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

                                FORM 10-K

[X]  15, ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2008
 OR

[ ]  15, TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from     to

                     Commission file number:       000-27279

                             C&G DEC Capital, Inc.
                   (Exact name of registrant in its charter)


        FLORIDA                         65-0106255
  (State or other jurisdiction of               (I.R.S. Employer
    incorporation or organization               Identification No.)

6259 Executive Boulevard
Rockville, MD                                    20852
 (Address of principal executive offices)                  (Zip Code)

Registrant's Telephone number, including area code:  (732) 319-9235


Securities registered pursuant to Section 12(b) of the Act:  None
Securities registered pursuant to Section 12(g) of the Act:  Common
Stock, $.0001 par value

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

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Exchange act
Yes [  ] No [x]

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

Indicate by check mark if disclosure of delinquent filers in response to
Item 405 of Regulation S-K is not contained hereof, and will not be
contained, to will be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.
Yes [x] No [  ]


<PAGE>2

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 definitions of "large accelerated filer,"
"accelerated file" and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.  (Check one):

Large accelerated filer [ ]   Accelerated filer         [ ]
Non-accelerated filer   [ ]   Smaller reporting company [x]

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

State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked
price of such common equity, as of the last business day of the
registrant's most recently completed second fiscal quarter. The market
value of the registrant's voting $.0001 par value common stock held by
non-affiliates of the Registrant was approximately $285,550.

Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date. The number
of shares outstanding of the registrant's only class of common stock, as
of December 31, 2008 was 12,272,300 shares of its $.0001 par value
common stock, respectively.

No documents are incorporated into the text by reference.



<PAGE>3
                         C&G DEC CAPITAL, INC.
                              Form 10-K
                 For the Fiscal Year Ended December 31, 2008
                            Table of Contents

                                Part I

ITEM 1.  BUSINESS                                                   4
ITEM 1A. RISK FACTORS                                               5
ITEM 1B. UNRESOLVED STAFF COMMENTS                                  5
ITEM 2.  PROPERTIES                                                 5
ITEM 3.  LEGAL PROCEEDINGS                                          5
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS        5

                                Part II

ITEM 5.  MARKET FOR COMPANY'S COMMON EQUITY AND RELATED
           STOCKHOLDER MATTERS                                      6
ITEM 6.  SELECTED FINANCIAL DATA                                    6
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS                      7
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
           RISK                                                     8
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                8
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURE                     20
ITEM 9A. CONTROLS AND PROCEDURES                                   20
ITEM 9B.  OTHER INFORMATION                                        20

                                Part III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, CONTROL
           PERSONS AND CORPORATE GOVERANCE; COMPLIANCE WITH
           SECTION 16(a) OF THE EXCHANGE ACT                       21
ITEM 11.  EXECUTIVE COMPENSATION                                   25
ITEM 12.  SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
           MANAGEMENT AND RELATED STOCKHOLDERS MATTERS             26
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
           DIRECTOR INDEPENDENCE                                   27
ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES                   28

                                Part IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES                  29



<PAGE>4
                                  PART I

ITEM 1  BUSINESS

C&G DEC Capital, Inc. is a Florida corporation that became public when its
registration statement under the Securities Act of 1933 filed with the
Securities and Exchange Commission became effective on July 20, 1990 and
closed on December 31, 1990.

The registrant was engaged in the publication of a local newspaper business.
In 1991, the registrant ceased doing business and has not engaged in any
enterprises since that time.  The registrant has not yet determined what
form of business, if any, it will initiate.

The registrant ceased operations and has not functioned since the later part
of 1991.  The registrant has remained as a non-function non-trading public
shell corporation with no assets.

The Company has remained as a nonfunctioning non-trading public shell
corporation with no assets to date.

On April 6, 2007, the Company changed its name to DEC Capital, Inc.

On June 22, 2007, the Company changed its name to C&G DEC Capital, Inc.

General Information about Industry Segments:

The registrant operated from January 15, 1988 to the middle of 1991 as a
newspaper publisher.  As of the date of this filing, the registrant is not
engaged in any business nor has it determined what form of business it will
operate.

Narrative Description of Business:

The registrant has no business.

The registrant has no patents, trademarks, licenses, franchises nor
concessions.

The registrant cannot yet determine if the business it will engage in is
seasonal or not, since they have yet to determine what type of business it
will operate.

Since there has not been a determination of the type of business the
registrant will operate, it cannot be determined who its major competitors
will be.

Presently the registrant employs no one other than its officers who receive
no compensation.  The number of persons to be employed in the future depends
on what type of business the registrant will be engaged in.





<PAGE>5

ITEM 1A.  RISK FACTORS

Not applicable


ITEM 1B.  UNRESOLVED STAFF COMMENTS

Not applicable


ITEM 2.  PROPERTIES

The registrant's executive offices which consist of 150 square feet are
located at 6259 Executive Boulevard, Rockville, MD 20852.


ITEM 3.  LEGAL PROCEEDINGS.

The registrant is not involved in any legal proceedings at this date.


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

None.




<PAGE>6
                                   PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES

    Item 5(a)  Market Information.  The Corporation's common stock is not
included in the pink sheets or in the OTC Bulletin Board maintained by the
NASD.  The Corporation plans to apply to the OTC Bulletin Board.

There is no public trading market for the Corporation's common stock and
there is no guarantee any trading market will develop.

Holders.  At December 31, 2008, there were 43 shareholders of the
registrant.

Dividends.  Holders of the registrant's common stock are entitled to receive
such dividends as may be declared by its board of directors.  No dividends
on the registrant's common stock have ever been paid, and the registrant
does not anticipate that dividends will be paid on its common stock in the
foreseeable future.

Securities authorized for issuance under equity compensation plans.  No
securities are authorized for issuance by the registrant under equity
compensation plans.

Performance graph.  Not applicable.

Sale of unregistered securities.  None

    Item 5(b)  Use of Proceeds.  Not applicable.

    Item 5(c)  Purchases of Equity Securities by the issuers and affiliated
purchasers.  None.


ITEM 6.  SELECTED FINANCIAL DATA

Not applicable to a smaller reporting company.


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Liquidity and Capital Resources

For the year ended December 31, 2008, the registrant had a net loss of
$380,063 offset by an increase in accrued expenses of $374,400 and an
increase in accounts payable of $5,663, resulting in net cash provided by
operating activities of zero.

For the year ended December 31, 2007, the registrant had a net loss of
$347,102, offset by stock based compensation of $16,655, and increase in
accrued expenses of $281,400, and increase in accounts payable of $24,900
and an increase in advances from management of $24,635, As a result, the
registrant had net cash provided by operating activities of $488 for the
year ended December 31, 2007.

<PAGE>7

The registrant had no investing or financing activities for 2008 or 2007.

Results of Operations

In 1991, the registrant ceased doing business and has not engaged in any
enterprises since that time.  The registrant ceased operations and has not
functioned since the later part of 1991.  The registrant has remained as a
nonfunctioning non-trading public shell corporation with no assets to date.

For the year ended December 31, 2008, the registrant had operating expenses
of $380,063 resulting in a net loss of $380,063.  Operating expenses
consisted of $360,000 accrued under employment contracts with the Company's
CEO and COO, $14,400 in rent paid by the Company's CEO on behalf of the
Company and $5,663 in professional fees.

Comparatively, for the year ended December 31, 2007, the registrant had
operating expenses of $347,102 resulting in a net loss of $347,102.
Operating expenses consisted of $16,655 in stock based compensation for
shares issued to management, $270,000 accrued under employment contracts
with the Company's CEO and COO, $11,400 in rent paid by the Company's CEO on
behalf of the Company and $49,047 in professional and other fees.

Going Concern and Management's Plans

As indicated in the accompanying financial statements, the registrant
incurred net losses of $(816,704) for the period January 15, 1988
(Inception) to December 31, 2008 and is considered a company in the
development stage.  The registrant is seeking to merge with a private
operating company and then will attempt to raise additional capital for
investment and working capital purposes.  There is no assurance that the
registrant will find a successful merger candidate nor is there any
assurance that if a merger is successful that the registrant will be able to
raise adequate additional capital in the equity markets.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely
to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources.

Forward-Looking Statements

This Report contains statements that we believe are, or may be considered to
be, "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. All statements other than
statements of historical fact included in this Report regarding the
prospects of our industry or our prospects, plans, financial position or
business strategy, may constitute forward-looking statements. In addition,
forward-looking statements generally can be identified by the use of
forward-looking words such as "may," "will," "expect," "intend," "estimate,"
"foresee," "project," "anticipate," "believe," "plans," "forecasts,"
"continue" or "could" or the negatives of these terms or variations of them
or similar terms. Furthermore, such forward-looking statements may be

<PAGE>8

included in various filings that we make with the SEC or press releases or
oral statements made by or with the approval of one of our authorized
executive officers. Although we believe that the expectations reflected in
these forward-looking statements are reasonable, we cannot assure you that
these expectations will prove to be correct. These forward-looking
statements are subject to certain known and unknown risks and uncertainties,
as well as assumptions that could cause actual results to differ materially
from those reflected in these forward-looking statements. Readers are
cautioned not to place undue reliance on any forward-looking statements
contained herein, which reflect management's opinions only as of the date
hereof. Except as required by law, we undertake no obligation to revise or
publicly release the results of any revision to any forward-looking
statements. You are advised, however, to consult any additional disclosures
we make in our reports to the SEC. All subsequent written and oral forward-
looking statements attributable to us or persons acting on our behalf are
expressly qualified in their entirety by the cautionary statements contained
in this Report.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



                          C&G DEC Capital, INC.
                       INDEX TO FINANCIAL STATEMENTS

The following financial statements are filed as part of this report:

Report of Independent Registered Public Accounting Firm           9
Balance Sheets                                                   10
Statements of Operations                                         11
Statements of Cash Flows                                         12
Statement of Changes in Stockholders' Equity (Deficit)           14
Notes to Financial Statements                                    15




<PAGE>9

                  Report of Independent Registered Public Accounting
Firm

To the Board of Directors
C&G DEC Capital, Inc.
Rockville, Maryland

We have audited the accompanying balance sheets of C&G DEC Capital, Inc.
(a Development Stage Company) as of December 31, 2008 and 2007 and the
related statements of operations, stockholders' deficit, and cash flows
for each of the two years in the period ended December 31, 2008 and the
period January 15, 1988 (Inception) to December 31, 2008.  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 audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting.
Our 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 also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of C&G DEC
Capital, Inc. as of December 31, 2008 and 2007, and the results of its
operations and its cash flows for each of the two years in the period
ended December 31, 2008 and the period January 15, 1988 (Inception) to
December 31, 2008, in conformity with U.S. generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern.  As discussed in Note C to
the financial statements, the Company has incurred cumulative losses of
$816,704 since inception, and there are existing uncertain conditions
the Company faces relative to its ability to obtain capital and operate
successfully.  These conditions raise substantial doubt about its
ability to continue as a going concern.  Management's plans regarding
those matters are also described in Note C.  The financial statements do
not include any adjustments that might result from the outcome of these
uncertainties.

/s/ Meyler & Company, LLC
Middletown, NJ
April 29, 2009

<PAGE>10

                          C&G DEC CAPITAL, INC.
                      (A Development Stage Company)

                               BALANCE SHEETS


                                         December 31,    December 31,
                                             2008             2007
                                         ------------     -----------

                                 ASSETS
                                 ------
CURRENT ASSETS
--------------

Cash                                       $    488          $    488
                                           --------          --------
    TOTAL CURRENT ASSETS                        488               488
                                           ========          ========

                   LIABILITIES & STOCKHOLDERS' DEFICIT
                   -----------------------------------

CURRENT LIABILITIES
-------------------

Accounts Payable                           $ 30,563          $ 24,900
Accrued Expenses                            655,800           281,400
Advances from Management                     23,963            23,963
                                           --------          --------
    TOTAL CURRENT LIABILITIES               710,326           330,263
                                           ========          ========

STOCKHOLDERS' DEFICIT
---------------------

Common Stock, $.0001 Par Value,
  40,000,000 shares authorized,
  12,272,300 shares issued and
  outstanding at December 31, 2008
  and 2007, respectively                      1,228             1,228
Additional Paid-in Capital                  105,638           105,638
Deficit Accumulated During Development
  Stage                                    (816,704)         (436,641)
                                           --------          --------
TOTAL STOCKHOLDERS' DEFICIT.....           (709,838)         (329,775)
                                           --------          --------
TOTAL LIABILITIES & STOCKHOLDERS'
   DEFICIT                                 $    488          $    488
                                           ========          ========


                    See accompanying notes to financial statements.


<PAGE>11

                           C&G DEC CAPITAL, INC.
                       (A Development Stage Company)

                          STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                   For the Period
                                      Year Ended                   January 15, 1988
                                     December 31,                 (Inception) to
                                2008               2007          December 31, 2008
                                ----               ----          ------------------

                             <c>                 <c>                   <c>
Revenues                    $        -          $        -           $   20,000

Operating Expenses             380,063             347,102               836,704
                            ----------          ----------           ----------
LOSS BEFORE
INCOME TAXES....              (380,063)           (347,102)             (816,704)

Provision for
Income Taxes...                      -                   -                    -
                            ----------          ----------           ----------

NET LOSS                    $ (380,063)         $ (347,102)          $ (816,704)
                            ==========          ==========           ==========
NET LOSS
PER COMMON SHARE            $    (0.03)         $    (0.04)          $    (0.39)

Weighted Average Common
  Shares Outstanding        12,272,300          8,906,970             2,104,308
                            ==========          ==========            =========
</TABLE>







                  See accompanying notes to financial statements.



<PAGE>12

                             C&G DEC CAPITAL, INC.
                          (A Development Stage Company)

                             STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                   For the Period
                                      Year Ended                  January 15, 1988
                                     December 31,                 (Inception) to
                                2008               2007          December 31, 2008
                                ----               ----          ------------------

                             <c>                 <c>                   <c>
CASH FLOWS FROM OPERATING
  ACTIVITIES
Net Loss                     $ (380,063)          $(347,102)           $(816,704)
Adjustments to reconcile
  net loss to net cash used
  in operating activities-
    Stock based compensation          -              16,655               16,655
  Changes in current assets
    and liabilities:
      Accounts payable            5,663              24,900               30,563
      Accrued expenses          374,400             281,400              655,800
      Advances from
            Management              24,635              24,635               24,635
                              ---------           ---------             ---------
Net Cash Flows from
  Operating Activities                -                 488              (89,051)

CASH FLOWS FROM FINANCING
  ACTIVITIES
Net Proceeds-from
  issuance of common
  stock                               -                   -               89,539
                              ---------           ---------            ---------
Net Cash Flows from
  Financing Activities        $       -           $       -            $  89,539
                              =========           =========            =========

Net increase in cash               488                   -                   488

Cash-beginning of year               -                   -                     -
                             ---------            --------             ---------
Cash-end of year             $     488            $      -            $      488
                             =========            ========             =========

SUPPLEMENTAL CASH FLOW DISCLOSURES-
Non-cash item-
  Shares issued to settle
     Liabilities                     -                 672                   672
                             =========            ========              ========
</TABLE>

                       See accompanying notes to financial statements.



<PAGE>13
                           C&G DEC CAPITAL, INC.
                       (A Development Stage Company)

                      STATEMENT OF STOCKHOLDERS' DEFICIT
                       January 15, 1988 (Inception)to
                               December 31, 2008
<TABLE>
                                                                             Deficit
                                                                           Accumulated
                                                               Additional     During
                                           Common Stock          Paid-in   Development
                                         Shares    Amount        Capital       Stage      Total
                                         ------    ------        -------   -----------    -----

                                        <c>       <c>           <c>         <c>         <c>
Sale of Stock, April 1988                90,000        $9        $32,930      $     -   $32,939
Net Loss-1988                                                                  (2,550)   (2,550)
                                      ---------    ------        -------      -------   -------
Balance, December 31, 1988               90,000         9         32,930       (2,550)   30,389

Capital Contribution                          -         -          2,600            -     2,600
Net Loss-1989                                                                 (19,243)  (19,243)
                                      ---------    ------        -------      -------   -------
Balance, December 31, 1989               90,000         9         35,530      (21,793)   13,746

Sale of Stock, November 1990             16,300         2         53,798            -    53,800
Net Loss-1990
                                      ---------    ------        -------      -------   -------
Balance, December 31, 1990              106,300        11         89,328      (21,793)   67,546
Net Loss-1991                                                                 (67,546)  (67,546)
                                       --------    ------        -------      -------   -------
Balance, December 31, 1991              106,300        11         89,328      (89,339)        -

Stock Adjustment                        400,000        40            (40)           -         -
Net Loss from 1992 to 1999
                                      ---------    ------        -------      -------   -------
Balance, December 31, 1999              506,300        51         89,288      (89,339)        -

Stock Issued for Services, July 2000  2,000,000       200              -            -       200
Net Loss-2000                                                                    (200)     (200)
                                      ---------    ------        -------      -------   -------
Balance, December 31, 2000            2,506,300       251         89,288      (89,539)        -

Net Loss from 2001 to December 31, 2006
                                      ---------    ------        -------      -------   -------
Balance, December 31, 2006            2,506,300       251         89,288      (89,539)        -
</TABLE>
See accompanying notes to financial statements.



<PAGE>14
                             C&G DEC CAPITAL, INC.
                         (A Development Stage Company)

                     STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                       January 15, 1988 (Inception) to
                                  December 31, 2008
                                       (Continued)
<TABLE>
                                                                          Deficit
                                                                        Accumulated
                                                            Additional     During
                                           Common Stock       Paid-in   Development
                                         Shares    Amount     Capital       Stage      Total
                                         ------    ------     -------   -----------    -----

                                        <c>       <c>        <c>         <c>         <c>
Balance, December 31, 2006            2,506,300      251     $89,288       $(89,539)  $       -

Shares issued to Management
  directors at par, March 22, 2007    6,716,000      672           -              -         672

Shares issued to Management
   directors at par, April 11, 2007   1,500,000      150           -              -         150

Shares issued to director
  at par, June 14, 2007                  50,000        5           -              -           5

Shares issued to Management
  and directors at par,
  December 20, 2007                   1,500,000      150           -              -         150

Net loss for the year ended
  December 31, 2007                           -        -           -       (347,102)   (347,102)
                                     ----------   ------    --------       --------   ---------
Balance, December 31, 2007           12,272,300   $1,228    $105,638      $(436,641)   (329,775)

Net loss for the year ended
  December 31, 2008                           -        -           -       (380,063)   (380,063)
                                     ----------   ------    --------       --------   ---------
Balance, December 31, 2007           12,272,300   $1,228    $105,638      $(816,704)  $ (709,838)
                                 =========   =====    =======      ========   ========

</TABLE>
               See accompanying notes to financial statements.



<PAGE>15
                            C&G DEC CAPITAL, INC.
                        (A Development Stage Company)

                        NOTES TO FINANCIAL STATEMENTS

                               December 31, 2008

NOTE A- NATURE OF BUSINESS:
---------------------------
C&G DEC Capital, Inc., the "Company", is a Florida corporation which
became public when it's Registration Statement under the Securities Act
of 1933 filed with the Securities and Exchange Commission became
effective on July 20, 1990 and closed on December 31, 1990.

The company was engaged in the publication of a local newspaper
business.  In 1991, the company ceased doing business and has not
engaged in any enterprises since that time.  The company ceased
operations and has not functioned since the later part of 1991. The
company has remained as a nonfunctioning non-trading public shell
corporation with no assets to date.

NOTE B- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
---------------------------------------------------

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles in the United States of America requires
management to make estimates and assumptions that affect the amounts
reported in the financial statements and related notes.  Actual results
could differ from those estimates.

Basis of Presentation

These financial statements have been prepared in accordance with
generally accepted accounting principles in the United States of America
applicable for a Developmental Stage Company, as defined in Statements
of Financial Accounting Standards ("SFAS") No. 7, "Accounting and
Reporting by Development Stage Enterprises", and are expressed in U.S.
dollars.

Income Taxes

The Company accounts for income taxes using the asset and liability
method, which requires the determination of deferred tax assets and
liabilities based on the differences between the financial and tax bases
of assets and liabilities using enacted tax rates in effect for the year
in which differences are expected to reverse.  Deferred tax assets are
adjusted by a valuation allowance, if, based on the weight of available
evidence, it is more likely than not that some portion or all of the
deferred tax assets will not be realized.  A full valuation allowance
has been established by the Company on its loss carryforwards which came
about prior to the Company ceasing operations in 1991.



<PAGE>16

                           C&G DEC CAPITAL, INC.
                      (A Development Stage Company)

                      NOTES TO FINANCIAL STATEMENTS

                             December 31, 2008

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (continued)

Earnings Per Share

The Company computes per share amounts in accordance with SFAS No. 128,
"Earnings per Share".  SFAS No. 128 requires presentation of basic and
diluted EPS.  Basic EPS is computed by dividing the income (loss)
available to common stockholders by the weighted-average number of
common shares outstanding for the period.  Diluted EPS is based on the
weighted-average number of shares of common stock and common stock
equivalents outstanding during the period.  There were no common stock
equivalents outstanding at December 31, 2008 or 2007.

Stock based compensation
On January 1, 2006, the Company adopted the provisions of FAS No. 123R
"Share-Based Payment" ("FAS 123R") which requires recognition of stock-
based compensation expense for all share-based payments based on fair
value.

Recent Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued
Interpretation 48, "Accounting for Income Tax Uncertainties" ("FIN 48").
FIN 48 defines the threshold for recognizing the benefits of tax return
positions in the financial statements as "more-likely-than-not" to be
sustained by the taxing authority.  Recently issued literature also
provides guidance on the derecognition, measurement and classification
of income tax uncertainties, along with any related interest and
penalties.  FIN 48 also includes guidance concerning accounting for
income tax uncertainties in interim periods and increases the level of
disclosures associated with any recorded income tax uncertainties.  FIN
48 is effective for fiscal years beginning after December 15, 2006.  The
Company adopted the provisions of FIN 48 on January 1, 2007.  Adoption
of the provisions of FIN 48 did not have a material effect on the
Company's financial position, results of operations and liquidity.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option
for Financial Assets and Financial Liabilities ("SFAS 159").  SFAS 159
allows entities to measure at fair value many financial instruments and
certain other assets and liabilities that are not otherwise required to
be measured at fair value. SFAS 159 is effective for fiscal years
beginning after November 15, 2007.  The Company is currently evaluating
the potential impact, if any, that the adoption of SFAS No. 157 will
have on its consolidated financial statements.




<PAGE>17

                           C&G DEC CAPITAL, INC.
                       (A Development Stage Company)

                       NOTES TO FINANCIAL STATEMENTS

                             December 31, 2008

In December 2007, the FASB issued SFAS No. 141R, Business Combinations.
This standard establishes principles and requirements for how an
acquirer recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, any non-
controlling interest in the acquiree and the goodwill acquired.  This
statement also establishes disclosure requirements which will enable
users to evaluate the nature and financial effects of the business
combination.  SFAS No.141R is effective for us for acquisitions made
after November 30, 2009.  The Company is currently evaluating the
potential impact, if any, that the adoption of SFAS No. 141R will have
on its consolidated financial statements.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests
in Consolidated Financial Statements.  This standard outlines the
accounting and reporting for ownership interest in a subsidiary held by
parties other than the parent.  SFAS No. 160 is effective for our first
quarter of 2010.  The Company is currently evaluating the potential
impact, if any, that the adoption of SFAS No. 160 will have on its
consolidated financial statements.

NOTE C- GOING CONCERN:
----------------------

As indicated in the accompanying financial statements, the Company
incurred net losses of $816,704 for the period January 15, 1988
(Inception) to December 31, 2008 and is considered a company in the
development stage.  The Company is seeking to merge with a private
operating company and then will attempt to raise additional capital for
investment and working capital purposes.  There is no assurance that the
Company will find a successful merger candidate nor is there any
assurance that if a merger is successful that the Company will be able
to raise adequate additional capital in the equity markets.  These
matters raise substantial doubt about the Company's ability to continue
as a going concern.  However, the accompanying financial statements have
been prepared on a going concern basis, which contemplates the
realization of assets and satisfaction of liabilities in the normal
course of business.  These financial statements do not include any
adjustments relating to the recovery of the recorded assets or the
classification of the liabilities that might be necessary should the
Company be unable to continue as a going concern.



<PAGE>18

                            C&G DEC CAPITAL, INC.
                       (A Development Stage Company)

                        NOTES TO FINANCIAL STATEMENTS

                              December 31, 2008

NOTE D- STOCKHOLDERS' EQUITY (DEFICIT):
---------------------------------------

The Company completed a public offering on November 26, 1990.

On July 9, 2000, the Company issued 2,000,000 shares of its common stock
for services rendered by various individuals at par.  The shares were
valued at par as the Company had no operations and had nominal value.

On March 22, 2007, the Company approved and issued 6,716,000 shares of
stock to officers and directors or their assigns for a par value of
$0.0001.

On April 1, 2007, the Company entered into employment agreements with
two individuals to serve as its Chairman/Chief Executive Officer and its
President/Chief Operating Officer.  The terms of these agreements are
for three years and are automatically renewable for two additional three
year periods.  The employment agreements call for base salaries of
$180,000 each and bonuses of 3% of operating cash flow.  The Board of
Directors may increase the base salary each year.  The Company will also
reimburse each individual up to $2,000 in reasonable and necessary
business expenses each month.  Each individual is also entitled to
vacation and sick days, which may be carried forward from year to year
but will not be paid if unused.

On April 11, 2007, the Company approved and issued 1,500,000 shares of
stock to officers and directors or their assigns for par value or
$0.0001.  Additionally, the Company approved and issued 50,000 shares to
a director for par value or $0.0001.

On December 20, 2007, the Company approved the issuance of 1,500,000
shares of stock for par value to officers and directors in light of fact
they had not been paid for services performed.  The shares were valued
at par value of $0.0001 or $150.00.


NOTE E - COMMITMENTS AND CONTIGENCIES
-------------------------------------

On March 17, 2007, the Company entered a one year lease with monthly
rental payments of $1,200.  Lease payments of $14,400 and $11,400 have
been made by an officer of the Company on the Company's behalf for the
years ended December 31, 2008 and 2007, respectively.  The obligation to
the officer have been included in accrued expenses.  The Company
currently operates on a month to month basis under this lease.




<PAGE>19

C&G DEC CAPITAL, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2008

NOTE E - COMMITMENTS AND CONTIGENCIES continued

In relation to employment agreements, the following are the future
commitments:

Year               Amount
2009            $ 360,000
2010               90,000
                ---------
                $ 450,000

NOTE F - INCOME TAXES
---------------------

The Company follows Financial Accounting Statement No. 109 (SFAS No.
109).  Under this method, the Company recognizes a deferred tax
liability or asset for temporary differences between the tax basis of an
asset or liability and the related amount reported on the financial
statements.  The principal types of differences, which are measured at
the current tax rates, are net operating loss carry forwards. At
December 31, 2008, these differences resulted in a deferred tax asset of
approximately $178,000.  SFAS No. 109 requires the establishment of a
valuation allowance to reflect the likelihood of realization of deferred
tax assets.  Since realization is not assured, the Company has recorded
a valuation allowance for the entire deferred tax asset, and the
accompanying financial statements do not reflect any net asset for
deferred taxes at December 31, 2008.

The Company's net operating loss carry forwards amounted to
approximately $727,000 at December 31, 2008 and will expire between 2015
and 2023.




<PAGE>20

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

None

ITEM 9A.  CONTROLS AND PROCEDURES

Controls and Procedures.

(a)  As of December 31, 2008, the Chief Executive Officer and Chief
Financial Officer of the registrant carried out an evaluation of the
effectiveness of the registrant's "disclosure controls and procedures"
as defined in Securities Exchange Act of 1934 Rule 13a-15 and 15d-15.
Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that, as of the end of each period covered
by this report, the registrant's disclosure controls and procedures were
adequate and effective in timely alerting them to material information
relating to the registrant required to be included in the registrant's
periodic SEC filings.

(b) There were no changes in the registrant's internal control over
financial reporting that occurred during the year ended December 31,
2008 that materially affected, or are reasonably likely to materially
affect, the registrant's internal control over financial reporting.

ITEM 9B.  OTHER INFORMATION

None


<PAGE>21
                                  PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Board of Directors.  The following persons listed below have been
retained to provide services as director until the qualification and
election of his successor.  All holders of common stock will have the
right to vote for Directors of The registrant.  The board of directors
has primary responsibility for adopting and reviewing implementation of
the business plan of The registrant, supervising the development
business plan, review of the officers' performance of specific business
functions.  The board is responsible for monitoring management and from
time to time, to revise the strategic and operational plans of The
registrant.  Directors receive no cash compensation or fees for their
services rendered in such capacity.

The Executive Officers and Directors are:
<TABLE>
<CAPTION>
Name                                Position                      Term(s) of Office

                                   <c>                                <c>
Richard H. Tanenbaum, age 60      President, Director      January 1, 2006 to Present
                               Chief Executive Officer
                               Chief Financial Officer
Edward Whelan, age 57               Director               April 1, 2007 to Present
Theodore Urban, age 58              Director               April 11, 2007 to Present
George Jochum, age 75               Director               April 11, 2007 to Present
William Walling, age 72             Director               April 14, 2007 to Present
</TABLE>
Resumes:

Richard H. Tanenbaum.   Mr. Tanenbaum received a Bachelor of Science
degree from Bradley University in 1969 and a Juris Doctorate degree from
the Columbia Law School of the Catholic University of America in 1974,
where he was Managing Editor of the Law Review.  He has practiced law in
Washington, D.C. and Bethesda, MD since 1974, having worked with the
White House Executive Office of the President, an international law firm
(Jones, Day, Revis & Pogue), local law firm (Lerch, Early & Brewer), and
since 1984 in his own entrepreneurial sole practice, with an emphasis on
contract negotiations, the purchase and sale of businesses, loan and
real estate acquisitions, hospital development and management and
related tax matters.  He was a founder of Military Resale Group, Inc. in
October 1997, as a former Director and General Counsel and assumed the
same positions after the Reverse Acquisition in November 2001.  He also
is founder, Chairman and General Counsel of American Masterworks
Development Company.  In the past, Mr. Tanenbaum has started, operated
and managed many diverse businesses and served as a member of the Board
of Directors of numerous companies.  He also is active in local civic
affairs, having served as Chairman of the local Citizens Advisory Board,
co-founder and officer of Bethesda Urban Partnership, a downtown
management corporation, director of the Chamber



<PAGE>22

of Commerce, Rotary Club member/officer, founder and chairman of
mentoring program for needy children and coach of children's baseball
and basketball teams for many years.

Edward T. Whelan.  Mr., Director, COO/CCO/President, has most recently
served as Chairman and Chief Executive Officer of Military Resale Group,
Inc.  He negotiated and financed the acquisition of a private company
with revenue of $750,000, completed a reverse merger into a publicly
traded shell, with a twelve-fold growth rate of which revenues increased
to just under $10 million.  From April 1998 until October 2003, Mr.
Whelan served as the President and a principal stockholder of Xcel
Associates, Inc., a company engaged in providing financial consulting to
small and medium-sized companies, and to high net worth individuals.
From 1989 to December 2001, Mr. Whelan served as President and a
principal shareholder of Shannon Investments, Inc., a consulting firm to
small and medium-sized companies.  From 1984 to 1989 Mr. Whelan was a
co-founder of Physicians Pharmaceutical Services, Inc. a publicly traded
company that made the Inc. Magazine's fastest growing companies in
America list.  From 1968 to 1971, Mr. Whelan attended St. Peters College
in Jersey City, New Jersey, where he majored in Economics.

George Jochum.  Mr. Jochum served as Chairman of the Board, President
and CEO of MAMSI, a holding Company for MD-IPA, OCI, Alliance, MAPSI &
MD-IPA Common.  When Mr. Jochum joined MAMSI and its predecessor
companies in 1987, the company was very close to bankruptcy, with 120
employees.  During the next five years MAMSI increased income from a
loss in 1986 to an income of over $15,000,000.  Under Mr. Jochum MAMSI
increased the number of employees to over 2,000, the revenues to over
$1,000,000,000, the doctor network to over 30,000 and the hospitals
network to over 350.  During this period, the number of insured
companies grew from 100 to 1,700.  MAMSI provided health insurance to
1,700,000 individuals in 1998.  Upon retiring from MAMSI, Mr. Jochum
assisted numerous other small developing companies.  He became CEO of
Zone Labs and worked with that company from 2002 to 2006.  Under Mr.
Jochum's guidance, Zone Labs became profitable within 10 months. When
Mr. Jochum retired from Zone Labs after 4 years, Zone Labs had retained
earnings of over a million dollars and an annual profit of approximately
$1,200,000 on revenues of $14,000,000.

Theodore W. Urban.  Mr. Urban graduated from Cornell University in 1971
with a B.S. in Electrical Engineering.  He received his J.D. in 1974
from the Columbus School of Law at Catholic University, where he served
as an Editor of the Law Review.  Mr. Urban served as General Counsel to
Ferris, Baker Watts, Inc. and its predecessor, Ferris & Company, Inc.
since 1984 until his retirement in March, 2007.  He was an Executive
Vice President of the Firm, and served as a member of its Board of
Directors since 1985.  He also was a member of the Firm's Executive
Committee and the Investment Screening Committee, and served as Trustee
of the Firm's Employee Stock Ownership Plan and its 401K Employee
Savings Plan.  Mr. Urban also was Chairman of the Board of TCA TrustCorp
America, a trust company affiliate of Ferris, Baker Watts, Inc.



<PAGE>23

Prior to joining Ferris, Mr. Urban was Deputy Director of the Commodity
Futures Trading Commission's Division of Trading and Markets and served
as the Commission's Liaison to the National Futures Association.  He
previously had served as an Assistant Director of the Securities and
Exchange Commission's Division of Market Regulation, with responsibility
for the Division's oversight of both exchange and NASD self-regulatory
practices.  Mr. Urban serves on the Board of Directors of the Maryland
Chamber of Commerce and as Vice Chairman of the Board of Investment
Trustees for the Montgomery County Public Schools' Employees Pension and
Retirement System.  He has participated in the Montgomery County
Corporate Partnership for Managerial Excellence, Montgomery SUCCESS, and
Leadership Maryland (1996).  Mr. Urban currently serves as a member of
the District of Columbia's Securities Advisory Committee and has served
as a member of the NASDR's National Adjudicatory Council, on the NASD's
District Committee for District 9 (as Chairman in 1997).  He has served
on a number of other securities industry committees and periodically
serves as an arbitrator for the NYSE, NASD and NFA.

William N. Walling, Jr.  Mr. William N. Walling, Jr. received a Bachelor
of Arts degree in economics (honors) from Michigan State University in
1957.  Mr. Walling earned a M.B.A. in corporate finance (honors) from
New York University in 1962 and became a Chartered Financial Analyst in
1964.  Since January 2002, Mr. Walling has been self-employed as a
securities analyst.  In February and March 2003, Mr. Walling was also
employed as a transaction analyst for a broker/dealer.

Section 16(a) Beneficial Ownership Reporting Compliance

To The registrant's knowledge, no director, officer or beneficial owner
of more than ten percent of any class of equity securities of the
registrant failed to file on a timely basis reports required by Section
16(a) of the Exchange Act during 2006.

Code of Ethics Policy

We have not yet adopted a code of ethics that applies to our principal
executive officer, principal financial officer, principal accounting
officer or controller or persons performing similar functions.

Corporate Governance.

There have been no changes in any state law or other procedures by which
security holders may recommend nominees to our board of directors.  In
addition to having no nominating committee for this purpose, we
currently have no specific audit committee and no audit committee
financial expert.  Based on the fact that our current business affairs
are simple, any such committees are excessive and beyond the scope of
our business and needs.

Recent Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued
Interpretation 48, "Accounting for Income Tax Uncertainties" ("FIN 48").
FIN 48 defines the threshold for recognizing the benefits of tax

<PAGE>24

return positions in the financial statements as "more-likely-than-not"
to be sustained by the taxing authority.  Recently issued literature
also provides guidance on the derecognition, measurement and
classification of income tax uncertainties, along with any related
interest and penalties.  FIN 48 also includes guidance concerning
accounting for income tax uncertainties in interim periods and increases
the level of disclosures associated with any recorded income tax
uncertainties.  FIN 48 is effective for fiscal years beginning after
December 15, 2006.  The Company adopted the provisions of FIN 48 on
January 1, 2007.  Adoption of the provisions of FIN 48 did not have a
material effect on the Company's financial position, results of
operations and liquidity.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option
for Financial Assets and Financial Liabilities ("SFAS 159").  SFAS 159
allows entities to measure at fair value many financial instruments and
certain other assets and liabilities that are not otherwise required to
be measured at fair value. SFAS 159 is effective for fiscal years
beginning after November 15, 2007.  The Company is currently evaluating
the potential impact, if any, that the adoption of SFAS No. 157 will
have on its consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141R, Business Combinations.
This standard establishes principles and requirements for how an
acquirer recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, any non-
controlling interest in the acquiree and the goodwill acquired.  This
statement also establishes disclosure requirements which will enable
users to evaluate the nature and financial effects of the business
combination.  SFAS No.141R is effective for us for acquisitions made
after November 30, 2009.  The Company is currently evaluating the
potential impact, if any, that the adoption of SFAS No. 141R will have
on its consolidated financial statements.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests
in Consolidated Financial Statements.  This standard outlines the
accounting and reporting for ownership interest in a subsidiary held by
parties other than the parent.  SFAS No. 160 is effective for our first
quarter of 2010.  The registrant is currently evaluating the potential
impact, if any, that the adoption of SFAS No. 160 will have on its
consolidated financial statements.

Indemnification.

The registrant shall indemnify to the fullest extent permitted by, and
in the manner permissible under the laws of the State of Florida, any
person made, or threatened to be made, a party to an action or
proceeding, whether criminal, civil, administrative or investigative, by
reason of the fact that he is or was a director or officer of The
registrant, or served any other enterprise as director, officer or
employee at the request of The registrant.  The board of directors, in
its discretion, shall have the power on behalf of the registrant to



<PAGE>25

indemnify any person, other than a director or officer, made a party to
any action, suit or proceeding by reason of the fact that he/she is or
was an employee of The registrant.

Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of The
registrant, The registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by The registrant of expenses incurred or paid
by a director, officer or controlling person of The registrant in the
successful defense of any action, suit or proceedings) is asserted by
such director, officer, or controlling person in connection with any
securities being registered, The registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issues.

INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING THE REGISTRANT FOR
LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933 IS HELD TO BE
AGAINST PUBLIC POLICY BY THE SECURITIES AND EXCHANGE COMMISSION AND IS
THEREFORE UNENFORCEABLE.


ITEM 11. EXECUTIVE COMPENSATION

 The following cash compensation has been paid by the registrant to its
executive officers, during which there was one officer.
<TABLE>
<CAPTION>
                                                                    Long Term Compensation
                       Annual Compensation                            Awards               Payouts
 (a)                    (b)     (c)            (d)      (e)      (f)     (g)      (h)            (i)
                                                       Other                                    All
Name                                                   Annual Restricted         LTIP           Other
and                                                    Compen-   Stock  Options/ Pay-          Compen-
Principal                       Salary        Bonus    sation    Awards  SARs    Outs          sation
Position                Year      ($)          ($)       ($)       ($)   ($)     ($)             ($)

                     <c>       <c>          <c>       <c>       <c>    <c>    <c>             <c>

Richard H. Tanenbaum
Chief Executive Officer  2006       -           -         -         -      -      -               -
                         2007       -           -         -         -      -      -               -
                         2008       -           -         -         -      -      -               -
Edward Whelan
Chief Operating Officer  2006       -           -         -         -      -      -               -
                         2007       -           -         -         -      -      -               -
                         2008       -           -         -         -      -      -               -
</TABLE>
The registrant entered into employment agreements with Messr. Tanenbaum
and Whelan.  The agreements have a term of three years beginning in
April 1, 2007.  There is an automatic renewal for two successive three
year periods.  Each officer shall receive an annual income of $180,000
with a bonus of three percent of operating cash flows.

<PAGE>26

Board of Directors Compensation.  Currently, board members receive no
special compensation for meetings or time incurred.  Director liability
insurance may be provided to all members of the Board of Directors.  No
differentiation shall be made for any further compensation of "outside
directors" and those officers of the registrant serving in that
capacity.

Stock Option Plan.  The registrant shall implement an employee stock
option program.  The specifics of the plan have yet to be determined.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS.

The following tabulates holdings of shares of The registrant by each
person who, subject to the above, holds of record or is known by
management to own beneficially more than 5.0% of the common shares and,
in addition, by all directors and officers of The registrant
individually and as a group.   Each named beneficial owner has sole
voting and investment power with respect to the shares set forth
opposite his name.

              Shareholdings at December 31, 2008
<TABLE>
                                                      Percentage of
                            Number & Class(1)          Outstanding
Name and Address                  of Shares           Common Shares

   
                             <c>                    <c>

Richard H. Tanenbaum         Direct           0             0.00%
6259 Executive Blvd.(2)    Indirect   2,900,000            23.94%
Rockville, MD 20852

Edward T. Whelan             Direct           0              0.00%
135 First Street(4)        Indirect   2,600,000	             24.14%
Condo 2F
Keyport, NJ  07735

Theodore W. Urban                       400,000              3.71%
13428 Doncaster Lane
Colesville, MD 20904

George Jochum                           275,000              2.38%
30 Lake Forrest Drive
Oakland, MD 21550

William N. Walling                       50,000              0.46%
61 Duncan Avenue, Apt. 2A
Jersey City, New Jersey 07304

All Directors and Officers
As a Group (5 persons)          Direct  725,000	              6.73%
                    Direct & Indirect 6,225,000             57.79%

<PAGE>27

5% or more Shareholders

RBD Trust(2)                           2,900,000            23.94%
c/o James C. Fielding, Jr.
Trustee
6010 Executive Blvd. #900
Rockville, MD 20852

Grace Holding(3)                         300,000            11.97%
Harbor View 2-F
135 First Street
Keyport, NJ 07735-1748

Atlantic Investment Trust(4)
U/A Dated 01/01/99                       300,000            11.97%
Richard H. Tanenbaum, Esq.,
Trustee
6259 Executive Blvd.
Rockville, MD 20852

Michael A. Dermer                        257,700            10.28%
1109 N 21 Avenue
Suite 120
Hollywood FL 33020
</TABLE>
(1)Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, beneficial ownership of a security consists of sole or shared
voting power (including the power to vote or direct the voting) and/or
sole or shared investment power (including the power to dispose or
direct the disposition) with respect to a security whether through a
contract, arrangement, understanding, relationship or otherwise.

Unless otherwise indicated, each person indicated above has sole power
to vote, or dispose or direct the disposition of all shares beneficially
owned, subject to applicable unity property laws.

(2)Family trust for benefit of Richard H. Tanenbaum and his two sons

(3)Corporation owned by Atlantic Investment Trust

(4)Trust for benefit of children and grandchildren of Edward T. Whelan


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.

Certain Relationships and Related Transactions.

None

Director Independence.

Our officers and directors are not independent as such term is defined by a
national securities exchange or an inter-dealer quotation system.



<PAGE>28

During the fiscal year ended December 31, 2008, there were no transactions
with related persons other than as described in the section above entitled
"Item 10.  Executive Compensation".


ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Audit Fees.  We incurred aggregate fees and expenses of approximately
$5,663 and $10,400, respectively, from Meyler & Company, LLC for the
2008 and 2007 fiscal years.  Such fees included work completed for our
annual audits and for the review of our financial statements included in
our Form 10-K.

Audit Related Fees. We did not incur any audit related fees from Meyler
& Company, LLC during fiscal 2008 and 2007.

Tax Fees. We did not incur any aggregate tax fees and expenses from
Meyler & Company, LLC for the 2008 and 2007 fiscal years for
professional services rendered for tax compliance, tax advice, and tax
planning.

All Other Fees. We did not incur any other fees from Meyler & Company,
LLC during fiscal 2008 and 2007.

The board of directors, acting as the Audit Committee considered
whether, and determined that, the auditor's provision of non-audit
services was compatible with maintaining the auditor's independence.
All of the services described above for fiscal year 2008 were approved
by the Board of Directors pursuant to its policies and procedures.  We
intend to continue using Meyler & Company, LLC solely for audit and
audit-related services, tax consultation and tax compliance services,
and, as needed, for due diligence in acquisitions.



<PAGE>29
                                   Part IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)(1)  List of Financial statements included in Part II hereof

Balance Sheets, December 31, 2008 and 2007
Statements of Operations for the years ended December 31, 2008 and 2007
Statements of Stockholders' Equity for the year ended December 31, 2008
Statements of Cash Flows for the years ended December 31, 2008 and 2007
Notes to the Financial Statements

(a)(2) List of Financial Statement schedules included in Part IV hereof:
None

(a)(3) Exhibits

The following of exhibits are filed with this report:

(31) 302 certification

(32) 906 certification



<PAGE>30

SIGNATURES

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

Date:    May 15, 2009

C&G DEC Capital, Inc.

/s/ Richard H. Tanenbaum
------------------------------
By: Richard H. Tanenbaum, President

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

/s/Richard H. Tanenbaum            CEO/CFO              May 18, 2009
-------------------             Controller/Director

/s/Edward Whelan                   Director             May 18, 2009
-------------------

/s/Theodore Urban                  Director             May 18, 2009
-------------------

/s/George Jochum                   Director             May 18, 2009
-------------------

/s/William Walling                 Director             May 18, 2009
-------------------


Do the employment contracts need to be mentioned here?
RAB- The Company is accruing rent due to Rick
Correct statement- RAB, this is correct
The Company has cash and operating cash flows
I believe shares have been issued to various Board members
Not for meetings