SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-KSB/A


(Amendment
No. 2 )




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




For
the fiscal year ended December 31,
2007




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. 000-51885




4309,
INC.


(Name of
small business issuer in its charter)





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




3707
      E. Southern Ave. Suite 1087-Box 1080
              Mesa,
      AZ
            85206(Address
      of principal executive offices)
            (Zip
      Code)





(480)
246-8030


(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 xNo o




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


Yes xNo
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-KSB or any
amendment to this Form 10-KSB. o




Revenues
for year ended December 31, 2007: $0




Aggregate
market value of the voting common stock held by non-affiliates of the
registrant as of December 31, 2007, was: $0




Number of
shares of the registrant’s common stock outstanding as of December 31,
2007 was: 100,000




Transitional
Small Business Disclosure Format:Yes oNo x














Explanatory
Note
 
 This
Annual Report on Form 10-KSB/A is filed as an amendment No. 2 to the
Annual Report on Form 10-KSB/ A filed by 4309, Inc. (the “Company”) on
July 25 , 2008. The Company is amending Item 8(a) (Controls and
Procedures) to conclude that our disclosure controls and procedures are
ineffective because we failed to include our Management’s Report on Internal
Control which was a failure to comply with the required disclosures under
provisions of Item 308 in Regulation S-K.





















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
            2ITEM
      6.
            MANAGEMENT’S
      DISCUSSION OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
            4ITEM
      7.
            FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
            FITEM
      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
            5ITEM
      10.
            EXECUTIVE
      COMPENSATION
            6ITEM
      11.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
            7ITEM
      12.
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS
            7PART
      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




4309,
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;-
            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.






1







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
part-time employees. Our president allocates a portion of his time to the
activities of the Company.





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 March 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










3







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.




Results of
Operation




The
Company did not have any operating income from inception (December 9, 2005)
through December 31, 2007, the registrant recognized a net loss of $400 in
2005; $1,450 in 2006; and $63,409 in 2007. 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, 2007 the Company had no capital resources and will rely
upon the issuance of common stock, loans 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.




Paul
Poetter will supervise the search for target companies as potential candidates
for a business combination. Paul Poetter will pay, as his own expenses, any
costs he incurs in supervising the search for a target company. Paul Poetter 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. Paul Poetter controls us and
therefore has the authority to enter into any agreement binding us. Paul Poetter
as our sole officer, director and only shareholder can authorize any such
agreement binding us.









4




ITEM 7.   FINANCIAL
STATEMENTS






4309,
Inc.


(A
DEVELOPMENT STAGE COMPANY)




FINANCIAL
STATEMENTS








AS
OF DECEMBER 31, 2007






4309,
Inc.


(a
development stage company)


Financial
Statements Table of Contents











FINANCIAL
      STATEMENTS
            Page
      #Independent
      Registered Auditors 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

















Gately
& Associates, LLC


Winter
Park, FL










REPORT
OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT




To the
Board of Directors and shareholder


4309,
Inc.








We
have audited the accompanying combined balance sheets of 4309, Inc. as of
December 31, 2007 and 2006 and the related combined statements of income and
retained earnings, and cash flows for the years ended December 31, 2007 and
2006. These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial
statements based on the audit.





We
conducted the audit in accordance with U.S. generally accepted auditing
standards. These standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that the audit provides a reasonable basis for our
opinion.





In
our opinion, the financial statements referred to above present fairly, in all
material respects, the combined financial position of 4309, Inc. as of December
31, 2007 and 2006, and the combined statements of income and retained earnings,
and cash flows for the years then ended in conformity with U.S. generally
accepted accounting principles.






Gately
& Associates, LLC


Winter
Park, FL


February
20, 2008





F-1










4309,
      Inc.(a
      development stage company)BALANCE
      SHEETAs
      of December 31, 2007 and December 31, 2006ASSETSCURRENT
      ASSETS
            
            12/31/2007
            
            
            12/31/2006Cash
            
            $
            8,437
            
            
            $
            -Total
      Current Assets
            
            
            8,437
            
            
            
            -TOTAL
      ASSETS
            
            $
            8,437
            
            
            $
            -LIABILITIES AND
      STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESAccrued
      Expenses
            
            $
            3,793
            
            
            $
            1,750Accrued
      Interest
            
            
            5,303
            
            
            
            -Shareholder
      Loan
            
            
            2,500
            
            
            
            -Demand
      Note Payable - Related Party
            
            
            62,000
            
            
            
            -Total
      Current Liabilities
            
            
            73,596
            
            
            
            1,750LONG-TERM
      LIABILITIESNone
            
            
            -
            
            
            
            -Total
      Long-term Liabilities
            
            
            -
            
            
            
            -TOTAL
      LIABILITIES
            
            $
            73,596
            
            
            $
            1,750STOCKHOLDERS'
      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
            
            
            (65,259
            )
            
            
            (1,850
            )Total
      Stockholders' Equity
            
            
            (65,159
            )
            
            
            (1,750
            )TOTAL
      LIABILITIES AND EQUITY
            
            $
            8,437
            
            
            $
            -




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




F-2






4309,
      Inc.(a
      development stage company)STATEMENT
      OF OPERATIONSFor
      the twelve months ending December 31, 2007 and 2006from
      inception (December 9, 2005) through December 31, 200712
      MONTHS
            
            
            12
      MONTHS
            
            
            FROMENDING
            
            
            ENDING
            
            
            INCEPTION12/31/2007
            
            
            12/31/2006
            
            
            TO
      12/31/07REVENUE
            
            $
            -
            
            
            $
            -
            
            
            $
            -COST OF
      SERVICES
            
            
            -
            
            
            
            -
            
            
            
            -GROSS PROFIT OR
      (LOSS)
            
            
            -
            
            
            
            -
            
            
            
            -GENERAL AND
      ADMINISTRATIVE EXPENSES
            
            
            63,409
            
            
            
            1,450
            
            
            
            65,259NET INCOME
      (LOSS)
            
            
            (63,409
            )
            
            
            (1,450
            )
            
            
            (65,259
            )ACCUMULATED DEFICIT,
      BEGINNING BALANCE
            
            
            (1,850
            )
            
            
            (400
            )
            
            
            -ACCUMULATED DEFICIT,
      ENDING BALANCE
            
            $
            (65,259
            )
            
            $
            (1,850
            )
            
            $
            (65,259
            )Earnings (loss) per
      share
            
            $
            (0.63
            )
            
            $
            (0.01
            )Weighted average
      number of common shares
            
            
            100,000
            
            
            
            100,000





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







F-3







4309,
      Inc.(a
      development stage company)STATEMENT
      OF STOCKHOLDERS' EQUITYFrom
      inception (December 9, 2005) through December 31, 2007COMMON
            
            
            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)
            
            
            
            
            
            
            
            
            
            
            (63,409
            )
            
            
            (63,409
            )Total,
      December 31, 2007
            
            
            100,000
            
            
            $
            100
            
            
            $
            (65,259
            )
            
            $
            (65,159
            )





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








F-4









4309,
      Inc.(a
      development stage company)STATEMENTS
      OF CASH FLOWSFor
      the twelve months ending December 31, 2007 and 2006from
      inception (December 9, 2005) through December 31, 200712
      MONTHS
            
            
            12
      MONTHS
            
            
            FROMENDING
            
            
            ENDING
            
            
            INCEPTIONCASH FLOWS FROM
      OPERATING ACTIVITIES
            
            12/31/2007
            
            
            12/31/2006
            
            
            TO
      12/31/07Net
      income (loss)
            
            $
            (63,409
            )
            
            $
            (1,450
            )
            
            $
            (65,259
            )Stock
      issued as compensation
            
            
            -
            
            
            
            -
            
            
            
            100Increase
      (Decrease) in Accrued Expenses
            
            
            7,346
            
            
            
            1,450
            
            
            
            9,096Total
      adjustments to net income
            
            
            7,346
            
            
            
            1,450
            
            
            
            9,196Net
      cash provided by (used in) operating activities
            
            
            (56,063
            )
            
            
            -
            
            
            
            (56,063
            )CASH FLOWS FROM
      INVESTING ACTIVITIESNone
            
            
            -
            
            
            
            -
            
            
            
            -Net
      cash flows provided by (used in) investing activities
            
            
            -
            
            
            
            -
            
            
            
            -CASH FLOWS FROM
      FINANCING ACTIVITIESProceeds
      from notes payable
            
            
            64,500
            
            
            
            -
            
            
            
            64,50064,500
            
            
            
            -
            
            
            
            64,500CASH
      RECONCILIATIONNet
      increase (decrease) in cash
            
            
            8,437
            
            
            
            -
            
            
            
            8,437Cash
      - beginning balance
            
            
            -
            
            
            
            -
            
            
            
            -CASH BALANCE - END OF
      PERIOD
            
            $
            8,437
            
            
            $
            -
            
            
            $
            8,437




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






F-5






4309,
Inc.


(a
development stage company)


NOTES
TO FINANCIAL STATEMENTS








1.Summary of significant
accounting policies:





Industry:





4309,
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 basis 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 and
others 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.
There can be no assurance these activities will be successful. At this time The
Company has not identified the business in which it wishes to
engage.





The
Company's shareholder funds The Company's activities while The Company takes
steps to locate and negotiate with a business entity for combination. As of
December 31, 2007 $2,500.00 in stockholder loans payable was used as operating
expenses and recorded in accounts payable and expenses.





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 tax, professional and office costs during this stage
of the business.





7. Operating Lease
Agreements:





The
Company has no agreements at this time.





8. Demand Note
Payable:





On August
1, 2007 the Company entered into an multiple advance note with 4309 Acquisition
Trust whereby the Company may borrow up to $500,000.  The terms allow
interest set to be accrued at the applicable federal rate as given by the
Internal Revenue Service.  At December 31, 2007 the Company had a
principal balance owed in the amount of $62,000 plus accrued
interest.








F-7




9. 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.





10. 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.




11. 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.





12. 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.





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.  These losses may be limited
by the Internal Revenue Service when there is a change of control of the
Company.   Significant components of the Company's deferred tax
liabilities and assets as of December 31, 2007 are as follows:





Deferred
      tax assets:Federal
      net operating loss
            
            $
            9,789State
      net operating loss
            
            
            3,263Total
      deferred tax assets
            
            
            13,052Less
      valuation allowance
            
            
            (13,052
            )$
            --





The
Company has provided a 100% valuation allowance on the deferred tax assets at
December 31, 2007 to reduce such asset to zero, since there is no assurance that
the Company will generate future taxable income to utilize such asset.
Management will review this valuation allowance requirement periodically and
make adjustments as warranted.







F-8






The
reconciliation of the effective income tax rate to the federal statutory rate
for the periods ended December 31, 2007 and December 31, 2006 is as
follows:




2007
            
            2006Federal
      income tax rate
            
            
            (15.0
            %)
            
            (15.0
            %)State
      tax, net of federal benefit
            
            
            (5.0
            %)
            
            (5.0
            %)Increase
      in valuation allowance
            
            
            20.0
            %
            
            20.0
            %Effective
      income tax rate
            
            
            0.0
            %
            
            0.0
            %








13. Changes in Control of
Registrant:




On July
24, 2007 (the "Effective Date"), a total of 100,000 shares, or 100%, of the
issued and outstanding common stock of the Company changed hands in a personal
transaction.  In a change of control of a Company with net operating
loss carryforwards there may be limitations in the amounts the Company can
carryforward.









F-9








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
officer have concluded that our disclosure controls and procedures are not
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 based on the material weakness described
below:
 
 -
              We
      failed to include the Management’s Report on Internal Control Over
      Financial Reporting in our Form 10-KSB filed on April 1,
      2008.
 
 We are
developing a plan to ensure that all information will be recorded, processed,
summarized and reported accurately, and as of the date of this report, we have
taken the following steps to address the above-referenced material weaknesses in
our internal control over financial reporting:
 
 1.
              We
      have amended the Form 10-KSB to include the Management’s Report on
      Internal Controls Over Financial
Reporting;
 
 2.
              We
      will continue to educate our management personnel to comply with the
      disclosure requirements of Securities Exchange Act of 1934 and Regulation
      S-K; and
 
 3.
              increase
      management oversight of accounting and reporting functions in the
      future.


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, 2007.
  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.






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 two Officers, a President/Assistant Secretary and Vice
President/Secretary as follows:





Name
            Age
            Positions
      and Offices HeldPaul
      D. Poetter
            54
            President/Assistant
      Secretary/DirectorRichard
      V. Savchenko
            64
            Vice
      President/Secretary





There are
no agreements or understandings for the officers or director to resign at the
request of another person and the above-named officers and director is not
acting on behalf of nor will act at the direction of any other
person.





Our
director and officers held no positions and offices with the Company held during
the last five years.




Mr. Paul
D. Poetter, a native Arizonian, has participated in many types of management
genres from 6 SIGNA to Critical Path to Lean Cell in relation to construction,
insurance, Government subcontracting, international monetary transactions and
has proven himself as a problem solver.  Over the years, Mr. Poetter
has worked with many, intelligent, out-of-the-box thinkers and combined with his
ability to access a situation, quickly deduce a remedy, he has envisioned and
consulted on many large multi hundred-million dollar projects and programs here
in the USA and China.





Mr.
Richard Savchenko retired after 28 years with Marathon Oil Company of Texas
City, Texas in 1996.  Prior to that, he had served six years in the
United States Navy, with two tours in Vietnam.  Mr. Savchenko was
first employed by Marathon Oil as a field hand and he work his way up the ladder
to retire as Chief Operator.  Since his retirement, he has had the
opportunity to work on the design and development of several large public works
projects with Mr. Paul D. Poetter and others.   Mr. Savchenko is
accredited in oil refinery management and maintenance, including chemical and
steam engineering, as they relate to oil refining operations, by Texas A & M
University, and accredited in refinery and oil field fire resolution by Texas A
& M University, under the direction of the United States Navy
Dept.







6






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.




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, 2007.




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, 2007 and 2006 in all capacities for the
accounts of our executives, including the Chief Executive Officer (CEO) and
Chief Financial Officer (CFO):










7





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
              ($)Paul
      Poetter President, Chief
            
            
            2007
            
            
            $41,583
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            $41,583Executive
      Officer,
            
            
            2006
            
            
            $0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            $0Chief
      Financial OfficerRichard
      Savchenko Vice
            
            
            2007
            
            
            $6,913
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            $6,913President,
      Secretary
            
            
            2006
            
            
            $0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            $0





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
      ClassPaul
      Poetter
            100,000
            100%3707
      E. Southern Ave.Suite
      1087, Box 1080Mesa,
      AZ, 85206All
      Executive Officersand
      Directors as a Group
            100,000
            100%(2
      Person)








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.









8




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, 2007 (File No.
      000-51885)
            3.1
            Certificate
      of Incorporation of 4309, Inc.Incorporated
      by reference to Exhibit 3.2 to Form 10SB filed on April 3, 2007 (File No.
      000-51885)
            3.2
            By-LawsIncorporated
      by reference to Form 10-KSB filed on April 1, 2008 (File No.
      000-51885)
            14
            Code
      of EthicsFiled
      herewith
            31.1
            Certification
      of Paul Poetter 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 Paul Poetter pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002.




ITEM14.PRINCIPAL ACCOUNTANT FEES AND
SERVICES




Audit
Fees




For the
Company’s fiscal year ended December 31, 2007, we were billed approximately
$5,000 for professional services rendered for the audit of our financial
statements. We were not billed for the review of financial statements included
in our periodic and other reports filed with the Securities and Exchange
Commission for our year ended December 31, 2007.




Tax Fees




For the
Company’s fiscal year ended December 31, 2007, we were not billed
by  ourprinciple accountant 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, 2007.










9








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.




4309, Inc.




By:
            /s/ Paul PoetterPresident/Director




Dated:
            August
      21 , 2008




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/
      Paul PoetterPaul
      Poetter
            President/Director
            August
      21 , 2008






10