this item is included in Item 15, Exhibits.

# Item 9. Changes In and
Disagreements With Accountants On Accounting and Financial Disclosure

None.

30

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# Item 9(T)A. Controls and
Procedures.

We
carried out an evaluation, under the supervision and with the participation of our
management, including our Principal Executive Officer along with our Principal Financial
Officer, of the effectiveness of the design of the our disclosure controls and procedures
(as defined by Exchange Act Rule 13a-15(e) and 15a-15(e)) as of the end of our fiscal year
pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, our Principal Executive
Officer along with our Principal Financial Officer concluded that our disclosure controls
and procedures are not effective in ensuring that information required to be disclosed by
us in reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Securities and Exchange
Commissions rules and forms. This conclusion is based on findings that constituted
material weaknesses. A material weakness is a deficiency, or a combination of control
deficiencies, in internal control over financial reporting such that there is a reasonable
possibility that a material misstatement of the Companys interim financial
statements will not be prevented or detected on a timely basis.

# Managements Report
on Internal Control over Financial Reporting

Our
management is responsible for establishing and maintaining adequate internal control over
financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
Under the supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, we conducted an evaluation of the
effectiveness of our internal control over financial reporting based on criteria
established in the framework in Internal Control  Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission. Based on this
evaluation, our management concluded that our internal control over financial reporting
was not effective as of January 31, 2009.

In
performing this assessment, our management identified the following material weaknesses:
(i) absence of adequate segregation of duties relating to oversight and (ii) management of
our systems. In light of the conclusion that our internal control over financial reporting
was not effective, our management intends to design a plan in the fiscal year ended
January 31, 2009, intended to remediate such ineffectiveness and to strengthen our
internal controls over financial reporting. Our management has implemented portions of,
and is in the process of implementing the remainder of this plan through the
implementation of certain remedial measures, which include:

1.       
          Improving the control and oversight of the duties relating to the systems we use
          in the evaluation and processing of certain accounts and areas and in the
          posting and recording of journal entries into certain accounts (in which
          material weaknesses have been identified).

2.       
          The segregation of duties relating to the processing of accounts and the
          recording of journal entries into certain accounts.

3.       
          Retaining the services of additional accounting employees to enhance our
          financial reporting capabilities.

31

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Because
of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate. All
internal control systems, no matter how well designed, have inherent limitations.
Therefore, even those systems determined to be effective can provide only reasonable
assurance with respect to financial statement preparation and presentation.

This
annual report does not include an attestation report of our registered public accounting
firm regarding internal control over financial reporting. Our managements report was
not subject to attestation by our registered public accounting firm pursuant to temporary
rules of the Securities and Exchange Commission that permit us to provide only our
managements report in this annual report.

# Changes in Internal
Control over Financial Reporting

We
have had very limited operations and there were no changes in our internal controls over
financial reporting that occurred during the three months ended January 31, 2009 that have
materially affected, or are reasonably likely to materially affect, our internal controls
over financial reporting. We believe that a control system, no matter how well designed
and operated, cannot provide absolute assurance that the objectives of the control system
are met, and no evaluation of controls can provide absolute assurance that all control
issues and instances of fraud, if any, within any company have been detected.

# Item 9B. Other
Information

On
August 26, 2008, the Company entered into a three-year lease for 5,100 square feet of
office space located at 651 Corporate Circle, Suite 116, Golden, Colorado 80401. Effective
December 31, 2008, the Company discontinued leasing this office space and terminated the
lease.

Subsequent
to our fiscal year ended January 31, 2009, Michael Stemple, a former officer and director
of the Company and certain of his family members gifted to the Company 19,900,000 shares
that they previously owned or exercised beneficial control over. These shares are
currently classified as Treasury Shares. As a result of this transaction, a change in
control of the Company was effected. In connection with the change in control, Aaron
Lamkin was appointed to the Board of Directors pursuant to an understanding between the
Company and Mr. Stemple, whereby, among other things, Mr. Stemple and his family members
would appoint Mr. Lamkin a member of the Board of Directors of the Company and gift their
shares to the Company and the Company would reimburse Mr. Stemple for certain fees he
incurred as a result of his relationship with the Company as an officer, director and
shareholder. As a result of this transaction, control of the Company is currently held by
various individuals and entities, each of whom, to the Companys knowledge, own no
more than 10% of the Companys issued and outstanding common stock. The business of
the Company as described above remained unchanged before and after the change of control.

32

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# PART III

# Item 10: Directors,
Executive Officers, Promoters and Corporate Governance

Our
directors and executive officers, their ages, positions held are as follows:

|Name          |  | Age |  | Position with the Company | 
|------------- |  | --- |  | ------------------------- | 
|Aaron Lamkin  |  |     |  | 32                        | 
|Matthew Diehl |  |     |  | 32                        | 
|Steve Grubner |  |     |  | 50                        | 

All of
our directors hold office until the next annual general meeting of the shareholders or
until their successors are elected and qualified. Our officers are appointed by our board
of directors and hold office until their earlier death, retirement, resignation or
removal.

The
following information summarizes the business experience of our officers and directors:

Aaron
Lamkin was appointed a member of the board of directors of the Company by the shareholders
of the Company in February 2009 and was appointed the Chief Executive Officer of the
Company in February 2009. Mr. Lamkin was engaged as a vice president of the Company
effective February 2, 2009. Mr. Lamkin has been a manager and a member of the Regency
Group, LLC since 2000. The Regency Group, LLC is a boutique investment company focusing on
making investments in companies in small and emerging markets. At the Regency Group, Mr.
Lamkin has consulted companies in mergers and acquisitions and continues to consult many
companies on an ongoing basis. Mr. Lamkin has a Bachelor of Science degree in restaurant
and resort management from Colorado State University.

Matthew
Diehl has served as the Companys Chief Operating Officer since December 2008 and a
director since February 2009. Mr. Diehl was a software product manager for LifePics, Inc.
from January 2008 to November 2008, a company that operates online services for
photofinishing locations. From May 2005 to November 2007, Mr. Diehl served as a sales
manager and a director of operations for SendPhotos, Inc., a company that develops
software for photographers before it was acquired by Avanquest Software USA. From January
2002 to June 2005, Mr. Diehl was a loan officer in retail banking and mortgage lending for
JP Morgan Chase. Mr. Diehl has a Bachelor of Science degree in Electrical Engineering from
Colorado State University.

33

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Steven
M. Grubner currently serves as Chief Operating Officer of Mach One Corporation, a public
company that markets and sells biologicals for Animal Wellness since June 2006. From June
2004 to June 2006, Mr. Grubner served as the Chief Financial Officer of GeneThera, Inc., a
public company involved in the biotechnology industry. Prior to serving as the Chief
Financial Officer of GeneThera, Inc., Mr. Grubner was the President of NVO Solutions,
Inc., a Company engaged in system integration. Mr. Grubner received a Bachelor of Arts
Degree in Economics from the University of Michigan and received a Juris Doctorate from
the John Marshall Law School.

There
are no family relationships among directors or executive officers, nor any arrangements or
understandings between any director and any other person pursuant to which any director
was elected as such. The present term of office of each director will expire at the next
annual meeting of stockholders.

Our
executive officers are elected annually at the first meeting of our Board of Directors
held after each annual meeting of stockholders. Each executive officer holds office until
his successor is duly elected and qualified, until his resignation or until removed in the
manner provided by our bylaws.

Code
of Ethics

The
Company has not yet but intends to adopt a Code of Ethics that applies to its principal
executive officer, principal financial officer and principal accounting officer during the
fiscal year ending Janaury 31, 2010.

# Involvement in Certain
Legal Proceedings

On March
9, 2009, Aaron Lamkin, the Chief Executive Officer and a Director of the Company, and The
Regency Group, LLC, a company in which Mr. Lamkin is an affiliate, among other parties,
were accused by the Securities and Exchange Commission (the SEC) of various
securities law violations in 2005 and early 2006 relating to the alleged pumping up of the
stock price of two Colorado companies through fraudulent promotions and then selling
shares into the market at inflated prices (Civil Action No. 09-CV-00497). The venue in
which the allegations were charged is in the United States District Court for the District
of Colorado (the Court). The allegations against Mr. Lamkin relate to alleged
events that occurred prior to his affiliation with the Company.

The
SEC alleged violations against Mr. Lamkin and The Regency Group, LLC under Section 17(a),
Sections 5(a) and 5(c) of the Securities Act of 1933, as amended, and Section 10(b),
Section 15(a)(1), Section 13(d) and Section 16(a) of the Securities Exchange Act of 1934
and Rule 10b-5 and Rule 16a-3 thereunder.

34

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The
SEC is seeking permanent injunctive relief and civil penalties against Mr. Lamkin and The
Regency Group, LLC. Further, the SEC is seeking disgorgement of all illegal profits,
prejudgment interest and penny stock bars from Mr. Lamkin and The Regency Group, LLC. A
complete copy of the complaint filed with the Court by the SEC is available on the SEC
website at www.sec.gov.

Mr.
          Lamkin has advised the Company that he denies the SECs allegations against
          him and The Regency Group, LLC and that he intends to vigorously defend himself
          and The Regency Group, LLC in this matter.

# Compliance With Section
16(a) of the Exchange Act

Section
16(a) of the Exchange Act generally requires the Companys directors and executive
officers and persons who own more than 10% of a registered class of the Companys
equity securities (10% owners) to file with the SEC initial reports of
ownership and reports of changes in ownership of Common Stock and other equity securities
of the Company. Directors and executive officers and 10% owners are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms they file. To
the Companys knowledge, based solely on review of copies of such reports furnished
to us during the fiscal year ended January 31, 2009, all Section 16(a) filing requirements
were met except that Steven Grubner and Matt Diehl each failed to timely file a Form 3
disclosing their initial reports of ownership as executive officers of the company.
Messrs. Grubner and Diehl subsequently filed their respective initial reports of
ownership.

# Corporate Governance

Committees
and Independence

The
Company does not have an audit committee, compensation committee, nominating committee, or
other committee of the board that performs similar functions. The entire board of
directors of the Company, of which none of our directors are considered
independent as defined in Section 121 of the NYSE Alternext US LLC listing
standards, perform the roles of these committees. Consequently the Company has not
designated an audit committee financial expert.

# Item 11. Executive
Compensation

# Summary Compensation
Table

The
following table summarizes the compensation of Mr. Grubner, Mr. Diehl and former named
executive officers of the Company for the fiscal years ended January 31, 2009 and 2008.
Mr. Lamkin did not become an executive officer of the Company until after the fiscal year
ended January 31, 2009 and is not included on the table below.

35




|Name and Principal Position                                                                                            | Fiscal Year                   | Salary/Consulting Fees                      | Bonus                     | Stock Awards                  | Option Awards             | All other Compensation    | Total ($)                                  
|---------------------------------------------------------------------------------------------------------------------- | ----------------------------- | ------------------------------------------- | ------------------------- | ----------------------------- | ------------------------- | ------------------------- | -------------------------------------------
|                                                                                                                       |                               |                                             |                           |                               |                           |                           |                                            
|Steve Grubner
                    Principal Accounting and Financial Officer                                           | 2009
                    2008 | $30,300
                    $0              | $0
                    $0 | $0 (1)
                    $0 | $0
                    $0 | $0
                    $0 | $30,300
                    $0             
|Matthew Diehl
                    Chief Operating Officer                                                              | 2009
                    2008 | $10,000
                    $0              | $0
                    $0 | $0
                    $0     | $0
                    $0 | $0
                    $0 | $10,000
                    $0             
|Michael Stemple, Chief Executive
                    Officer and President (from July 17, 2008 to December 18, 2008)   | 2009
                    2008 | $30,000
                    $0              | $0
                    $0 | $0
                    $0     | $0
                    $0 | $0
                    $0 | $30,000
                    $0             
|Ken Ralfs Chief Executive
                    Officer and Chief Financial Officer (from January 2007 to July 17, 2008) | 2009
                    2008 | $9,000
                    $27,000 (2)(cdn) | $0
                    $0 | $0
                    $0     | $0
                    $0 | $0
                    $0 | $9,000
                    $27,000 (2)(cdn)

(1)    
          The Company has agreed to issue Mr. Grubner 57,500 shares of common stock of the
          Company in connection with his engagement as the Chief Financial Officer of the
          Company. As of the date of this Annual Report, these shares have not been
          issued.

(2)    
          This amount is in Canadian dollars and represents the monthly management fee
          paid to Mr. Ralfs.

36

---



# Narrative Disclosure to
Summary Compensation Table and Grants of Plan-Based Awards Table

# Individual Arrangements and
Employment Agreements

The
following is a description of the individual arrangements that we have made with Messrs.
Lamkin, Grubner and Diehl with respect to their compensation. The Company has not entered into
employment contracts with any of its officers and there are no outstanding equity awards or options
to officers issued or outstanding.

# Aaron Lamkin 
Chief Executive Officer and President

The
Company has no  agreements  to pay Mr.  Lamkin and as of the date of this  Annual
 Report,  has made no payments to Mr. Lamkin.

# Steve Grubner 
Principal Accounting Officer and Chief Financial Officer

Mr.
          Grubner receives a $3,000 per month salary from the Company for his services as
          Chief Financial Officer and a consulting payment of $100 per hour spent in the
          compilation of the Companys quarterly and annual reports.

# Matthew Diehl 
Chief Operating Officer

Mr.
          Diehl receives a $5,000 per month salary from the Company for his services as
          Chief Operating Officer and software development project sales and management
          duties.

# Outstanding Equity
Awards at Fiscal Year End

There
are no outstanding equity awards or options to officers issued or outstanding.

# Option Exercises During
Fiscal Year

There
were no options exercised during the year ended January 31, 2009.

37

---



# 2008 Omnibus Long Term
Incentive Plan

On August
19, 2008, the board of directors of the Company approved and ratified the Companys
2008 Omnibus Long Term Incentive Plan (the 2008 Plan), which authorizes the
issuance of up to 10,000,000 shares of the Companys Common Stock that may be issued
under the 2008 Plan.

The
purposes of the 2008 Plan are to provide those who are selected for participation in the
2008 Plan with added incentives to continue in the long-term service of the Company and to
create in such persons a more direct interest in the future success of the operations of
the Company by providing such persons an opportunity to acquire or increase a direct
proprietary interest in the operations and future success of the Company. The 2008 Plan is
also designed to provide a financial incentive that will help the Company attract, retain
and motivate the most qualified employees, consultants and advisors. The 2008 Plan is
administered by a committee of the members of the board of directors, or in the absence of
appointment of a committee, by the entire Board of Directors.

Pursuant
to the terms of the 2008 Plan, the committee may grant incentive stock options
(Incentive Options) within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the Code), non-qualified stock options
(Non-Qualified Options), restricted stock awards, stock grants and stock
appreciation rights (collectively the Awards) to Eligible Employees and
Eligible Consultants, each as defined in the 2008 Plan. Eligible Consultants are those
consultants and advisors to the Company who are determined, by the committee, to be
individuals whose services are important to the Company and who are eligible to receive
Awards, other than Incentive Options, under the Plan. The number of Eligible Consultants
will vary from time to time.

Stock
options granted under the 2008 Plan may be either Incentive Options or Non-Qualified
Options. The exercise price of a stock option granted under the 2008 Plan will be
determined by the committee at the time the option is granted, the exercise price may or
may not be the fair market value of our Common Stock. Stock options are exercisable at the
times and upon the conditions that the committee may determine, as reflected in the
applicable option agreement. The committee will also determine the maximum duration of the
period in which the option may be exercised, which may not exceed ten years from the date
of grant. All of the shares available for issuance under the Plan may be made subject to
Incentive Options.

The
option exercise price must be paid in full at the time of exercise, and is payable (in the
discretion of the committee) by any one of the following methods or a combination thereof:

| |  | in
cash or cash equivalents,
| | - | ----------------------------

| |  | the
surrender of previously acquired shares of our Common Stock,
| | - | ----------------------------------------------------------------

| |  | authorization
for us to withhold a number of shares otherwise payable pursuant to the exercise of an
option, or
| | - | ---------------------------------------------------------------------------------------------------------------

| |  | to
the extent permitted by applicable law, through any other procedure acceptable to the
committee.
| | - | ---------------------------------------------------------------------------------------------------

The
2008 Plan provides for awards of our Common Stock that are subject to restrictions on
transferability imposed under the 2008 Plan and other restrictions that may be determined
by the committee in its discretion. Such restrictions will lapse on terms established by
the committee. Except as may be otherwise provided under the award agreement relating to
the restricted stock, a participant granted restricted stock will have all the rights of a
stockholder.

38

---



The
2008 Plan provides that the committee, in its discretion, may award Stock Appreciation
Rights (SARs), either in tandem with stock options or freestanding and
unrelated to options. From time to time during the duration of the 2008 Plan, the
committee may, in its sole discretion, adopt one or more incentive compensation
arrangements for Participants pursuant to which the Participants may acquire shares of
Stock, whether by purchase, outright grant, or otherwise.

The
maximum number of shares of Common Stock that are authorized for issuance under the 2008
Plan is 10,000,000.

The
Board of Directors may modify or terminate the 2008 Plan or any portion of the 2008 Plan
at any time (subject to participant consent where such change would adversely affect an
award previously granted to the participant), except that an amendment that requires
stockholder approval in order for the 2008 Plan to continue to comply with any law,
regulation or stock exchange requirement will not be effective unless approved by the
requisite vote of our stockholders. In addition, the 2008 Plan or any outstanding option
may not be amended to effectively decrease the exercise price of any outstanding option
unless first approved by the stockholders. No awards may be granted under the 2008 Plan
after the day prior to the tenth anniversary of its adoption date, but awards granted
prior to that time can continue after such time in accordance with their terms.

As
of April 15, 2009, no awards have been issued or granted under the 2008 Plan.

39

---



# Item 12: Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The
following table sets forth, as of April 15, 2009, certain information with respect to the
beneficial ownership of our Common Stock by each stockholder known by us to be the
beneficial owner of more than 5% of our Common Stock and by each of our current directors
and executive officers (after deducting 19,900,000 shares held in treasury). Each person
has sole voting and investment power with respect to the shares of Common Stock, except as
otherwise indicated. Beneficial ownership consists of a direct interest in the shares of
Common Stock, except as otherwise indicated.

|Name and Address of
                     Beneficial Owner                                                                                                                                               | Amount of Beneficial Ownership | Percent of Beneficial Ownership
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------ | -------------------------------
|Aaron Lamkin

                    220 Summit Blvd., #402,

                    Broomfield, Colorado 80021                                                                                               | 500,000 (1)                    | 2.1%                           
|Matt Diehl

                    220 Summit Blvd., #402,

                    Broomfield, Colorado 80021                                                                                                 | 0                              | 0%                             
|Steven Grubner

                    220 Summit Blvd., #402,

                    Broomfield, Colorado 80021                                                                                             | 57,500 (2)                     | 0.24%                          
|Officers and Directors (3 persons)                                                                                                                                                                      | 557,500                        | 2.36%                          
|                                                                                                                                                                                                        |                                |                                
|5% or greater shareholders:                                                                                                                                                                             |                                |                                
|Goldmar Investments, LLC
                    2805 East Long Court
                    Greenwood Village, Colorado 80121                                                                                 | 2,000,000                      | 8.5%                           
|Panamerica Capital Group, Inc.
                    Torres De Las Americas, Tower B
                    18thFloor
                    Punta Pacifica, Panama City
                    Republic of Panama | 1,960,000                      | 8.3%                           
|Morning Glory Financial Corporation
                    1 Caribbean Place
                    Leeward Highway
                    Providencials
                     Turks & Caicos                     | 1,600,000                      | 6.8%                           

|(1) | Represents
shares of the Companys common stock that may be acquired at a                price
of $0.30 per share upon the conversion of $150,000 of convertible
               debentures owned by the Regency Group, LLC, in which Mr. Lamkin is a
manager and                a member. The Convertible Debenture was due and payable on
December 31, 2008 and                is currently in default. The Regency Group may
exercise its right to convert the                Convertible Debenture into shares of the
Companys common stock at any time                until paid in full by the Company.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Represents
57,500 shares of Common Stock the Company has agreed to issue Mr.                Grubner
in connection with his engagement as the Chief Financial Officer of the
               Company, which as of the date of this Annual Report, have not been issued.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

40

---



# Changes In Control

We
know of no arrangements, including the pledge of our securities by any person, that might
result in a change in control of the Company.

# Item 13. Certain
Relationships and Related Party Transactions, and Director Independence

Effective
July 18, 2008, the entered into an Amended and Restated Intellectual Property Purchase
Agreement effective July 17, 2008 (the Agreement) to purchase certain
intellectual property from a former officer and director of the Company. The consideration
for the purchase of the intellectual property was $5,000 plus the reimbursement of amounts
incurred by him in connection with the business and the Agreement.

The
Company recognized donated rent at $250 per month and donated services provided by the
President of the Company at $500 per month in fiscal year ending January 2008 and for
portions of fiscal year ending January 31, 2009. Commencing February 1, 2007, the Company
paid management fees to the President of the Company at a rate of CDN$833 per month for
February and March 2007 and CDN$3,000 commencing April 2007.

For
the year ended January 31, 2009, the Company recognized $1,500 (2008  $3,000) in
donated rent.

The
Companys Chief Operating Officer provides certain office space to the Company free
of charge.

During
the quarter ended October 31, 2008, the Regency Group, LLC invested $150,000 in the
Companys 10% Series A Convertible Debentures (the Debentures) that are
convertible into shares of the Companys Common Stock at a price of $0.30 per share.
The Debentures were due and payable on December 31, 2008, bear interest at a rate of 10%
per annum and are in default. The default rate on the Debentures is 18% per annum. Aaron
Lamkin, our Chief Executive Officer and a director of the Company is a manager and a
member of the Regency Group, LLC. As of April 30, 2009, the amount outstanding of the
Debenture held by the Regency Group, LLC plus accrued interest was $164,239.

# Item 14. Principal
Accountant Fees and Services

The
Company currently has no audit committee of the Board of Directors and is not required to
maintain such a committee since its stock is not quoted on NASDAQ or traded on any
national securities exchange. Accordingly, all material decisions affecting the
Companys audited financial statements, periodic disclosure with the SEC and its
relationship with its auditors are addressed by the entire Board. The Board currently has
no policies and procedures relating to the pre-approval of audit and audit related
services.

41

---



The
following table show the fees paid or accrued by use for the audit and other services
provided by Larry ODonnell, CPA, P.C. for the fiscal periods shown:

|                   | January 31, 2009 |  | January 31, 2008 |      
|------------------ | ---------------- |  | ---------------- | -----
|Audit fees         |                  |  | $                | 7,200
|Audit related fees |                  |  |                  | 0    
|Tax fees           |                  |  |                  | 0    
|All other fees     |                  |  |                  | 0    
|Total              |                  |  | $                | 7,200
|                   |                  | 

The
following table show the fees paid or accrued by use for the audit and other services
provided by Manning Elliott LLP for the fiscal periods shown:

|                   | January 31, 2009 |  | January 31, 2008 |       
|------------------ | ---------------- |  | ---------------- | ------
|Audit fees         |                  |  | $                | 14,203
|Audit related fees |                  |  |                  | 0     
|Tax fees           |                  |  |                  | 0     
|All other fees     |                  |  |                  | 0     
|Total              |                  |  | $                | 14,203
|                   |                  | 

The
percentage of hours expended on the principal accountants engagement to audit the
Companys consolidated financial statements for the fiscal year ended January 31,
2009 that were attributed to work performed by persons other than the principal
accountants full time, permanent employees was 0%.

42

---



# Item 15. Exhibits

(a) Financial Statements

|                                                              | 
|------------------------------------------------------------- | 
|Audit Report of Independent Registered Public Accounting Firm | 
|Balance Sheet                                                 | 
|Statement of Operations                                       | 
|Statement of Cash Flows                                       | 
|Statements of Stockholders' Equity                            | 
|Notes to Financial Statements                                 | 

(b) Exhibits

The
following is a list of exhibits filed or incorporated by reference into this Report:

| | Exhibit No. | Description
| | ----------- | -----------

| | 31.1 | Certifications
pursuant to Rule 13a-14(a) or 15d-14(a) under the
                                    Securities Exchange Act of 1934, as amended.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------

| | 31.2 | Certifications
pursuant to Rule 13a-14(a) or 15d-14(a)                                     under the
Securities Exchange Act of 1934, as amended.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------

| | 32.1 | Certifications
pursuant to 18 U.S.C. Section 1350, as adopted pursuant
                                    to Section 906 of the Sarbanes-Oxley Act of 2002.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

43

---



# SIGNATURES

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

| |                                                             
| | ------------------------------------------------------------
| | TAPSLIDE, INC.
By: /s/ Aaron Lamkin
 Aaron Lamkin, President
| |                                                             
| |                                                             
| |                                                             

In
accordance with the requirements of the Exchange Act, this report has been signed by the
following persons on behalf of the registrant and in the capacities and on the dates
indicated.

|                    |                                                                                         
|------------------- | ----------------------------------------------------------------------------------------
|Date:  May 13, 2009 | /s/ Aaron LamkinAaron Lamkin, President, CEO and Director                               
|                    |                                                                                         
|Date: May 13, 2009  | /s/ Matthew DiehlMatthew Diehl, Director                                                
|                    |                                                                                         
|Date: May 13, 2009  | /s/ Steve GrubnerSteve Grubner, Principal Accounting Officer and Chief
Financial Officer
|                    |                                                                                         

44

---



# TapSlide, Inc.

# Index to the Financial
Statements

# As of January 31, 2009
and 2008  For Each of the Two Years in the Period Ended
January 31, 2009

---

|                                                                                        | 
|--------------------------------------------------------------------------------------- | 
|Report of Independent Registered Public Accounting Firm                                 | 
|                                                                                        | 
|Financial Statements of TapSlide, Inc.                                                  | 
|                                                                                        | 
|Balance Sheet as of January 31, 2009 and 2008                                           | 
|                                                                                        | 
|Statements of Operations for Each of the Two Years in the Period Ended January 31, 2009 | 
|                                                                                        | 
|Statements of Stockholders' Equity for Period Ended January 31, 2009                    | 
|                                                                                        | 
|Statements of Cash Flows for Each of the Two Years in the Period Ended January 31, 2009 | 
|                                                                                        | 
|Notes to the Financial Statements                                                       | 
|                                                                                        | 
|                                                                                        | 

---



# Larry O'Donnell, CPA,
P.C.

|                                                                                                                      |                                                                  
|--------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------
|                                                                                                                      |                                                                  
|Telephone (303) 745-4545      
Fax     (303) 369-9384        
Email larryodonnellcpa@msn.com
www.larryodonnellcpa.com | 2228 South Fraser Street  Unit I
       Aurora, Colorado    80014
|                                                                                                                      |                                                                  
|                                                                                                                      |                                                                  

# REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

Board of DirectorsTapSlide, Inc.

I have audited the accompanying
balance sheet of TapSlide, Inc. as of January 31, 2009 , and the related statements of
operations, stockholders equity and cash flows for the year then ended and for the
period November 14, 2005 (inception) to January 31, 2009. These financial statements are
the responsibility of the Companys management. My responsibility is to express an
opinion on these financial statements based on my audits.

I conducted my audit in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that I 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. I believe that my audit provides a reasonable basis for my
opinion.

In my opinion, the financial
statements referred to above present fairly, in all material respects, the financial
position of TapSlide, Inc. as of January 31, 2009, and the results of its operations and
its cash flows for the year then ended and for the period November 14, 2005 (inception) to
January 31, 2009, in conformity with generally accepted accounting principles in the
United States of America.

The accompanying financial statements
have been presented on the basis that it is a going concern, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course of
business. The Company has an accumulated deficit of $797,920 at January 31, 2009.
Additionally, for the year ended January 31, 2009, the Company incurred a net loss of
$498,413. These matters raise substantial doubt about the Companys ability to
continue as a going concern. Managements plans in regards to these matters are also
described in Note 1. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

# /s/ Larry ODonnell,
CPA, PC
Larry ODonnell,
CPA, PC

May 8, 2009

# F-1

---





Report of
Independent Registered Public Accounting Firm

To the Directors and
Stockholders of Tapslide, Inc. (formerly Almadoro Minerals Corp.)(Formerly an
Exploration Stage Company)

We have audited the accompanying
consolidated balance sheet of Tapslide, Inc. (formerly Almadoro Minerals Corp.) (Formerly
an Exploration Stage Company) as of January 31, 2008, and the related consolidated
statements of operations, cash flows and stockholders equity for the year then ended
and accumulated from November 14, 2005 (Date of Inception) to January 31, 2008. These
consolidated financial statements are the responsibility of the Companys management.
Our responsibility is to express an opinion on these consolidated financial statements
based on our audits.

We conducted our audits in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audits to obtain reasonable assurance about
whether the consolidated 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. The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. An audit includes
consideration of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of internal control over financial reporting.
Accordingly, we express no such opinion. 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 audits provide a reasonable
basis for our opinion.

In our opinion, the consolidated
financial statements referred to above present fairly, in all material respects, the
financial position of Tapslide, Inc. (formerly Almadoro Minerals Corp.) as of
January 31, 2008, and the results of its operations and its cash flows for the year
then ended and accumulated from November 15, 2005 (Date of Inception) to January 31, 2008
in conformity with accounting principles generally accepted in the United States.

The accompanying consolidated
financial statements have been prepared assuming the Company will continue as a going
concern. As discussed in Note 1 to the financial statements, the Company has not generated
any revenues and has incurred significant operating losses during the exploration stage.
These factors raise substantial doubt about the Companys ability to continue as a
going concern. Managements plans in regard to these matters are also discussed in
Note 1. The consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

/s/ MANNING ELLIOTT
LLP

CHARTERED ACCOUNTANTS

Vancouver, Canada

May 26, 2008

F-2

---



# TapSlide, Inc. Balance
Sheet As of January 31, 2009 and 2008

|                      | Year ended
January 31, 2009 |  | Year ended
January 31, 2008 |       
|--------------------- | --------------------------- |  | --------------------------- | ------
|Assets                |                             |  |                             |       
|Current Assets        |                             | 
|Cash                  |                             |  | $                           | 55,777
|Prepaid expenses      |                             |  |                             | 1,639 
|                      |                             |  |                             |       
|                      |                             | 
|Total Current Assets  |                             |  | $                           | 57,416
|                      |                             | 
|Intellectual Property |                             |  |                             | 10,590
|                      |                             | 
|Total Assets          |                             |  |                             | 68,006
|                      |                             |  |                             |       

|                                                             | Year ended
January 31, 2009 |  | Year ended
January 31, 2008 |         
|------------------------------------------------------------ | --------------------------- |  | --------------------------- | --------
|Liabilities and Stockholders' Equity                         |                             |  |                             |         
|Current Liabilities                                          |                             | 
|                                                             |                             | 
|Accounts payable                                             |                             |  | $                           |        
|Accrued liabilities                                          |                             |  | $                           | 13,137  
|Due to related party (Note 3(b))                             |                             |  | $                           |        
|Convertible Notes- 10% interest Due December 31, 2008        |                             |  | $                           | 212,900 
|Promissory Note- 18% interest Due March 31, 2009             |                             |  | $                           | 30,000  
|Total Liabilities                                            |                             |  | $                           | 256,037 
|                                                             |                             |  |                             |         
|Stockholders' Equity                                         |                             | 
|Preferred Stock, $0.001 par value authorized 20,000,000      |                             | 
|Shares; Issued and Outstanding 0 Shares                      |                             |  |                             |        
|Common stock $.001 par value, 200,000,000 shares authorized; |                             | 
|43,515,000 and 43,355,000 shares issued and outstanding      |                             |  |                             | 43,515  
|Additional paid in capital                                   |                             |  |                             | 551,124 
|Donated Capital (Note 3(a))                                  |                             |  |                             | 15,250  
|Retained earnings                                            |                             |  |                             | (797,920
|                                                             |                             |  |                             |         
|Total Stockholders' Equity                                   |                             |  |                             | (188,031
|                                                             |                             | 
|Total Liabilities &  Stockholders' Equity                    |                             |  | $                           | 68,006  
|                                                             |                             |  |                             |         

F-3

See accompanying notes
to financial statements

---



# TapSlide,
Inc.Statements of Operations For Each of the Two Years in the Period
Ending January 31, 2009 and from Inception

|                                        | Year Ending January 31, |  | Accumulated
from
November 14, 2005
to
January 31, |           
|--------------------------------------- | ----------------------- |  | ------------------------------------------------- | ----------
|
|Income                                  |                         |  |                                                   |           
|Revenue                                 |                         |  | $                                                 |          
|                                        |                         |  |                                                  
|Total income                            |                         |  |                                                   |          
|                                        |                         |  |                                                  
|Cost of sales                           |                         |  |                                                   |          
|                                        |                         |  |                                                  
|Gross profit                            |                         |  |                                                   |          
|                                        |                         |  |                                                  
|Expenses                                |                         | 
|                                        |                         |  |                                                  
|Donated expenses (Note 3(a))            |                         |  |                                                   | 1,500     
|General and Administrative              |                         |  |                                                   | 163,649   
|Impairment of mineral property (Note 5) |                         |  |                                                   |          
|Mineral exploration costs               |                         |  |                                                   | 30,748    
|Payroll expense                         |                         |  |                                                   | 146,390   
|Professional fees                       |                         |  |                                                   | 114,322   
|Consulting                              |                         |  |                                                   | 28,667    
|                                        |                         |  |                                                   |           
|Total expenses                          |                         |  |                                                   | 485,276   
|                                        |                         |  |                                                   |           
|Loss from operations                    |                         |  |                                                   | (485,276  
|                                        |                         |  |                                                  
|Other income (expenses)                 |                         | 
|Interest expense                        |                         |  |                                                   | (13,137   
|                                        |                         |  |                                                  
|Net loss                                |                         |  |                                                   | (498,413  
|                                        |                         |  |                                                  
|Loss per common share                   |                         |  | $                                                 | (0.01     
|                                        |                         |  |                                                  
|Average weighted shares                 |                         |  |                                                   | 43,515,000

F-4

See accompanying notes
to financial statements

---



# TapSlide, Inc.
Statements of Stockholders Equity For the
Period Ended January 31, 2009

|                                                                  | Common Stock |  | Treasury Stock |            | Paid in |   | Donated |  | Accumulated |  |  |  
|----------------------------------------------------------------- | ------------ |  | -------------- | ---------- | ------- | - | ------- |  | ----------- |  |  | -
|
|Balance as of November 14, 2005                                   |              |  |                |            |         |   |         |  |             |  |  |  
|                                                                  |              |  |               
|Issued to Officer (adjusted for 7:1 split June 13, 2007)          |              |  |                | 24,000,000 |         | $ | 24,000  |  |            |  |  | 
|                                                                  |              |  |               
|Issued for Capital receipt (adjusted for 7:1 split June 13, 2007) |              |  |                | 13,400,000 |         |   | 13,400  |  |            |  |  | 
|                                                                  |              |  |               
|Issued for Capital receipt (adjusted for 7:1 split June 13, 2007) |              |  |                | 5,280,000  |         | $ | 5,280   |  |            |  |  | 
|                                                                  |              |  |               
|Donated services and expenses                                     |              |  |                |           |         |   |        |  |            |  |  | 
|                                                                  |              |  |               
|Net Loss January 31, 2006                                         |              |  |                |           |         |   |        |  |            |  |  | 
|                                                                  |              |  |                |            |         |   |         |  |             |  |  |  
|Balance as of January 31, 2006                                    |              |  |                | 42,680,000 |         |   | 42,680  |  |            |  |  | 
|                                                                  |              |  |               
|Donated services and expenses                                     |              |  |                |           |         |   |        |  |            |  |  | 
|                                                                  |              |  |               
|Net Loss January 31, 2007                                         |              |  |                |           |         |   |        |  |            |  |  | 
|                                                                  |              |  |                |            |         |   |         |  |             |  |  |  
|Balance as of January 31, 2007                                    |              |  |                | 42,680,000 |         |   | 42,680  |  |            |  |  | 
|                                                                  |              |  |               
|Issued for Capital receipt                                        |              |  |                | 100,000    |         | $ | 100     |  |            |  |  | 
|                                                                  |              |  |               
|Issued for Capital receipt                                        |              |  |                | 200,000    |         | $ | 200     |  |            |  |  | 
|                                                                  |              |  |               
|Issued for Capital receipt                                        |              |  |                | 375,000    |         | $ | 375     |  |            |  |  | 
|                                                                  |              |  |               
|Donated rent                                                      |              |  |                |           |         |   |        |  |            |  |  | 
|                                                                  |              |  |               
|Net Loss January 31, 2008                                         |              |  |                |           |         |   |        |  |            |  |  | 
|                                                                  |              |  |                |            |         |   |         |  |             |  |  |  
|Balance as of January 31, 2008                                    |              |  |                | 43,355,000 |         | $ | 43,355  |  |            |  |  | 
|                                                                  |              |  |               
|Issued for Capital receipt                                        |              |  |                | 160,000    |         | $ | 160     |  |            |  |  | 
|                                                                  |              |  |               
|Donated rent                                                      |              |  |                |           |         |   |        |  |            |  |  | 
|                                                                  |              |  |               
|Additional paid in capital                                        |              |  |                |           |         |   |        |  |            |  |  | 
|                                                                  |              |  |               
|Net loss January 31, 2009                                         |              |  |                |           |         |   |        |  |            |  |  | 
|                                                                  |              |  |                |            |         |   |         |  |             |  |  |  
|Balance as of January 31, 2009                                    |              |  |                | 43,515,000 |         |   | 43,515  |  |            |  |  | 
|                                                                  |              |  |                |            |         |   |         |  |             |  |  |  

F-5

See accompanying notes
to financial statements

---



# TapSlide, Inc.
Statements of Cash Flow For Each of Two Years in the Period
Ended January 31, 2009

|                                          | Period Ended January 31, |  | Inception
November 14, 2005
to January 31, |         
|----------------------------------------- | ------------------------ |  | ------------------------------------------ | --------
|
|Cash flows from operating activities:     |                          |  |                                            |         
|Net loss                                  |                          |  | $                                          | (498,413
|                                          |                          |  |                                            |         
|Noncash items included in net income      |                          | 
|Donated expenses                          |                          |  | $                                          | 1,500   
|Impairment of mineral property            |                          |  | $                                          |        
|(Increase) Decrease in:                   |                          | 
|Prepaid expenses                          |                          |  | $                                          | 232     
|Increase (decrease) in:                   |                          | 
|Accounts payable                          |                          |  | $                                          | 2,994   
|Due to related parties                    |                          |  | $                                          | (88     
|Accrued liabilities                       |                          |  | $                                          | 13,137  
|                                          |                          | 
|Total adjustments                         |                          |  | $                                          | 17,775  
|                                          |                          |  |                                            |         
|Net cash used in operating activities     |                          |  | $                                          | (480,638
|                                          |                          |  |                                            |         
|Cash flows from investing activities:     |                          | 
|Mineral property acquisition costs        |                          |  | $                                          |        
|                                          |                          |  |                                            |         
|Net Cash Used in Investing Activities     |                          |  | $                                          |        
|                                          |                          | 
|Cash flows from financing activities:     |                          | 
|Proceeds from issuance of  stock          |                          |  | $                                          | 48,000  
|Additional Capital                        |                          |  | $                                          | 430,363 
|Net cash provided by financing activities |                          |  | $                                          | 478,363 
|                                          |                          |  |                                            |         
|Net increase (decrease) in cash           |                          |  | $                                          | (2,275  
|                                          |                          | 
|Cash, beginning of period                 |                          |  |                                            | 58,052  
|                                          |                          |  |                                            |         
|Cash, end of period                       |                          |  | $                                          | 55,777  
|                                          |                          |  |                                            |         

F-6

See accompanying notes
to financial statements

---



# TapSlide, Inc. Notes
to the Financial Statements As of January 31, 2009 and 2008 For
Each of the Two Years in the Period Ended January 31, 2009

---

# NOTE 1. NATURE OF
BUSINESS

TapSlide, Inc. (formerly Almadoro
Minerals Corp. and formerly Opes Exploration Inc.) (the Company) was
incorporated in the State of Nevada on November 14, 2005 under the name Opes Exploration
Inc. On March 24, 2008, the Company changed its name to Almadoro Minerals Corp. The
Company is a Development Stage Company, as defined by Statement of Financial Accounting
Standard (SFAS) No.7 Accounting and Reporting by Development Stage
Enterprises. Until June 17, 2008, the Company was an exploration stage
company.  Almadoros principal business was the acquisition and exploration
of mineral resources.

Effective July 17, 2008, the Company
acquired certain intellectual property pertaining to mobile phone application development.
This acquisition included membership in the Apple, Inc. Developer Connection for the
iPhone platform. The Developer Connection will enable the Company to develop applications
for use on Apples iPhone, and the new iPhone 3G.

On December 18, 2007, the Company
acquired all of the issued and outstanding shares of Ninakhori Minerales S.A.
(Ninakhori), a company incorporated in Ecuador, for consideration for $1,200.
Ninakhori is an inactive company with no operations and its only asset consists of $800 in
cash. The balance of the purchase price was allocated to incorporation costs. On July 16,
2008, the Company sold its interest in Ninakhori for $1.

The Companys stock is listed on
the Over-the-Counter listing service under the stock symbol TSLI.

Basis of presentation

These consolidated financial
statements and related notes are presented in accordance with accounting principles
generally accepted in the United States, and are expressed in US dollars. These
consolidated financial statements include the accounts of the Company and its wholly owned
subsidiary, Ninakhori Minerales S.A., an inactive company. All intercompany transactions
and balances have been eliminated. The Companys fiscal year end is January 31.

Principles of
Consolidation

The accompanying consolidated
financial statements include the accounts of TapSlide, Inc. All significant inter-company
balances and transactions have been eliminated in consolidation.

F-7

---



Revenue Recognition

Revenues from sales are recognized
when invoiced.

Going Concern Uncertainty

These consolidated financial
statements have been prepared on a going concern basis, which implies the Company will
continue to realize its assets and discharge its liabilities in the normal course of
business. The Company has never generated revenues since inception and has never paid any
dividends and is unlikely to pay dividends or generate earnings in the immediate or
foreseeable future. The continuation of the Company as a going concern is dependent upon
the continued financial support from its shareholders, the ability of the Company to
obtain necessary equity financing to continue operations, confirmation of the
Companys interests in the underlying properties, and the attainment of profitable
operations. As of January 31, 2009, the Company has accumulated losses of $797,920 since
inception. These factors raise substantial doubt regarding the Companys ability to
continue as a going concern. These consolidated financial statements do not include any
adjustments to the recoverability and classification of recorded asset amounts and
classification of liabilities that might be necessary should the Company be unable to
continue as a going concern.

The Company will require significant
additional funding in order to continue operations achieve our business plan and  our
current cash position and revenues, if any, will not be able to sustain our proposed
operations. The Company intends to attempt to raise these funds by means of one or more
private offerings of debt or equity securities or both. However, at this point, we have
not specifically identified the type or sources of this funding.  We believe that some
limited portion of the required funds could be generated from operations.

# NOTE 2. SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES

The summary of significant accounting
policies presented below is designed to assist in understanding the Companys
financial statements. Such financial statements and accompanying notes are the
representations of Company management, who are responsible for their integrity and
objectivity. These accounting policies conform to accounting principles generally accepted
in the United States of America (U.S. GAAP) in all material respects, and have
been consistently applied in preparing the accompanying financial statements. The Company
is classified as a development stage enterprise under U.S. GAAP and has not generated any
revenues from its operations.

Use of Estimates

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

Concentration of Credit
Risk

We place our cash with high quality
financial institutions, and at times may exceed the Federal Deposit Insurance Corporation
$250,000 insurance limit.

F-8

---



Property and Equipment

Property and equipment are stated at
cost. Equipment under capital leases is stated at the present value of minimum lease
payments. Depreciation is calculated on a straight-line basis over the estimated useful
lives of the assets, which is 5 to 10 years. Betterments, which extend the life of the
asset, are capitalized, and maintenance and repairs are expensed as incurred.

Mineral Property Costs

Until
June 17, 2008, the Company was in the exploration stage since its inception on November
14, 2005 and has not yet realized any revenues from its planned operations. Mineral
property exploration costs are expensed as incurred. Mineral property acquisition costs
are initially capitalized when incurred using the guidance in EITF 04-02 Whether
Mineral Rights Are Tangible or Intangible Assets. The Company assesses the
carrying costs for impairment under SFAS 144, Accounting for Impairment or
Disposal of Long Lived Assets at each fiscal quarter end. When it has been
determined that a mineral property can be economically developed as a result of
establishing proven and probable reserves, the costs then incurred to develop such
property, are capitalized. Such costs will be amortized using the units-of-production
method over the estimated life of the probable reserve. If mineral properties are
subsequently abandoned or impaired, any capitalized costs will be charged to operations.

Impairment of Long-lived
Assets

We account for the impairment and
disposition of long-lived assets in accordance with SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. In accordance with SFAS No. 144, long
lived assets are to be held and reviewed for events or changes in circumstances that
indicate that their carrying value may not be recoverable. We periodically review the
carrying value of long lived assets to determine whether impairment to such value has
occurred. An impairment loss is recognized when the carrying amount of the long-lived
asset is not recoverable and exceeds its fair value. The carrying amount of a long-lived
asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to
result from the use and eventual disposition of the asset. Any required impairment loss is
measured as the amount by which the carrying amount of a long-lived asset exceeds its fair
value and is recorded as a reduction in the carrying value of the related asset and a
charge to operating results.

Research and Development
Costs

Research and development costs are
expensed as incurred, indicating commercial viability has not been obtained. Purchased
materials that do not have an alternative future use and the cost to develop prototypes of
production equipment are also expensed. Costs incurred after the production process is
viable and a working model of the equipment has been completed will be capitalized as
long-lived assets.

Income Taxes

We account for income taxes under the
SFAS No. 109, Accounting for Income Taxes. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. Under SFAS 109,
the effect on deferred tax assets and liabilities of a change in tax rates is recognized
in income in the period that includes the enactment date. A valuation allowance related to
a deferred tax asset is recorded when it is more likely than not that some or all of the
deferred tax asset will not be realized.

F-9

---



In July 2006, the Financial
Accounting Standards Board (FASB) issued FASB Interpretation No. 48,
Accounting for Uncertainty in Income Taxes (FIN 48). FIN 48
prescribes a recognition threshold and measurement attribute for the financial statement
recognition and measurement of a tax position that an entity takes or expects to take in a
tax return. Additionally, FIN 48 provides guidance on de-recognition, classification,
interest and penalties, accounting in interim periods, disclosure, and transition. Under
FIN 48, an entity may only recognize or continue to recognize tax positions that meet
a more likely than not threshold. We adopted FIN 48 on January 1,
2007. As a result of adoption of FIN 48, we recognized no liability for unrecognized
income tax benefits. Additionally, we recognized no interest and penalties related to
uncertain tax positions and as of January 31, 2009 and 2008, we have no accrued
interest related to uncertain tax positions.

Fair Value of Financial
Instruments

The carrying amounts of our financial
instruments, including cash, accounts payable and accrued liabilities approximate their
fair value as of January 31, 2009 and 2008. The fair value of the Companys notes
payable to related parties approximate their carrying value as the stated interest rates
of these instruments reflect rates which are otherwise currently available to the Company.

Loss Per Share

SFAS No. 128, Earnings per
Share, requires presentation of basic earnings per share (Basic EPS) and
diluted earnings per share (Diluted EPS). Basic earnings (loss) per share is
computed by dividing earnings (loss) available to common stockholders by the weighted
average number of common shares outstanding during the period. Diluted earnings per share
reflects the potential dilution, using the treasury stock method, that could occur if
securities or other contracts to issue common stock were exercised or converted into
common stock or resulted in the issuance of common stock that then shared in our earnings.
In computing diluted earnings per share, the treasury stock method assumes that
outstanding options and warrants are exercised and the proceeds are used to purchase
common stock at the average market price during the period. Options and warrants will have
a dilutive effect under the treasury stock method only when the average market price of
the common stock during the period exceeds the exercise price of the options and warrants.

Stock-based compensation

In January 2004, the FASB issued SFAS
No. 123R, Share-Based Payment. This statement requires that the cost resulting
from all share-based payment transactions be recognized in the financial statements. This
statement establishes fair value as the measurement objective in accounting for
share-based payment arrangements and requires all entities to apply a fair-value based
measurement method in accounting for share-based payment transactions with employees
except for equity instruments held by employee share ownership plans. Effective January 1,
2006, the Company adopted the fair value recognition provisions of SFAS No. 123R, using
the modified prospective method. Under this method, the provisions of SFAS No. 123R apply
to all awards granted or modified after the date of adoption and all previously granted
awards not yet vested as of the date of adoption. The initial adoption of this standard
had no effect on the Companys financial statements.

F-10

---



Shares, warrants and options issued
to non-employees for services are accounted for in accordance with SFAS No. 123R and
Emerging Issues Task Force Issue No. 96-18 (EITF 96-18), Accounting for
Equity Instruments that are Issued to Other Than Employees for Acquiring or In Conjunction
with Selling Goods or Services whereby the fair value of such option and warrant
grants is determined using the Black-Scholes Model at the earlier of the date at which the
non-employees performance is completed or a performance commitment is reached.

Recent Accounting
Pronouncements

On January 4, 2007, the FASB issued
SFAS No. 141 (R), Business Combinations.   SFAS No. 141(R)
will significantly change the accounting for business combinations such that an acquiring
entity will be required to recognize all the assets acquired and liabilities assumed in a
transaction at the acquisition-date fair value with limited exceptions. SFAS 141(R) will
change the accounting treatment for certain specific items, including:

| |  | Acquisition
costs will be generally expensed as incurred;
| | - | ---------------------------------------------------------

| |  | Noncontrolling
interests (formerly known as "minority interests" -- see SFAS No. 160 discussion
         below) will be valued at fair value at the acquisition date;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Acquired
contingent liabilities will be recorded at fair value at the acquisition date and
subsequently measured at either the higher of such amount or the amount determined under
existing guidance for non-acquired contingencies;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | In-process
research and development will be recorded at fair value as an indefinite-lived intangible
asset at the acquisition date;
| | - | -----------------------------------------------------------------------------------------------------------------------------------

| |  | Restructuring
costs associated with a business combination will be generally expensed subsequent to the
acquisition date; and
| | - | -----------------------------------------------------------------------------------------------------------------------------

| |  | Changes
in deferred tax asset valuation allowances and income tax uncertainties after the
acquisition date generally will affect income tax expense.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------

FAS No. 141(R) also includes a
substantial number of new disclosure requirements and applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the first
annual reporting period beginning on or after January 15, 2008. Earlier adoption is
prohibited. Management does not believe such statement will have any impact on its future
financial statements.

F-11

---



Also, on January 4, 2007, the FASB
issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial
Statements  An Amendment of ARB No. 51.   SFAS No. 160
establishes new accounting and reporting standards for the noncontrolling interest in a
subsidiary and for the deconsolidation of a subsidiary. Specifically, this statement
requires the recognition of a noncontrolling interest (minority interest) as equity in the
consolidated financial statements and separate from the parents equity. The amount
of net income attributable to the noncontrolling interest will be included in consolidated
net income on the face of the income statement. SFAS No. 160 clarifies that changes in a
parents ownership interest in a subsidiary that do not result in deconsolidation are
equity transactions if the parent retains its controlling financial interest. In addition,
this statement requires that a parent recognize a gain or loss in net income when a
subsidiary is deconsolidated. Such gain or loss will be measured using the fair value of
the noncontrolling equity investment on the deconsolidation date. This statement also
includes expanded disclosure requirements regarding the interests of the parent and its
noncontrolling interest.  SFAS No. 160 is effective for fiscal years, and
interim periods within those fiscal years, beginning on or after January 15, 2008, and
earlier adoption is prohibited.  Management does not believe such statement will
have any impact on its future financial statements.

In May 2008, FASB issued SFAS 162,
The Hierarchy of Generally Accepted Accounting Principles. Effective 60 days
following the SECs approval of the Public Company Accounting Oversight Board
amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally
Accepted Accounting Principles. The Board does not expect that this Statement will result
in a change in current practice. However, transition provisions have been provided in the
unusual circumstance that the application of the provisions of this Statement results in a
change in practice. The Company believes the implementation of this standard will have no
effect on our financial statements.

In May, 2008 FASB issued SFAS 163.
This Statement requires that an insurance enterprise recognize a claim liability prior to
an event of default (insured event) when there is evidence that credit deterioration has
occurred in an insured financial obligation. This Statement also clarifies how Statement
60 applies to financial guarantee insurance contracts, including the recognition and
measurement to be used to account for premium revenue and claim liabilities. Those
clarifications will increase comparability in financial reporting of financial guarantee
insurance contracts by insurance enterprises. This Statement requires expanded disclosures
about financial guarantee insurance contracts. The Company believes the implementation of
this standard will have no effect on our financial statements.

Other recent accounting
pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA,
and the SEC did not or are not believed by management to have a material impact on the
Companys present or future consolidated financial statements.

# NOTE 3. RELATED PARTY
BALANCES/TRANSACTIONS

The
Company recognized donated rent at $250 per month and donated services provided by the
President of the Company at $500 per month in fiscal year ending January 2008 and for
portions of fiscal year ending January 31, 2009. Commencing February 1, 2007, the Company
paid management fees to the President of the Company at a rate of CDN$833 per month for
February and March 2007 and CDN$3,000 commencing April 2007. For the year ended January
31, 2009, the Company recognized $1,500(2007  $1,500) in donated rent.

Effective July 17, 2008, the Company
purchased certain intellectual property from a former officer and director of the Company.
The consideration for the purchase of the intellectual property was $5,000 plus the
reimbursement of amounts incurred by him in connection with the business and the
Agreement. The Companys Chief Operating Officer provides certain office space to the
Company at no charge.

F-12

---



# NOTE 4.
STOCKHOLDERS EQUITY (DEFICIT)

Common Stock

The Company is authorized to issue
200,000,000 shares of $.0001 par value common stock. The Company has 43,515,000 shares of
its common stock issued and outstanding at January 31, 2009. Dividends may be paid on
outstanding shares as declared by the Board of Directors. Each share of common stock is
entitled to one vote.

On March 11, 2008, the Company issued
160,000 common shares at $0.30 per common share for proceeds of $48,000.

On October 25, 2007, the Company
issued 375,000 common shares at $0.40 per share for proceeds of $150,000.

On October 3, 2007, the Company
issued 200,000 common shares at $0.50 per share for proceeds of $100,000.

On October 27, 2007, the Company
issued 100,000 common shares at $0.30 per common share for proceeds of $30,000.

On June 13, 2007, the Company
affected a forward stock split by declaring a stock dividend on the basis of seven new
shares of common stock for every share of common stock outstanding. The issued and
outstanding common shares increased from 5,335,000 shares of common stock to 42,680,000
shares of common stock. All share amounts have been retroactively adjusted for all periods
presented.

Preferred Stock

The Company is authorized to issue
20,000,000 shares of $0.001 par value preferred stock. As of January 31, 2009 there are no
Preferred Shares issued outstanding.

Officers and Directors
Stock Compensation

Directors serve for a one-year term
and are not compensated. There are currently no agreements or understandings whereby any
officer or director would resign at the request of another person. None of our officers or
directors is acting on behalf of or will act at the direction of any other person.

# NOTE 5. INCOME TAXES

We do not have significant income tax
expense or benefit from inception through January 31, 2009. Our tax net operating losses
have resulted in a deferred tax asset with a 100% valuation allowance applied against such
asset at January 31, 2009 and 2008. Our tax net operating loss carry forward approximates
$797,920 at January 31, 2009. Some or all of such loss carry forward may be limited by
Section 382 of the Internal Revenue Code.

F-13

---



The income tax effect of temporary
differences between financial and tax reporting gives rise to the deferred income tax
assets at January 31, 2009 and 2008 as follows:

|                                | 2009 |  | 2008 |         
|------------------------------- | ---- |  | ---- | --------
|Net operating loss carryforward |      |  | $    | 267,000 
|                                |      | 
|Less valuation allowance        |      |  | $    | (267,000
|                                |      | 
|Net deferred tax asset          |      |  | $    |        

# NOTE 6.  
CONVERTIBLE NOTES

Between August 16, 2008 and August
30, 2008, the Company held closings on an aggregate of $238,100 of 10% Series A
Convertible Debentures. On December 31, 2008, the debentures were due and payable and are
now in default. Interest in the amount of $11,098 has been accrued through January 31,
2009 on these debentures. The notes are convertible at a price of $0.30 cents per share.
No beneficial conversion feature which needed to be recorded in accordance with EITF 98-5
arose from these transactions.

# NOTE 7. OTHER EVENTS

In the first quarter of the current
fiscal year, a former officer and director of the Company and his family members gifted to
the company 19,900,000 shares that they previously owned or exercised beneficial control
over. These shares are currently with our transfer agent and are classified as Treasury
Shares. As a result of this transaction, a change of control was effected.

F-14

---