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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            -------------------------

                                  FORM 10-K/A
                                Amendment No. 2

                            ------------------------

 (Mark One)
[ X ]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934
                                         For the fiscal year ended JUNE 30, 2009

[   ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
                                 For the transition period from _____ to _______

                       Commission file number: 333-103780
                       ----------------------------------

                          ARKSON NEUTRACEUTICALS CORP.
--------------------------------------------------------------------------------
              (Exact name of small business issuer in its charter)

              Delaware                                        51-0383940
   -------------------------------                        --------------------
   (State or other jurisdiction of                          (I.R.S. Employer
    incorporation or organization)                         Identification No.)

               27 Chicora Ave                                    M5R 1T7
            Toronto Ontario, Canada
    ----------------------------------------                    ----------
    (Address of principal executive offices)                    (Zip Code)

                    Issuer's telephone number: (416) 928-3095

       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       No |X|

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

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

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

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. (Check one):

    Large accelerated filer                       Accelerated filer

    Non-accelerated  (Do not check if a smaller   Smaller reporting company |X|
    reporting company)filer

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

The Company's stock is traded on the OTC-BB. As of June 30, 2009, there were
152,889 shares of stock held by non-affiliates. As of June 30, 2009, 645,889
shares of the common stock of the registrant were outstanding.

            CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. The Registrant has based
these forward-looking statements on its current expectations and projections
about future events. These forward-looking statements are subject to known and
unknown risks, uncertainties and assumptions about the Registrant that may cause
its 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 such forward-looking statements. In some
cases, you can identify forward-looking statements by terminology such as "may,"
"will," "should," "could," "would," "expect," "plan," "anticipate," "believe,"
"estimate," "continue," or the negative of such terms or other similar
expressions. Factors that might cause or contribute to such a discrepancy
include, but are not limited to, those described in this Annual Report on Form
10-K and in the Registrant's other Securities and Exchange Commission filings.



                                        1
<PAGE>
                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

INTRODUCTION

Arkson Nutraceuticals, Inc. (herein referred to as "we," "our," "us," the
"Company," or the "Registrant") was incorporated on October 2, 1998 under the
laws of the State of Delaware. The Company intended to engage in the manufacture
and sale of a broad range of proprietary natural health food supplement
products. The Company began to negotiate licenses with developers of natural
health food supplements approximately one month after incorporation. The Company
also entered negotiations with various wholesale buyers of such products and
with finance organizations. These explorations and negotiations continued at a
high level for a period of approximately two years after incorporation, and at a
slower pace for one additional year. However, no such licenses or contracts
materialized. As a result of the Company's failure to generate licenses,
contracts, or sales it operated at a loss. By June 2001 virtually all funds
raised by the sale of shares had been expended, and the Company thereafter
became dormant. From July 1, 2001 until the present, it was inactive and could
be deemed to be a so-called "shell" company, an entity which is generally
described as having no or nominal operations and with no or nominal assets or
assets consisting solely of cash and cash equivalents.

The Company has been seeking, and will continue to seek, potential operating
businesses and business opportunities with the intent to acquire or merge with
such businesses. Its principal purpose is to locate and consummate a merger or
acquisition with a private entity. Because of the Company's current status of
having only nominal assets and no recent operating history, in the event the
Company does successfully acquire or merge with an operating business
opportunity, it is likely that the Company's current shareholders will
experience substantial dilution and a resultant change in control of the
Company.

Any target acquisition or merger candidate of the Company will become subject to
the same reporting requirements as the Company upon consummation of any merger
or acquisition. Thus, in the event the Company successfully completes the
acquisition of, or merger with, an operating business opportunity, that business
opportunity must provide Form 10 level disclosure in a Form 8-K including
audited financial statements for at least the two most recent fiscal years or,
in the event the business opportunity has been in business for less than two
years, audited financial statements will be required from the period of
inception. This could limit the Company's potential target business
opportunities due to the fact that many private business opportunities either do
not have audited financial statements or are unable to produce audited
statements without substantial time and expense.

The Company has no recent operating history and no representation is made, nor
is any intended, that the Company will in fact be able to carry on future
business activities successfully. If the Company needs cash over the ensuing 12
months in order to carry out its business activities, the Company believes that
it will be able to borrow sufficient cash from its stockholders in order to
satisfy any such immediate requirements. For this reason, the Company does not
presently anticipate having to raise any additional funds within the next 12
months or longer. In spite of being able to meet cash needs that are currently
anticipated, there can be no assurance that the Company will have the ability to
acquire or merge with an operating business, business opportunity or property at
all, let alone one that will be of material value or benefit to the Company.
There can also be no assurance that the Company's cash needs can be indefinitely
met by cash advances from a stockholder or anyone else associated with the
Company.

As stated elsewhere herein, management plans to investigate, research and, if
justified, potentially acquire or merge with one or more businesses or business
opportunities. Management will have broad discretion in its search for and
negotiations with any potential business or business opportunity.

Use of Form S-8 and Form 8-K by Shell Companies

Effective August 22, 2005, the Commission adopted a series of rules and rule
amendments designed to deter fraud and abuse through the use of reporting shell
companies. The most significant rule changes were as follows: (i) shell
companies are prohibited from using Form S-8 to register offerings of securities
during the period a company is defined as a shell company and for 60 days
thereafter; and (ii) upon completion of a transaction whereby a company ceases
to be a shell company, the company must file Form 10 level disclosure in a Form
8-K within four business days after completing the transaction. The changes to
the Form 8-K rules may limit the number of business opportunities that would be
interested in completing a transaction with the Company.



                                        2
<PAGE>

Sources of Business Opportunities and Risks Associated Therewith

Management of the Company intends to use various resources in the search for
potential business opportunities including, but not limited to, the Company's
officer and director, consultants, special advisors, securities broker-dealers,
venture capitalists, members of the financial community and others who may
present management with unsolicited proposals. Because of the Company's lack of
capital, it may not be able to retain on a fee basis professional firms
specializing in business acquisitions and reorganizations. Rather, the Company
will most likely have to rely on outside sources, not otherwise associated with
the Company, persons that will accept their compensation only after the Company
has finalized a successful acquisition or merger.

If the Company elects to engage an independent consultant, it intends to look
only to consultants that have experience in working with small public companies
in search of an appropriate business opportunity. Also, the consultant will more
than likely have experience in locating viable merger and/or acquisition
candidates and have a proven track record of finalizing such business
combinations. Further, the Company would prefer to engage a consultant that will
provide services for only nominal up-front consideration and who would be
willing to be fully compensated at the close of a business combination or
acquisition.

The Company does not intend to limit its search to any specific kind of industry
or business. The Company may investigate and ultimately acquire a venture that
is in its preliminary or development stage, is already in operation, or in
various stages of existence and development. A potential venture might need
additional capital or merely desire to have its shares publicly traded.
Management believes that the Company could provide a potential public vehicle
for a private entity interested in becoming a publicly held corporation.

Evaluation and Risks Associated Therewith

Once the Company has identified a particular entity as a potential acquisition
or merger candidate, management will seek to determine whether acquisition or
merger is warranted or whether further investigation is necessary. Such
determination will generally be based on management's knowledge and experience,
or with the assistance of outside advisors and consultants evaluating the
preliminary information available to them. As stated in the previous section,
management may elect to engage outside independent consultants to perform
preliminary analysis of potential business opportunities. However, because of
the Company's lack of capital it may not have the necessary funds for a complete
an exhaustive investigation of any particular opportunity.

In evaluating such potential business opportunities, the Company will consider,
to the extent relevant to the specific opportunity, several factors including
potential benefits to the Company and its shareholders; working capital,
financial requirements and availability of additional financing; history of
operation, if any; nature of present and expected competition; quality and
experience of management; need for further research, development or exploration;
potential for growth and expansion; potential for profits; and other factors
deemed relevant to the specific opportunity.

No assurance can be made following consummation of any acquisition or merger
that the business venture acquired or targeted will develop into a going concern
or, if the business is already operating, that it will continue to operate
successfully. Many of the potential business opportunities made available to the
Company may involve, among other things, new and untested products, processes or
market strategies which may not ultimately prove successful.

Form of Potential Acquisition or Merger and Risks Associated Therewith

The particular manner in which the Company participates in a specific business
opportunity will depend upon the nature of that opportunity, the respective
needs and desires of the Company, on the one hand, and the respective needs and
desires of those in control of the opportunity, on the other, and, the relative
negotiating strength of the parties involved. Actual participation in a business
venture may take the form of an asset purchase, lease, joint venture, license,
partnership, stock purchase, reorganization, merger or consolidation. The
Company may act directly or indirectly through an interest in a partnership,
corporation, or other form of organization. Whatever form any business
transaction ultimately takes, the Company does not intend to participate in
opportunities through the purchase of minority stock positions.


                                        3
<PAGE>

Because of the Company's current situation, having only nominal assets and no
recent operating history, in the event the Company does successfully acquire or
merge with an operating business opportunity, it is likely that the Company's
present shareholders will experience substantial dilution and there will be a
probable change in control of the Company. Most likely, the owners of the
business opportunity will acquire control of the Company following such
transaction. Management has not established any guidelines as to the amount of
control it will offer to prospective business opportunities, rather management
will attempt to negotiate the best possible agreement for the benefit of the
Company's shareholders.

Need for Additional Capital or Financing and Risks Associated Therewith

Management does not presently intend to borrow funds to compensate any persons,
consultants, promoters or affiliates in relation to the consummation of a
potential merger or acquisition. However, if the Company engages outside
advisors or consultants in its search for business opportunities, it may be
necessary for the Company to attempt to raise additional funds. As of the date
hereof, the Company has not made any arrangements or definitive agreements to
use outside advisors or consultants or to raise any capital. In the event the
Company does need to raise capital, most likely the only method available to the
Company would be the private sale of its securities. These possible private
sales would more than likely have to be to persons known by the director or
other shareholders of the Company or to venture capitalists that would be
willing to accept the substantial risks associated with investing in a company
with limited history, no current operations and nominal capital.

It is unlikely that the Company could make a public offering of securities or be
able to borrow any significant sum from either a commercial or private lender.
Management will attempt to acquire funds or financing, if necessary, on the best
available terms. However, there can be no assurance that the Company will be
able to obtain additional funding or financing when and if needed, or that such
funding, if available, can be obtained on terms reasonable or acceptable to the
Company. Although not presently anticipated, a possibility exists that the
Company would offer and sell additional securities to its existing shareholders
or their affiliates or possibly even "accredited investors."

Possible Sales of Shares by Certain Shareholders or Insiders

In the case of a future acquisition or merger, there exists a possibility that a
condition of such transaction might include the sale of shares presently held by
officers, directors, their affiliates, if any, or other insiders of the Company
to parties affiliated with or designated by the potential business opportunity.
If any such situation does arise, management is obligated to follow the
Company's Certificate of Incorporation and all applicable corporate laws in
negotiating such an arrangement. Under this scenario of a possible sale by
officers, directors and other insiders, if any, of their shares, it is unlikely
that similar terms and conditions would be offered to all other shareholders of
the Company or that the shareholders would be given the opportunity to approve
such a transaction.

Finder's, Agent's or Broker's Fees

In the event of a successful acquisition or merger, a finder's, agent's or
broker's fee, in the form of cash or securities, may be paid to persons
instrumental in facilitating the transaction. The Company has not established
any criteria or limits for the determination of any such fee, although it is
likely that an appropriate fee will be based upon negotiations by and among the
Company, the appropriate business opportunity, and the finder or broker. Though
possible, it is unlikely that a finder's or agent's fee will be paid to an
affiliate of the Company because of the potential conflict of interest that
might result. If such a fee were paid to an affiliate, it would have to be in
such a manner so as not to compromise an affiliate's possible fiduciary duty to
the Company or to violate the doctrine of usurpation of a corporate opportunity.
Further, in the unlikely event that a finder's or agent's fee was paid to an
affiliate, the Company would likely, though not necessarily, have such an
arrangement ratified by the shareholders in an appropriate manner. It should
also be noted that finder's, agent's or broker's fees in the types of situations
involved here are frequently substantial and no assurance can be made that any
such fee would not be substantial or not entail the issuance of several million
common capital shares.


                                        4
<PAGE>

Potential Conflicts of Interest

Presently, it is believed to be highly unlikely that the Company will acquire or
merge with a business opportunity in which the Company's management, affiliates
or promoters, if any, have an ownership interest. Any possible related party
transaction of this type would likely have to be ratified by a disinterested
Board of Directors and possibly, by the shareholders. Whatever would happen, the
Company intends do whatever it believes is necessary to fully and completely
comply with Delaware corporate law. Management does not anticipate that the
Company will acquire or merge with any related entity or person.

Rights and Participation of Shareholders

It is presently anticipated by management that prior to consummating a possible
acquisition or merger, the Company, if required by relevant state laws and
regulations, will seek to have the transaction ratified by shareholders in the
appropriate manner.

The Board of Directors will have the discretion to consummate an acquisition or
merger by written consent if it is determined to be in the best interests of the
Company to do so. Regardless of whether an action to acquire or merge is
ratified by calling and holding a formal shareholders' meeting or by written
consent, the Company intends to provide its shareholders with complete
disclosure documentation concerning a potential target business opportunity,
including appropriate audited financial statements of the target to the extent
the same can be made available at the time. It is anticipated that all of such
information will be disseminated to the shareholders either by a proxy statement
prepared in accordance with Schedule 14A promulgated under the Exchange Act in
the event that a shareholders' meeting is called and held, or by subsequent
information statement prepared in accordance with Schedule 14C promulgated under
the Exchange Act in the event the corporate action is approved by the written
consent of a majority.

Within four business days after completing a merger or acquisition transaction
where the Company ceases to be a shell company, the Company must file a Form 8-K
that provides Form 10 level disclosure.

Competition

The Company is unable to evaluate the type and extent of its likely competition.
The Company is aware that there are several other public companies with only
nominal assets that are also searching for operating businesses and other
business opportunities as potential acquisition or merger candidates. The
Company will be in direct competition with these other public companies in its
search for business opportunities and, due to the Company's current lack of
funds and capital resources, it may be difficult to successfully compete with
these other companies.

Employees

As of the date hereof, the Company does not have any full time employees and has
no plans for retaining full time employees until such time as the Company's
business warrants the expense, or until the Company successfully acquires or
merges with an operating business. The Company may find it necessary to
periodically hire part-time clerical help on an as-needed basis.



                                        5
<PAGE>

Facilities

The Company is currently using as its principal place of business the business
office of its principal shareholder, David Roff, located in Toronto, Ontario.
Although the Company has no written agreement and pays no rent for the use of
this facility, it is contemplated that at such future time as the Company
acquires or merges with an operating business, the Company will secure
commercial office space from which it will conduct its business. However, until
such time as the Company completes an acquisition or merger, the type of
business in which the Company will be engaged and the type of office and other
facilities that will be required is unknown. The Company has no current plans to
secure such commercial office space.

Industry Segments

No information is presented regarding industry segments. The Company is
presently seeking a potential acquisition of or merger with a yet known and
yet-to-be-identified business opportunity.

ITEM 2. DESCRIPTION OF PROPERTIES

Administrative operations are conducted from the offices of David Roff,
President, at 27 Chicora Ave, Toronto, Ontario, M5R 1T7. We expect to operate
for as long as possible from these offices to minimize operating expenses. We do
not currently pay rent for these offices and do not anticipate paying rent to
Mr. Roff for any such offices in the future. Our operations do not currently
require office to meet our objectives, and therefore administration from these
offices is sufficient. At some point in the future, as may be necessary to
implement and carry out our plans, we may require additional office space
requiring rental expense, but we do not anticipate any such need during the next
six to twelve months. We will however, incur common office operating expenses
such as telephone, office supplies, postage, etc.

ITEM 3. LEGAL PROCEEDINGS

We know of no material, active or pending legal proceedings against our company,
nor are we involved as a plaintiff in any material proceeding or pending
litigation. There are no proceedings in which any of our directors, officers or
affiliates, or any registered or beneficial shareholder, is an adverse party or
has a material interest adverse to our interest.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

None
                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTER

(a) Market Price Information

The Registrant's common stock is quoted from time to time on the OTC-BB under
the symbol AKSN. As of July 15, 2009, there were approximately 200 registered
holders of record of the Company's Common Stock (this excludes shareholders
whose stock is held by a nominee or in "street name," because a nominee or
street name holder is counted as one registered shareholder even if a nominee is
holding stock for many shareholders). The Company believes that it has
approximately 200 shareholders when including those whose shares are held in
street name.

On June 30, 2009, there were 645,889 shares outstanding.

We have not declared any dividends since incorporation and do not anticipate
that we will do so in the foreseeable future. Although there are no restrictions
that limit the ability to pay dividends on our common shares, our intention is
to retain future earnings for use in our operations and the expansion of our
business.



                                        6
<PAGE>
                                             High          Low
                                             ----          ---
YEAR ENDED JUNE 30, 2009
  Quarter ended June 30,                    $3.00         $3.00
  Quarter ended March 31,                    3.00          3.00
  Quarter ended December 31,                 3.00          0.30
  Quarter ended September 30,                0.30          0.30


YEAR ENDED JUNE 30, 2008
  Quarter ended June 30,                    $0.15         $0.001
  Quarter ended March 31,                    0.15          0.001
  Quarter ended December 31,                 2.00          0.001
  Quarter ended September 30,                0.15          0.001

Recent Sales of Unregistered Securities

The company issued 100,000 common shares in the fourth quarter to Robert Audon
for services provided.

Equity Compensation Plans

We have no equity compensation plans at June 30, 2009.

ITEM 6. SELECTED FINANCIAL DATA

Not required for small business.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
OPERATION

THE FOLLOWING ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION OF
THE COMPANY FOR THE YEAR ENDED JUNE 30, 2009 SHOULD BE READ IN CONJUNCTION WITH
THE COMPANY'S FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO CONTAINED
ELSEWHERE IN THIS FORM 10-K

OVERVIEW

Arkson Neutraceuticals was incorporated on October 2, 1998 under the laws of the
State of Delaware. The Company intended to engage in the manufacture and sale of
a broad range of proprietary natural health food supplement products. By June
2001 virtually all funds raised by the sale of shares had been expended, and the
Company thereafter became dormant. The Company is now considered a "shell
company" as it has no or nominal operations.

The Company has been seeking, and will continue to seek, potential operating
businesses and business opportunities with the intent to acquire or merge with
such businesses. The Company principal purpose is to locate and consummate a
merger or acquisition with a private entity. Because of the Company's current
status of having only nominal assets in the event the Company does successfully
acquire or merge with an operating business opportunity, it is likely that the
Company's current shareholders will experience substantial dilution and a
resultant change in control of the Company.

Any target acquisition or merger candidate of the Company will become subject to
the same reporting requirements as the Company upon consummation of any merger
or acquisition. Thus, in the event the Company successfully completes the
acquisition of, or merger with, an operating business opportunity, that business
opportunity must provide Form 10 level disclosure in a Form 8-K including
audited financial statements for at least the two most recent fiscal years or,
in the event the business opportunity has been in business for less than two
years, audited financial statements will be required from the period of
inception. This could limit the Company's potential target business
opportunities due to the fact that many private business opportunities either do
not have audited financial statements or are unable to produce audited
statements without substantial time and expense.


                                        7
<PAGE>

The Company has no recent operating history and no representation is made, nor
is any intended, that the Company will in fact be able to carry on future
business activities successfully. If the Company needs cash over the ensuing 12
months in order to carry out its business activities, the Company believes that
it will be able to borrow sufficient cash from its stockholders in order to
satisfy any such immediate requirements. For this reason, the Company does not
presently anticipate having to raise any additional funds within the next 12
months or longer. In spite of being able to meet cash needs that are currently
anticipated, there can be no assurance that the Company will have the ability to
acquire or merge with an operating business, business opportunity or property at
all, let alone one that will be of material value or benefit to the Company.
There can also be no assurance that the Company's cash needs can be indefinitely
met by cash advances from a stockholder or anyone else associated with the
Company.

As stated elsewhere herein, management plans to investigate, research and, if
justified, potentially acquire or merge with one or more businesses or business
opportunities. Management will have broad discretion in its search for and
negotiations with any potential business or business opportunity.

Results of Operations

REVENUE: We have generated no revenues from our continuing operations for the
years ended June 30, 2009 and 2008.

COMMON SHARES: During the year end June 30, 2009 we issued 100,000 shares to
related parties for the reduction of amounts owed to them or for their services

No other shares, warrants or options were issued in the most recent fiscal year.

EXPENSES

SUMMARY

GENERAL AND ADMINISTRATIVE: Arkson spent $2,600 general and administrative costs
in the year ended June 30, 2009 while $2,500 in such costs were incurred in the
year ended June 30, 2008.

The Company incurred a net loss of $2,600 in 2009 and $2,500 in 2008.

LIQUIDITY AND CAPITAL RESOURCES

Since discontinuing its former business operations on July 1, 2001, the
Registrant has neither engaged in any operations nor generated any revenues.
While we are dependent upon interim funding provided by Management to pay
professional fees and expenses, we have no written finance agreement with
Management to provide any continued funding. However, we may need to raise
additional funds through a private offering of debt or equity securities if
additional administrative funds are required to consummate a business
combination that is presented to us. We have no agreements to issue any debt or
equity securities and cannot predict whether equity or debt financing will
become available at terms acceptable to us, if at all.

At June 30, 2009, we had no assets and had liabilities of $17,606.

There are no limitations in the Company's articles of incorporation on the
Company's ability to borrow funds or raise funds through the issuance of
restricted stock to effect a business combination. The Company's limited
resources and lack of having cash-generating business operations may make it
difficult to borrow funds or raise capital. The Company's inability to borrow
funds or raise funds through the issuance of restricted capital stock required
to effect or facilitate a business combination may have a material adverse
effect on the Company's financial condition and future prospects, including the
ability to complete a business combination. To the extent that debt financing
ultimately proves to be available, any borrowing will subject us to various
risks traditionally associated with indebtedness, including the risks of
interest rate fluctuations and insufficiency of any future cash flow to pay
principal and interest, including debt of an acquired business.


                                        8
<PAGE>

OFF-BALANCE SHEET ARRANGEMENTS

As of June 30, 2009, we did not have any off-balance sheet arrangements as
defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities
Exchange Act of 1934.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

As of June 30, 2009 we did not have any contractual obligations.

CRITICAL ACCOUNTING POLICIES

Our significant accounting policies are described in the notes to our financial
statements included elsewhere in this annual report.

ITEM 8. FINANCIAL STATEMENTS


                                       9
<PAGE>
                           ARKSON NUTRACEUTICALS CORP.
                         (A Developmental Stage Company)
                          Index to Financial Statements


                                                                           Page
                                                                          ------

Report of Independent Registered Public Accounting Firm..............      F-2

Balance Sheets at June 30, 2009 and 2008.............................      F-3

Statements of Operations for the years ended June 30,
  2009 and 2008 and from Oct 2, 1998 (inception) through
  June 30, 2009......................................................      F-4

Statements of Comprehensive Income (Loss) for the years
  ended June 30, 2009 and 2008 and from Oct 2, 1998
  (inception) through June 30, 2009..................................      F-5


Statement of Changes in Shareholders' Equity (Deficit)
  from Oct 2, 1998, (inception) through June 30, 2009................      F-6

Statements of Cash Flows for the years ended June 30,
  2009 and 2008 and from Oct 2, 1998 (inception) through
  June 30, 2009......................................................      F-7

Notes to Financial Statements........................................      F-8




                                      F-1
<PAGE>
                               Stan J.H. Lee, CPA
               2160 North Central Rd. Suite 203 Fort Lee NJ 07024
                      P.O. Box 436402 San Ysidro CA 92143
             619-623-7799 Fax 619-564-3408 E-mail) stan2u@gmail.com




            Report of Independent Registered Public Accounting Firm
            -------------------------------------------------------


To the Board of Directors
Arkson Nutraceuticals Corp.

We have audited the accompanying balance sheets of Arkson Nutraceuticals Corp.
as of June 30, 2009 (restated) and the related statements of operations, changes
in shareholders' equity and cash flows (restated) for the fiscal year then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Arkson Nutraceuticals Corp. as
of June 30, 2009, as restated , and the results of their operations and its cash
flows, as restated for the fiscal year then ended in conformity with U.S.
generally accepted accounting principles.

The financial statements have been prepared assuming that the Company will
continue as a going concern. As discussed in Note 7 to the financial statements,
the Company's results of operations raise substantial doubt about its ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.



FINAL DRAFT

/s/ Stan J.H. Lee
------------------
Stan J.H. Lee, CPA


March 1, 2010
Fort Lee, NJ 07024



                                      F-2
<PAGE>


                           ARKSON NUTRACEUTICALS CORP.
                         (A Developmental Stage Company)
                                 Balance Sheets

                                                     December 31,      June 30,
                                                         2009           2009
                                                      (unaudited)     (audited)
                                                       restated       restated
                                                     ------------   ------------
                  Assets

Cash                                                 $         --   $        --
                                                     ------------   ------------
         Total current assets                                  --            --
                                                     ------------   ------------

               Total assets                          $         --   $        --
                                                     ============   ============

   Liabilities and Stockholders' Equity (Deficit)

Current liabilities:
   Accounts Payable                                  $         --   $        --
   Note payable - related party                                --        11,606
   Note payable                                            12,606         1,000
   Shareholder loan                                         4,285            --
   Accrued Expenses                                         1,000         2,500
                                                     ------------   ------------
         Total current liabilities                         17,891        17,606
                                                     ============   ============
Commitments and contingencies

Stockholders' equity (deficit):
   Preferred stock, $.001 par value,
     50,000,000 shares authorized, none
     issued or outstanding                                     --            --
   Common stock, $.001 par value;
     200,000,000 shares authorized,
     authorized, 645,889 shares issued and
     outstanding respectively                                 155           155
   Additional paid-in capital                             126,225       123,725
   Retained earnings                                           --            --
   Deficit accumulated during development stage          (144,271)     (141,486)

                                                     ------------   ------------
         Total stockholders' equity (deficit)             (17,891)      (17,606)
                                                     ------------   ------------

         Total liabilities and stockholders'
         equity (deficit)                            $         --   $        --
                                                     ============   ============

   The accompanying notes are an integral part of these financial statements.


                                      F-3
<PAGE>
<TABLE>
<CAPTION>

                                          ARKSON NUTRACEUTICALS CORP.
                                        (A Developmental Stage Company)
                                           Statements of Operations
                                                                                                   October 2,
                                                                                                      1998
                                                                                                   (Inception)
                                       Three-Months Period Ended      Six-Months Period Ended       Through
                                              December  31,                 December  31,         December 31,
                                           2009           2008           2009          2008           2009
                                         restated                      restated                     restated
                                      ------------   ------------   ------------   ------------   ------------

<S>                                   <C>            <C>            <C>            <C>            <C>
Revenue                                         --             --             --             --            --
                                      ------------   ------------   ------------   ------------   ------------

Operating expenses:

   Advertising                                  --             --             --             --         2,198
   Bank Charges and Expense                     --             --             --             --         1,102
   Dues, subscription and membership            --             --             --             --         1,005
   Miscellaneous expenses                                      --                            --           152
   Office expense                              225             --            785             --         2,201
   Profesional expense                        (500)            --          2,000             --        94,148
   Rent                                         --             --             --             --        27,796
   Travel and entertainment                     --             --             --             --        15,893
                                      ------------   ------------   ------------   ------------   ------------

Total operating expenses              $       (275)  $         --   $      2,785   $         --       144,495
                                      ------------   ------------   ------------   ------------   ------------

      Operating income (Loss)                  275             --         (2,785)            --      (144,495)
                                      ------------   ------------   ------------   ------------   ------------
      Other income (Expense)                    --             --             --             --           290
      Interest Income                           --             --             --             --           194
                                      ------------   ------------   ------------   ------------   ------------
      Other income                              --             --             --             --           484

      Income tax
      Current income tax                        --             --             --             --          (260)
      Income tax benefit                        --             --             --             --            --
                                      ------------   ------------   ------------   ------------   ------------

   Net income (Loss)                           275             --         (2,785)            --      (144,271)
                                      ============   ============   ============   ============   ============

Basic and diluted loss per share      $         --   $         --             --   $         --
                                      ============   ============   ============   ============

Basic and diluted weighted average
   common shares outstanding               645,889      2,687,910        645,889      2,687,910
                                      ============   ============   ============   ============

Diluted weighted average common
   shares outstanding                      645,889      2,687,910        645,889      2,687,910
                                      ============   ============   ============   ============


                  The accompanying notes are an integral part of these financial statements.


                                                      F-4
</TABLE>
<PAGE>

                          ARKSON NUTRACEUTICALS CORP.
                         (A Developmental Stage Company)
                    Statements of Comprehensive Income (Loss)

                                                                     October 2,
                                                                        1998
                                                                     (Inception)
                                            For the Year Ended         Through
                                                June 30,               June 30
                                           2009           2008          2009
                                       ------------   -----------   ------------

Loss for the Year                      $         --   $        --   $  (141,486)

Other Comprehensive Income (Loss)
  Foreign currency translation
    adjustments                                  --            --            --
                                       ------------   -----------   ------------

Comprehensive Loss                     $         --   $        --   $  (141,486)
                                       ------------   -----------   ------------


   The accompanying notes are an integral part of these financial statements.



                                      F-5
<PAGE>
<TABLE>
<CAPTION>

                                         ARKSON NUTRACEUTICALS CORP.
                                        (A Developmental Stage Company)
                                  Statement of Changes in Stockholders' Equity

                                                                    Additional                       Total
                                              Common Stock            Paid-In       Accumulated   Stockholders'
                                          Shares       Par Value      Capital        Deficit         Equity
                                       ------------   -----------   ------------   ------------   ------------
<S>                                    <C>            <C>           <C>            <C>            <C>
Common stock issued for services            462,500   $        46   $        (45)  $          0   $         0
Common stock issued for cash at $.01         30,000             1          5,999                        6,000
Common stock issued for cash at $.05         50,000             4         49,996                       50,000
Net loss for year Ended Dec. 31, 1998                                                   (37,878)      (37,878)
                                       ------------   -----------   ------------   ------------   ------------
Balance, Dec. 31, 1998                      542,500            50         55,950        (37,878)       18,122

Common stock issued for cash at $1.00           800             0         16,000                       16,000
Net loss for year ended Dec. 31, 1999                                                   (25,424)      (25,424)
                                       ------------   -----------   ------------   ------------   ------------
Balance, Dec. 31, 1999                      543,300            50         71,950        (63,302)        8,689

Common stock issued for services                 89             0          1,780                        1,780
Common stock issued for cash at $1.00         2,500             5         49,995                       50,000
Net loss for year ended Dec. 31, 2000                                                   (48,070)      (48,070)
                                       ------------   -----------   ------------   ------------   ------------
Balance, Dec. 31, 2000                      545,889            55        123,725       (111,372)       12,408

Net loss for year ended Dec. 31, 2001                                                   (11,395)      (11,395)
                                       ------------   -----------   ------------   ------------   ------------
Balance, Dec. 31, 2001                      545,889            55        123,725       (122,768)        1,012

Net loss for year ended Dec. 31, 2002                                                    (8,453)       (8,453)
                                       ------------   -----------   ------------   ------------   ------------
Balance, Dec. 31, 2002                      545,889            55        123,725       (131,221)       (7,441)

Net loss for year ended Dec. 31, 2003                                                      (165)         (165)
                                       ------------   -----------   ------------   ------------   ------------
Balance, Dec. 31, 2003                      545,889            55        123,725       (131,386)       (7,606)

Net loss for year ended Dec. 31, 2004
                                       ------------   -----------   ------------   ------------   ------------
Balance, Dec. 31, 2004                      545,889            55        123,725       (131,386)       (7,606)

Net loss for year ended Dec. 31, 2005
                                       ------------   -----------   ------------   ------------   ------------
Balance, Dec. 31, 2005                      545,889            55        123,725       (122,768)       (7,606)

Net loss for year ended Dec. 31, 2006
                                       ------------   -----------   ------------   ------------   ------------
Balance, Dec. 31, 2006                      545,889            55        123,725       (131,386)       (7,606)

Common stock issued for services         39,000,000         3,900         (3,900)
Common stock cancelled                  (39,000,000)       (3,900)         3,900
Net loss for year ended June 30, 2007                                                    (5,000)       (5,000)
                                       ------------   -----------   ------------   ------------   ------------
Balance at June 30, 2007                    545,889            55        123,725       (136,386)      (12,606)

Common stock issued for services                 --            --             --
Net loss for the year ended June 30,
  2008
Net loss for year ended June 30, 2008                                                    (2,500)       (2,500)
                                       ------------   -----------   ------------   ------------   ------------
Balance at June 30, 2008                    545,889            55        123,725       (138,886)      (15,106)

Common stock issued                         100,000           100                                         100
Net loss for the year ended June 30,2009
Net loss for year ended June 30, 2009                                                    (2,600)       (2,600)
                                       ------------   -----------   ------------   ------------   ------------
Balance at June 30, 2009                    645,889           155        123,725       (141,486)      (17,606)
                                       ------------   -----------   ------------   ------------   ------------

All of the above per share amounts have been  restated from  inception for the 1 for 20 reverse stock
split.


                   The accompanying notes are an integral part of these financial statements.
</TABLE>

                                                      F-6
<PAGE>
                           ARKSON NUTRACEUTICALS CORP.
                         (A Developmental Stage Company)
                            Statements of Cash Flows

                                                                     October 2,
                                                                        1998
                                                                     (Inception)
                                            Six-Months Ended           Through
                                              December 31,          December 31,
                                          2009           2008          2009
                                        restated                     restated
                                      ------------   ------------   ------------

 Cash flows from operating activities:
   Net loss                           $     (2,785)  $         --   $  (144,271)
   Adjustments to reconcile net loss
      to net cash used in operating
      activities:
      Increase in Accounts Payable
      Increase in Accrued Expenses          (1,500)            --         3,500
                                      ------------   ------------   ------------
   Net cash provided by (used in)
     operations                             (4,285)            --      (140,771)

Cash flows from (used in) investing
  activities:
                                      ------------   ------------   ------------
         Net cash used in
         investing activities                   --             --            --
                                      ------------   ------------   ------------

Cash flows from financing activities:
   Loan from officer/shareholder             4,285             --       (38,099)
   Loan from related party                      --             --        54,990
   Issuance of common stock                     --             --       123,880
                                      ------------   ------------   ------------
         Net cash provided by
         financing activities                4,285             --       140,771
                                      ------------   ------------   ------------

         Net change in cash                     --             --            --

Cash, beginning of period                       --             --            --
                                      ------------   ------------   ------------

Cash, end of period                   $         --   $         --   $        --
                                      ============   ============   ============

Supplemental disclosure of cash
 flow information:
   Interest paid                      $         --             --   $         0
                                      ============   ============   ============
   Income taxes paid                  $         --   $         --   $       260
                                      ============   ============   ============


   The accompanying notes are an integral part of these financial statements.


                                      F-7
<PAGE>

                              NUTRACEUTICALS CORP.
                         (A Developmental Stage Company)
                          Notes to Financial Statements
                             June 30, 2009 and 2008



NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

THE COMPANY

Arkson Nutraceuticals Corp. (the "Company"), was incorporated in the state of
Delaware on October 2, 1998. The Company was organized to manufacture and sell a
broad range of natural health food supplements. The Company currently has no
operations and, in accordance with Statement of Financial Accounting Standard
(SFAS) No. 7, "ACCOUNTING AND REPORTING BY DEVELOPMENT STAGE ENTERPRISES," is
considered a development stage enterprise.

Its activities to date have been limited to capital formation, organization,
development of its business plan, and discussions with representatives of
private label manufacturers and wholesale buyers of natural supplements.

The Company adopted June 30 as its accounting fiscal year.

CASH AND CASH EQUIVALENTS

For purposes of the statements of cash flows, the Company considers cash
instruments with original maturities of less than three months to be cash
equivalents.

START-UP COSTS

Costs of start-up activities, including organization costs, are expensed as
incurred, in accordance with Statement of Position (SOP) 98-5.

INCOME TAXES

The Company accounts for income taxes under SFAS No. 109, "Accounting for Income
Taxes." This statement requires an asset and liability approach to account for
income taxes. The Company provides deferred income taxes for temporary
differences that will result in taxable or deductible amounts in future years
based on the reporting of certain costs in different periods for financial and
income tax purposes. There is no income tax for the periods ended June 30, 2008
or 2007. The Company has net operating loss carry forward from prior years that
may be used to reduce future taxable income for income tax purposes.

USE OF ESTIMATES

The presentation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, disclosure of contingent
assets and liabilities at the date of the financial statements, and the reported
amounts of revenues and expenses during the periods presented. Actual results
may differ significantly from those estimates.

FAIR VALUES OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards No. 107, DISCLOSURES ABOUT FAIR
VALUE OF FINANCIAL INSTRUMENTS, requires disclosure of fair value information
about financial instruments, whether or not recognized in the balance sheet. In
cases where quoted market prices are not available, fair values are based on
estimates using present value or other valuation techniques. Those techniques
are significantly affected by the assumptions used, including the discount rate
and estimates of future cash flows.


                                      F-8
<PAGE>

In that regard, the derived fair value estimates cannot be substantiated by
comparison to independent markets and, in many cases, could not be realized in
immediate settlement of the instruments. Statement No. 107 excludes certain
financial instruments and all non-financial instruments from its disclosure
requirements.

STOCK-BASED COMPENSATION

In accordance with the provisions of SFAS 123, the Company follows the intrinsic
value based method of accounting as prescribed by APB 25, ACCOUNTING FOR STOCK
ISSUED TO EMPLOYEES, for its stock-based compensation.

NEW ACCOUNTING PRONOUNCEMENTS - IMPACT OF NEW ACCOUNTING STANDARDS

The Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position, or cash flows.

NOTE 2 - STOCKHOLDERS' EQUITY

COMMON STOCK

The Company has authorized fifty million (50,000,000) shares of common stock,
having one hundredth of a cent ($0.0001) par value per share. On October 2, 1998
the Company issued a total of 9,250,000 shares to its three founders for
services rendered in connection with the organization of the Company. Also in
1998 the Company issued 600,000 shares of common stock for cash, net of offering
costs, in the amount of $6,000. Also in 1998 the Company issued 1,000,000 shares
of common stock for cash, net of offering costs, in the amount of $50,000.

In 1999 the Company issued 16,000 shares of common stock for cash, net of
offering costs, in the amount of $16,000.

In 2000 the Company issued 50,000 shares of common stock for cash, net of
offering costs, in the amount of $50,000, and also issued 1,780 shares for
services valued at $1,780. As a result of these and the above described
issuances, there were a total of 10,917,780 shares of common stock issued and
outstanding at the end of 2000.

From 2000 through the fiscal year ended June 30, 2006, the Company did not issue
or cancel any stock. There were 10,917,780 shares of common stock issued and
outstanding at June 30, 2006.

During the fiscal year ending June 30, 2007 the Company voted to issue
39,000,000 shares of common stock to an officer for services, and then voted to
rescind that issuance.

On August 6, 2008 the Company completed a 1 for 20 reverse stock split. After
the reverse stock split the company had 545,889 common shares outstanding. The
company issued 100,000 common shares to Robert Auduon in the fourth quarter of
2009. The Company currently has 645,889 common shares outstanding as of June 30,
2009 and 545,889, June 30, 2008.

PREFERRED STOCK

The company is authorized to issued fifty million (50,000,000) shares of
preferred stock at $0.001 par value. There are no shares of preferred stock
issued or outstanding as of June 30, 2009 or 2008.



                                      F-9
<PAGE>

NOTE 3 - NOTES

                                                                      June 30,
                                                                        2009
                                                                    ------------
Notes payable to an officer and shareholder

Notes payable, originally at 10 % interest per annum
and all accrued interest to date forgiven, agreement
date - May 26, 2007, maturity date - November 26, 2007              $     5,000

Notes payable, originally at 10 % interest per annum
and all accrued interest to date forgiven, agreement
date - September 29, 2007, maturity date - March 29, 2008                 6,606

Notes payable, originally at 10 % interest per annum
and all accrued interest to date forgiven, agreement
date - September 11, 2005, maturity date - March 11, 2006           $     1,000
                                                                    ------------
                                                                    $    12,606
                                                                    ============

All notes provides default clause under which the note holder can demand
immediate payment with interest on default and option to convert at a price of $
0.001 per share equivalent of the amount owning at the time of conversion. As of
the date of financial statement, note holder has not demanded payment or
exercised on the conversion option. Note holder has also forgiven the interest
accrued to date.

NOTE 4 - EARNINGS PER SHARE

The computations of earnings per share for the years ended June 30, 2009 and
2008 were as follows:

                                                          Year Ended June 30,
                                                          2009          2008
                                                      -----------   ------------
Loss per common share, basic

Numerator
  Net Loss                                            $    (2,600)   $   (2,500)
  Denominator
  Weighted-average shares                                 645,889       545,889
  Loss per common share                               $     (0.00)   $    (0.00)

For the years ended June 30, 2009 and 2008, there were 12,606,000 shares
issuable based on the terms of convertible notes for $12,606 due to an officer
of the Company. Therefore, diluted earnings (loss) per share for the year ended
June 30, 2009 were approximately $(0.00) per share. For the year ended June 30,
2008 diluted earnings (loss) were $0 per share.

NOTE 5 - INCOME TAXES

At June 30, 2009, the Company has a net operating loss carryforward for tax
purposes of approximately $136,486 which expires through the year 2019. The
Internal Revenue Code contains provisions which may limit the loss carryforward
available if significant changes in stockholder ownership of the Company occur.


                                      F-10
<PAGE>

There was no income and no provisions for income taxes for the years ended June
30, 2009 and 2008.

NOTE 6 - RELATED PARTY TRANSACTIONS

LOANS PAYABLE

Between October 2, 1998 (Inception) and December 31, 2003 certain officers and
shareholders made a number of non-interest bearing loans to the Company totaling
$54,990 and received principal repayments of those loans totaling $44,800. As of
December 31, 2003, 2004, and 2005 one officer and shareholder was owed the
principal sum of $10,190. On February 6, 2006 that officer and shareholder was
repaid $2,585 of the sum owing to him. As a result, there was a liability of
$7,606 owed to an officer and shareholder as of June 30, 2006. On February 8,
2007 that officer and shareholder loaned the Company an additional $5,000. As a
result, there was a liability of $11,606 (after assignment of note in the amount
of $ 1,000 to an unrelated party) owed to an officer and shareholder as of June
30, 2007 and also as of June 30, 2008.

NOTE 7 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company's financial position and
operating results raise substantial doubt about the Company's ability to
continue. The Company has had no operating revenue since inception and has
currently no operating business.

The ability of the Company to continue as a going concern is dependent upon
developing sales and obtaining additional capital and financing. The financial
statements do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.

NOTE 8 - SUBSEQUENT EVENT

None

NOTE 9 - COMMITMENT AND CONTINGENCY

There is no commitment or contingency to disclose during the years ended June
30, 2009 and 2008.

NOTE 10 - RESTATEMENT

In February, 2010, we determined that it was necessary to restate our audited
financial statements as at June 30, 2009 and our unaudited financial statements
for the three month period ending September 30, 2009. The purpose of the
restatements is to correct an error in accruals:

Accrual of Audit Fees.
----------------------

In the course of a review by the Securities and Exchange Commission ("SEC") of
the Company's Form 10-K for the Fiscal Year Ended June 30, 2009and Form 10-Q for
the Fiscal Quarter Ended September 30, 2009, the SEC questioned the accrual of
audit fees. Following an exchange of correspondence and discussions between the
Company and the SEC regarding this issue, the Company has determined that it was
necessary to accrue audit fees for the year end June 30, 2009 and the fiscal
quarter ending September 30, 2009.

Effects of the restatement by line item follow:

                                      F-11

<PAGE>

Audited Consolidated Balance Sheets

                                              June 30,
                                                2009
                                                 As        Impact      June 30,
                                             Previously      of          2009
                                              Reported     Change      Restated
                                             ----------   --------   -----------

Cash                                         $       --         --   $       --
                                             ----------   --------   -----------
          Total current assets                       --         --           --
                                             ----------   --------   -----------
          Total assets                       $       --         --   $       --
                                             ==========   ========   ===========

Current liabilities:
   Notes payable - related party                 11,606                  11,606
   Note payable                                   1,000                   1,000
   Accrued expenses                                  --      5,000        5,000
                                             ----------   --------   -----------
     Total current Liabilities                   12,606                  17,606

          Total liabilities                      12,606      5,000       17,606
                                             ----------   --------   -----------

   Preferred stock, $.001 par
     value, 50,000,000 shares
     authorized, none issued or
     outstanding                                     --         --           --
   Common stock, $.001 par value;
     200,000,000 shares authorized,
     authorized, 645,889 and 545,889
     shares issued and
     outstanding respectively                       155         --          155
   Additional paid-in capital                   123,725         --      123,725
   Retained earnings                                 --                      --
   Deficit accumulated during
     development stage                         (136,486)    (5,000)    (141,486)
                                             ----------   --------   -----------
          Total shareholders'
          equity (deficit)                      (12,606)                (17,606)
                                             ----------   --------   -----------
                                             $       --              $       --
                                             ==========   ========   ===========


Audited Income Statement

                                                                      October 2,
                                                                         1998
                                                                     (Inception)
                                                                      Through
                               June 30,                   June 30      June 30,
                                 2009                      2009         2009
                              ----------   ----------   ----------   -----------
                              Previously   Impact of     Restated     Restated
                              Reported       Change

Revenue                                -                         -            -
                              ----------                ----------   -----------

Operating expenses:

   Advertising                                                            2,198
   Bank Charges and Expense                                               1,102
   Dues, subscription and
     membership                                                           1,005
   Miscellaneous expenses            100                       100          152
   Office expense                                                         1,416
   Professional expense                         2,500        2,500       92,148
   Rent                                                                  27,796
   Travel and entertainment                                              15,893
                              ----------   ----------   ----------   -----------

Total operating expenses      $      100                $    2,600   $  141,170
                              ----------                ----------   -----------

Other income  (expense)                                                     290
Interest Income                                                             194
                              ----------                ----------   -----------
Other income                                                                484

Income tax
Current income tax                                                         (260)

Income tax benefit                                                            -
                              ----------                ----------   -----------

          Net income (Loss)         (100)                   (2,600)    (141,486)
                              ==========                ==========   ===========

Basic and diluted loss per
share                         $       --                $       --
                              ==========                ==========   ===========


Audited Statement of Cash Flows

                                                                      October 2,
                                                                         1998
                                                                     (Inception)
                                                                      Through
                               June 30,                   June 30      June 30,
                                 2009                      2009         2009
                              ----------   ----------   ----------   -----------
                              Previously   Impact of     Restated     Restated
                              Reported       Change

Cash flows from operating
 activities:
   Net loss                   $     (100)      (2,500)  $   (2,600)  $ (141,486)
   Adjustments to reconcile
     net loss to net cash
     used in operating
     activities:
   Increase in accrued
     expenses                                   2,500        2,500        2,500
                              ----------                ----------   -----------
        Net cash provided by
        (used in) operations        (100)                     (100)     138,896

Cash flows from (used in)
   investing activities:
        Net cash used in
        investing activities          --                        --            0
                              ----------                ----------   -----------

Cash flows from financing
  activities:
   Loan from officer/
     shareholder                      --                        --       42,384
   Loan from related party            --                        --       54,990
   Expense paid by
     controlling shareholder
     as contribution to
     capital                                                    --        2,500
   Issuance of common stock          100                        --      123,880
                              ----------                ----------   -----------
        Net cash provided by
        financing activities         100                        --      138,986
                              ----------                ----------   -----------

        Net change in cash            --                        --           --

Cash, beginning of period             --                        --           --
                              ----------                ----------   -----------
Cash, end of period           $       --                $       --   $       --
                              ==========                ==========   ===========



                                      F-12
<PAGE>

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

None.

ITEM 9-A. CONTROLS AND PROCEDURES

a) Evaluation of Disclosure Controls and Procedures

The Company's management, including its Chief Executive Officer, who is its
principal executive officer, completed an evaluation of the effectiveness of the
design and operation of the Company's disclosure controls and procedures, as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended (the "Exchange Act") as of the end of the period covered by
this Form 10-K. Disclosure controls and procedures are designed to ensure that
information required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified by the SEC rules and forms, and that such
information is accumulated and communicated to management, including the
President and Chief Executive Officer, as appropriate, to allow timely decisions
regarding required disclosures. Based on that evaluation, the Company's Chief
Executive Officer concluded that the Company's disclosure controls and
procedures, as of the end of the fiscal year covered by this Form 10-K, were
effective.

Our management, including our principal executive officer and principal
financial officer, evaluated the effectiveness of the design and operation of
our disclosure controls and procedures as of June 30, 2009 and concluded that
the disclosure controls and procedures were effective

(b) Management's Annual Report on Internal Control over Financial Reporting

The Company's management is responsible for establishing and maintaining
adequate internal control over financial reporting as defined in Rules 13a-15(f)
and 15d-15(f) of the Exchange Act and for assessing the effectiveness of
internal control over financial reporting. Because of its inherent limitations,
internal control over financial reporting may not prevent or detect
misstatements. In addition, projections of any evaluation of effectiveness of
internal control over financial reporting 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.


                                       10
<PAGE>

Our management, including our principal executive officer and principal
accounting officer, conducted an evaluation of the effectiveness of our internal
control over financial reporting using the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control--Integrated Framework.

Based on its evaluation, our management concluded that there is no material
weakness in our internal control over financial reporting and the internal
control of financial reporting was effective.

This report shall not be deemed to be filed for purposes of Section 18 of the
Securities Exchange Act of 1934, or otherwise subject to the liabilities of that
section, and is not incorporated by reference into any filing of the Company,
whether made before or after the date hereof, regardless of any general
incorporation language in such filing.

This Annual Report on Form 10-K does not include an attestation report of the
Company's registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by the
Company's registered public accounting firm pursuant to rules of the SEC that
permit the Company to provide only management's report in this Annual Report on
Form 10-K.

(c) Changes in Internal Control over Financial Reporting

The Company's accounting staff and therefore the sole person responsible for
internal controls changed in the forth quarter of 2009. There were no changes in
the Company's internal control over financial reporting that occurred during the
fourth quarter of the year ended June 30, 2009 that have materially affected, or
that are reasonably likely to materially affect, the Company's internal control
over financial reporting.

ITEM 9-B. OTHER INFORMATION

None.
                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT, COMPLIANCE WITH
SECTION 16(A)

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

Our directors, executive officers and other significant employees, their ages,
positions held and duration each person has held that position, are as follows:

     Name          Position Held with          Age         Date First
                    the Corporation                        Elected / Appointed
==============    ========================  =========    =======================
David Roff        President, Secretary,        38                 2009
                  Treasurer and Director
--------------   -------------------------  ---------    -----------------------

Business Experience

The following is a brief account of the education and business experience of
each director, executive officer and key employee during at least the past five
years, indicating each person's principal occupation during the period, and the
name and principal business of the organization by which he was employed.


                                       11
<PAGE>

Mr. David Roff is the co-president of, Brave Consulting, a private consulting
and investment corporation and has held this position since 2001. Mr. Roff has
extensive experience working with small cap public companies for ten years.
Prior to that, Mr. Roff was a management consultant for Coopers & Lybrand
Consulting where he advised large financial institutions, investment fund
complexes and other organizations on technology and internal control strategies.
He was the former President and Sole Director of Deep Well from September 10,
2003 until February 6, 2004. Mr. Roff is on the board of Directors of Deep Well
Oil & Gas, (DWOG-PK) and Hudson's Grill International (HGII-PK). Mr. Roff is a
Chartered Accountant with a B.A. degree from the University of Western Ontario.

Our directors, executive officers and control persons have not been involved in
any of the following events during the past five years:

         1.   any bankruptcy petition filed by or against any business of which
              such person was a general partner or executive officer either at
              the time of the bankruptcy or within two years prior to that time;

         2.   any conviction in a criminal proceeding or being subject to a
              pending criminal proceeding (excluding traffic violations and
              other minor offences);

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

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

Arkson does not have any committees of the board of directors at this time. The
board of directors does not have a nominations committee because there is one
director and shareholder suggestions would be known to the entire board. As
such, the board of directors believes there will be sufficient communication by
shareholders with the board about matters and nominees to be brought to its
attention.

Audit Committee

Arkson's sole director functions as an audit committee and performs some of the
same functions as an audit committee including: (1) selection and oversight of
the Company's independent accountant; and (2) establishing procedures for the
receipt, retention and treatment of complaints regarding accounting, internal
controls and auditing matters. Accordingly, the board of directors believes that
its director has the sufficient knowledge and experience necessary to fulfill
the duties and obligations that an audit committee would have. David Roff has
been designated as our qualified financial expert

Corporate Governance

There have been no material changes to the procedures by which security holders
may recommend nominees to our board of directors.

Code of Ethics

We have not adopted a Code of Business Conduct and Ethics that applies to our
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions because we are
not a member of any exchange that would require such a code.

Compliance With Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our
executive officers and directors and persons who own more than 10% of a
registered class of our equity securities to file with the Securities and
Exchange Commission initial statements of beneficial ownership, reports of
changes in ownership and annual reports concerning their ownership of our common
stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive
officers, directors and greater than 10% shareholders are required by the
Securities and Exchange Commission regulations to furnish our company with
copies of all Section 16(a) reports they file. To the best of our knowledge, all
executive officers, directors and greater than 10% shareholders filed the
required reports in a timely manner, with the exception of the following: (n/a).


                                       12
<PAGE>

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth information concerning all compensation paid or
accrued by us to our President and Chief Executive Officer, during the fiscal
year ended December 31, 2008. None of the officer receives compensation in
excess of $100,000 per year.

                                                              Long-Term
                                Annual Compensation     Compensation Awards
Name and               Fiscal                         Stock Options   All Other
Principal Position      Year    Salary      Bonus       Granted     Compensation
--------------------------------------------------------------------------------
David Roff              2009      $0          --           --            --
President
Robert Auduon           2009      $0          --           --            $0
President               2008      $0          --           --            $0
Agatha Auduon           2009      $0          --           --            $0
CFO                     2008      $0          --           --            $0

Stock Option Grants

No stock options were granted during the fiscal year ended June 30, 2009 or June
30, 2008.

Options Exercised and Year-End Option Values

The following table sets forth certain information regarding the value of
unexercised options held by the named executive officer as of June 30, 2009.

Fiscal Year-End Option Values(1)
<TABLE>
<CAPTION>
                                                                          Value of
              Shares         Value          Number of Shares             Unexercised
             Acquired       Realized     Underlying Unexercised          In-the-Money
               upon          From            Options at                   Options at
             Exercise       Exercise      December 31, 2008           December 31,  2008
Name         of Options    Of Options  Exercisable  Unexercisable  Exercisable  Unexercisable
---------------------------------------------------------------------------------------------
<S>            <C>           <C>             <C>            <C>     <C>         <C>
David Roff     --            --              --             --      $       --  $          --
</TABLE>

Stock Option Plan

The company has no stock option plan.

Compensation of Directors

The Company does not pay any compensation to directors.

Director Compensation
<TABLE>
<CAPTION>
                                                            Nonqualified
            Fees earned                      Non-equity      deferred
            or paid in    Stock    Option   incentive plan  compensation    All other
               cash       awards   awards    compensation     earnings    compensation     Total
Name           ($)         ($)        ($)        ($)            ($)           ($)           ($)
<S>            <C>          <C>       <C>        <C>            <C>           <C>            <C>
David Roff     $0           --        --         ---            ---           ---            $0
</TABLE>

Employment Agreements

We have no employment agreements.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of July , 2009, certain information with
respect to the beneficial ownership of our common shares by each shareholder
known to us to be the beneficial owner of 5% of our common shares, and by each
of our officers and directors. Each person has sole voting power with respect to
the common shares, except as otherwise indicated. Beneficial ownership consists
of a direct interest in the common shares, except as otherwise indicated.

================================================================================
                                 Amount and Nature
  Name and Address of             of Beneficial         Percentage of Class(1)
  Beneficial Owner                  Ownership
================================================================================
David Roff                         325,000 Direct               50.03%
================================================================================
Robert Auduon                       39,730                       6.15%
================================================================================
Agatha Auduon                       68,000                      10.53%
================================================================================
David Lo                           100,000                      15.48%
================================================================================
Directors and Officers             325,000 Direct               50.03%
(as a group)
================================================================================

         (1)  Based on 645,889 shares outstanding as of February 15, 2009 and,
              as to a specific person, shares issuable pursuant to the
              conversion or exercise, as the case may be, of currently
              exercisable or convertible debentures, share purchase warrants and
              stock options within 60 days.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the last two fiscal years, to the knowledge of the Registrant, there was
no person who had or has a direct or indirect material interest in any
transaction or proposed transaction to which the Registrant was or is a party.

Item 14. Principal Accounting Fees and Services

The following table presents fees for professional services rendered by Stan
J.H. Lee for the audit of the Company's financial statements as of the year end
June 30, 2009 and June 30, 2008 and fees billed for other services rendered by
Stan J. H. Lee during those periods.

                                                            Years Ended
                                                         2009           2008
                                                      -----------   ------------


Audit Fees                                            $     2,500   $     2,500
Audit Related Fees                                    $         -   $         -
Tax Fees                                              $         -   $         -
All other Fees                                        $         -   $         -



                                       13
<PAGE>

ITEM 15. EXHIBITS AND REPORTS ON FORM 8-K

a) The following documents are filed as exhibits to this report on Form 10-K or
incorporated by reference herein. Any document incorporated by reference is
identified by a parenthetical reference to the SEC filing that included
such document.

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

   3-1A       Amendment to Articles of Incorporation

   31.1       Certification of CEO pursuant to Rule 13a-14(a) or 15d-14(a) of
              the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act
              of 2002.

   31.2       Certification of CFO pursuant to Rule 13a-14(a) or 15d-14(a) of
              the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act
              of 2002.

   32.1       Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350 as
              adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

   14C        Incorporated by reference. Filed July 16, 2008. (File # 08955524)

b) Reports on Form 8-K During the Last Quarter of the Fiscal Year Covered by
this Report:

On June 3rd 2009 the registrant filed a report on Form 8-K section 5.01 and 5.02
announcing the  appointment of David Roff as the new officer and director of the
company.

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the date indicated.



Dated: March 1, 2010                       /s/ David Roff
                                           ---------------------------
                                           David Roff
                                           CEO, CFO and Director
                                           (Principal Executive Officer)






                                       14



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