UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K



þANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

 ̈TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from:  ______________ to ______________

Commission file number: 0-29711



Subjex Corporation

(Exact name of registrant as specified in itscharter)

|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Minnesota                                                      |  | 41-1596056                       
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)

3245 Hennepin Ave S Suite 1, Minneapolis MN 55408

(Address of Principal Executive Offices)

612-827-2203

(Registrants telephone number, including area code)

|                                                                     |                                          
|-------------------------------------------------------------------- | -----------------------------------------
|Securities registered pursuant to Section 12(g) of the Exchange Act:
|Title of each class                                                  | Name of each exchange on which registered
|Common Stock, no par value                                           | OTC Bulletin Board                       

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

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

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 past 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 þNo  ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  þ

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

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

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

The aggregate market value of the common stock of the issuer held by non-affiliates of the issuer on April 3, 2009 based on the closing price of the common stock as reported on the OTC Bulletin Board on such date was $1,988,019.

As of April 13, 2009  there were 99,733,887 outstanding shares (fully diluted) of common stock, no par value.







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SUBJEX CORPORATION

FORM 10-K

YEAR ENDED DECEMBER 31, 2008

TABLE OF CONTENTS



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|PART I
ITEM 1.        Business.
1
ITEM 1A.      Risk Factors
2
ITEM 1B.      Unresolved Staff Comments
3
ITEM 2.         Description of Property
3
ITEM 3.         Legal Proceedings
3
ITEM 4.         Submission of Matters to a Vote of Security Holders
3
PART II
ITEM 5.         Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities.
4
ITEM 6.         Selected Financial Data.
4
ITEM 7.         Management's Discussion & Analysis of Financial Condition and Results of Operations
5
ITEM 7A.      Quantitative and Qualitative Disclosures About Market Risk.
5
ITEM 8.         Financial Statements
5
ITEM 9.         Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
5
ITEM 9A(T)  Controls and Procedures.
5
ITEM 9B.      Other Information.
7
PART III
ITEM 10.Directors, Executive Officers, and Corporate Governance
8
ITEM 11.       Executive Compensation
9
ITEM 13.       Certain Relationships and Related Transactions
11
ITEM 15.       Exhibits, Financial Statements Schedules
11
SIGNATURES
12





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CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Statements in this discussion which are not historical facts may be considered "forward looking statements" within the meaning of Section 21E of the Securities Act of 1934, as amended. The words "believe", "expect", "anticipate", "estimate", and similar expressions identify forward looking statements. Any forward looking statement involves risks and uncertainties that could cause actual events or results to differ, perhaps materially, from the events described in the forward looking statements. Readers are cautioned not to place undue reliance on these forward looking statements. The Company undertakes no obligation to publicly update or revise any forward looking statement, whether as a result of new information, future events or otherwise. The risks associated with the Company's forward looking statements include, but are not limited to, risks associated with the Company's history of losses anduncertain profitability, sales and marketing strategies, competition, general economic conditions, reliance on key management and production people, current and future capital needs, dilution, effects of outstanding notes and convertible debentures, limited public market for the Companys capital stock, low stock price, and lack of liquidity.

The following discussion and analysis should be read in conjunction with the Financial Statements, related notes and other information included in this annual report on Form 10-K.







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PART I

ITEM 1.

Business.

Introduction

References to the Company, the Registrant, we, us or our in this Annual Report on Form 10-K refer to Subjex Corporation, unless the context indicates otherwise.

Overview

Subjex Corporation, is a Minnesota corporation formed in 1999, for the creation, custom development and incubation of "outside the box" artificial intelligence technologies. We translate our advanced technology development methods into extreme value solutions for specialized industries. In other words: we develop products that our clientele bring to the market directly or as a private labeled product.

Since 1999, Subjex Corporation has strived to be a behind the scenes leader in artificial intelligence software development. Our development projects have included SEO (Search Engine Optimization) cloaking software, e-commerce advertising, search engine technology and products for the capital markets.

One of our most recent successes is Forecast Market Software (FMS), a trade timing and index forecasting engine that forecasts the DJIA, the XAU, and the DJT. Since its launch in February 2006, FMS has become a quantitative analysis industry leader, powering one of the best performing hedge fund in the industry. FMS is the core technology powering the hedge fund Qubitrage LLC (www.qubitrage.com) a Nevada based hedge fund and one of the worlds best performing hedge funds (averaging nearly 40% annual returns since inception).

Subjex Corporation developed one the first semi-autonomous virtual agent Customer Service Representative (CSR) products in the market in 2001. SubjexCSR as it was called originally was tested on over 500 e-commerce business web sites for over 4 years. Our latest artificial intelligence CSR/CRM project called AiNDEE (www.AiNDEE.com) was introduced in 2008. Unlike conventional CSR/CRM software solutions on the market, that are mainly auto responder dialogue based (stimulus response) products, AiNDEE is one of the most highly advanced artificial intelligent CRM/sales solutions available in the world today. It incorporates many new ground breaking advancements in virtual communication and human interaction. Able to engage in real interviewconversation, where it asks users questions about what they just asked (multi-tiered bi-directional dialogue), AiNDEE is a break-through in CRM (Customer Relationship Management).

Trademarks and Patents

The Company has held trademarks and patent pending protection for most of its business that management feels is necessary to protect the Company interests. However the Company provides most of its technology as black box or as a proprietary service offering, which maintains the complete interworkings of the technology, so that they remain secret to clients and resellers.



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Environmental Compliance

The Company believes it is in compliance with all current federal and state environmental laws.

Employees

The Company had 1 full-time employee and a team of outside consultants to fit the Companys operational needs. The Company's employees are not represented by any labor unions.  The Company considers its relations with its employees to be outstanding.

Competition

The Company is aware of other companies selling solutions that appear to be similar to Subjex; however management is not aware of any companies that are selling the same solutions as we offer. In addition, management continues to market it products to businesses, qualified investors and institutions. The Company believes that its solutions are more effective than its competition. Management believes that while some companies may have greater resources than us, we have more advanced products which continue to grow in power and client usage.

Recent Developments

Subjex Corporation has recently become part of a technology collaboration development project called Sarah with the US Business Authority (www.usbusinessauthority.com). USBAs aim is to bring human interactive artificial intelligent CSR/CRM solutions like Sarah which is powered by the AiNDEE technology, to its select clientele, thus creating 24/7/365 revenue share opportunities with the end clients. The U.S. Business Authoritys unique intelligence gathering methodology and capabilities, allow them to effectively identify and deliver strategic business solutions, which reveal unprecedented new revenue share opportunities while also substantially decreasing both net and gross attrition rates across the board in our end clients business.

Recently the Company has become engaged with Qubitrage LLC Qubitrage a Nevada based hedge fund to monitise the FMS (Forecast Market Software) technology. In exchange for the exclusive use of the FMS technology Qubitrage agreed to give all earned fees (2% annual management fee and 20% performance fee) to the Company. This agreement is designed to create a revenue stream to the Company in direct proportion to the success of the FMS technology in the markets and the funds under management. Therefore the Company has agreed to market the hedge fund at its own expense. Further the Company has provided its CEO, Andrew Dean Hyder as the fund manager. Mr Hyder will not receive any additional compensation for this duty.

FMS (Forecast Market Software) is based upon a proprietary artificial intelligence trade timing engine invented by Andrew D. Hyder. Subjex Corporation licenses the algorithm processes for its FMS product from its Chief Executive Officer, Andrew D. Hyder, on an exclusive 10 year self-renewing contract basis.

FMS has proven to be successful in terms of its long term objective of generating positive returns. The performance of FMS has been exceptional in terms of percentage returns in 2006 in which it generated an audited 70% return. However the software did undergo problems in the 4th quarter of 2007 in which all the gains for 2007 were lost in this quarter. Therefore the net result of 2007 was a loss of 23%. Management proceeded to reengineerthe software based on the original algorithm more closely. As a result of the reengineering, management now believes that FMS will perform more in line with 2006 results. This is evident to management since the final enhancements were made on Feb 15th 2008. Since this time FMS has taken only small trade losses, and has earned over 58%for its clients in 2008 and 7% for the first quarter of 2009. The Company does not plan on making future changes to FMS now that it is performing as desired. However as with any system in the markets, there are risks associated with any investment.

ITEM 1A.

Risk Factors

Before deciding to buy, hold or sell our common stock, you should carefully consider the risks described below, in addition to the other information contained in this report and in our other filings with the Securitite and Exchange Commission, including our reports on Forms 10-Q and 8-K. The risks and uncertainties described below are what we consider our most significant risks. Additionall risks and uncertainties not presently known or that are currently deemed immaterial may also affect our business.

If any of these known or unknown risks or uncertainties actually occurs, they could have a material adverse effect on our business, financial condition, results of operations and cash flow. In that event, the market price for our common stock could decline and you may lose all or part of your investment.



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Revenue growth from the AiNDEE technology (formerly known as SubjexCSR) will primarily be as a result of finding new customers. Revenue from this technology did not grow during 2008 due to a focus on other projects. In 2008 and 2009 a significant upgrade to the model has been preformed and is being tested. With many new features, it is being demonstrated to a select few prospects though a business partnership previously mentioned. The new technology is being well received but the Company cannot guarantee that sales of any significance will be made in 2009.

Further the Company stock is thinly traded. Accordingly, you may not be able to resell your shares of common stock at or above the price you paid for them. The Companys common stock has historically maintained a low trading volume of shares per day. However due to potential revenue flow, management feels that this trend is not likely to continue if and when significant deposits are made into Qubitrage Hedge Fund.

ITEM 1B.

Unresolved Staff Comments

None.

ITEM 2.

Description of Property

The Company's principal office is located at 3245 Hennepin Ave S Suite 1 Minneapolis, MN 55408, occupying approximately 1,000 square feet and utilized entirely for office space. The lease is month to month. The space is not rented under a written lease. Management believes that comparable office space is readily available.

ITEM 3.

Legal Proceedings

On January 9th 2009 Subjex Corporation and Farsuperior Management LLC reached a court administered settlement in the parties' litigation matters. The parties' settlement does not constitute an admission by any party of liability or wrongdoing or violation of any state or federal law, local ordinance, or principle of common law, or that any party has engaged in any improper or unlawful conduct or wrongdoing against the other, and that this is a compromise of doubtful and disputed claims. The general terms of the settlement require Subjex Corporation to issue 1.5 million common shares and pay $28,000 or an additional 400,000 shares in 2009 to the other party at the Companys option.

There were no other legal proceedings pending or, to the Company's knowledge, that would be material to the financial position of the Company.

ITEM 4.

Submission of Matters to a Vote of Security Holders

None.





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PART II

ITEM 5.

Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

(a)

Market Information

The Companys Common Stock is traded on the Over the Counter Bulletin Board since January 2000 under the symbol PGBN.  The Company changed it ticker symbol in 2003 to SBJX. Its high and low sales prices of common stock in 2008 were $0.05 and$0.01, respectively. These prices are inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

The following table lists the high and low price for our common stock as quoted, in U.S. dollars, on the internet tracking services during each quarter within the last two fiscal years:

Price per Share - Calendar Year 200

|        |  |       |  |      
|------- |  | ----- |  | -----
|Quarter |  | High  |  | Low  
|First   |  | $0.04 |  | $0.01
|Second  |  | $0.04 |  | $0.01
|Third   |  | $0.05 |  | $0.01
|Fourth  |  | $0.04 |  | $0.02

Price per Share - Calendar Year 2007

|        |  |       |  |      
|------- |  | ----- |  | -----
|Quarter |  | High  |  | Low  
|First   |  | $0.48 |  | $0.06
|Second  |  | $0.35 |  | $0.12
|Third   |  | $0.14 |  | $0.06
|Fourth  |  | $0.06 |  | $0.02



(a)

Record Holders

On December 31, 2008 there were 240 holders of the Companys 99,497,720 outstanding shares of common stock.

(b)

Dividends

The Company has not paid or declared any dividends on our common stock; however, one of Managements goals is to pay dividends on the common stock at some future date.

(c)

Recent Sales of Unregistered Securities

During 2008, the Company issued pursuant to private placement offerings to certain of our security holders an aggregate of 15,662,554 shares of our common stock, at an average price per share of $0.02, resulting in net proceeds to the Company of $185,339.

The sales of the securities identified above were made pursuant to privately negotiated transactions that did not involve a public offering of securities and, accordingly, we believe that these transactions were exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof and rules promulgated thereunder. Based on representations from the above-referenced investors, we have determined that such investors were accredited investors (as defined by Rule 501 under the Securities Act) and were acquiring the shares for investment and not distribution, that they could bear the risks of the investment and could hold the securities for an indefinite period of time. The investors received written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration or an available exemption from such registration. All of the foregoing securities are deemed restricted securities for purposes of the Securities Act.

ITEM 6.

Selected Financial Data.

None.



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ITEM 7.

Management's Discussion & Analysis of Financial Condition and Results of Operations

In 2008 the Companys operating expenses included payments to consultants and vendors. The total value of non-cash stock compensation issued to these entities was $57,400. Some of the expenses consisted of Legal and Accounting $53,045, Salary $65,000 and others in the amount of $65,123. The total operating expenses for 2008 were $306,303 as compaired to the operating expenses in 2007 of $1,406,777.

The Company generated revenues of $3,585 and $84,378 in 2008 and 2007, respectively. Most of the revenue in 2008 was generated from SubjexFMS. Revenue levels by themselves were not sufficient to sustain the Companys operations in 2008; therefore funds were raised from the sale of common stock to the Companys investor base to meet its financial needs. The Company used a just-in-time funding method, in an effort to hold off dilution of its stock, by not raising more funds than necessary while its stock price was low.

Liquidity and Capital Resources

The accumulated deficit from inception to December 31, 2008 was $6,998,551. To date, most of the operations of the Company have been funded by monies raised through the issuance of common stock. Management believes it has the relationships in place to continue this type of funding until its revenues can sustain operations on a going forward basis.

The Company plans to use its future profits to further grow its market share, start its dividend program, and buy back its stock. This stock buy back program is intended to support the public stock price and build a stock reserve for future use in possible acquisitions or as security in debt financings. Proceeds from debt financings will be used in a Companys owned FMS implementation to further build its revenues.

ITEM 7A.

Quantitative and Qualitative Disclosures About Market Risk.

Interest Rate Risk

At December 31, 2008 and 2007 our cash and cash equivalents were approximately $1,546 and $15,217, respectively. We presently do not have any interest bearing investments.

Equity Price Risk

Outside of the Company working with Qubitrage LLC as described herein, the Company does not invest in available-for-sale equity securities, and, therefore, are not Subject to significant equity prce risk.

ITEM 8.

Financial Statements

The financial statements of the Company are included herein following the signatures.

ITEM 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

ITEM 9A(T)     Controls and Procedures.

Internal Control Over Financial Reporting

Since the Company does not have an audit committee, its Board of Directors oversees the  responsibilities of the audit committee. Its members review all accounts and figures (accounting systems) that pertain to accounting and the financial condition of the company. This includes banking, accounts payable, stocks etc. These are then forwarded to an out of house accounting firm who does all our accounting on Quick Books. Our staff and the accounting firm are in contact on a daily basis. The accounting firm is owned by Sharon Hyder, a member of our board of directors and the mother of the CEO, Andrew Hyder. Management believes that the fees paid to the accounting firm are equivalent to those that would be paid for similar services in an arms length transaction.

The Board is fully aware that there is not a clear segregation of duties due to the small number of employees dealing with general administrative and financial matters. However, the board has determined that considering the employees involved the control procedures in place, risks associated with such lack of segregation are insignificant and the potential benefits of adding employees to clearly segregate duties does not justify the expenses associated with such increases at this time.



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Evaluation of Disclosure Controls and Procedures

Management evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. This evaluation was conducted by our chief executive officer, principal accounting officer and the Board of Directors. The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended ("Exchange Act"), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Based upon their evaluation of our controls, the chief executive officer and principal accounting officer have concluded that the disclosure controls are not effective as of December 31, 2008.

Limitations on the Effectiveness of Controls

Our management does not expect that our disclosure controls or our internal controls over financial reporting will prevent all error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, but no absolute, assurance that the objectives of the control system are met. Further, any control system reflects the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control. A design of a control system is also based in part upon certain assumptions about potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

MANAGEMENTS REPORT OF INTERNAL CONTROLS OVER FINANCIAL REPORTING

It is the responsibility of Subjex Corporations management to establish and maintain adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934, as amended. Subjex Corporations internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America.

Internal control over financial reporting includes policies and procedures that (1) pertain to the daily maintenance and reconciliation of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Subjex Corporation; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States of America; (3) provide reasonable assurance that receipts and expenditures of Subjex Corporation are being made only in accordance with authorizations of management and directors of Subjex Corporation; and (4) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Subjex Corporations assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of Subjex Corporations internal controls over financial reporting as of December 31, 2008. Management based this assessment on criteria for effective internal control over financial reporting described in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Managements assessment included an evaluation of the design of Subjex Corporations internal control over financial reporting and testing of the operational effectiveness



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of its internal control over financial reporting. Based on our assessment, management determined that for year ending December 31, 2008, our internal controls were effective.

There were no significant changes in our internal controls over financial reporting which occurred in the fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

Sincerely,

Andrew Hyder

President, Chief Executive Officer and Director

ITEM 9B.

Other Information.

None.





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PART III

ITEM 10.

Directors, Executive Officers, and Corporate Governance

The following table sets forth the name and position of each of our directors and executive officers:

|                  |  |  |     |  |                                                                       
|----------------- |  |  | --- |  | ----------------------------------------------------------------------
|Name              |  |  | Age |  | Positions                                                             
|Paul  W. Peterson |  |  | 59  |  | Director                                                              
|Andrew D. Hyder   |  |  | 42  |  | Director, Chairman of the Board, Chief Executive Officer and President
|Sharon R. Hyder   |  |  | 65  |  | Director                                                              

Paul W. Peterson as alternative fuels energy advisor to government has consulted to the United States and Chinese governments. He spearheaded the engineering and construction of distillation towers and ethanol plants for production. He has combined his knowledge of the energy sector with his I.T. development and data security protocol, to construct forward-looking financial and data models. Former clients included Continental airlines, Pheco Energy and the Montgomery County Sheriffs office. Mr Peterson became a director of Subjex Corporation June 6, 2008. He currently works closely with and oversees Forcast Market Software (FMS) data security.

Andrew D. Hyder has been the President and Chief Executive Officer and a Director since October 1999. As Founder and CEO of Subjex Corp. Hyder has over 20 years of software and A.I. engineering experience. He developed in 1996 one of the first of its kind "cloaking engines" for search engine optimization kicked off a revolution in search engine marketing. As a lifelong entrepreneur he has designed flight simulators, market timing engines and payroll software. He has a passion for viral marketing & sales psychology, with expertise in the areas of finance, corporate governance, direct mail and product branding. Mr. Hyder has developed projects in most computer-programming languages. Mr. Hyder is passionate about self-education and personal innovation and is often quoted as saying The best way to stay on top of cutting edge technology is to self-educate or invent it yourself.

Sharon R. Hyder has been a director of Subjex Corporation since October 2006.  She is serving a three year term on the board of directors which began on October 18, 2006.Sharon is the mother of the Companys Chief Executive Officer, President, and Chairman of the Board, Andrew D. Hyder. Sharon holds a Bachelor of Arts in Business and Accounting, and an MBA in Business and Finance. Her extensive industry certifications and IRS/tax/audit training make her well suited for board membership with an impressive background in public, private and academic work. Sharon was CFO for Optidynamic Communications Inc. a VA Corporation from January 2002 to December of 2005. In addition she owns her own accounting firm, Hyder Accounting, Tax and Consulting Services. Her firm currently handles the accounting for Subjex Corporation along with others throughout the US.

Section (a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires executive officers and directors and persons who beneficially own more than 10% of the Companys Common Stock to file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission (SEC). Executive officers, directors, and greater than 10% beneficial owners are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

Based solely on a review of the copies of such forms furnished to the Company and written representations from the executive officers, directors and holders of 10% or more of the Companys Common Stock, the Company believes that its executive officers, directors and 10% shareholders complied with all Section 16(a) filing requirements applicable to them.

Code of Ethics

We have a Code of Business Conduct and Ethics that applies to all officers, directors and employees of our company. A copy of our Code of Business Conduct and Ethics is available on our companys website. If we make any substantive amendments to the Code of Business Conduct and Ethics or grant any waiver from a provision of the code to an executive officer or director, we will promptly disclose the nature of the amendment or waiver by filing with the SEC a current report on Form 8-K.



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Audit Committee and Audit Committee Financial Expert

We do not have an audit committee and as a result our entire board of directors performs the duties of an audit committee. Our board of directors evaluates the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. As a result, we do not rely on established pre-approval policies and procedures.

ITEM 11.

Executive Compensation

Executive Compensation

Summary Compensation Table

The following table sets forth all of the compensation awarded to, earned by or paid to (i) each individual serving as our principal executive officer during our last completed fiscal year; and (ii) each other individual that served as our executive officer at the conclusion of the fiscal year ended December 31, 2008 and who received in excess of $100,000 in the form of salary and bonus during such fiscal year (collectively, the named executives).

|                                                     |  |      |  |        |        |  |           |   |   |                   |  |   |                                        |  |  |                        |   |  |       |   |   |  |  |   |       
|---------------------------------------------------- |  | ---- |  | ------ | ------ |  | --------- | - | - | ----------------- |  | - | -------------------------------------- |  |  | ---------------------- | - |  | ----- | - | - |  |  | - | ------
|Name and
Principal Position                          |  | Year |  | Salary |        |  | Bonus
(1) |   |   | Option
Awards (2) |  |   | Non-Equity
Incentive Plan Compensation |  |  | All Other Compensation |   |  | Total
|Andrew D. HyderChief Executive Officer and President |  | 2008 |  | $      | 41,736 |  |           | $ | 0 |                   |  | $ | 0                                      |  |  | $                      | 0 |  |       | $ | 0 |  |  | $ | 41,736

Executive Bonus Compensation

Our named executive officers are eligible for discretionary annual bonuses, the maximum amount of which is determined as a percentage of such executives annual salary. The determination of whether to declare such bonuses, and if declared, the amount of such bonuses, are made in the sole discretion of our board of directors, and may be based upon the recommendation of our chief executive officer. The chief executive officer does not provide recommendations or other input with respect to his own bonus. A number of performance factors are considered in bonus decisions, including (i) professional ability (job knowledge and professionalism), (ii) human relation skills (interpersonal skills, communication and coordination), (iii) strengths and (iv) areas of developments. We currently do not anticipate changing our informal bonus policy as it pertains to executives.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information regarding each unexercised option held by each of our named executive officers as of December 31, 2008. None of our named executive officers received any stock awards during 2008.

|                |  |                                                                 |       |  |                                                                   |   |  |                       |  |     |                        |  |  |    
|--------------- |  | --------------------------------------------------------------- | ----- |  | ----------------------------------------------------------------- | - |  | --------------------- |  | --- | ---------------------- |  |  | ---
|                |  | Option Awards (1)                                              
|Name            |  | Number of
Securities
Underlying
Unexercised
Options
Exercisable |       |  | Number of
Securities
Underlying
Unexercised
Options
Unexercisable |   |  | Option
Exercise
Price |  |     | Option
Expiration
Date
|Andrew D. Hyder |  |                                                                 | 2,500 |  |                                                                   | 0 |  |                       |  | n/a |                        |  |  | n/a

(1)  All options granted pursuant to our 1999 Stock Option and Stock Award Plan, as amended.

Executive Compensation under the 1999 Stock Option and Stock Award Plan

As of December 31, 2008, we have outstanding options to purchase 12,500 shares of our common stock and warrants to purchase 176,000 shares of our common stock all issued under our 1999 Stock Option and Stock Award Plan, of which 2,500 have been issued to the named executives through December 31, 2008.

Director Compensation.

None.



9



---





ITEM 12.

Security Ownership of Certain Beneficial Owners and Management and Related shareholder Matters.

The following table sets forth certain information regarding beneficial ownership of the our common stock as of April 9, 2009 by (i) each person known by us to be the beneficial owner of more than 5 percent of the outstanding common stock, (ii) each director and director nominee, (iii) each named executive officer (as defined under Item 402(a) (2) of Regulation S-B), and (iv) all named executive officers and directors as a group. The number of shares beneficially owned is determined under rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under those rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days of the date hereof, through the exercise or conversion of any stock option, convertible security, warrant or other right. Inclusion of shares in the table does not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power with that persons spouse) with respect to all shares of capital stock listed as owned by that person or entity. Unless otherwise indicated, the address of each of the following persons is 3245 Hennepin Ave S Suite 1, Minneapolis Minnesota, 55408.

|                                                  |  |                                               |           |     |                                                       |  |      |   
|------------------------------------------------- |  | --------------------------------------------- | --------- | --- | ----------------------------------------------------- |  | ---- | --
|Name of Beneficial Owner                          |  | Shares of
Common
Stock
Beneficially
Owned (#) |           |     | Percentage
of Common
Stock
Beneficially
Owned (%) (1) | 
|Andrew D. Hyder                                   |  |                                               | 1,931,256 | (2) |                                                       |  | 1.94 | % 
|Sharon R. Hyder                                   |  |                                               | 800,000   | (3) |                                                       |  | .8   | %*
|Beard Creek Inc                                   |  |                                               | 6,000,000 | (4) |                                                       |  | 6.03 | % 
|Paul W Peterson                                   |  |                                               | 1,100,000 | (3) |                                                       |  | 1.11 | % 
|All officers and directors as a group (3 persons) |  |                                               | 3,831,256 | (5) |                                                       |  | 3.85 | % 



* Less than 1%.

(1)

Beneficial ownership is determined in accordance with SEC rules, and includes any shares as to which the security or stockholder has sole or shared voting power or investment power, and also any shares which the security or stockholder has the right to acquire within 60 days of the date hereof, whether through the exercise or conversion of any stock option, convertible security, warrant or other right. The indication herein that shares are beneficially owned is not an admission on the part of the security or stockholder that he, she or it is a direct or indirect beneficial owner of those shares.

(2)

Includes shares of common stock issuable upon exercise of options to purchase an aggregate of 2,500 shares of common stock that are currently exercisable or will become exercisable within the next 60 days. Also includes 25,000 shares of common stock held by Mr. Hyders daughter, whom Mr. Hyder disclaims any beneficial ownership interest to, except to the extent of his pecuniary interest therein.

(3)

Directors

(4)

Other shareholders

(5)

All officers and directors as a group

Equity Compensation Plan Information

The following table sets forth, as of December 31, 2008, the (i) number of securities to be issued upon the exercise of outstanding options, warrants and rights issued under the equity compensation plans, (ii) the weighted average exercise price of such options, warrants and rights, (each as converted pursuant to the merger). All outstanding options identified herein are governed by the terms of the Companys 1999 Stock Option and Stock Award Plan, as amended.



10



---







|                                                           |  |                                                                                                 |         |  |                                                                          |   |      |                                                                                                                 |  |  |   
|---------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------- | ------- |  | ------------------------------------------------------------------------ | - | ---- | --------------------------------------------------------------------------------------------------------------- |  |  | --
|                                                           |  | Number of
securities to
be issued
upon exercise
of outstanding
options,
warrants
and rights
(a) |         |  | Weighted 
average price
of outstanding
options,
warrants and
rights
(b) |   |      | Number of
Securities
remaining
available for
future issuance
under equity
compensation
plan (excluding (a))
(c)
|Equity compensation plans not approved by security holders |  |                                                                                                 | 176,000 |  |                                                                          | $ | 0.17 |                                                                                                                 |  |  | 
|Total                                                      |  |                                                                                                 | 176,000 |  |                                                                          | $ | 0.17 |                                                                                                                 |  |  | 

ITEM 13.

Certain Relationships and Related Transactions

None.

ITEM 14.

Principal Accountant Fees and Services

The Board of Directors of the Company selected Maddox Ungar Silberstein, PLLC (formally known as Ronald N. Silberstein, CPA, PLLC), with offices in Bingham Farms, Michigan, to audit the Companys financial statements for the year ended December 31, 2008. Maddox Ungar Silberstein, PLLC audited the Companys financial statements for the years ended December 31, 2008 and 2007. The following table details the fees billed by the independent auditors in the years ended December 31, 2008 and 2007.

|           |  |         |  |        
|---------- |  | ------- |  | -------
|           |  | 2008    |  | 2007   
|Audit fees |  | $20,550 |  | $22,950

No services in connection with appraisal or valuation services, fairness opinions or contribution-in-kind reports were rendered by Maddox Ungar Silberstein, PLLC. Furthermore, no work Maddox Ungar Silberstein, PLLC with respect to its services rendered to the Company was performed by anyone other than Maddox Ungar Silberstein, PLLC.

ITEM 15.

Exhibits, Financial Statements Schedules





11



---





SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Issuer has duly caused this report to be signed on its behalf by the undersigned officers and/or Directors, there unto duly authorized.

|                     |                    |                                                      
|-------------------- | ------------------ | -----------------------------------------------------
|Date: April 13, 2009 | Subjex Corporation
|                     |                    |                                                      
|                     |                    |                                                      
|                     | By:                | /s/ ANDREWD. HYDER                                   
|                     |                    | Andrew D. Hyder
President and Chief Executive Officer



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



|                   |  |                   |  |               
|------------------ |  | ----------------- |  | --------------
|Signature          |  | Title             |  | Date          
|/s/ ANDREWD. HYDER |  | President and CEO |  | April 13, 2009
|Andrew D. Hyder    |  |                   |  |               
|                   |  |                   |  |               





12



---





Exhibit Index

|             |  |                                                                      
|------------ |  | ---------------------------------------------------------------------
|Exhibit 31.1 |  | Certification of Chief Executive Officer                             
|Exhibit 32.1 |  | Certificate pursuant to Section 906 of the Sarbanes-Oxley Act of 2002







13



---

SUBJEX CORPORATION

FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008 AND 2007

TABLE OF CONTENTS



|                                                        |    
|------------------------------------------------------- | ---
|Report of Independent Registered Public Accounting Firm | F-2
|Financial Statements:                                   |    
|Balance Sheets                                          | F-3
|Statements of Operations                                | F-4
|Statement of Stockholders' Deficit                      | F-5
|Statements of Cash Flows                                | F-6
|Notes to Financial Statements                           | F-7



F-1



---





Maddox Ungar Silberstein, PLLCCPAs and Business Advisors

Phone (248) 203-0080

Fax (248) 281-0940

30600 Telegraph Road, Suite 2175

Bingham Farms, MI 48025-4586

www.maddoxungar.com



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

Subjex Corporation

Minneapolis, Minnesota

We have audited the accompanying balance sheets of Subjex Corporation as of December 31, 2008 and 2007 and the related statements of operations, stockholders' deficit and cash flows for the years 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 audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. 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 audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Subjex Corporation as of December 31, 2008 and 2007, and the results of its operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has limited revenue, has incurred substantial losses from operations and has a working capital deficit. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans with regard to these matters are described in Note 2. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Maddox Ungar Silberstein, PLLC

Maddox Ungar Silberstein, PLLC

Bingham Farms, Michigan

March 28, 2009



F-2



---





SUBJEX CORPORATION

BALANCE SHEETS

|                                                      |  |      |            |   |      |   |            |  
|----------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | -
|                                                      |  | 2008 |            |   | 2007 |  
|ASSETS                                                |  |      |            |   |      |  
|Current assets:                                       |  |      |            |   |      |  
|Cash                                                  |  | $    | 1,546      |   |      | $ | 15,217     |  
|Accounts receivable                                   |  |      | 3,011      |   |      |   | 1,517      |  
|Prepaid expenses                                      |  |      |          |   |      |   | 37,500     |  
|Total current assets                                  |  |      | 4,557      |   |      |   | 54,234     |  
|                                                      |  |      |            |   |      |   |            |  
|Property, plant and equipment, net                    |  |      |          |   |      |   | 5,017      |  
|Other assets                                          |  |      | 2,611      |   |      |   | 3,611      |  
|Total assets                                          |  |      | 7,168      |   |      |   | 62,862     |  
|                                                      |  |      |            |   |      |   |            |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                  |  |      |            |   |      |   |            |  
|Current liabilities:                                  |  |      |            |   |      |   |            |  
|                                                      |  |      |            |   |      |   |            |  
|Short-term notes payable                              |  | $    | 19,177     |   |      | $ | 27,177     |  
|Subordinated convertible notes payable                |  |      | 23,000     |   |      |   | 23,000     |  
|Accounts payable                                      |  |      | 184,087    |   |      |   | 160,632    |  
|Accrued expenses:                                     |  |      |            |   |      |   |            |  
|Accrued expenses-Related party                        |  |      | 206,956    |   |      |   | 31,006     |  
|Payroll and payroll taxes                             |  |      | 38,085     |   |      |   | 13,383     |  
|Accrued interest                                      |  |      | 25,320     |   |      |   | 23,052     |  
|Accrued expenses                                      |  |      | 3,947      |   |      |   | 3,633      |  
|Total current liabilities                             |  |      | 500,572    |   |      |   | 281,883    |  
|                                                      |  |      |            |   |      |   |            |  
|Long-term Debt:                                       |  |      |            |   |      |   |            |  
|Long-term debt, less current portion                  |  |      |          |   |      |   |          |  
|Total liabilities                                     |  |      | 500,572    |   |      |   | 281,883    |  
|                                                      |  |      |            |   |      |   |            |  
|Stockholders' Deficit:                                |  |      |            |   |      |   |            |  
|Common stock, no par or stated value;                 |  |      |            |   |      |   |            |  
|100,000,000 shares authorized: 99,497,720 and         |  |      |            |   |      |   |            |  
|85,434,166 shares issued and outstanding at           |  |      |            |   |      |   |            |  
|December 31, 2008 and December 31, 2007, respectively |  |      | 6,505,147  |   |      |   | 6,462,408  |  
|Subscription received                                 |  |      |          |   |      |   | 10,000     |  
|Accumulated deficit                                   |  |      | (6,998,551 | ) |      |   | (6,691,429 | )
|Total stockholders' Deficit                           |  |      | (493,404   | ) |      |   | (219,021   | )
|                                                      |  |      |            |   |      |   |            |  
|                                                      |  |      |            |   |      |   |            |  
|Total liabilities and stockholders' deficit           |  | $    | 7,168      |   |      | $ | 62,862     |  



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



F-3



---





SUBJEX CORPORATION

STATEMENT OF OPERATIONS

|                                            |  |                          |            |   |      |   |            |  
|------------------------------------------- |  | ------------------------ | ---------- | - | ---- | - | ---------- | -
|                                            |  | Years Ended December 31, |           
|                                            |  | 2008                     |            |   | 2007 |  
|Revenues:                                   |  |                          |            |   |      |  
|                                            |  |                          |            |   |      |  
|Gross revenue                               |  | $                        | 3,585      |   |      | $ | 84,378     |  
|Expenses:                                   |  |                          |            |   |      |   |            |  
|Selling, general and administrative         |  |                          | 306,303    |   |      |   | 1,406,777  |  
|Total operating expense                     |  |                          | 306,303    |   |      |   | 1,406,777  |  
|Operating loss                              |  |                          | (302,718   | ) |      |   | (1,322,399 | )
|Other income (expense):                     |  |                          |            |   |      |   |            |  
|Interest expense                            |  |                          | (4,404     | ) |      |   | (6,254     | )
|Net loss                                    |  | $                        | (307,122   | ) |      | $ | (1,328,653 | )
|Net loss per basic and diluted common share |  | $                        | (0.003     | ) |      | $ | (0.01      | )
|Weighted average common shares              |  |                          |            |   |      |   |            |  
|outstanding - basic and diluted             |  |                          | 99,274,793 |   |      |   | 85,435,166 |  



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



F-4



---





SUBJEX CORPORATION

STATEMENTS OF CASH FLOWS

|                                                     |  |                          |          |   |      |   |            |  
|---------------------------------------------------- |  | ------------------------ | -------- | - | ---- | - | ---------- | -
|                                                     |  | Years Ended December 31, |         
|                                                     |  | 2008                     |          |   | 2007 |  
|Cash flows from operating activities:                |  |                          |          |   |      |  
|                                                     |  |                          |          |   |      |  
|Net loss                                             |  | $                        | (307,122 | ) |      | $ | (1,328,653 | )
|Adjustments to reconcile net loss to                 |  |                          |          |   |      |   |            |  
|net cash flows from operating activities:            |  |                          |          |   |      |   |            |  
|Depreciation and amortization                        |  |                          | 5,017    |   |      |   | 10,746     |  
|Write off of out of use equipment                    |  |                          |        |   |      |   | 9,449      |  
|Impairment of assets                                 |  |                          |        |   |      |   | 503,192    |  
|Debt settled with issuance of common stock           |  |                          |        |   |      |   | 30,000     |  
|Non cash common stock issued for consulting services |  |                          | 57,400   |   |      |   | 403,003    |  
|Changes in operating assets and liabilities:         |  |                          |          |   |      |   |            |  
|Accounts receivable                                  |  |                          | (1,494   | ) |      |   | (1,517     | )
|Prepaid expenses                                     |  |                          | 37,500   |   |      |   | (29,105    | )
|Accounts payable                                     |  |                          | 23,455   |   |      |   | 82,647     |  
|Accrued expenses                                     |  |                          | 314      |   |      |   | 3,633      |  
|Accrued expenses-Related party                       |  |                          | 175,950  |   |      |   | 31,006     |  
|Payroll and payroll taxes payable                    |  |                          | 24,702   |   |      |   | 2,157      |  
|Accrued interest                                     |  |                          | 2,268    |   |      |   | 2,269      |  
|Refunds payable                                      |  |                          |        |   |      |   | (82,000    | )
|                                                     |  |                          |          |   |      |   |            |  
|Net cash flows used in operating activities          |  |                          | 17,990   |   |      |   | (363,173   | )
|Cash flows from investing activities:                |  |                          |          |   |      |   |            |  
|Purchase of property and equipment                   |  |                          |        |   |      |   | (14,611    | )
|Net cash flows used in investing activities          |  |                          |        |   |      |   | (14,611    | )
|Cash flows from financing activities:                |  |                          |          |   |      |   |            |  
|Proceeds from issuance of common stock               |  |                          | 185,339  |   |      |   | 313,250    |  
|Subscriptions received                               |  |                          | (10,000  | ) |      |   | 10,000     |  
|Shares retired-Related party                         |  |                          | (200,000 | ) |      |   |          |  
|Increase in short term notes payable                 |  |                          |        |   |      |   | 1,543      |  
|Payment received from notes receivable               |  |                          | 1,000    |   |      |   | 5,615      |  
|Issuance of notes receivable                         |  |                          |        |   |      |   | (1,242     | )
|Proceeds from issuance of notes payable              |  |                          |        |   |      |   | 3,000      |  
|Payment on notes payable                             |  |                          | (8,000   | ) |      |   | (36,000    | )
|Principal payments on long-term debt                 |  |                          |        |   |      |   |          |  
|                                                     |  |                          |          |   |      |   |            |  
|Net cash flows provided by financing activities      |  |                          | (31,661  | ) |      |   | 296,166    |  
|Net increase (decrease) in cash and equivalents      |  |                          | (13,671  | ) |      |   | (81,618    | )
|Cash and cash equivalents at beginning of year       |  |                          | 15,217   |   |      |   | 96,835     |  
|Cash and cash equivalents at end of year             |  | $                        | 1,546    |   |      | $ | 15,217     |  



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



F-5



---

SUBJEX CORPORATION

STATEMENT OF STOCKHOLDERS' DEFICIT

YEARS ENDED DECEMBER 31, 2008 AND 2007

|                                                     |  |              |            |   |        |   |           |             |  |   |               |   |  |   |            |  
|---------------------------------------------------- |  | ------------ | ---------- | - | ------ | - | --------- | ----------- |  | - | ------------- | - |  | - | ---------- | -
|                                                     |  | Common Stock |            |   |        |   |           |             | 
|                                                     |  |              |            |   |        |   |           |             |  |   |               |  
|                                                     |  |              |            |   |        |   |           | Accumulated |  |   | Stockholders' |  
|                                                     |  | Shares       |            |   | Amount |   |           | Deficit     |  |   | Deficit       |  
|                                                     |  |              |            |   |        |   |           |             |  |   |               |  
|BALANCE, December 31, 2006                           |  |              | 64,051,737 |   |        |   | 5,216,155 |             |  |   | (5,362,776    | ) |  |   | (146,621   | )
|                                                     |  |              |            |   |        |   |           |             |  |   |               |   |  |   |            |  
|                                                     |  |              |            |   |        |   |           |             |  |   |               |   |  |   |            |  
|Common stock issuance                                |  |              | 6,996,142  |   |        |   | 313,250   |             |  |   |               |   |  |   | 313,250    |  
|                                                     |  |              |            |   |        |   |           |             |  |   |               |   |  |   |            |  
|Common stock issuance for consulting services        |  |              | 2,613,858  |   |        |   | 321,003   |             |  |   |               |   |  |   | 321,003    |  
|                                                     |  |              |            |   |        |   |           |             |  |   |               |   |  |   |            |  
|Common stock issuance for License Agreement          |  |              | 10,000,000 |   |        |   | 500,000   |             |  |   |               |   |  |   | 500,000    |  
|                                                     |  |              |            |   |        |   |           |             |  |   |               |   |  |   |            |  
|Common stock issued for refund of 2006 revenue       |  |              | 1,171,429  |   |        |   | 82,000    |             |  |   |               |   |  |   | 82,000     |  
|                                                     |  |              |            |   |        |   |           |             |  |   |               |   |  |   |            |  
|Common stock issued to settle debt                   |  |              | 450,000    |   |        |   | 30,000    |             |  |   |               |   |  |   | 30,000     |  
|                                                     |  |              |            |   |        |   |           |             |  |   |               |   |  |   |            |  
|Stock added to outstanding due to found certificates |  |              | 152,000    |   |        |   |         |             |  |   |               |   |  |   |          |  
|                                                     |  |              |            |   |        |   |           |             |  |   |               |   |  |   |            |  
|Subscription received                                |  |              |            |   |        |   | 10,000    |             |  |   |               |   |  |   | 10,000     |  
|                                                     |  |              |            |   |        |   |           |             |  |   |               |   |  |   |            |  
|Net Loss                                             |  |              |            |   |        |   |           |             |  |   | (1,328,653    | ) |  |   | (1,328,653 | )
|                                                     |  |              |            |   |        |   |           |             |  |   |               |   |  |   |            |  
|BALANCE, December 31, 2007                           |  |              | 85,435,166 |   |        | $ | 6,472,408 |             |  | $ | (6,691,429    | ) |  | $ | (219,021   | )
|                                                     |  |              |            |   |        |   |           |             |  |   |               |   |  |   |            |  
|Common stock issuance                                |  |              | 15,662,554 |   |        |   | 185,339   |             |  |   |               |   |  |   | 185,339    |  
|                                                     |  |              |            |   |        |   |           |             |  |   |               |   |  |   |            |  
|Common stock issuance for consulting services        |  |              | 2,400,000  |   |        |   | 57,400    |             |  |   |               |   |  |   | 57,400     |  
|                                                     |  |              |            |   |        |   |           |             |  |   |               |   |  |   |            |  
|Shares retired-Related party                         |  |              | (4,000,000 | ) |        |   | (200,000  | )           |  |   |               |   |  |   | (200,000   | )
|                                                     |  |              |            |   |        |   |           |             |  |   |               |   |  |   |            |  
|Subscription received                                |  |              |            |   |        |   | (10,000   | )           |  |   |               |   |  |   | (10,000    | )
|                                                     |  |              |            |   |        |   |           |             |  |   |               |   |  |   |            |  
|Net Loss                                             |  |              |            |   |        |   |           |             |  |   | (307,122      | ) |  |   | (307,122   | )
|                                                     |  |              |            |   |        |   |           |             |  |   |               |   |  |   |            |  
|BALANCE, December 31, 2008                           |  |              |            |   |        |   |           |             |  |   |               |   |  |   |            |  
|                                                     |  |              | 99,497,720 |   |        | $ | 6,505,147 |             |  | $ | (6,998,551    | ) |  | $ | (493,404   | )





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





F-6



---





NOTES TO THE FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008 AND 2007

NOTE 1  NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of past Business

Subjex Corporation provided a software service, Subject CSR, through an ASP (application service provider model. Customers could use the software online or by downloading it, and did not need to install it on their server. This software service was wrapped in a subscription model, and was billed monthly until customer cancellation.

Revenue Recognition

Revenue from the sale of software and other products is recognized when an agreement is made, delivery is complete, no significant obligations remain unfulfilled, and collection of the resulting receivable is probable. In instances where a significant obligation exists, revenue recognition is delayed until the obligation has been satisfied. Revenue from services, including training and consulting are recognized as the services are performed.

Use of Estimates

The preparation 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 and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash Deposits in Excess of Federally Insured Limits

The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The balances are insured by the Federal Deposit Insurance Company up to $100,000. At 8 the Company had no uninsured cash balances.

Cash and Cash Equivalents

The Company considers highly liquid investments with original maturity of three months or less when purchased to be cash equivalents. Alturnativly the Company may invest some of most of its profits or cash on hand back into its own Qubitrage account.

Segment Reporting

The Company operates as one reporting segment.

Fair Value of Financial Instruments

The company considers that the carrying amount of financial instruments, including accounts receivable, accounts payable, accrued liabilities and notes payable, approximates fair value. Interest on the notes payable is payable at rates which approximate fair value.

Property and Equipment

Property and equipment are stated at cost. Depreciation and amortization is provided using the straight-line method over the estimated useful lives of the related assets. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is included in operating income for the period. The cost of maintenance and repairs is expensed as incurred; significant renewals and betterments are capitalized. Deduction is made for retirements resulting from renewals and betterments.

The estimated useful lives are as follows:

|                      |           
|--------------------- | ----------
|Computers & Equipment | 3 to 5 yrs
|Furniture             | 5 to 7 yrs





F-7



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NOTES TO THE FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008 AND 2007

Impairment of Long-Lived Assets

Long-lived assets, such as equipment are reviewed for impairment whenever changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Research and Development

Research and development costs, whether performed by the Company or by outside parties under contract, are charged to operations as incurred. The company incurred no R&D expenses during 2008 and 2007.

Software Development Costs

The Company capitalizes certain software development and production costs once technological feasibility has been achieved. Software development costs incurred prior to achieving technological feasibility are expensed as incurred.

The Company fully expensed the software maintenance incurred and there were no additional software development costs in 2008 and 2007.

Basic and Diluted Net Loss Per Share

Basic per-share amounts are computed, generally, by dividing net income or loss by the weighted-average number of common shares outstanding. Diluted per-share amounts assume the conversion, exercise, or issuance of all potential common stock instruments, unless their effect is antidilutive, thereby reducing the loss or increasing the income per common share. The Company has granted options and warrants to purchase shares of common stock at various amounts per share. Those options and warrants were not included in the computation of diluted earnings per share because the Company incurred losses in both years. The inclusion of potential common shares in the calculation of diluted loss per share would have an antdilutive effect. Therefore, basic and diluted loss per share amounts are the same in each year presented.

Stock-Based Consideration

As permitted by Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, the Company accounts for share-based payments to employees and directors using the intrinsic value method under Accounting Principles Board (APB) Opinion No. 25. As such, we do not recognize compensation cost related to these stock option grants if the exercise price of the options equals or exceeds the fair value of the underlying stock at issuance date. Our general policy is to grant stock options and warrants at fair value at the date of grant. We recorded expense related to stock based compensation issued to non-employees in accordance with SFAS No. 123.



For the years ended December 31, 2008 and 2007, we recorded no compensation expense pursuant to APB Opinion No. 25 and no options were granted.

No employee stock options were granted during 2008 and 2007.

Trade Accounts Receivable

Trade accounts receivable are recorded at the invoiced amount. The Company grants uncollateralized credit to customers, but requires deposits on unique orders. The Company reviews customers credit history before extending unsecured credit. The allowance for doubtful accounts is the Companys best estimate of the amount of probable credit losses in the Companys existing accounts receivable. The Company determines the allowance based on historical write-off experience. The Company reviews its allowance for doubtful accounts monthly or quarterly depending on the service offered the account. Past due balances over 90 days and over a specified dollar amount are reviewed individually for collectibility. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.



F-8



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NOTES TO THE FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008 AND 2007

Comprehensive Income (Loss)

SFAS No. 130 establishes standards for the reporting and disclosure of comprehensive income (loss) and its components which will be presented in association with the Companys financial statements. Comprehensive income (loss) is defined as the change in a business enterprises equity during a period arising from transactions, events or circumstances relating to non-owner sources, such as foreign currency translation adjustments and unrealized gains or losses on available-for-sale securities. It includes all changes in equity during a period except those resulting from investments by or distributions to owners. For the years ended December 31, 2008 and 2007, net loss and comprehensive loss were equivalent.

Income Taxes

The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes which require the use of the liability method of accounting for income taxes. See Note 6.

NOTE 2  GOING CONCERN AND LIQUIDITY

The Company had a working capital deficit and recurring net losses from operations in 2008, and at December 31, 2008 had insufficient cash on hand to support its ongoing operations. These factors create doubt about the Company's ability to continue as a going concern.

The ability of the Company to continue as a going concern is dependent upon the Companys ability to attain a satisfactory level of profitability and obtain suitable and adequate financing. There can be no assurance that management's plan will be successful.

NOTE 3  FIXED ASSETS

Property and equipment consisted of the following at December 31,



|                              |  |      |         |   |      |   |         |  
|----------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|                              |  | 2008 |         |   | 2007 |  
|Company Vehicle               |  | $    | 11,186  |   |      | $ | 11,186  |  
|Office and Computer Equipment |  |      | 49,583  |   |      |   | 49,583  |  
|Furniture and Fixtures        |  |      | 14,231  |   |      |   | 14,231  |  
|Accumulated Depreciation      |  |      | (60,192 | ) |      |   | (55,175 | )
|Impairment of Fixed Assets    |  |      | (14,808 | ) |      |   | (14,808 | )
|Property and Equipment, net   |  | $    | 0       |   |      | $ | 5,017   |  



Depreciation and amortization expense on property and equipment was $5,017 and $10,746 for the years ended December 31, 2008 and 2007, respectively.

NOTE 4  FINANCING ARRANGEMENTS

Short-Term Notes Payable

There were no short term notes that were obtained from shareholders and unrelated parties during 2008. The interest rate on these notes before 2008 were 10%.

Short-term notes payable consisted of the following:

|                        |  |      |       |  |      |   |       | 
|----------------------- |  | ---- | ----- |  | ---- | - | ----- | 
|                        |  | 2008 |       |  | 2007 |  
|Shareholders            |  | $    | 0.00  |  |      | $ | 3,000 | 
|Unrelated third parties |  |      | 1,500 |  |      |   | 1,500 | 
|Totals                  |  | $    | 1,500 |  |      | $ | 4,500 | 







F-9



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NOTES TO THE FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008 AND 2007

Subordinated Notes Payable

The subordinated convertible notes payable are unsecured, bear interest at 10% and were due at various dates, with all currently being due. To date the Company has not repaid these amounts. The outstanding balance at December 31, 2008 and 2007 is $23,000 and $23,000 respectively.

Long-Term Debt

None.

NOTE 5  SHAREHOLDERS EQUITY

Stock Options

In 2007 the Board of Directors adopted to bring to an end the 1999 Pagelab Network, Inc. Stock Option and Stock Award Plan. The Plan permitted the granting of incentive stock options meeting the requirements of Section 422 of the Internal Revenue Code of 1986, as amended and nonqualified options, which do not meet the requirements of Section 422. A total of 2,500,000 shares were reserved under the Plan. All options were granted at an exercise price not less than the fair market value of the common stock on the grant date according to the Plan provisions. The options granted to participants owning more than 10 percent of the Companys outstanding voting stock were to be granted at an exercise price not less than 110 percent of fair market value of the common stock on that date. The options expired on the date determined by the Board of Directors, but not greater than 10 years from the grant date. No options were granted under the old Plan during the years ended December 31, 2008 and 2007.

A summary of outstanding options under the Plan as of December 31 is as follows:

|                               |  |        |        |   |                                 |   |      |        |  |  |                                 |   |  |   |      | 
|------------------------------ |  | ------ | ------ | - | ------------------------------- | - | ---- | ------ |  |  | ------------------------------- | - |  | - | ---- | 
|                               |  | 2008   |        |   | 2007                            |  
|                               |  | Shares |        |   | Weighted
Average Exercise Price |   |      | Shares |  |  | Weighted Average Exercise Price |  
|Outstanding at beginning of yr |  |        | 12,500 |   |                                 | $ | 0.80 |        |  |  | 132,500                         |   |  | $ | 0.83 | 
|Canceled/Expired               |  |        | (0     | ) |                                 | $ | 0.00 |        |  |  | (120,000                        | ) |  | $ | 0.75 | 
|Outstanding at end of year     |  |        | 12,500 |   |                                 | $ | 0.80 |        |  |  | 12,500                          |   |  | $ | 0.80 | 

All options were fully vested and have a have weighted average remaining contractual life of 1.02 years at December 31, 2008.

Stock Warrants

The Company issued detachable warrants with the sale of common stock to purchase 654,800 shares of common stock in 2002. Warrants for 300,000 shares expired in June 2004 and had an exercise price of $0.10 per share. Warrants for 354,800 shares of common stock expire from June 2005 to June 2017, become exercisable when the Companys share price reaches $1.00 per share and have an exercise price of $0.25 per share.

The Company issued detachable warrants with the sale of common stock to purchase 60,000 shares of common stock in December 2003. The warrants have a three year life and an exercise price of $0.25 per share. The Company issued warrants related to the sale of common stock during 2004. The warrants for 1,775,000 shares expired in 2006 and had an average exercise price of $0.13 per share. The warrants for 442,382 shares expired in 2007 and had an average exercise price of $0.08 per share. The warrants for 75,000 shares were canceled/expired and 150,000 shares were granted in 2008.





F-10



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NOTES TO THE FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008 AND 2007

A summary of outstanding warrants as of December 31 is as follows:



|                                 |        |  |                                  |   |        |   |                                  |  |  |  |          |   |  |   |     | 
|-------------------------------- | ------ |  | -------------------------------- | - | ------ | - | -------------------------------- |  |  |  | -------- | - |  | - | --- | 
|                                 | 2008   |  | 2007                             |  
|                                 | Shares |  | Weighted-
Average
Exercise
Price |   | Shares |   | Weighted-
Average
Exercise
Price | 
|Outstanding at beginning of year |        |  | 101,000                          |   |        | $ | .40                              |  |  |  | 601,500  |   |  | $ | .16 | 
|Granted                          |        |  | 150,000                          |   |        |   | .10                              |  |  |  |        |   |  |   |   | 
|Exercised                        |        |  |                                |   |        |   |                                |  |  |  |        |   |  |   |   | 
|Canceled/Expired                 |        |  | (75,000                          | ) |        |   | .40                              |  |  |  | (500,500 | ) |  |   | .08 | 
|Outstanding at end of year       |        |  | 176,000                          |   |        | $ | .17                              |  |  |  | 101,000  |   |  | $ | .40 | 

All warrants were fully vested and have a have weighted average remaining contractual life of 1.5 years at December 31, 2008.

NOTE 6  INCOME TAXES



|                    |  |        |          |   |      |  |     |        |  |   |          |   |  |  |     |   
|------------------- |  | ------ | -------- | - | ---- |  | --- | ------ |  | - | -------- | - |  |  | --- | --
|                    |  | 2008   |          |   | 2007 | 
|                    |  | Amount |          |   | %    |  |     | Amount |  |   | %        |  
|Expected Federal    |  | $      | (104,421 | ) |      |  | (34 | %)     |  | $ | (451,742 | ) |  |  | (34 | %)
|Expected State      |  |        | (12,285  | ) |      |  | (4  | %)     |  |   | (53,146  | ) |  |  | ( 4 | %)
|Valuation allowance |  |        | 116,706  |   |      |  | 38  | %      |  |   | 504,888  |   |  |  | 38  | % 
|Total               |  | $      |        |   |      |  | -   | %      |  | $ |        |   |  |  |   | % 

The Company has a net operating loss carry forward totaling approximately $5,915,000 at December 31, 2008 that can be used to offset future taxable income. Due to the uncertainty of the Companys future taxable income, a valuation allowance has been established. The following is a listing of the Company's net deferred tax assets as of December 31:

|                                                                 |  |      |            |   |      |   |            |  
|---------------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | -
|                                                                 |  | 2008 |            |   | 2007 |  
|Deferred tax asset relating to net operating loss carry-forwards |  | $    | 1,970,900  |   |      | $ | 1,854,200  |  
|Valuation allowance                                              |  |      | (1,970,900 | ) |      |   | (1,854,200 | )
|Net deferred tax asset                                           |  |      | 0          |   |      |   | 0          |  

At December 31, 2008, the Company has federal net operating loss carry forwards as follows:

|        |  |   |           | 
|------- |  | - | --------- | 
|Federal |  |   |           | 
|2019    |  |   | 49,000    | 
|2020    |  |   | 1,010,000 | 
|2021    |  |   | 1,051,000 | 
|2022    |  |   | 778,000   | 
|2023    |  |   | 300,000   | 
|2024    |  |   | 280,000   | 
|2025    |  |   | 464,000   | 
|2026    |  |   | 348,000   | 
|2027    |  |   | 1,328,000 | 
|2028    |  |   | 307,000   | 
|        |  | $ | 5,915,000 | 





F-11



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NOTES TO THE FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008 AND 2007

NOTE 7 - STOCK BASED COMPENSATION

Effective January 1, 2006, the Company adopted the provisions of Statement of Financial Standards No. 123 (revised 2004), Share-Based Payment ("SFAS No. 123 (R)"), which is a revision of SFAS No. 123. SFAS No. 123 (R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and amends FASB Statement No. 95, Statement of Cash Flows. Generally, the approach to accounting for share-based payments in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all new share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. Pro forma disclosure of the fair value of new share-based payments is no longer an alternative to financial statement recognition.

Prior to 2006, the Company accounted for its employee stock option plans under the intrinsic value method, in accordance with the provisions of Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued toEmployees and related interpretations. Compensation expense related to the granting of employee stock options is recorded over the vesting period only, if, on the date of grant, the fair value of the underlying stock exceeds the option's exercise price. The Company had adopted the disclosure-only requirements of SFAS No. 123, "Accounting for Stock-Based Compensation", which allowed entities to continue to apply the provisions of APB No. 25 for transactions with employees and provide pro forma net income and pro forma income per share disclosures for employee stock grants made as if the fair value based method of accounting in SFAS No. 123 had been applied to these transactions.

NOTE 8 - SUPPLEMENTAL CASH FLOWS INFORMATION

Supplemental disclosure of cash flow information:

|                                     |  |      |    |  |      |   |    | 
|------------------------------------ |  | ---- | -- |  | ---- | - | -- | 
|                                     |  | 2008 |    |  | 2007 |  
|Cash paid during year for interest   |  | $    |  |  |      | $ |  | 
|                                     |  |      |    |  |      |   |    | 
|Cash paid during year for income tax |  | $    |  |  |      | $ |  | 

NOTE 9  LEASE

The Company rents its offices under a month to month lease. Rent expense was $11,466 in 2008 and $20,964 in 2007.

NOTE 10  RECENT ACCOUNTING PRONOUNCEMENTS

In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and 140, to simplify and make more consistent the accounting for certain financial instruments. SFAS No. 155 amends SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, to permit fair value remeasurement for any hybrid financial instrument with an embedded derivative that otherwise would require bifurcation, provided that the whole instrument is accounted for on a fair value basis. SFAS No. 155 amends SFAS No. 140, Accounting for the Impairment or Disposal of Long-Lived Assets, to allow a qualifying special-purpose entity to hold a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 applies to all financial instruments acquired or issued after the beginning of an entity's first fiscal year that begins after September 15, 2006, with earlier application allowed. This standard is not expected to have a significant effect on the Companys future reported financial position or results of operations.



F-12



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NOTES TO THE FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008 AND 2007

In March 2006, the FASBissuedSFASNo. 156, "Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities".This statement requires all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable, and permits for subsequent measurement using either fair value measurement with changes in fair value reflected in earnings or the amortization and impairment requirements of Statement No. 140. The subsequent measurement of separately recognized servicing assets and servicing liabilities at fair value eliminates the necessity for entities that manage the risks inherent in servicing assets and servicing liabilities with derivatives to qualify for hedge accounting treatment and eliminates the characterization of declines in fair value as impairments or direct write-downs.SFAS No. 156is effective for an entity's first fiscal year beginning after September 15, 2006.The adoption of this statement is not expected to have a significant effect on the Company’s future reported financial position or results of operations.

In June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48,“Accounting for Uncertainty in Income Taxes (FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in the Company's financial statements in accordance with FASB Statement No. 109Accounting for Income Taxes. FIN 48 also prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a return, as well as guidance on derecognition, classification, interest and penalties and financial statement reporting disclosures. FIN 48 is effective for the Company on January 1, 2007. Based on the Company's evaluation and analysis, FIN 48 is not expected to have a material impact on the Companys financial statements.

In June 2006, the Emerging Issues Task Force ("EITF") ratified EITF Issue 06-3,How Taxes Collected From Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross versus Net Presentation). A consensus was reached that entities may adopt a policy of presenting taxes in the income statement on either a gross or net basis. An entity should disclose its policy of presenting taxes and the amount of any taxes presented on a gross basis should be disclosed, if significant. The guidance is effective for periods beginning after December 15, 2006. We present revenues net of taxes. EITF 06-3 will not impact the method for recording these sales taxes in our financial statements.

In September 2006, the FASB issued FASB Statement No. 157,Fair Value Measurements (FAS 157), which addresses how companies should measure fair value when they are required to use a fair value measure for recognition or disclosure purposes under generally accepted accounting principles. The FASB believes that the new standard will make the measurement of fair value more consistent and comparable and improve disclosures about those measures. FAS 157 is effective for fiscal years beginning after November 15, 2007.  The Company is currently evaluating the requirements and impact of FAS 157 on the Company's consolidated financial statements, and will adopt the provisions on January 1, 2008. FAS 157 is not expected to have a material impact on the Company's financial statements.

In September 2006, the SEC issued Staff Accounting Bulletin 108 (SAB 108), which expresses the Staff's views regarding the process of quantifying financial statement misstatements. The bulletin was effective at fiscal year end 2006. The implementation of this bulletin had no impact on the Company's results of operations, cash flows or financial position.

In October 2006, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) Financial Accounting Standard (FAS) 123(R)-5, Amendment of FSP FAS 123(R)-1, (FSP FAS 123(R)-5) to address whether a change to an equity instrument in connection with an equity restructuring should be considered a modification for the purpose of applying FSP No. FAS 123(R)-1, Classification and Measurement of Freestanding Financial Instruments Originally Issued in Exchange for Employee Services under FAS Statement No 123(R) (FSP FAS 123(R)-1). FSP FAS 123(R)-1 states that financial instruments issued to employees in exchange for past or future services are subject to the provisions of SFAS 123(R) unless the terms of the award are modified when the holder is no longer an employee. In FSP FAS 123(R)-5, the FASB staff concluded that changes to the terms of an award that are made solely due to an equity restructuring are not considered modifications as described in FSP FAS 123(R)-1 unless the fair value of the award increases, anti-dilution provisions are added, or holders of the same class of equity instruments are treated unequally. FSP FAS 123(R)-5 is effective for the first reporting period beginning after October 10, 2006. The adoption of FSP FAS 123(R)-5 did not have a material impact on the Companys financial statements.



F-13



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NOTES TO THE FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008 AND 2007

On February 15, 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Liabilities (SFAS No. 159). Under this Standard, the Company may elect to report financial instruments and certain other items at fair value on a contract-by-contract basis with changes in value reported in earnings. This election is irrevocable. SFAS No. 159 provides an opportunity to mitigate volatility in reported earnings that is caused by measuring hedged assets and liabilities that were previously required to use a different accounting method than the related hedging contracts when the complex provisions of SFAS No. 133 are not met. SFAS No. 159 is effective for years beginning after November 15, 2007. The Company does not believe it will have an impact on its consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (SFAS 141R). SFAS 141R amends SFAS 141 and provides guidance for recognizing and measuring identifiable assets and goodwill acquired, liabilities assumed, and any non-controlling interest in the acquiree. It also provides disclosure requirements to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS 141R will be effective for fiscal years beginning on or after December 15, 2008 and will be applied prospectively.

In December 2007, the FASB issued SFAS No. 160, Non-Controlling Interests in Consolidated Financial Statementsan amendment of ARB No. 51 (SFAS 160). SFAS 160 requires that ownership interests in subsidiaries held by parties other than the parent, and the amount of consolidated net income, be clearly identified, labeled and presented in the consolidated financial statements. It also requires once a subsidiary is deconsolidated, any retained non-controlling equity investment in the former subsidiary be initially measured at fair value. Sufficient disclosures are required to clearly identify and distinguish between the interests of the parent and the interests of the non-controlling owners. SFAS 160 is effective for fiscal years beginning on or after December 15, 2008 and requires retroactive adoption of the presentation and disclosure requirements for existing minority interests. All other requirements shall be applied prospectively. The adoption of this statement is not expected to have a significant effect on the Companys future reported financial position or results of operations.

In February 2008, the FASB issued FASB Staff Position FAS 157-2 (FSP FAS 157-2)  Effective Date of FASB Statement No. 157 which delays the effective date of SFAS No. 157 for non-financial assets and non-financial liabilities that are recognized or disclosed in the financial statements on a nonrecurring basis to fiscal years beginning after November 15, 2008. These non-financial items include assets and liabilities such as reporting units measured at fair value in a goodwill impairment test and non-financial assets acquired and non-financial liabilities assumed in a business combination. The Company has not applied the provisions of SFAS No. 157 to its non-financial assets and non-financial liabilities in accordance with FSP FAS 157-2.

In March 2008, the FASB issued SFAS 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of SFAS 133 (SFAS 161). SFAS 161 applies to all derivative instruments and non-derivative instruments that are designated and qualify as hedging instruments pursuant to paragraphs 37 and 42 of SFAS 133 and related hedged items accounted for under SFAS 133. SFAS 161 requires entities to provide greater transparency through additional disclosures about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations, and how derivative instruments and related hedged items affect an entitys financial position, results of operations, and cash flows. SFAS 161 is effective as of the beginning of an entitys first fiscal year that begins after November 15, 2008. The Company adopted SFAS 161 on December 27, 2008. The Company does not expect the adoption of SFAS 161 to have a material impact on its financial position, results of operations, or cash flows.

In May 2008, the FASB issued SFAS 162, The Hierarchy of Generally Accepted Accounting Principles(SFAS 162). SFAS 162 provides a framework for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles (GAAP) for nongovernmental entities. SFAS 162 will be effective 60 days following the Securities and Exchange Commissions approval of the Public Company Accounting Oversight Board (PCAOB) amendments to AU Section 411. The Company adopted SFAS 162 on November 15, 2008, which had no impact on its financial position, results of operations, or cash flow.



F-14



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NOTES TO THE FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008 AND 2007

In June 2008, the FASB issued FSP No. EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities. This guidance states that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents are participating securities and should be included in the computation of earnings per share using the two-class method outlined in SFAS No. 128, Earnings per Share. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared and participation rights in undistributed earnings. The adoption of this new guidance on January 1, 2009 should not have an effect on our reported earnings per share.

NOTE 11  RELATED PARTY TRANSACTION

In 2007, the Company licensed the use of Forecast Market Software (FMS) from an entity controlled by its CEO, in exchange for $100,000 for set-up and maintenance fees (of which $0.00 was still owed at December 31, 2008), and 10,000,000 shares of common stock for the license. Due to the lack of revenues produced by the Companys operations related to this license and our difficult cash-flow situation which could limit our ability to effectively market our operations related to this software the CEO decided to offer 4,000,000 of its common shares to be put back into the Treasury of Subjex Corporation. The stipulation was to have the shares returned at some future time. Management accepted this offer. The contract, which is still in tact is for ten years and includes automatic renewal provisions, also provides for ongoing cash payments calculated under a formula provided for in the licensing agreement, based on revenues from services provided to the Companys customers.









F-15