SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-KSB




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 whetherthe
registrant(1) has
filed all reports required to be filed bySection 13or
15(d) of the Securities Exchange Act of 1934 duringthe preceding 12
months (or for such shorter period thatthe
registrantwas
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.


YesxNoo




Indicate by
check mark whetherthe
registrantis a shell
company as defined inRule12b-2of the
Exchange Act.


YesxNoo




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 ofthe
registrant’s knowledge, in
definitive proxy or information statementsincorporated by
referencein Part
III of this Form 10-KSB or any amendment to this Form 10-KSB.o




Revenues for
year endedDecember 31,
2007:
$0




Aggregate market
value of the voting common stock held by non-affiliates ofthe
registrantas ofDecember 31,
2007, was:
$0




Number of shares
ofthe
registrant’s common stock
outstanding as ofDecember31, 2007was:
100,000




Transitional
Small Business Disclosure Format:YesoNo x







Table of Contents






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
      OFTHE
      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
            8ITEM14.
            PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
            8SIGNATURES
            
            9









Table of Contents






PART I




ITEM 1.DESCRIPTION OF
BUSINESS




General




4309, Inc. was incorporated onDecember 9,
2005under 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
 Table of Contents







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
 Table of Contents





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 ofMarch
31, 2008, with respect to
compensation plansunder
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
 Table of Contents







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 thatthe
registrantwill be
successful in locating such a merger candidate and closing such merger. However,
if the registrant cannot effect a non-cash acquisition,the
registrantmay have
to raise funds from a private offering of its securities under Rule 506 of
Regulation D. There is no assurancethe
registrantwould
obtain any such equity funding.




Results of
Operation




The Company did
not have any operating income from inception (December 9,
2005) throughDecember 31,
2007,the
registrantrecognized 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




AtDecember 31,
2007the
Companyhad no
capital resources and will rely upon the issuance of common stock,
loansand
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 WideWeb
sitesand 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
referralfees 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
 Table of Contents





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
 
 Table of Contents
 
  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
 Table of Contents
  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
 Table of Contents
 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
 Table of Contents
 
 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
 Table of Contents
 
 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
 Table of Contents
 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
 Table of Contents







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
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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
 Table of Contents




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.








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 Table of Contents




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 underRule 13a-15(e)andRule 15d-15(e)promulgated under theSecurities Exchange Act of 1934, as
amended (Exchange Act), as ofDecember 31, 2007. Based on thisevaluation, our principal executive
officer and principal financial officer 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.




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 has been taken.





PART
III




ITEM 9.DIRECTORS, EXECUTIVE
OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE WITHSECTION
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 withthe Companyheld 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.






5
 Table of Contents




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 ourbylaws. 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 ofthe
Companyhas appeared as a
party in any legal proceeding material to an evaluation of his ability or
integrity during the past five years.




Compliance WithSection 16(A)Of The Exchange
Act.





Section 16(a)of the Exchange Act requiresthe
Company’sofficers 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 tothe
Company. To the best ofthe
Company’sknowledge, any reports required to be
filed were timely filed in fiscal year endedDecember31,2007.




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 isfiled
herewithas 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 endedDecember 31,2007and2006in all capacities for the accounts of
our executives, including the Chief Executive Officer (CEO) and Chief Financial
Officer (CFO):








6
 Table of Contents







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 ofthe Company's Common Stock, all directors
individually and all directors and officers ofthe Companyas 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.







7
 Table of Contents






PART
IV


ITEM 13.EXHIBITS




Method
      of Filing
            Exhibit
      Number
            Exhibit
      TitleIncorporated by reference to
      Exhibit 3.1 to Form 10SB filed onApril 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 onApril 3,2007(File No.000-51885)
            3.2
            By-LawsFiled
      herewith
            14
            Code
      of Ethics31.1
            Certification
      of Paul Poetter pursuant to 18 U.S.C. Section 1350 as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002.32.1
            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.






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 Table of Contents




SIGNATURES




Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934,the registranthas 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:
            March31,
  2008




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




Name
            Title
            Date/s/Paul
      Poetter
              Paul
      Poetter
            President/Director
            March31,
  2008






9