SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




Amendment No.1 to
FORM 10-K




(Mark
One)




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




For
the fiscal year ended December 31, 2008




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




For the
transition period from ___________ to ___________




Commission
File No. 000-51877




4301,
INC.


(Name
of small business issuer in its charter)




DELAWARE(State
      or other jurisdiction of
                incorporation
      or organization)
              (IRS
      Employer Identification No.)




19800
      MacArthur Blvd., Irvine, California
              92612(Address
      of principal executive offices)
              (Zip
      Code)




(949)
798-6138


(Registrant’s
telephone number, including area code)




Securities
      registered under Section 12(b) of the Exchange Act:Title
      of each class registered:
              Name
      of each exchange on which registered:None
              NoneSecurities
      registered under Section 12(g) of the Exchange Act:Common
      Stock, par value $.001
                (Title
      of class)




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


Yes x              No
o




Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act.


Yes  x               No o




Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of the registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. o




Indicate
by check mark whether the registrant is a large accelerated filer, an
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
            x(Do
      not check if a smaller reporting company)




Revenues
for year ended December 31, 2008:




Aggregate
market value of the voting common stock held by non-affiliates of
the registrant as of December 31, 2008, was: $0




Number of
shares of the registrant’s common stock outstanding as of March 13, 2009 was:
100,000




Documents
Incorporated by Reference: None.











TABLE
OF CONTENTS




PART
      I
              
              1ITEM 1.
              DESCRIPTION OF
      BUSINESS
              1ITEM 2.
              DESCRIPTION OF PROPERTY
              2ITEM 3.
              LEGAL
      PROCEEDINGS
              2ITEM 4.
              SUBMISSION OF MATTERS TO A VOTE OF
      SECURITY HOLDERS
              2PART
      II
              
              2ITEM 5.
              MARKET FOR COMMON EQUITY AND RELATED
      STOCKHOLDER MATTERS
              3ITEM 6.
              MANAGEMENT’S DISCUSSION
      OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
              4ITEM 7.
              FINANCIAL STATEMENTS AND
      SUPPLEMENTARY DATA
              4ITEM 8.
              CHANGES IN AND DISAGREEMENTS WITH
      ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
    DISCLOSURES
              5ITEM 8A.
              CONTROLS AND
      PROCEDURES
              5PART
      III
              
              5ITEM 9.
              DIRECTORS AND EXECUTIVE OFFICERS OF
      THE REGISTRANT
              6ITEM 10.
              EXECUTIVE
      COMPENSATION
              7ITEM
      11.
              SECURITY OWNERSHIP OF CERTAIN
      BENEFICIAL OWNERS AND MANAGEMENT
              7ITEM 12.
              CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS
              8PART
      IV
              
              8ITEM 13.
              EXHIBITS LIST AND REPORTS ON FORM
      8-K
              8ITEM 14.
              PRINCIPAL ACCOUNTANT FEES AND
      SERVICES
              8SIGNATURES
              
              9





















PART
I




ITEM
      1.
            DESCRIPTION OF BUSINESS




General




4301,
Inc. was incorporated on December 9, 2005 under the laws of the State of
Delaware to engage in any lawful corporate undertaking, including, but not
limited to, selected mergers and acquisitions. We have been in the developmental
stage since inception and have no operations to date other than issuing shares
to our original shareholder.




We will
attempt to locate and negotiate with a business entity for the combination of
that target company with us. The combination will normally take the form of a
merger, stock- for-stock exchange or stock-for-assets exchange. In most
instances the target company will wish to structure the business combination to
be within the definition of a tax-free reorganization under Section 351 or
Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can
be given that we will be successful in locating or negotiating with any target
company.




We have
been formed to provide a method for a foreign or domestic private company to
become a reporting (“public”) company whose securities are qualified for trading
in the United States secondary market.




Perceived
Benefits




There are
certain perceived benefits to being a reporting company with a class of
publicly- traded securities. These are commonly thought to include the
following:




-
            the
      ability to use registered securities to make acquisitions of assets or
      businesses;-
            increased
      visibility in the financial community;-
            the
      facilitation of borrowing from financial institutions;-
            improved
      trading efficiency;-
            shareholder
      liquidity;-
            greater
      ease in subsequently raising capital;-
            compensation
      of key employees through stock options for which there may be a market
      valuation;-
            enhanced
      corporate image;-
            a
      presence in the United States capital
market.




Potential Target
Companies




A
business entity, if any, which may be interested in a business combination with
us may include the following:




-
            a
      company for which a primary purpose of becoming public is the use of its
      securities for the acquisition of assets or businesses;-
            a
      company which is unable to find an underwriter of its securities or is
      unable to find an underwriter of securities on terms acceptable to
      it;-
            a
      company which wishes to become public with less dilution of its common
      stock than would occur upon an underwriting;-
            a
      company which believes that it will be able to obtain investment capital
      on more favorable terms after it has become public;-
            a
      foreign company which may wish an initial entry into the United States
      securities market;




1




-
            a
      special situation company, such as a company seeking a public market to
      satisfy redemption requirements under a qualified Employee Stock Option
      Plan;-
            a
      company seeking one or more of the other perceived benefits of becoming a
      public company.




A
business combination with a target company will normally involve the transfer to
the target company of the majority of our issued and outstanding common stock,
and the substitution by the target company of its own management and board of
directors.




No
assurances can be given that we will be able to enter into a business
combination, as to the terms of a business combination, or as to the nature of
the target company.




Employees




We have
no full time employees. Our president has agreed to allocate a portion of his
time to the activities of the Company, without compensation. The president
anticipates that our business plan can be implemented by his devoting no more
than 10 hours per month to the business affairs of the Company and,
consequently, conflicts of interest may arise with respect to the limited time
commitment by such officer.




ITEM
      2.
            DESCRIPTION OF PROPERTY




We have
no properties and at this time have no agreements to acquire any properties. We
currently use the offices of management at no cost to us. Management has agreed
to continue this arrangement until we complete an acquisition or
merger.




ITEM
      3.
            LEGAL PROCEEDINGS




We are
not presently parties to any litigation, nor to our knowledge and belief is any
litigation threatened or contemplated.




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




None.




PART
II




ITEM
      5.
            MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS




No Public Market for Common
Stock




There is
no trading market for our Common Stock at present and there has been no trading
market to date. There is no assurance that a trading market will ever develop
or, if such a market does develop, that it will continue.




The
Securities and Exchange Commission has adopted Rule 15g-9 which establishes the
definition of a “penny stock,” for purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require: (i)
that a broker or dealer approve a person’s account for transactions in penny
stocks and (ii) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and quantity of the
penny stock to be purchased. In order to approve a person’s account for
transactions in penny stocks, the broker or dealer must (i) obtain financial
information and investment experience  and objectives of the person; and
(ii) make a reasonable determination that the transactions in penny stocks are
suitable for that person and that person has sufficient knowledge and experience
in financial matters to be capable of evaluating the risks of transactions in
penny stocks. The broker or dealer must also deliver, prior to any transaction
in a penny stock, a disclosure schedule prepared by the Commission relating to
the penny stock market, which, in highlight form, (i) sets forth the basis
on which the broker or dealer made the suitability determination and (ii) that
the broker or dealer received a signed, written agreement from the investor
prior to the transaction. Disclosure also has to be made about the risks of
investing in penny stocks in both public offerings and in secondary trading, and
about commissions payable to both the broker-dealer and the registered
representative, current quotations for the securities and the rights and
remedies available to an investor in cases of fraud in penny stock transactions.
Finally, monthly statements have to be sent disclosing recent price information
for the penny stock held in the account and information on the limited market in
penny stocks.




2




Holders




There is
one holder of our Common Stock. The issued and outstanding shares of our Common
Stock were issued in accordance with the exemptions from registration afforded
by Section 4(2) of the Securities Act of 1933.




Dividends




Since
inception we have not paid any dividends on our common stock. We currently do
not anticipate paying any cash dividends in the foreseeable future on our common
stock, when issued pursuant to this offering. Although we intend to retain our
earnings, if any, to finance the exploration and growth of our business, our
Board of Directors will have the discretion to declare and pay dividends in the
future.




Payment
of dividends in the future will depend upon our earnings, capital requirements,
and other factors, which our Board of Directors may deem relevant.




Recent Sales of Unregistered
Securities




None.




Equity Compensation Plan
Information




The
following table sets forth certain information as of December 31, 2008, with
respect to compensation plans under which our equity securities are authorized
for issuance:




(a)
            (b)
            (c)_________________
            _________________
            _________________Number
      of securities to be issued upon exercise of outstanding options, warrants
      and rights
            Weighted-average
      exercise price of outstanding options, warrants and rights
            Number
      of securities remaining available for future issuance under equity
      compensation plans (excluding securities reflected in column
      (a))Equity
      compensation
            NonePlans
      approved bySecurity
      holdersEquity
      compensation
            NonePlans
      not approvedBy
      security holdersTotal




ITEM
      6.
            MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATIONS




Plan of
Operation




The
Registrant is continuing its efforts to locate a merger Candidate for the
purpose of a merger. It is possible that the registrant will be successful in
locating such a merger candidate and closing such merger. However, if the
registrant cannot effect a non-cash acquisition, the registrant may have to
raise funds from a private offering of its securities under Rule 506 of
Regulation D. There is no assurance the registrant would obtain any such equity
funding.




3




Results of
Operation




The
Company did not have any operating income from inception (December 9, 2005)
through December 31, 2008. For the year ended December 31, 2008, the registrant
recognized a net loss of $3,250. Some general and administrative expenses from
inception were accrued. Expenses from inception were comprised of costs mainly
associated with legal, accounting and office.




Liquidity and Capital
Resources




At
December 31, 2008, the Company had no capital resources and will rely upon the
issuance of common stock and additional capital contributions from shareholders
to fund administrative expenses pending acquisition of an operating
company.




Management
anticipates seeking out a target company through solicitation. Such solicitation
may include newspaper or magazine advertisements, mailings and other
distributions to law firms, accounting firms, investment bankers, financial
advisors and similar persons, the use of one or more World Wide Web sites
and similar methods. No estimate can be made as to the number of persons who
will be contacted or solicited. Management may engage in such solicitation
directly or may employ one or more other entities to conduct or assist in
such solicitation. Management and its affiliates will pay referral fees to
consultants and others who refer target businesses for mergers into public
companies in which management and its affiliates have an interest. Payments are
made if a business combination occurs, and may consist of cash or a portion of
the stock in the Company retained by management and its affiliates, or
both.




Yusuke
Matsuo will supervise the search for target companies as potential candidates
for a business combination. Yusuke Matsuo will pay, as his own expenses, any
costs he incurs in supervising the search for a target company.




Yusuke
Matsuo may enter into agreements with other consultants to assist in locating a
target company and may share stock received by it or cash resulting from the
sale of its securities with such other consultants. Yusuke Matsuo controls us
and therefore has the authority to enter into any agreement binding us. Yusuke
Matsuo as our sole officer, director and only shareholder can authorize any such
agreement binding us. See "ITEM 4:




ITEM
      7.
            FINANCIAL STATEMENTS




4







4301,
Inc.
 (a
development stage company)
 
 FINANCIAL
STATEMENTS
 
 
 
 AS
OF DECEMBER 31, 2008
 
 
 
 
 
  
 4301,
Inc.
 (a
development stage company)
 Financial
Statements Table of Contents
 
 
 
 
 FINANCIAL
      STATEMENTS
                  Page
      #Independent Registered Auditor
      Report
                  F-1Balance Sheet
                  F-2Statement of Operations and
      Retained Deficit
                  F-3Statement of Stockholders
      Equity
                  F-4Cash Flow
    Statement
                  F-5Notes to the Financial
      Statements
                  F-6
 
 
 
  Report
of Independent Registered Public Accounting Firm
   To the
Board of Director and shareholders
  We have
audited the accompanying balance sheet of 4301, Inc. as of December 31, 2008 and
2007 and the related statement of operations, stockholders’ equity, and cash
flows for the twelve months ended December 31, 2008 and 2007 and from inception
(December 9, 2005) through the year then ended December 31, 2008. These
financial statements are the responsibility of company’s management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
 
 We
conducted our audit in accordance with standards of The Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statements presentation. We believe that our audit provides a
reasonable basis for our opinion.
  In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of   4301 Inc. at
December 31, 2008 and 2007 and the results of its operations and its cash flows
for the twelve months ended December 31, 2008 and 2007 and from inception
(December 9, 2005) through 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. The Company has suffered losses from
operations and has a net capital deficiency that raise substantial doubt about
its ability to continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
 
  /s/ James Gately
 Gately
& Associates, L.L.C.
 Lake
Mary, FL
 January
14, 2009
 
 F-1
 
 
 4301,
      Inc.(a
      development stage company)BALANCE
      SHEETAs
      of December 31, 2008 and 2007ASSETSCURRENT ASSETS
                                
                                12/31/2008
                                
                                
                                12/31/2007Cash
                                
                                $
                                -
                                
                                
                                $
                                -Total
      Current Assets
                                
                                
                                -
                                
                                
                                
                                -TOTAL
      ASSETS
                                
                                $
                                -
                                
                                
                                $
                                -LIABILITIES AND STOCKHOLDERS'
      EQUITYCURRENT LIABILITIESAccrued
      Expenses
                                
                                $
                                7,500
                                
                                
                                $
                                4,250Total
      Current Liabilities
                                
                                
                                7,500
                                
                                
                                
                                4,250TOTAL
      LIABILITIES
                                
                                $
                                7,500
                                
                                
                                $
                                4,250STOCKHOLDERS' EQUITYPreferred Stock
      - Par value $0.001;Authorized:
      10,000,000None
      issues and outstanding
                                
                                $
                                -
                                
                                
                                $
                                -Common
      Stock - Par value $0.001;Authorized:
      100,000,000Issued
      and Outstanding: 100,000
                                
                                
                                100
                                
                                
                                
                                100Additional
      Paid-In Capital
                                
                                
                                -
                                
                                
                                
                                -Accumulated
      Deficit
                                
                                
                                (7,600
                                )
                                
                                
                                (4,350
                                )Total
      Stockholders' Equity
                                
                                
                                (7,500
                                )
                                
                                
                                (4,250
                                )TOTAL
      LIABILITIES AND EQUITY
                                
                                $
                                -
                                
                                
                                $
                                -
   The
accompanying notes are an integral part of these financial
statements.
 F-2
   4301,
      Inc.(a
      development stage company)STATEMENT
      OF OPERATIONSFor
      the twelve months ending December 31, 2008 and 2007 andfrom
      inception (December 9, 2005) through December 31, 200812
      MONTHS
                                        
                                        
                                        12
      MONTHS
                                        
                                        
                                        FROMENDING
                                        
                                        
                                        ENDING
                                        
                                        
                                        INCEPTION12/31/2008
                                        
                                        
                                        12/31/2007
                                        
                                        
                                        TO
      12/31/08REVENUE
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        -COST OF SERVICES
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -GROSS PROFIT OR (LOSS)
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -GENERAL AND ADMINISTRATIVE
      EXPENSES
                                        
                                        
                                        3,250
                                        
                                        
                                        
                                        2,500
                                        
                                        
                                        
                                        7,600NET INCOME (LOSS)
                                        
                                        
                                        (3,250
                                        )
                                        
                                        
                                        (2,500
                                        )
                                        
                                        
                                        (7,600
                                        )ACCUMULATED DEFICIT, BEGINNING
      BALANCE
                                        
                                        
                                        (4,350
                                        )
                                        
                                        
                                        (1,850
                                        )
                                        
                                        
                                        -ACCUMULATED DEFICIT, ENDING
      BALANCE
                                        
                                        $
                                        (7,600
                                        )
                                        
                                        $
                                        (4,350
                                        )
                                        
                                        $
                                        (7,600
                                        )Earnings (loss) per share
                                        
                                        $
                                        (0.03
                                        )
                                        
                                        $
                                        (0.03
                                        )Weighted average number of common
      shares
                                        
                                        
                                        100,000
                                        
                                        
                                        
                                        100,000
   The
accompanying notes are an integral part of these financial
statements.
 F-3
  4301,
      Inc.(a
      development stage company)STATEMENT
      OF STOCKHOLDERS' EQUITYFrom
      inception (December 9, 2005) through December 31, 2008COMMON
                        
                        
                        ACCUM.
                        
                        
                        TOTALSHARES
                        
                        
                        STOCK
                        
                        
                        DEFICIT
                        
                        
                        EQUITYStock
      issued on acceptance
                        
                        
                        100,000
                        
                        
                        $
                        100
                        
                        
                        $
                        -
                        
                        
                        $
                        100of
      incorporation expensesDecember
      9, 2005Net
      Income (Loss)
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        (400
                        )
                        
                        
                        (400
                        )Total,
      December 31, 2005
                        
                        
                        100,000
                        
                        
                        
                        100
                        
                        
                        
                        (400
                        )
                        
                        
                        (300
                        )Net
      Income (Loss)
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        (1,450
                        )
                        
                        
                        (1,450
                        )Total,
      December 31, 2006
                        
                        
                        100,000
                        
                        
                        
                        100
                        
                        
                        
                        (1,850
                        )
                        
                        
                        (1,750
                        )Net
      Income (Loss)
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        (2,500
                        )
                        
                        
                        (2,500
                        )Total,
      December 31, 2007
                        
                        
                        100,000
                        
                        
                        
                        100
                        
                        
                        
                        (4,350
                        )
                        
                        
                        (4,250
                        )Net
      Income (Loss)
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        (3,250
                        )
                        
                        
                        (3,250
                        )Total,
      December 31, 2008
                        
                        
                        100,000
                        
                        
                        $
                        100
                        
                        
                        $
                        (7,600
                        )
                        
                        $
                        (7,500
                        )
   The
accompanying notes are an integral part of these financial
statements.
 F-4
   4301,
      Inc.(a
      development stage company)STATEMENTS
      OF CASH FLOWSFor
      the twelve months ending December 31, 2008 and 2007 andfrom
      inception (December 9, 2005) through December 31, 200812
      MONTHS
                                
                                
                                12
      MONTHS
                                
                                
                                FROMENDING
                                
                                
                                ENDING
                                
                                
                                INCEPTIONCASH FLOWS FROM OPERATING
      ACTIVITIES
                                
                                12/31/2008
                                
                                
                                12/31/2007
                                
                                
                                TO
      12/31/08Net
      income (loss)
                                
                                $
                                (3,250
                                )
                                
                                $
                                (2,500
                                )
                                
                                $
                                (7,600
                                )Stock
      issued as compensation
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                100Increase
      (Decrease) in Accrued Expenses
                                
                                
                                3,250
                                
                                
                                
                                2,500
                                
                                
                                
                                7,500Total
      adjustments to net income
                                
                                
                                3,250
                                
                                
                                
                                2,500
                                
                                
                                
                                7,600Net
      cash provided by (used in) operating activities
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -CASH FLOWS FROM INVESTING
      ACTIVITIESNone
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -Net
      cash flows provided by (used in) investing activities
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -CASH FLOWS FROM FINANCING
      ACTIVITIESNone
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -Net
      cash flows provided by (used in) financing activities
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -CASH RECONCILIATIONNet
      increase (decrease) in cash
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -Cash
      - beginning balance
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -CASH BALANCE - END OF
PERIOD
                                
                                $
                                -
                                
                                
                                $
                                -
                                
                                
                                $
                                -
 
 The
accompanying notes are an integral part of these financial
statements.
 F-5
 
 
 
 4301,
Inc.
 (a
development stage company)
 NOTES
TO FINANCIAL STATEMENTS
 
  1.   Summary
of significant accounting
policies:
  Industry:
  4301,
Inc. (the Company), a Company incorporated in the state of Delaware as of
December 9, 2005 plans to locate and negotiate with a business entity for the
combination of that target company with The Company. The combination will
normally take the form of a merger, stock-for-stock exchange or stock-for-assets
exchange. In most instances the target company will wish to structure the
business combination to be within the definition of a tax-free reorganization
under Section 351 or Section 368 of the Internal Revenue Code of 1986, as
amended. No assurances can be given that The Company will be successful in
locating or negotiating with any target company.
  The Company has been
formed to provide a method for a foreign or domestic private company to become a
reporting ("public") company whose securities are qualified for trading in the
United States secondary market.
  The Company has adopted
its fiscal year end to be December 31.
  Results of Operations and Ongoing Entity:
  The Company is considered
to be an ongoing entity for accounting purposes; however, there is substantial
doubt as to the Company's ability to continue as a going concern. The Company's
shareholders fund any shortfalls in The Company's cash flow on a day to day
basis during the time period that The Company is in the development
stage.
  Liquidity and Capital Resources:
  In addition to the
stockholder funding capital shortfalls; The Company anticipates interested
investors that intend to fund the Company's growth once a business is
located.
  Cash and Cash Equivalents:
  The Company considers cash
on hand and amounts on deposit with financial institutions which have original
maturities of three months or less to be cash and cash equivalents.
  Basis of Accounting:
  The Company's financial
statements are prepared in accordance with U.S. generally accepted accounting
principles.
  Income Taxes:
  The Company utilizes the
asset and liability method to measure and record deferred income tax assets and
liabilities. Deferred tax assets and liabilities reflect the future income tax
effects of temporary differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax bases and
are measured using enacted tax rates that apply to taxable income in the years
in which those temporary differences are expected to be recovered or settled.
Deferred tax assets are reduced by a valuation allowance when in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. At this time, The Company has set up an
allowance for deferred taxes as there is no company history to indicate the
usage of deferred tax assets and liabilities.
   F-6
 
 Fair Value of Financial Instruments:
  The Company's financial
instruments may include cash and cash equivalents, short-term investments,
accounts receivable, accounts payable and liabilities to banks and shareholders.
The carrying amount of long-term debt to banks approximates fair value based on
interest rates that are currently available to The Company for issuance of debt
with similar terms and remaining maturities. The carrying amounts of other
financial instruments approximate their fair value because of short-term
maturities.
  Concentrations of Credit Risk:
  Financial instruments
which potentially expose The Company to concentrations of credit risk consist
principally of operating demand deposit accounts. The Company's policy is to
place its operating demand deposit accounts with high credit quality financial
institutions. At this time The Company has no deposits that are at
risk.
  2.   Related Party Transactions and Going
Concern:
  The Company's financial
statements have been presented on the basis that it is a going concern in the
development stage, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. At this time The
Company has not identified the business that it wishes to engage
in.
  The Company's shareholder
funds The Company's activities while The Company takes steps to locate and
negotiate with a business entity for combination; however, there can be no
assurance these activities will be successful.
  3.Accounts Receivable and Customer Deposits:
  Accounts receivable and
Customer deposits do not exist at this time and therefore have no allowances
accounted for or disclosures made.
  4.   Use of Estimates:
  Management uses estimates
and assumptions in preparing these financial statements in accordance with
generally accepted accounting principles. Those estimates and assumptions affect
the reported amounts of assets and liabilities, the disclosure of contingent
assets and liabilities, and the reported revenue and expenses. Management has no
reason to make estimates at this time.
  5.   Revenue and Cost Recognition:
  The Company uses the
accrual basis of accounting in accordance with generally accepted accounting
principles for financial statement reporting.
  6.   Accrued Expenses:
  Accrued
expenses consist of accrued legal, accounting and office costs during this stage
of the business.
  7.   Operating Lease Agreements:
  The Company has
no agreements at this time.
   F-7
 
 8.   Stockholder's Equity:
  Preferred stock includes
10,000,000 shares authorized at a par value of $0.001, of which none are issued
or outstanding.
  Common Stock includes
100,000,000 shares authorized at a par value of $0.001, of which 100,000 have
been issued for the amount of $100 on December 31, 2005 in acceptance of the
incorporation expenses for the Company.
  9.   Required Cash Flow Disclosure for Interest and Taxes
Paid:
  The company has paid no
amounts for federal income taxes and interest. The Company issued 100,000 common
shares of stock to its sole shareholder in acceptance of the incorporation
expenses for the Company.
  10.  Earnings Per Share:
  Basic earnings per share
("EPS") is computed by dividing earnings available to common shareholders by the
weighted-average number of common shares outstanding for the period as required
by the Financial Accounting Standards Board (FASB) under Statement of Financial
Accounting Standards (SFAS) No. 128, "Earnings per Shares". Diluted EPS reflects
the potential dilution of securities that could share in the
earnings.
  11.  Income Taxes:
  The Company has available
net operating loss carryforwards for financial statement and federal income tax
purposes. These loss carryforwards expire if not used within 20 years from the
year generated. The Company's management has decided a valuation allowance is
necessary to reduce any tax benefits because the available benefits are more
likely than not to expire before they can be used.  These net
operating losses expire as the following, $400 at 2025, $1,450 at 2026, $2,500
at 2027 and $3,250 at 2028.
  The Company's management
determines if a valuation allowance is necessary to reduce any tax benefits when
the available benefits are more likely than not to expire before they can be
used.  The tax based net operating losses create tax benefits in the
amount of $950 from inception through December 31, 2008.
  Deferred income taxes
reflect the net tax effects of temporary differences between the carrying
amounts of assets and liabilities for financial statement purposes and the
amounts used for income tax purposes. Significant components of the Company's
deferred tax liabilities and assets as of December 31, 2008 are as
follows:
  Deferred
      tax assets:Federal
      net operating loss
                                  
                                  $
                                  1,140State
      net operating loss
                                  
                                  
                                  380Total
      deferred tax assets
                                  
                                  
                                  1,520Less
      valuation allowance
                                  
                                  
                                  (1,520
                                  )$
                                  0
 The
reconciliation of the effective income tax rate to the federal statutory rate is
as follows:
 Federal
      income tax rate
                                          
                                          
                                          (15.0
                                          %)State
      tax, net of federal benefit
                                          
                                          
                                          (5.0
                                          %)Increase
      in valuation allowance
                                          
                                          
                                          20.0
                                          %Effective
      income tax rate
                                          
                                          
                                          0.0
                                          %
 12.  Subsequent
Events:
 
 None
known at this time.
 
 
 F-8




ITEM
      8.
            CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
      FINANCIAL DISCLOSURE




Our
accountant is Gately & Associates, LLC, CPAs, independent certified public
accountants. We do not presently intend to change accountants. At no time have
there been any disagreements with such accountants regarding any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure.




ITEM
      8A.
            CONTROLS AND PROCEDURES





Evaluation of disclosure
controls and procedures





Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
Exchange Act of 1934, as amended (Exchange Act), as of December 31, 2007. Based
on this evaluation, our principal executive officer and principal financial
officers have concluded that our disclosure controls and procedures are
effective to ensure that information required to be disclosed by us in the
reports we file or submit under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in the Securities and
Exchange Commission’s rules and forms and that our disclosure and controls are
designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is accumulated and
communicated to our management, including our principal executive and principal
financial officers, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.




MANAGEMENT’S
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING




Management
of the Company is responsible for establishing and maintaining effective
internal control over financial reporting as defined in Rule 13a-15(f) under the
Exchange Act.  The Company’s internal control over financial reporting
is designed to provide reasonable assurance to the Company’s management and
Board of Directors regarding the preparation and fair presentation of published
financial statements in accordance with United State’s generally accepted
accounting principles (US GAAP), including those policies and procedures
that: (i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of
the company, (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with US GAAP and that receipts and expenditures are being made only
in accordance with authorizations of management and directors of the
company, and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the
company’s assets that could have a material effect on the financial
statements.




Management
conducted an evaluation of the effectiveness of internal control over financial
reporting based on the framework in Internal Control—Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway
Commission.  Management’s assessment included an evaluation of the
design of our internal control over financial reporting and testing of the
operational effectiveness of our internal control over financial
reporting.  Based on this assessment, Management concluded the Company
maintained effective internal control over financial reporting as of December
31, 2008.




Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation.




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




Changes in internal
controls




We have
not made any changes to our internal controls subsequent to the Evaluation Date.
We have not identified any deficiencies or material weaknesses or other factors
that could significantly affect these controls, and therefore, no corrective
action was taken.




5




PART
III




ITEM
      9.
            DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS:
      COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
  ACT




We have
one Director and Officer as follows:




Name
                Age
                Positions
      and Offices HeldYusuke
      Matsuo
                
                President/Director




Yusuke
Matsuo was appointed as a member of the Company’s Board of Directors and as the
Company’s President, Chief Executive Officer, Chairman of the Board, and Chief
Financial Officer and Principal Accounting Officer each as of March 27,
2007. From January 1, 2007 to the present Mr. Matsuo has been doing research to
establish his own employment agency and internet-based
employment advertising site in Japan.  He has also been employed
on a per diem basis doing work such as moving jobs, construction jobs, delivery
jobs, and factory jobs.  From May 7, 2006 to December 28, 2006 Mr.
Matsuo worked for Kluster, Co. Ltd., an employment agency, as a Branch Operation
Coordinator. In that capacity he was responsible for managing the day to day
activity of the employment agency, specifically coordinating workers to job
sites, preparing daily management reports, and managing compensation for
workers.  From June 2, 2003 to April 25, 2006 Mr. Matsuo worked as a
Branch Manager for Master Piece Co, Ltd. where he was responsible for managing
day to day activity of employment agency and training office
staff.   Yusuke Matsuo, the sole officer and director of the Company
is not an officer and director of any other blank check companies .
  There are
no agreements or understandings for the officer or director to resign at the
request of another person and the above-named officer and director is not acting
on behalf of nor will act at the direction of any other
person.





Term of
Office




Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors and hold
office until removed by the board.




All
officers and directors listed above will remain in office until the next annual
meeting of our stockholders, and until their successors have been duly elected
and qualified. There are no agreements with respect to the election of
Directors. We have not compensated our Directors for service on our Board of
Directors, any committee thereof, or reimbursed for expenses incurred for
attendance at meetings of our Board of Directors and/or any committee of our
Board of Directors. Officers are appointed annually by our Board of Directors
and each Executive Officer serves at the discretion of our Board of Directors.
We do not have any standing committees. Our Board of Directors may in the future
determine to pay Directors’ fees and reimburse Directors for expenses related to
their activities.




None of
our Officers and/or Directors have filed any bankruptcy petition, been convicted
of or been the subject of any criminal proceedings or the subject of any order,
judgment or decree involving the violation of any state or federal securities
laws within the past five (5) years.




Audit
Committee




We do not
have a standing audit committee of the Board of Directors. Management has
determined not to establish an audit committee at present because of our limited
resources and limited operating activities do not warrant the formation of an
audit committee or the expense of doing so. We do not have a financial expert
serving on the Board of Directors or employed as an officer based on
management’s belief that the cost of obtaining the services of a person who
meets the criteria for a financial expert under Item 401(e) of Regulation S-B is
beyond its limited financial resources and the financial skills of such an
expert are simply not required or necessary for us to maintain effective
internal controls and procedures for financial reporting in light of the limited
scope and simplicity of accounting issues raised in its financial statements at
this stage of its development.




6




Certain Legal
Proceedings




No
director, nominee for director, or executive officer of the Company has appeared
as a party in any legal proceeding material to an evaluation of his ability or
integrity during the past five years.




Compliance With Section
16(A) Of The Exchange Act.




Section
16(a) of the Exchange Act requires the Company’s officers and directors, and
persons who beneficially own more than 10% of a registered class of the
Company’s equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and are required to
furnish copies to the Company. To the best of the Company’s knowledge, any
reports required to be filed were timely filed in fiscal year ended December 31,
2008.




Code of
Ethics




The
Company has adopted a Code of Ethics applicable to its Chief Executive Officer
and Chief Financial Officer. This Code of Ethics is filed herewith as an
exhibit.




ITEM
      10.
            EXECUTIVE COMPENSATION




Compensation of Executive
Officers





The
following summary compensation table sets forth all compensation awarded to,
earned by, or paid to the named executive officers paid by us during the fiscal
years ended December 31, 2008 and 2007 in all capacities for the accounts of our
executives, including the Chief Executive Officer (CEO) and Chief Financial
Officer (CFO):





SUMMARY
COMPENSATION TABLE





Name
      and Principal Position
                Year
                
                Salary
                  ($)
                
                
                Bonus
                  ($)
                
                
                Stock
      Awards
                  ($)
                
                Option
      Awards
                  ($)
                
                
                Non-Equity
      Incentive Plan Compensation ($)
                
                
                Non-Qualified
      Deferred Compensation Earnings
                  ($)
                
                
                All
      Other Compensation
                  ($)
                
                
                Totals
                  ($)Yusuke
      Matsuo
                  President,
      Chief
                2007
                
                $
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                $
                0Executive
      Officer,
                2006
                
                $
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                $
                0Chief
      Financial Officer





Employment
Agreements




We do not
have any employment agreements in place with our sole officer and
director.




ITEM
      11.
            SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT




The
following table sets forth each person known by us to be the beneficial owner of
five percent or more of the Company's Common Stock, all directors individually
and all directors and officers of the Company as a group. Except as noted, each
person has sole voting and investment power with respect to the shares
shown.




Name
      and Address of
                  Beneficial
      Owner
                Amount
      of Beneficial Ownership
                Percentage
      of ClassYusuke
      Matsuo
                100,000
                100%All
      Executive Officers
                  and
      Directors as a Group (1 Person)
                100,000
                100%




7




ITEM
      12.
            CERTAIN RELATIONSHIPS AND RELATED
  TRANSACTIONS.




We
currently use the offices of management at no cost to us. Management has agreed
to continue this arrangement until we complete an acquisition or
merger.




PART
IV




ITEM
      13.
            EXHIBITS




Method of Filing
                Exhibit Number
                Exhibit TitleIncorporated
      by reference to Exhibit 3.1 to Form 10SB filed on April 3, 2006 (File No.
      000-51877)
                3.1
                Certificate
      of Incorporation of 4301, Inc.Incorporated
      by reference to Exhibit 3.2 to Form 10SB filed on April 3, 2006 (File No.
      000-51877)
                3.2
                By-LawsFiled
      with the original Form 10-KSB on March 13, 2008
                14
                Code
      of EthicsFiled
      herewith
                31.1
                Certification
      of Yusuke Matsuo pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.Filed
      herewith
                32.1
                Certification
      of Yusuke Matsuo pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
      Section 906 of the Sarbanes-Oxley Act of
2002.




ITEM
      14.
            PRINCIPAL ACCOUNTANT FEES AND
  SERVICES




Audit
Fees




For the
Company’s fiscal year ended December 31, 2008, we were billed approximately
$1,500.00 for professional services rendered for the audit and review of
financial statements included in our periodic and other reports filed with the
Securities and Exchange Commission for our year ended December 31,
2008




Tax Fees




For the
Company’s fiscal year ended December 31, 2006, we were not billed for
professional services rendered for tax compliance, tax advice, and tax
planning.




All Other
Fees




The
Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal year ended December 31, 2008.




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





8




SIGNATURES




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




4301,
Inc.




By:
              /s/
      Yusuke MatsuoChief
      Executive Officer
                  Chief
      Financial Officer, Principal Accounting Officer and
      Director




Dated:
            March  13,
      2009




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




Name
                  Title
                  Date/s/
      Yusuke Matsuo
                    Yusuke
      Matsuo
                  Chief
      Executive Officer
                        Chief
      Financial Officer,
                        Director,
      and Principal Accounting Officer
                  August
      5 , 2009