UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15 (d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2009

Commission file number:000-52776

|                                                      
|------------------------------------------------------
|NEWTOWN LANE MARKETING, INCORPORATED                  
|                                                      
|(Exact Name of Registrant as Specified in its Charter)

|                                                              |  |                                     
|------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                      |  | 20-3547231                          
|                                                              |  |                                     
|(State
or Other Jurisdiction ofIncorporation or Organization) |  | (I.R.S.
Employer
Identification No.)

47 School Avenue


Chatham, New Jersey 07928


(Address of Principal Executive Offices)


Registrants telephone number, including area
code: (973) 635-4047

Securities registered pursuant to Section  12(b) of
the Act: None

Securities registered pursuant to section  12(g) of
the Act:

Common Stock, $.001 par value
(Title of class)

Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act.


Yes o No x


Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or Section
15(d) of the Act.


Yes o No x


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


Yes x No o


Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate
Web site, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files).


Yes o No o


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


o


Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a small
reporting company.

| |                           |  |                             | 
| | ------------------------- |  | --------------------------- | 
| | Large accelerated filer o |  | Accelerated filer o         | 
| |                           |  |                             | 
| | Non-accelerated filer o   |  | Smaller reporting company x | 

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


Yes x No o


The aggregate market value of
the common stock of the registrant held by non-affiliates of the registrant
(based upon the closing price on the NASDAQ Over the Counter Bulletin Board
of $5.50 per share on September 30, 2008) was approximately $1,028,912.5.

As of June 26, 2009,
1,375,755 shares of the registrants common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

NONE.

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NEWTOWN LANE MARKETING, INCORPORATED

Form 10-K Annual Report
Table of Contents

|            |                                                                                                               |   
|----------- | ------------------------------------------------------------------------------------------------------------- | --
|PART I      |                                                                                                               |   
|Item 1.     | Business                                                                                                      | 3 
|Item 1A.    | Risk Factors                                                                                                  | 6 
|Item 1B.    | Unresolved Staff Comments                                                                                     | 9 
|Item 2.     | Properties                                                                                                    | 9 
|Item 3.     | Legal Proceedings                                                                                             | 10
|Item 4.     | Submission of Matters to a Vote of Security Holders                                                           | 10
|PART II     |                                                                                                               |   
|Item 5.     | Market for Registrants Common Equity, Related Stockholder Matters
 and Issuer Purchases of Equity Securities | 10
|Item 6.     | Selected Financial Data                                                                                       | 10
|Item 7.     | Managements Discussion and Analysis of Financial Condition and
 Results of Operations                        | 11
|Item 7A.    | Quantitative and Qualitative Disclosures About Market Risk                                                    | 12
|Item 8.     | Financial Statements and Supplementary Data                                                                   | 12
|Item 9.     | Change in and Disagreements with Accountants on Accounting and Financial
 Disclosure                          | 13
|Item 9A(T). | Controls And Procedures                                                                                       | 13
|Item 9B.    | Other Information                                                                                             | 13
|PART III    |                                                                                                               |   
|Item 10.    | Directors, Executive Officers, and Corporate Governance                                                       | 14
|Item 11.    | Executive Compensation                                                                                        | 15
|Item 12.    | Security Ownership of Certain Beneficial Owners and Management and
 Related Stockholder Matters               | 16
|Item 13.    | Certain Relationships and Related Transactions, and Director
 Independence                                    | 16
|Item 14.    | Principal Accountant Fees and Services                                                                        | 17
|PART IV     |                                                                                                               |   
|Item 15.    | Exhibits and Financial Statement Schedules                                                                    | 17

FORWARD LOOKING STATEMENT INFORMATION


Certain statements made in this Annual Report
on Form 10-K are forward-looking statements regarding the plans and
objectives of management for future operations. Such statements involve known
and unknown risks, uncertainties and other factors that may cause our actual
results, performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. The forward-looking statements included herein are
based on current expectations that involve numerous risks and uncertainties.
Our plans and objectives are based, in part, on assumptions involving judgments
with respect to, among other things, future economic, competitive and market
conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond our control.
Although we believe that our assumptions underlying the forward-looking
statements are reasonable, any of the assumptions could prove inaccurate and,
therefore, there can be no assurance that the forward-looking statements
included in this report will prove to be accurate. In light of the significant
uncertainties inherent in the forward-looking statements included herein
particularly in view of the current state of our operations, the inclusion of
such information should not be regarded as a statement by us or any other
person that our objectives and plans will be achieved. Factors that could cause
actual results to differ materially from those expressed or implied by such
forward-looking statements include, but are not limited to, the factors set
forth herein under the headings Business, Managements Discussion and
Analysis of Financial Condition and Results of Operations and Risk
Factors. We undertake no obligation to revise or update publicly any
forward-looking statements for any reason. The terms we, our, us, or any
derivative thereof, as used herein refer to Newtown Lane Marketing,
Incorporated


(ii)

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PART
1

|        |          
|------- | ---------
|ITEM 1. | BUSINESS.

THE COMPANYS
HISTORY

Newtown Lane Marketing,
Incorporated (we, our, us or Newtown) was incorporated in Delaware on September 26,
2005. We are
a development stage company that until December 31, 2007, held the exclusive
license to exploit the Dreesens Donut Brand in the United States with the
exception of the states of Florida and Pennsylvania, and in Suffolk County, New
York, which the licensor, Dreesens, retained for itself. In August 2007 there
was a change in control, as detailed below, and we discontinued our efforts to
promote the Dreesens Donut Brand at that time. Accordingly, prior operations
in this regard are reflected in these financial statements as discontinued
operations.

CHANGE OF
OWNERSHIP TRANSACTIONS

On August 8, 2007 (the
Effective Date), we entered into and closed a Stock Purchase Agreement (the
Purchase Agreement) with Moyo Partners, LLC, a New York limited liability
company (Moyo) and R&R Biotech Partners, LLC, a Delaware limited liability
company (R&R collectively with Moyo, the Purchasers), pursuant to which
we sold to them, in the aggregate, approximately, four hundred forty seven
thousand nine hundred twenty five (447,925) shares (rounded-up) of our common
stock, par value $0.001 per share (Common Stock) and five hundred (500)
shares of our Series A Preferred Stock, par value $.001 per share (Series A
Preferred Stock), each share convertible at the option of the holder into,
approximately, one thousand four hundred eighty two (1,482) shares (rounded-up)
of Common Stock, for aggregate gross proceeds to us of $600,000. The shares of
Series A Preferred Stock were convertible only to the extent there were a
sufficient number of shares of Common Stock available for issuance upon any such
conversion.

On the
Effective Date: (i) the Purchasers acquired control of Newtown, with (a)
R&R acquiring nine hundred fifty thousand nine hundred forty four (950,944)
shares (rounded-up) of Common Stock (assuming the conversion by R&R of the
four hundred (400) shares of Series A Preferred Stock it acquired pursuant to
the Purchase Agreement into five hundred ninety two thousand six hundred three
(592,603) shares (rounded-up) of Common Stock) constituting 72% of the then
issued and outstanding shares of Common Stock, and (b) Moyo acquiring two
hundred thirty seven thousand seven hundred thirty six (237,736) shares
(rounded-up) of Common Stock (assuming the conversion by Moyo of its one
hundred (100) shares of Series A Preferred Stock it acquired pursuant to the
Purchase Agreement into one hundred forty eight thousand one hundred fifty one
(148,151) shares (rounded-up) of Common Stock) constituting 18% of the then
issued and outstanding shares of Common Stock; and (ii) in full satisfaction of
our obligations under outstanding convertible promissory notes in the principal
amount of $960,000 (the December Notes), the Note holders of the December
Notes converted an aggregate of $479,811 of principal and accrued interest into
27,420 shares (rounded-up) of Common Stock and accepted a cash payment from us
in the aggregate amount of $625,030 for the remaining principal balance.

On the
Effective Date: (i) Arnold P. Kling was appointed to our Board of Directors
(Board) and served together with Vincent J. McGill, a then current director
who continued to serve until August 20, 2007, the effective date of his
resignation from our Board; (ii) all of our then officers and directors, with
the exception of Mr. McGill, resigned from their respective positions with us;
(iii) our Board appointed Mr. Kling as president and Kirk M. Warshaw as chief
financial officer and secretary; and (iv) we relocated our headquarters to
Chatham, New Jersey.

Following Mr. McGills
resignation from our Board on August 20, 2007, Mr. Kling became our sole
director and president.

On October 19, 2007, we put
into effect an amendment to our Certificate of Incorporation to increase to
100,000,000 the number of authorized shares of Common Stock available for
issuance (the Charter Amendment). As a result of the Charter
Amendment, as of October 19, 2007, we had adequate shares of Common Stock
available for issuance upon the conversion of all the issued and outstanding
shares of Series A Preferred Stock.

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On December
19, 2007, the holders of all the issued and outstanding shares of Series A
Preferred Stock elected to convert all of their shares into shares of Common
Stock. As a result, the 500 shares of Series A Preferred Stock outstanding were
exchanged for 740,754 shares of Common Stock.

On August 15, 2008 (the
Series A Preferred Elimination Date), all 500 shares of the Series A
Preferred Stock were returned to the status of authorized and unissued shares
of undesignated preferred stock, par value $.001 per shares. None of the Series
A Preferred Stock were outstanding as of the Series A Preferred Elimination
Date.

On August 29, 2008 (the
Reverse Split Effective Date), we implemented a 1 for 50 reverse stock split
(the Reverse Split) of the Common Stock. Pursuant to the Reverse Split, each
50 shares of Common Stock issued and outstanding as of the Reverse Split
Effective Date was converted into one (1) share of Common Stock. All share and
per share data herein has been retroactively restated to reflect the Reverse
Split.

In
December 2008, we sold 55,000
shares of restricted common stock to our Chief Financial Officer, for $2,000.
The issuance of these shares was exempt from registration pursuant to Sections
4(2) and 4(6) or the Securities Act of 1933, as amended (the Act). The stock
certificate representing these shares was imprinted with a legend restricting
transfer unless pursuant to an effective registration statement or an exemption
from registration under the Act.

As of March 31, 2009, our
authorized capital stock consisted of 100,000,000 shares of Common Stock and
1,000,000 shares of Preferred Stock of which 1,375,755 shares of Common Stock,
and no shares of Preferred Stock, were issued and outstanding. All shares of
Common Stock currently outstanding are validly issued, fully paid and non-assessable.

THE COMPANY
TODAY

Since the
Effective Date, our main purpose has been to serve as a vehicle to acquire an
operating business and we are currently considered a shell company in as much
as we are not generating revenues, do not own an operating business, and have
no specific plan other than to engage in a merger or acquisition transaction
with a yet-to-be identified operating company or business. Our principal business objective for
the next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with an operating business. We will not
restrict our potential candidate target companies to any specific business,
industry or geographical location and, thus, may acquire any type of business.
The analysis of new business opportunities will be undertaken by or under the
supervision of our officers and directors. We have no employees and no
material assets.

We currently
have no definitive agreements or understandings with any prospective business
combination candidates and there are no assurances that we will find a suitable
business with which to combine. The implementation of our business objectives
is wholly contingent upon a business combination and/or the successful sale of
our securities. We intend to utilize the proceeds of any offering, any sales of
equity securities or debt securities, bank and other borrowings or a
combination of those sources to effect a business combination with a target
business which we believe may have significant growth potential. While we may,
under certain circumstances, seek to effect business combinations with more
than one target business, unless additional financing is obtained, we will not
have sufficient proceeds remaining after an initial business combination to
undertake additional business combinations.

A common
reason for a target company to enter into a merger with a shell company is the
desire to establish a public trading market for its shares. Such a company
would hope to avoid the perceived adverse consequences of undertaking a public
offering itself, such as the time delays and significant expenses incurred to
comply with the various federal and state securities law that regulate initial
public offerings.

As a result of
our limited resources, unless and until additional financing is obtained we
expect to have sufficient proceeds to effect only a single business
combination. Accordingly, the prospects for our success will be entirely
dependent upon the future performance of a single business. Unlike certain
entities that have the resources to consummate several business combinations or
entities operating in multiple industries or multiple segments of a single
industry, we will not have the resources to diversify our operations or benefit
from the possible spreading of risks or offsetting of losses. A target business
may be dependent upon the development or market acceptance of a

4

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single or
limited number of products, processes or services, in which case there will be
an even higher risk that the target business will not prove to be commercially
viable.

Our officers
are only required to devote a very small portion of their time (less than 10%)
to our affairs on a part-time or as-needed basis. Our officers may be entitled
to receive compensation from a target company they identify or provide services
in connection with a business combination. We expect to use outside
consultants, advisors, attorneys and accountants as necessary, none of which
will be hired on a retainer basis. We do not anticipate hiring any full-time
employees so long as we are seeking and evaluating business opportunities.

We do not
expect our present management to play any managerial role for us following a
business combination. Although we intend to scrutinize closely the management
of a prospective target business in connection with our evaluation of a
business combination with a target business, our assessment of management may
be incorrect.

In evaluating
a prospective target business, we will consider several factors, including the
following:

|  |                                                                                                     
|- | ----------------------------------------------------------------------------------------------------
|- | experience
and skill of management and availability of additional personnel of the
target business; 
|  |                                                                                                     
|- | costs
associated with effecting the business combination;                                           
|  |                                                                                                     
|- | equity
interest retained by our stockholders in the merged entity;                                  
|  |                                                                                                     
|- | growth
potential of the target business;                                                            
|  |                                                                                                     
|- | capital
requirements of the target business;                                                        
|  |                                                                                                     
|- | capital
available to the target business;                                                           
|  |                                                                                                     
|- | stage of
development of the target business;                                                        
|  |                                                                                                     
|- | proprietary
features and degree of intellectual property or other protection of the
target business;
|  |                                                                                                     
|- | the
financial statements of the target business; and                                                
|  |                                                                                                     
|- | the
regulatory environment in which the target business operates.                                   

The foregoing
criteria are not intended to be exhaustive and any evaluation relating to the
merits of a particular target business will be based, to the extent relevant,
on the above factors, as well as other considerations we deem relevant. In
connection with our evaluation of a prospective target business, we anticipate
that we will conduct a due diligence review which will encompass, among other
things, meeting with incumbent management as well as a review of financial,
legal and other information.

The time and
costs required to select and evaluate a target business (including conducting a
due diligence review) and to structure and consummate the business combination
(including negotiating and documenting relevant agreements and preparing
requisite documents for filing pursuant to applicable corporate and securities
laws) cannot be determined at this time. Our president intends to devote only a
very small portion of his time to our affairs, and, accordingly, the
consummation of a business combination may require a longer time than if he
devoted his full time to our affairs. However, he will devote such time as he
deems reasonably necessary to carry out our business and affairs. The amount of
time devoted to our business and affairs may vary significantly depending upon,
among other things, whether we have identified a target business or are engaged
in active negotiation of a business combination.

We anticipate
that various prospective target businesses will be brought to our attention
from various sources, including securities broker-dealers, investment bankers,
venture capitalists, bankers and other members of the financial community,
including, possibly, the executive officers and our affiliates.

As a general
rule, federal and state tax laws and regulations have a significant impact upon
the structuring of business combinations. We will evaluate the possible tax
consequences of any prospective business combination and

5

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will endeavor
to structure a business combination so as to achieve the most favorable tax
treatment to our company, the target business and our respective stockholders.
There can be no assurance that the Internal Revenue Service or relevant state
tax authorities will ultimately assent to our tax treatment of a particular
consummated business combination. To the extent the Internal Revenue Service or
any relevant state tax authorities ultimately prevail in recharacterizing the
tax treatment of a business combination, there may be adverse tax consequences
to our company, the target business, and our respective stockholders.

We may acquire
a company or business by purchasing the securities of such company or business.
However, we do not intend to engage primarily in such activities. Specifically,
we intend to conduct our activities so as to avoid being classified as an
investment company under the Investment Company Act of 1940, as amended (the
Investment Act) and therefore avoid application of the costly and restrictive
registration and other provisions of the Investment Company Act and the
regulations promulgated thereunder.

Section 3(a)
of the Investment Company Act excepts from the definition of an investment
company an entity which does not engage primarily in the business of
investing, reinvesting or trading in securities, or which does not engage in
the business of investing, owning, holding or trading investment securities
(defined as all securities other than government securities or securities of
majority-owned subsidiaries) the value of which exceed 40% of the value of its
total assets (excluding government securities, cash or cash items). We intend
to operate any business in the future in a manner which will result in the
availability of this exception from the definition of an investment company.
Consequently, our acquisition of a company or business through the purchase and
sale of investment securities will be limited. Although we intend to act to
avoid classification as an investment company, the provisions of the Investment
Company Act are extremely complex and it is possible that we may be classified
as an inadvertent investment company. We intend to vigorously resist classification
as an investment company, and to take advantage of any exemptions or exceptions
from application of the Investment Company Act, which allows an entity a
one-time option during any three-year period to claim an exemption as a
transient investment company. The necessity of asserting any such resistance,
or making any claim of exemption, could be time consuming and costly, or even
prohibitive, given our limited resources.

Various
impediments to a business combination may arise, such as appraisal rights
afforded the stockholders of a target business under the laws of its state of
organization. This may prove to be deterrent to a particular combination.

|         |              
|-------- | -------------
|ITEM 1A. | RISK FACTORS.

IN ADDITION TO THE OTHER INFORMATION PROVIDED IN THIS
REPORT, YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING FACTORS IN EVALUATING OUR
BUSINESS, OPERATIONS AND FINANCIAL CONDITION. ADDITIONAL RISKS AND
UNCERTAINTIES NOT PRESENTLY KNOWN TO US, THAT WE CURRENTLY DEEM IMMATERIAL OR
THAT ARE SIMILAR TO THOSE FACED BY OTHER COMPANIES IN OUR INDUSTRY OR BUSINESS
IN GENERAL, SUCH AS COMPETITIVE CONDITIONS, MAY ALSO IMPAIR OUR BUSINESS
OPERATIONS. THE OCCURRENCE OF ANY OF THE FOLLOWING RISKS COULD HAVE A MATERIAL
ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

WE HAVE NO
RECENT OPERATING HISTORY OR BASIS FOR EVALUATING PROSPECTS.

Since the
Effective Date, we have no operating business or plans to develop one. We are
currently seeking to enter into a merger or business combination with another company.
To date, our efforts have been limited to meeting our regulatory filing
requirements and searching for a merger target.

6

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WE HAVE
LIMITED RESOURCES AND NO REVENUES FROM OPERATIONS, AND WILL NEED ADDITIONAL
FINANCING IN ORDER TO EXECUTE ANY BUSINESS PLAN.

We have
limited resources, no revenues from operations to date and our cash on hand may
not be sufficient to satisfy our cash requirements during the next twelve
months. In addition, we will not achieve any revenues (other than insignificant
investment income) until, at the earliest, the consummation of a merger and we
cannot ascertain our capital requirements until such time. Further limiting our
abilities to achieve revenues, in order to avoid status as an Investment
Company under the Investment Company Act, we can only invest our funds prior
to a merger in limited investments which do not invoke Investment Company
status. There can be no assurance that determinations ultimately made by us
will permit us to achieve our business objectives.

WE WILL BE
ABLE TO EFFECT AT MOST ONE MERGER, AND THUS MAY NOT HAVE A DIVERSIFIED
BUSINESS.

Our resources
are limited and we will most likely have the ability to effect only a single
merger. This probable lack of diversification will subject us to numerous economic,
competitive and regulatory developments, any or all of which may have a
material adverse impact upon the particular industry in which we may operate
subsequent to the consummation of a merger. We will become dependent upon the
development or market acceptance of a single or limited number of products,
processes or services.

WE DEPEND
SUBSTANTIALLY UPON OUR PRESIDENT, WHOSE EXPERIENCE IS LIMITED, TO MAKE ALL
MANAGEMENT DECISIONS.

Our ability to
effect a merger will be dependent upon the efforts of our president, Arnold
Kling. Notwithstanding the importance of Mr. Kling, we have not entered into
any employment agreement or other understanding with Mr. Kling concerning
compensation or obtained any key man life insurance on any of his life. The
loss of the services of Mr. Kling will have a material adverse effect on our
business objectives and success. We rely upon the expertise of Mr. Kling and do
not anticipate that we will hire additional personnel.

THERE MAY BE
CONFLICTS OF INTEREST BETWEEN OUR MANAGEMENT AND OUR NON-MANAGEMENT
STOCKHOLDERS.

Conflicts of
interest create the risk that management may have an incentive to act adversely
to the interests of other investors. Our officers may be entitled to receive
compensation from a target company they identify or provide services to in
connection with a business combination. A conflict of interest may arise
between our managements personal pecuniary interest and their fiduciary duty
to our stockholders. Further, our managements own pecuniary interest may at
some point compromise their fiduciary duty to our stockholders. In addition,
Mr. Kling, our president and sole director, and Mr. Warshaw, our chief
financial officer, are currently involved with other blank check offerings and
conflicts in the pursuit of business combinations with such other blank check
companies with which they and affiliates of our majority stockholder are, and
may in the future be affiliated with, may arise. If we and the other blank
check companies that our officers and directors are affiliated with desire to
take advantage of the same opportunity, then those officers and directors that
are affiliated with both companies would abstain from voting upon the
opportunity. Further, Rodman & Renshaw, LLC, a registered broker-dealer and
affiliate of our majority stockholder (Rodman & Renshaw),
may act as investment banker, placement agent or financial consultant to us in
connection with a potential business combination transaction and may receive a
fee and/or securities for such services. We cannot assure you that conflicts of
interest among us, our management, Rodman & Renshaw and our stockholders
will not develop.

7

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THERE IS
COMPETITION FOR THOSE PRIVATE COMPANIES SUITABLE FOR A MERGER TRANSACTION OF
THE TYPE CONTEMPLATED BY MANAGEMENT.

We are in a
highly competitive market for a small number of business opportunities which
could reduce the likelihood of consummating a successful business combination.
We are and will continue to be an insignificant participant in the business of
seeking mergers with, joint ventures with and acquisitions of small private and
public entities. A large number of established and well-financed entities,
including small public companies and venture capital firms, are active in
mergers and acquisitions of companies that may be desirable target candidates
for us. Nearly all these entities have significantly greater financial
resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination.
These competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.

FUTURE SUCCESS
IS HIGHLY DEPENDENT ON THE ABILITY OF MANAGEMENT TO LOCATE AND ATTRACT A
SUITABLE ACQUISITION.

The nature of
our operations is highly speculative. The success of our plan of operation will
depend to a great extent on the operations, financial condition and management
of the identified business opportunity. While management intends to seek
business combination(s) with entities having established operating histories,
we cannot assure you that we will be successful in locating candidates meeting
that criterion. In the event we complete a business combination, the success of
our operations may be dependent upon management of the successor firm or
venture partner firm and numerous other factors beyond our control.

WE HAVE NO
AGREEMENT FOR A BUSINESS COMBINATION OR OTHER TRANSACTION.

We have no agreement
with respect to engaging in a merger with, joint venture with or acquisition
of, a private or public entity. No assurances can be given that we will
successfully identify and evaluate suitable business opportunities or that we
will conclude a business combination. Management has not identified any
particular industry or specific business within an industry for evaluation. We
cannot guarantee that we will be able to negotiate a business combination on
favorable terms, and there is consequently a risk that funds allocated to the
purchase of our shares will not be invested in a company with active business
operations.

MANAGEMENT
WILL CHANGE UPON THE CONSUMMATION OF A MERGER.

After the
closing of a merger or business combination, it is likely our current
management will not retain any control or managerial responsibilities. Upon
such event, Mr. Kling and Mr. Warshaw intend to resign from their positions
with us.

CURRENT
STOCKHOLDERS WILL BE IMMEDIATELY AND SUBSTANTIALLY DILUTED UPON A MERGER OR
BUSINESS COMBINATION.

Our
Certificate of Incorporation authorized the issuance of 100,000,000 shares of
our Common Stock. There are currently 98,624,245 authorized but unissued shares
of Common Stock available for issuance. To the extent that additional shares of
Common Stock are authorized and issued in connection with a merger or business
combination, our stockholders could experience significant dilution of their
respective ownership interests. Furthermore, the issuance of a substantial
number of shares of Common Stock may adversely affect prevailing market prices,
if any, for our Common Stock and could impair our ability to raise additional
capital through the sale of equity securities.

8

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CONTROL
BY EXISTING STOCKHOLDER.

R&R beneficially owns
over 69% of the outstanding shares of our Common Stock. As a result, this
stockholder is able to exercise control over matters requiring stockholder
approval, including the election of directors, and the approval of mergers,
consolidations and sales of all or substantially all of our assets.

OUR
COMMON STOCK IS A PENNY STOCK WHICH MAY RESTRICT THE ABILITY OF STOCKHOLDERS
TO SELL OUR COMMON STOCK IN THE SECONDARY MARKET.

The Securities and Exchange
Commission (SEC) has adopted regulations which generally define penny stock
to be an equity security that has a market price, as defined, of less than
$5.00 per share, or an exercise price of less than $5.00 per share, subject to
certain exceptions, including an exception of an equity security that is quoted
on a national securities exchange. Our Common Stock is not now quoted on a
national exchange but is traded on Nasdaqs OTC Bulletin Board (OTCBB). Thus,
they are subject to rules that impose additional sales practice requirements on
broker-dealers who sell these securities. For example, the broker-dealer must
make a special suitability determination for the purchaser of such securities
and have received the purchasers written consent to the transactions prior to
the purchase. Additionally, the rules require the delivery, prior to the
transaction, of a disclosure schedule prepared by the SEC relating to the penny
stock market. The broker-dealer also must disclose the commissions payable to
both the broker-dealer and the registered underwriter, and current quotations for
the securities, and, if the broker-dealer is the sole market maker, the
broker-dealer must disclose this fact and the broker-dealers presumed control
over the market. Finally, among other requirements, monthly statements must be
sent disclosing recent price information for the penny stock held in the
account and information on the limited market in penny stocks. The penny
stock rules, may restrict the ability of our stockholders to sell our Common
Stock and warrants in the secondary market.

OUR
COMMON STOCK HAS BEEN THINLY TRADED, LIQUIDITY IS LIMITED, AND WE MAY BE UNABLE
TO OBTAIN LISTING OF OUR COMMON STOCK ON A MORE LIQUID MARKET.

Our Common Stock is quoted
on the OTCBB, which provides significantly less liquidity than a securities
exchange such as the NYSE Amex, New York Stock Exchange, Nasdaq Global Market
or Capital Market. There is uncertainty that we will ever be accepted for a
listing on a national securities exchange.

Often there is currently a
limited volume of trading in our Common Stock, and on many days there has been
no trading activity at all. The purchasers of shares of our Common Stock may
find it difficult to resell their shares at prices quoted in the market or at
all.

|         |                           
|-------- | --------------------------
|ITEM 1B. | UNRESOLVED STAFF COMMENTS.

None.

|        |            
|------- | -----------
|ITEM 2. | PROPERTIES.

Our principal offices are
located at 47 School Avenue, Chatham, New Jersey which are owned by Kirk M.
Warshaw, LLC (the LLC), an affiliated company of Kirk Warshaw, our chief
financial officer and secretary. We occupy our principal offices on a month to
month basis. On January 1, 2009, we began paying a quarterly fee of $500 to the
LLC for the use and occupancy, and administrative services, related to our
principal offices. We do not own or intend to invest in any real property. We currently have no policy with
respect to investments or interests in real estate, real estate mortgages or
securities of, or interests in, persons primarily engaged in real estate
activities.

9

---



|        |                   
|------- | ------------------
|ITEM 3. | LEGAL PROCEEDINGS.

None.

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

None.

PART II

|        |                                                                                                      
|------- | -----------------------------------------------------------------------------------------------------
|ITEM 5. | MARKET FOR OUR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
 PURCHASES OF EQUITY SECURITIES.

(a) Market Information.
Our Common Stock is traded on the OTCBB market under the symbol NTWN. The
following table sets forth, for the periods indicated and as reported on the
OTCBB, the high and low bid prices for our Common Stock. Such quotations
reflect inter-dealer prices, without retail mark-up, markdown or commission and
may not necessarily represent actual transactions.

|                |  |           |      |     |   |      | 
|--------------- |  | --------- | ---- | --- | - | ---- | 
|                |  | Bid Price |     
|                |  | High      |      | Low |  
|2009            |  |           |      |     |   |      | 
|First
 Quarter  |  | $         | 0.25 |     | $ | 0.15 | 
|Second
 Quarter |  | $         | 0.15 |     | $ | 0.00 | 
|Third
 Quarter  |  |           |     |     |   |     | 
|Fourth
 Quarter |  |           |     |     |   |     | 
|                |  |           |      |     |   |      | 
|2008            |  |           |      |     |   |      | 
|First
 Quarter  |  | $         | 0.30 |     | $ | 0.20 | 
|Second
 Quarter |  | $         | 0.50 |     | $ | 0.20 | 
|Third
 Quarter  |  | $         | 0.20 |     | $ | 0.20 | 
|Fourth
 Quarter |  | $         | 0.25 |     | $ | 0.20 | 

(b) Holders. As of
June 17, 2009, there were approximately 67 record holders of all of our issued
and outstanding shares of Common Stock.

(c) Dividend Policy

We have not
declared or paid any cash dividends on our Common Stock and do not intend to
declare or pay any cash dividend in the foreseeable future. The payment of
dividends, if any, is within the discretion of the Board and will depend on our
earnings, if any, our capital requirements and financial condition and such
other factors as the Board may consider.

|        |                         
|------- | ------------------------
|ITEM 6. | SELECTED FINANCIAL DATA.

As a smaller
reporting company, as defined in Rule 12b-2 of the Securities Exchange Act of
1934, as amended (the Exchange Act), we are not required to provide the
information required by this item.

10

---



|        |                                                                                        
|------- | ---------------------------------------------------------------------------------------
|ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
 RESULTS OF OPERATIONS.

GENERAL

We are a
development stage corporation with limited operations and have very limited
revenues from our business operations since our incorporation in September
2005. Until December 31, 2007, we held the exclusive license to exploit the
Dreesens Donut Brand in the United States with the exception of the states of
Florida and Pennsylvania, and in Suffolk County, New York, which the licensor,
Dreesens, retained for itself. The license from Dreesen expired on December
31, 2007.

As of the
Effective Date, we discontinued our efforts to promote the Dreesens Donut
Brand, we have no employees and our main purpose has been to effect a business
combination with an operating business which we believe has significant growth
potential. As of yet, we have no definitive agreements or understandings with
any prospective business combination candidates and there are no assurances
that we will find a suitable business with which to combine. The implementation
of our business objectives is wholly contingent upon a business combination
and/or the successful sale of our securities. We intend to utilize the proceeds
of any offering, any sales of equity securities or debt securities, bank and
other borrowings or a combination of those sources to effect a business combination
with a target business which we believe has significant growth potential. While
we may, under certain circumstances, seek to effect business combinations with
more than one target business, unless and until additional financing is
obtained, we will not have sufficient proceeds remaining after an initial
business combination to undertake additional business combinations.

A common
reason for a target company to enter into a merger with us is the desire to
establish a public trading market for its shares. Such a company would hope to
avoid the perceived adverse consequences of undertaking a public offering
itself, such as the time delays and significant expenses incurred to comply
with the various Federal and state securities law that regulate initial public
offerings.

As a result of
our limited resources, we expect to have sufficient proceeds to effect only a
single business combination. Accordingly, the prospects for our success will be
entirely dependent upon the future performance of a single business. Unlike
certain entities that have the resources to consummate several business
combinations or entities operating in multiple industries or multiple segments
of a single industry, we will not have the resources to diversify our
operations or benefit from the possible spreading of risks or offsetting of
losses. A target business may be dependent upon the development or market
acceptance of a single or limited number of products, processes or services, in
which case there will be an even higher risk that the target business will not
prove to be commercially viable.

Our officers
are only required to devote a small portion of their time (less than 10%) to
our affairs on a part-time or as-needed basis. We expect to use outside
consultants, advisors, attorneys and accountants as necessary. We do not
anticipate hiring any full-time employees so long as we are seeking and
evaluating business opportunities.

We expect our
present management to play no managerial role in our company following a
business combination. Although we intend to scrutinize closely the management
of a prospective target business in connection with our evaluation of a
business combination with a target business, our assessment of management may
be incorrect. We cannot assure you that we will find a suitable business with
which to combine.

Our principal
business objective for the next 12 months and beyond such time will be to
achieve long-term growth potential through a combination with an operating
business. We will not restrict our potential candidate target companies to any
specific business, industry or geographical location and, thus, may acquire any
type of business. The analysis of new business opportunities will be undertaken
by or under the supervision of our officers and directors.

11

---



EQUIPMENT AND
EMPLOYEES

As of March
31, 2009, we had no operating business, no equipment, and no employees. We do
not intend to develop our own operating business but instead plan to merge with
another operating company.

Results of Operations

Continuing Operating Expenses for the Fiscal
Year Ended March 31, 2009 Compared to the Fiscal Year Ended March 31, 2008

We are a
development stage corporation with limited operations and did not have any
revenues during the fiscal years ended March 31, 2009 and 2008, respectively.

Total expenses
from Continuing Operations for the fiscal years ended March 31, 2009 and 2008
were $75,731 and $372,701, respectively. These expenses primarily constituted
general and administrative expenses related to accounting and compliance with
the Exchange Act. The decrease in expenses in 2009 is due to a general decrease
in professional and administrative fees as well as interest expense.

Liquidity and Capital Resources

At March 31,
2009, we did not have any revenues from operations. Our principal source of
operating capital recently has been provided in the form of loans and capital
contributions from our stockholders. Absent a merger or other combination with
an operating company, we do not expect to have any revenues from operations. No
assurance can be given that such a merger or other combination will occur or
that we can engage in any public or private sales of our equity or debt
securities to raise working capital. We are dependent upon future loans or
capital contributions from our present stockholders and/or management and there
can be no assurances that our present stockholders or management will make any
loans or capital contributions to us. At March 31, 2009, we had cash of $28,396
and negative working capital of $4,371.

Our present
material commitments are professional and administrative fees and expenses
associated with the preparation of our filings with the U.S. Securities and
Exchange Commission (SEC) and other regulatory requirements. In the event
that we engage in any merger or other combination with an operating company, it
is likely that we will have additional material commitments.

Commitments

We do not have
any commitments which are required to be disclosed in tabular form as of March
31, 2009.

Off-Balance Sheet Arrangements

As of March
31, 2009, we have no off-balance sheet arrangements such as guarantees,
retained or contingent interest in assets transferred, obligation under a
derivative instrument and obligation arising out of or a variable interest in
an unconsolidated entity.

|         |                                                            
|-------- | -----------------------------------------------------------
|ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller
reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not
required to provide the information required by this item.

|        |                                             
|------- | --------------------------------------------
|ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

See the index
to the Financial Statements below, beginning on page F-1.

12

---



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

On April 3,
2009, we dismissed Malone & Bailey, PC (Malone) from serving as our
independent accountants and engaged Sherb & Co., LLP (Sherb) as our new
independent accountants. The Board unanimously approved and authorized the
change, directed the process of review of candidate firms to replace Malone and
made the final decision to engage Sherb. There were no disagreements, adverse
opinions or disclaimer of opinion by Malone at the time of the change or during
the fiscal year ended March 31, 2009.

|            |                         
|----------- | ------------------------
|ITEM 9A(T). | CONTROLS AND PROCEDURES.

(a)
Evaluation of Disclosure Controls and Procedures

Our
management, with the participation of our president and chief financial
officer, carried out an evaluation of the effectiveness of our disclosure
controls and procedures (as defined in the Securities Exchange Act of 1934
(the Exchange Act) Rules 13a-15(e) and 15-d-15(e)) as of the end of the
period covered by this report (the Evaluation Date). Based upon that
evaluation, the president and chief financial officer concluded that as of the
Evaluation Date, our disclosure controls and procedures are effective to ensure
that information required to be disclosed by us in the reports that we file or
submit under the Exchange Act (i) is recorded, processed, summarized and reported,
within the time periods specified in the SECs rules and forms and (ii) is
accumulated and communicated to our management, including our president and
chief financial officer, as appropriate to allow timely decisions regarding
required disclosure.

Our
management, including our president and chief financial officer, does not
expect that our disclosure controls and procedures or our internal controls
will prevent all errors and all fraud. A control system, no matter how well
conceived and operated, can provide only reasonable assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, managements evaluation of
controls and procedures can only provide reasonable assurance that all control
issues and instances of fraud, if any, within Newtown have been detected.

(b)
Managements Report on Internal Control over Financial Reporting

Our management
is responsible for establishing and maintaining adequate internal control over
financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our
management assessed the effectiveness of our internal control over financial
reporting as of March 31, 2009. In making this assessment, our management used
the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission in Internal Control-Integrated Framework. Our management
has concluded that, as of March 31, 2009, our internal control over financial
reporting is effective based on these criteria. This annual report does not
include an attestation report of our 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 SEC that permit us to provide only managements report
in this annual report.

(c)
Changes in Internal Control over Financial Reporting

There were no
changes in our internal controls over financial reporting that occurred during
the last fiscal quarter covered by this report that has materially affected, or
is reasonably likely to materially affect, our internal control over financial
reporting.

|         |                  
|-------- | -----------------
|ITEM 9B. | OTHER INFORMATION

None.

13

---



PART III

|         |                                                        
|-------- | -------------------------------------------------------
|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following
table sets forth information concerning our officers and directors as of June
26, 2009:

|                 |  |     |  |                                       
|---------------- |  | --- |  | --------------------------------------
|Name             |  | Age |  | Title                                 
|                 |  |     |  |                                       
|Arnold P.
 Kling |  | 51  |  | President
 and director               
|Kirk M.
 Warshaw |  | 51  |  | Chief
 financial officer and secretary

Arnold P. Kling. Mr.
Kling has served as our president and a director since August 2007. Mr. Kling
is currently a Managing Director of GH Venture Partners, LLC, a private equity
and merchant banking boutique for which he also served as a Managing Director
and General Counsel from 1995 to 1999. From 1999 through August 2005, Mr. Kling
was the president of Adelphia Holdings, LLC, a merchant-banking firm, as well
as the managing member of several private investment funds. From 1993 to 1995
he was a senior executive and general counsel of a Nasdaq listed licensing and
multimedia company. From 1990 through 1993, Mr. Kling was an associate and
partner in the corporate and financial services department of Tannenbaum,
Helpern, Syracuse & Hirschtritt LLP, a mid-size New York law firm. Mr.
Kling received a Bachelor of Science degree from New York University in
International Business in 1980 and a Juris Doctor degree from Benjamin Cardozo
School of Law in 1983. Mr. Kling currently also serves as a director and
president of Twin Lakes Delaware, Inc., R&R Acquisition, V, Inc., R&R Acquisition,
VI, Inc., R&R Acquisition, VII, Inc., R&R Acquisition, VIII, Inc.,
R&R Acquisition IX, Inc., R&R Acquisition X, Inc., Rodman International
Enterprises I, Ltd., Rodman International Enterprise II, Ltd., and Rodman
International Enterprise III, Ltd. (each a publicly reporting, non-trading
company), 24Holdings, Inc. (OTCBB:TWFH) and Mattmar Minerals, Inc.
(OTCBB:MTTM).

Kirk M. Warshaw. Mr.
Warshaw has served as our chief financial officer and secretary, since August
2007. Mr. Warshaw is a financial professional who, since 1990, has provided
clients in a multitude of different industries with advice on accounting,
corporate finance, and general business matters. Prior to starting his own
consulting firm, from 1983 to 1990, he held the various titles of controller,
chief financial officer, president, and chief executive officer at three
separate financial institutions in New Jersey. From 1980 through 1983, Mr.
Warshaw was a Senior Accountant at the public accounting firm of Deloitte,
Haskins & Sells. Mr. Warshaw is a 1980 graduate of Lehigh University and
has been a CPA in New Jersey since 1982. Mr. Warshaw is currently also the
chief financial officer of Twin Lakes Delaware, Inc., R&R Acquisition, V,
Inc., R&R Acquisition, VI, Inc., R&R Acquisition, VII, Inc., R&R
Acquisition, VIII, Inc., R&R Acquisition IX, Inc., R&R Acquisition X,
Inc., Rodman International Enterprises I, Ltd., Rodman International Enterprise
II, Ltd., and Rodman International Enterprise III, Ltd. (each a publicly reporting,
non-trading company), Mattmar Minerals, Inc. (OTCBB:MTTM), and a director and
the chief financial officer of 24Holdings Inc. (OTCBB:TWFH), and a director of
two privately owned entities.

Mr. Kling and
Mr. Warshaw are not required to commit their full time to our business affairs
and they will not devote a substantial amount of time to our business affairs.

Compensation and Audit Committees

As we only
have one Board member and given our limited operations, we do not have separate
or independent audit or compensation committees. Our Board has determined that
it does not have an audit committee financial expert, as that term is defined
in Item 407(d)(5) of Regulation S-K. In addition, we have not adopted any
procedures by which our stockholders may recommend nominees to our Board.

Section 16(a) Beneficial Ownership Reporting
Compliance

Section 16(a)
of the Exchange Act requires our directors and executive officers and persons
who beneficially own more than ten percent of our Common Stock (collectively,
the Reporting Persons) to report their ownership of and transactions in our
Common Stock to the SEC. Copies of these reports are also required to be
supplied to us. To our knowledge, during the fiscal year ended March 31, 2009
the Reporting Persons complied with all applicable Section 16(a) reporting
requirements.

14

---



Code of Ethics

We have not
adopted a Code of Ethics given our limited operations. We expect that following
a merger or other acquisition transaction, our Board will adopt a Code of
Ethics.

|         |                        
|-------- | -----------------------
|ITEM 11. | EXECUTIVE COMPENSATION.

Messrs. Kling
and Warshaw are our sole officers and Mr. Kling is our sole director. Neither
receives any regular compensation for their services rendered on our behalf.
Neither Mr. Kling nor Mr. Warshaw received any compensation during the years
ended March 31, 2009 and 2008. No officer or director is required to make any
specific amount or percentage of his business time available to us.

While we do
not presently anticipate engaging the services of professional firms that specialize
in finding business acquisitions on any formal basis, we may engage such firms
in the future, in which event we may be required to pay a finders fee or other
compensation. In no event, however, will we pay a finders fee or commission to
any of our officers and directors or any entity with which an officer or
director is affiliated. We do not have any incentive or stock option plan in
effect.

Director Compensation

We do not
currently pay any cash fees to our sole director, nor do we pay directors
expenses in attending Board meetings.

Employment Agreements

We are not a
party to any employment agreements.

15

---



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

The following
table sets forth certain information as of June 26, 2009 regarding the number
and percentage of our Common Stock (being our only voting securities)
beneficially owned by each officer and the sole director, each person
(including any group as that term is used in Section 13(d)(3) of
the Exchange Act) known by us to own 5% or more of our Common Stock, and all
officers and the sole director as a group.

|                                                                                                                      |  |                                                  |         |                          |  |      |  
|--------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------ | ------- | ------------------------ |  | ---- | -
|Name of
 Beneficial Owner                                                                                             |  | Shares of
 Common Stock
 Beneficially
 Owned (1) |         | Percentage of
 Ownership | 
|                                                                                                                      |  |                                                  |         |                          |  |      |  
|R&R
 Biotech Partners, LLC
 1251 Avenue of the Americas  20th Floor
 New York, NY 10020
 Attention: David Horin, CFO |  |                                                  | 950,944 |                          |  | 69.1 | %
|                                                                                                                      |  |                                                  |         |                          |  |      |  
|Moyo
 Partners, LLC (2)
 c/o Arnold P. Kling
 712 Fifth Avenue  11th Floor
 New York, NY 10019                       |  |                                                  | 237,736 |                          |  | 17.3 | %
|                                                                                                                      |  |                                                  |         |                          |  |      |  
|Arnold P.
 Kling (3)
 712 Fifth Avenue  11th Floor
 New York, NY 10019                                               |  |                                                  | 237,736 |                          |  | 17.3 | %
|                                                                                                                      |  |                                                  |         |                          |  |      |  
|Kirk M.
 Warshaw (4)
 47 School Avenue
 Chatham, NJ 07928                                                             |  |                                                  | 55,000  |                          |  | 4.0  | %
|                                                                                                                      |  |                                                  |         |                          |  |      |  
|All
 Directors and Officers (2 persons) as a group                                                                    |  |                                                  | 292,736 |                          |  | 21.3 | %
|                                                                                                                      |  |                                                  |         |                          |  |      |  
|                                                                                                                      |  |                                                  |         |                          |  |      |  

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | Unless
 otherwise indicated, we have been advised that all individuals or entities
 listed have the sole power to vote and dispose of the number of shares set
 forth opposite their names. For purposes of computing the number and
 percentage of shares beneficially owned by a security holder, any shares
 which such person has the right to acquire within 60 days of June 26, 2009
 are deemed to be outstanding, but those shares are not deemed to be
 outstanding for the purpose of computing the percentage ownership of any
 other security holder.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (2) | Arnold P.
 Kling, our president and sole director, controls Moyo Partners, LLC and
 therefore is the beneficial owner of the shares held by this entity.                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (3) | Includes all
 the shares held by Moyo Partners, LLC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (4) | Mr. Warshaw
 is our chief financial officer and secretary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

We currently
do not have any equity compensation plans.

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

Our Board
consists solely of Arnold Kling. He is not independent as such term is defined
by a national securities exchange or an inter-dealer quotation system. During
the fiscal year ended March 31, 2009, R&R Biotech Partners, LLC and Kirk M.
Warshaw contributed capital to us in the amount of $42,500 and $2,000,
respectively.

16

---



On January 29,
2009, we entered into an agreement with Kirk M. Warshaw, LLC (the LLC) for
the use and occupancy, and administrative services, related to our principal
offices. The agreement provides for quarterly payments from us to the LLC of
$500. The effective date of the agreement is January 1, 2009. Kirk Warshaw, our
chief financial officer, is a managing member of the LLC.

|         |                                        
|-------- | ---------------------------------------
|ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES:

For the year
ended March 31, 2009, we were billed $7,500 by Sherb, our current independent
accountants, for professional services rendered for the audit of our annual
financial statements and $10,416 by Malone, for professional services rendered
for the review of financial statements included in our quarterly reports on
Form 10-Q. For the year ended March 31, 2008, we paid $20,835 to Malone, for
professional services rendered for the audit of our annual financial statements
and review of financial statements included in our quarterly reports on Form
10-Q or services that are normally provided in connection with statutory and
regulatory filings.

AUDIT-RELATED FEES:

None.

TAX FEES:

None.

ALL OTHER FEES:

None.

AUDIT COMMITTEE POLICIES AND PROCEDURES:

We do not
currently have a standing audit committee. The above services were approved by
the Board.

PART IV

|                                                     | 
|---------------------------------------------------- | 
|Item 15. Exhibits
 and Financial Statement Schedules

(a)
The following documents are filed as part of this Report:

1.
Financial Statements. The
following financial statements and the report of our independent registered
public accounting firm, are filed herewith.

| |   |                                                                                                                                                        
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Report of
 Independent Registered Public Accounting Firm (Sherb & Co.-2009 and
 Malone and Bailey 2008)                                                
| |   |                                                                                                                                                        
| |  | Balance
 Sheets at March 31, 2009 and 2008                                                                                                             
| |   |                                                                                                                                                        
| |  | Statements
 of Operations for the years ended March 31, 2009 and 2008 and for the period
 from September 26, 2005 (Inception) to March 31, 2009        
| |   |                                                                                                                                                        
| |  | Statements
 of Changes in Stockholders Equity (Deficit) for the period from September
 26, 2005 (Date of Inception) to March 31, 2009                 
| |   |                                                                                                                                                        
| |  | Statements
 of Cash Flows for the years ended March 31, 2009 and 2008 and for the period
 from September 26, 2005 (Date of Inception) to March 31, 2009
| |   |                                                                                                                                                        
| |  | Notes to
 Financial Statements                                                                                                                         

17

---



2.
Financial Statement Schedules.

Schedules are
omitted because the information required is not applicable or the required
information is shown in the financial statements or notes thereto.

3.
Exhibits Incorporated by Reference or Filed
with this Report.

|             |  |                                                                                                    
|------------ |  | ---------------------------------------------------------------------------------------------------
|Exhibit  No. |  | Description                                                                                        
|             |  |                                                                                                    
|3.1          |  | Certificate
 of Amendment of the Certificate of Incorporation, effective as of August 29,
 2008 (1)
|             |  |                                                                                                    
|3.2          |  | Certificate
 Eliminating the Series A Preferred Stock (1)                                          
|             |  |                                                                                                    
|3.4          |  | By-Laws (2)                                                                                        
|             |  |                                                                                                    
|10.1         |  | Occupancy
 Agreement between Newtown and Kirk M. Warshaw, LLC *                                    
|             |  |                                                                                                    
|31.1         |  | Chief
 Executive Officer Certification pursuant to section 302 of the Sarbanes-Oxley
 Act of 2002* 
|             |  |                                                                                                    
|31.2         |  | Chief
 Financial Officer Certification pursuant to section 302 of the Sarbanes-Oxley
 Act of 2002* 
|             |  |                                                                                                    
|32.1         |  | Chief
 Executive Officer Certification pursuant to section 906 of the Sarbanes-Oxley
 Act of 2002.*
|             |  |                                                                                                    
|32.2         |  | Chief
 Financial Officer Certification pursuant to section 906 of the Sarbanes-Oxley
 Act of 2002.*

|                     |     |                                                                                                                                                                                    
|-------------------- | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                    
|* Included
 herewith
|                     |     |                                                                                                                                                                                    
|                     | (1) | Previously
 filed as an Exhibit in the companys quarterly report on Form 10-Q for the
 period ended September 30, 2008, and incorporated herein by reference.                     
|                     |     |                                                                                                                                                                                    
|                     | (2) | Previously
 filed as an Exhibit in the companys registration statement on Form SB-2
 (Registration No. 333-135495), filed on June 30, 2006, and incorporated
 herein by reference.

18

---



SIGNATURES

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

|                     |                                      
|-------------------- | -------------------------------------
|                     | NEWTOWN LANE
 MARKETING, INCORPORATED
|                     |                                      
|Date: June 26,
 2009 |                                      
|                     |                                      
|                     | By:
 /s/Arnold P. Kling              
|                     |                                      
|                     | Arnold P.
 Kling, President          

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

|                     |                                              
|-------------------- | ---------------------------------------------
|Date: June
 26, 2009 |                                              
|                     | /s/Arnold P.
 Kling                          
|                     |                                              
|                     | Arnold P.
 Kling, President and Sole Director
|                     | (Principal
 Executive Officer)               
|                     |                                              
|Date: June
 26, 2009 |                                              
|                     |                                              
|                     | /s/Kirk M.
 Warshaw                          
|                     |                                              
|                     | Kirk M.
 Warshaw, Chief Financial Officer    
|                     | (Principal
 Financial and Accounting Officer)

19

---



NEWTOWN LANE MARKETING, INCORPORATED
(A Development Stage Company)

INDEX TO FINANCIAL STATEMENTS

|                                                                                                                                                     |  |            
|---------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------
|Report of
 Independent Registered Public Accounting Firm                                                                                             |  | F-2        
|                                                                                                                                                     |  |            
|Report of
 Independent Registered Public Accounting Firm                                                                                             |  | F-3        
|                                                                                                                                                     |  |            
|Financial Statements:                                                                                                                                |  |            
|                                                                                                                                                     |  |            
|Balance
 Sheets as of March 31, 2009 and 2008                                                                                                        |  | F-4        
|                                                                                                                                                     |  |            
|Statements
 of Operations for the Years Ended March 31, 2009 and 2008 and for the period
 from September 26, 2005 (Inception) through March 31, 2009 |  | F-5        
|                                                                                                                                                     |  |            
|Statement
 of Changes in Stockholders Equity (Deficit) for the period from September
 26, 2005 (Inception) through March 31, 2009                   |  | F-6        
|                                                                                                                                                     |  |            
|Statements
 of Cash Flows for the Years Ended March 31, 2009 and 2008 and for the period
 from September 26, 2005 (Inception) to March 31, 2009      |  | F-7        
|                                                                                                                                                     |  |            
|Notes to
 Financial Statements                                                                                                                       |  | F-8 to F-13

F-1

---



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

Stockholders and Directors
Newtown Lane Marketing, Incorporated(A Development Stage Company)
Chatham, New Jersey

We have audited the
accompanying balance sheets of Newtown Lane Marketing, Incorporated (A
Development Stage Company) as of March 31, 2009, and the related statements of
operations, changes in stockholders equity (deficit) and cash flows for the
year then ended March 31, 2009 and for the period from September 26, 2005
(inception) to March 31, 2009. These financial statements are the
responsibility of the Companys management. Our responsibility is to express an
opinion on these financial statements based on our audit. The financial
statements for the period September 26, 2005 (inception) to March 31, 2008
reflect total revenues and a net loss of $0 and $1,864,464, respectively, of
the cumulative totals. The statements of operations, changes in stockholders
equity (deficit) and cash flows for the period from September 26, 2005
(inception) to March 31, 2008 were audited by other auditors, whose report
dated June 18, 2008, has been furnished to us in our opinion, insofar as it
relates to amounts included for such period, is based solely on the report of
such other auditors.

We conducted our audits in
accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the
financial statements referred to above present fairly, in all material
respects, the financial position of Newtown Lane Marketing, Incorporated as of
March 31, 2009 and the results of its operations and its cash flows for the
year ended March 31, 2009 and for the period from September 26, 2005
(inception) to March 31, 2009 in conformity with accounting principles
generally accepted in the United States of America.

|                             |                              
|---------------------------- | -----------------------------
|                             | /s/SHERB & CO, LLP           
|                             |                              
|                             | Certified Public
 Accountants
|                             |                              
|New York, NY 
 June 17, 2009 |                              

F-2

---



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

Stockholders and Directors
Newtown Lane Marketing, Incorporated(A Development Stage Company)
Chatham, New Jersey

We have audited the
accompanying balance sheet of Newtown Lane Marketing, Incorporated (A
Development Stage Enterprise) as of March 31, 2008, and the related statements
of operations, changes in stockholders equity (deficit), and cash flows for
the year then ended March 31, 2008 and for the period from September 26, 2005
(inception) to March 31, 2008. These financial statements are the
responsibility of the Companys management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audits in
accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial
statements referred to above present fairly, in all material respects, the
financial position of Newtown Lane Marketing, Incorporated as of March 31, 2008
and the results of its operations and its cash flows for the year ended March
31, 2008 and for the period from September 26, 2005 (inception) to March 31,
2008 in conformity with accounting principles generally accepted in the United
States of America.

|                        
|------------------------
|/S/ Malone & Bailey,
 PC
|www.malone-bailey.com   
|Houston, Texas          
|                        
|June 18,
 2008          

F-3

---



NEWTOWN
LANE MARKETING, INCORPORATED
(A Development Stage Company)
BALANCE SHEETS

|                                                                                                                                    |  |           |            |      |   |            |  
|----------------------------------------------------------------------------------------------------------------------------------- |  | --------- | ---------- | ---- | - | ---------- | -
|                                                                                                                                    |  | March 31, |           
|                                                                                                                                    |  |           |           
|                                                                                                                                    |  | 2009      |            | 2008 |  
|                                                                                                                                    |  |           |            |      |  
|                                                                                                                                    |  |           |            |      |  
|ASSETS                                                                                                                              |  |           |            |      |   |            |  
|                                                                                                                                    |  |           |            |      |   |            |  
|Cash                                                                                                                                |  | $         | 28,396     |      | $ | 28,972     |  
|                                                                                                                                    |  |           |            |      |   |            |  
|                                                                                                                                    |  |           |            |      |   |            |  
|TOTAL ASSETS                                                                                                                        |  | $         | 28,396     |      | $ | 28,972     |  
|                                                                                                                                    |  |           |            |      |   |            |  
|                                                                                                                                    |  |           |            |      |   |            |  
|LIABILITIES AND STOCKHOLDERS EQUITY
(DEFICIT)                                                                                      |  |           |            |      |   |            |  
|                                                                                                                                    |  |           |            |      |   |            |  
|Accrued expenses
 and Accounts payable                                                                                              |  | $         | 32,767     |      | $ | 14,222     |  
|                                                                                                                                    |  |           |            |      |   |            |  
|                                                                                                                                    |  |           |            |      |   |            |  
|                                                                                                                                    |  |           |            |      |   |            |  
|TOTAL CURRENT
 LIABILITIES                                                                                                          |  |           | 32,767     |      |   | 14,222     |  
|                                                                                                                                    |  |           |            |      |   |            |  
|                                                                                                                                    |  |           |            |      |   |            |  
|COMMITMENTS AND
 CONTINGENCIES                                                                                                      |  |           |           |      |   |           |  
|                                                                                                                                    |  |           |            |      |   |            |  
|STOCKHOLDERS
 EQUITY (DEFICIT):                                                                                                    |  |           |            |      |   |            |  
|Preferred stock;
 $0.001 par value, 1,000,000 shares authorized, none issued and outstanding                                        |  |           |           |      |   |           |  
|Convertible
 Series A Preferred stock, $0.001 par value, 500 shares authorized, none issued
 and outstanding                        |  |           |           |      |   |           |  
|                                                                                                                                    |  |           |            |      |   |            |  
|Common stock,
 $.001 par value; 100,000,000 shares authorized, 1,375,755 and 1,320,755
 shares issued and outstanding, respectively |  |           | 1,376      |      |   | 1,321      |  
|                                                                                                                                    |  |           |            |      |   |            |  
|Additional
 paid-in capital                                                                                                         |  |           | 1,934,088  |      |   | 1,877,893  |  
|Deficit
 accumulated during the development period                                                                                  |  |           | (1,939,835 | )    |   | (1,864,464 | )
|                                                                                                                                    |  |           |            |      |   |            |  
|TOTAL
 STOCKHOLDERS EQUITY (DEFICIT)                                                                                               |  |           | (4,371     | )    |   | 14,750     |  
|                                                                                                                                    |  |           |            |      |   |            |  
|                                                                                                                                    |  |           |            |      |   |            |  
|TOTAL
 LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)                                                                               |  | $         | 28,396     |      | $ | 28,972     |  
|                                                                                                                                    |  |           |            |      |   |            |  

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

F-4

---



NEWTOWN LANE MARKETING, INCORPORATED
(A Development Stage Company)
STATEMENTS OF OPERATIONS

|                                                         |  |      |           |                                                                                                      |   |          |   |   |            |  
|-------------------------------------------------------- |  | ---- | --------- | ---------------------------------------------------------------------------------------------------- | - | -------- | - | - | ---------- | -
|                                                         |  |      |           | Cumulative During the 
 Development Stage 
 September 26, 2005
 (Inception)
 Through
 March 31, 2009 |  
|Year Ended
    March 31,                                
|2009                                                     |  | 2008
|                                                         |  |      |           |                                                                                                      |   |          |  
|Expenses                                                 |  |      |           |                                                                                                      |   |          |   |   |            |  
|Selling, general
 and administrative                     |  | $    | 75,371    |                                                                                                      | $ | 278,633  |   | $ | 1,496,953  |  
|Interest
 expense, net                                   |  |      |          |                                                                                                      |   | 94,068   |   |   | 288,046    |  
|                                                         |  |      |           |                                                                                                      |   |          |   |   |            |  
|Total expense                                            |  |      | 75,371    |                                                                                                      |   | 372,701  |   |   | 1,784,999  |  
|                                                         |  |      |           |                                                                                                      |   |          |   |   |            |  
|Loss from
 continuing operations                         |  |      | (75,371   | )                                                                                                    |   | (372,701 | ) |   | (1,784,999 | )
|                                                         |  |      |           |                                                                                                      |   |          |   |   |            |  
|Loss from
 discontinued operations                       |  |      |          |                                                                                                      |   | (3,681   | ) |   | (154,836   | )
|                                                         |  |      |           |                                                                                                      |   |          |   |   |            |  
|                                                         |  |      |           |                                                                                                      |   |          |   |   |            |  
|Net loss                                                 |  | $    | (75,371   | )                                                                                                    | $ | (376,382 | ) | $ | (1,939,835 | )
|                                                         |  |      |           |                                                                                                      |   |          |   |   |            |  
|                                                         |  |      |           |                                                                                                      |   |          |   |   |            |  
|Net loss per
 share  basic and diluted                  |  |      |           |                                                                                                      |   |          |   |   |            |  
|Continuing
 operations                                   |  | $    | (0.06     | )                                                                                                    | $ | (0.60    | ) |   |            |  
|                                                         |  |      |           |                                                                                                      |   |          |   |   |            |  
|Discontinued
 operations                                 |  | $    |          |                                                                                                      | $ | (0.01    | ) |   |            |  
|                                                         |  |      |           |                                                                                                      |   |          |   |   |            |  
|Net loss                                                 |  | $    | (0.06     | )                                                                                                    | $ | (0.61    | ) |   |            |  
|                                                         |  |      |           |                                                                                                      |   |          |   |   |            |  
|                                                         |  |      |           |                                                                                                      |   |          |   |   |            |  
|Weighted average
 shares outstanding - basic and diluted |  |      | 1,330,821 |                                                                                                      |   | 619,626  |   |   |            |  
|                                                         |  |      |           |                                                                                                      |   |          |   |   |            |  

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

F-5

---



NEWTOWN LANE MARKETING, INCORPORATED
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT)
For the Period from September 26, 2005 (Inception) through March 31, 2009

|                                                  |  |                 |   |              |    |                              |           |                                                      |   |                                         |  |   |           |   |   |            |   |   |            |  
|------------------------------------------------- |  | --------------- | - | ------------ | -- | ---------------------------- | --------- | ---------------------------------------------------- | - | --------------------------------------- |  | - | --------- | - | - | ---------- | - | - | ---------- | -
|                                                  |  |                 |   |              |    | Additional
 Paid-in
 Capital |           | Deficit
 Accumulated
 During the
 Development
 Stage |   | Total
 Stockholders
 Equity
 (Deficit) | 
|                                                  |  | Preferred Stock |   | Common Stock |    |                              |           |                                                     
|                                                  |  |                 |   |              |    |                             
|                                                  |  | Shares          |   | Amount       |    | Shares                       |           | Amount                                               |   |                                         |  |  
|                                                  |  |                 |   |              |    |                              |           |                                                      |   |                                         |  |   |           |   |  
|                                                  |  |                 |   |              |    |                              |           |                                                      |   |                                         |  |   |           |   |   |            |   |   |            |  
|Founders shares issued at inception               |  |                |   | $            |   |                              | 67,000    |                                                      | $ | 67                                      |  | $ | 74,933    |   | $ |           |   | $ | 75,000     |  
|Stock issued for services                         |  |                |   |              |   |                              | 7,000     |                                                      |   | 7                                       |  |   | 8,743     |   |   |           |   |   | 8,750      |  
|Stock issued in connection with convertible notes |  |                |   |              |   |                              | 10,972    |                                                      |   | 11                                      |  |   | 159,992   |   |   |           |   |   | 160,003    |  
|Net loss                                          |  |                |   |              |   |                              |          |                                                      |   |                                        |  |   |          |   |   | (363,474   | ) |   | (363,474   | )
|                                                  |  |                 |   |              |    |                              |           |                                                      |   |                                         |  |   |           |   |   |            |   |   |            |  
|Balances at March 31, 2006                        |  |                |   |              |   |                              | 84,972    |                                                      |   | 85                                      |  |   | 243,668   |   |   | (363,474   | ) |   | (119,721   | )
|                                                  |  |                 |   |              |    |                              |           |                                                      |   |                                         |  |   |           |   |   |            |   |   |            |  
|Accrued consulting fees converted to stock        |  |                |   |              |   |                              | 5,184     |                                                      |   | 5                                       |  |   | 64,795    |   |   |           |   |   | 64,800     |  
|Stock issued for services to founders             |  |                |   |              |   |                              | 12,000    |                                                      |   | 12                                      |  |   | 149,988   |   |   |           |   |   | 150,000    |  
|Transfer of officers shares                      |  |                |   |              |   |                              |          |                                                      |   |                                        |  |   | 78,750    |   |   |           |   |   | 78,750     |  
|Issuance of stock options                         |  |                |   |              |   |                              |          |                                                      |   |                                        |  |   | 83,100    |   |   |           |   |   | 83,100     |  
|Stock issued in exchange for options              |  |                |   |              |   |                              | 2,500     |                                                      |   | 3                                       |  |   | 49,997    |   |   |           |   |   | 50,000     |  
|Net loss                                          |  |                |   |              |   |                              |          |                                                      |   |                                        |  |   |          |   |   | (1,124,608 | ) |   | (1,124,608 | )
|                                                  |  |                 |   |              |    |                              |           |                                                      |   |                                         |  |   |           |   |   |            |   |   |            |  
|Balances at March 31, 2007                        |  |                |   |              |   |                              | 104,656   |                                                      |   | 105                                     |  |   | 670,298   |   |   | (1,488,082 | ) |   | (817,679   | )
|                                                  |  |                 |   |              |    |                              |           |                                                      |   |                                         |  |   |           |   |   |            |   |   |            |  
|Stock transferred for services                    |  |                |   |              |   |                              |          |                                                      |   |                                        |  |   | 19,000    |   |   |           |   |   | 19,000     |  
|Stock issued to retire debt and accrued interest  |  |                |   |              |   |                              | 27,420    |                                                      |   | 27                                      |  |   | 479,784   |   |   |           |   |   | 479,811    |  
|Stock issued for cash proceeds                    |  | 500             |   |              | 1  |                              | 447,925   |                                                      |   | 448                                     |  |   | 599,551   |   |   |           |   |   | 600,000    |  
|Series A preferred stock converted                |  | (500            | ) |              | (1 | )                            | 740,754   |                                                      |   | 741                                     |  |   | (740      | ) |   |           |   |   |           |  
|Contributed Capital                               |  |                |   |              |   |                              |          |                                                      |   |                                        |  |   | 110,000   |   |   |           |   |   | 110,000    |  
|Net loss                                          |  |                |   |              |   |                              |          |                                                      |   |                                        |  |   |          |   |   | (376,382   | ) |   | (376,382   | )
|                                                  |  |                 |   |              |    |                              |           |                                                      |   |                                         |  |   |           |   |   |            |   |   |            |  
|Balances at March 31, 2008                        |  |                |   |              |   |                              | 1,320,755 |                                                      |   | 1,321                                   |  |   | 1,877,893 |   |   | (1,864,464 | ) |   | 14,750     |  
|Stock issued for cash proceeds                    |  |                |   |              |   |                              | 55,000    |                                                      |   | 55                                      |  |   | 1,945     |   |   |           |   |   | 2,000      |  
|Equity based compensation                         |  |                |   |              |   |                              |          |                                                      |   |                                        |  |   | 11,750    |   |   |           |   |   | 11,750     |  
|Contributed Capital                               |  |                |   |              |   |                              |          |                                                      |   |                                        |  |   | 42,500    |   |   |           |   |   | 42,500     |  
|Net loss                                          |  |                |   |              |   |                              |          |                                                      |   |                                        |  |   |          |   |   | (75,371    | ) |   | (75,371    | )
|                                                  |  |                 |   |              |    |                              |           |                                                      |   |                                         |  |   |           |   |   |            |   |   |            |  
|Balances at March 31, 2009                        |  |                |   | $            |   |                              | 1,375,755 |                                                      | $ | 1,376                                   |  | $ | 1,934,088 |   | $ | (1,939,835 | ) | $ | (4,371     | )
|                                                  |  |                 |   |              |    |                              |           |                                                      |   |                                         |  |   |           |   |   |            |   |   |            |  

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

F-6

---



NEWTOWN LANE MARKETING, INCORPORATED
(A Development Stage Company)STATEMENTS OF CASH FLOWS

|                                                                         |  |                      |         |      |   |                                                                                          |   |   |            |  
|------------------------------------------------------------------------ |  | -------------------- | ------- | ---- | - | ---------------------------------------------------------------------------------------- | - | - | ---------- | -
|                                                                         |  |                      |         |      |   | Cumulative During theDevelopment StageSeptember 26, 2005(Inception)ThroughMarch 31, 2009 |  
|                                                                         |  | Year Ended March 31, |         |     
|                                                                         |  |                      |         |     
|                                                                         |  |                      |         |     
|                                                                         |  | 2009                 |         | 2008 |   |                                                                                         
|                                                                         |  |                      |         |      |   |                                                                                          |  
|                                                                         |  |                      |         |      |   |                                                                                          |   |   |            |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                     |  |                      |         |      |   |                                                                                          |   |   |            |  
|Net loss                                                                 |  | $                    | (75,371 | )    | $ | (376,382                                                                                 | ) | $ | (1,939,835 | )
|Net loss from discontinued operations                                    |  |                      |        |      |   | (3,681                                                                                   | ) |   | (154,836   | )
|                                                                         |  |                      |         |      |   |                                                                                          |   |   |            |  
|Net loss from continuing operations                                      |  |                      | (75,371 | )    |   | (372,701                                                                                 | ) |   | (1,784,999 | )
|Adjustments to reconcile net loss to cash used in operating
 activities: |  |                      |         |      |   |                                                                                          |   |   |            |  
|Share based compensation                                                 |  |                      | 11,750  |      |   | 19,000                                                                                   |   |   | 401,350    |  
|Amortization of debt discount                                            |  |                      |        |      |   | 70,723                                                                                   |   |   | 160,003    |  
|Changes in operating assets and liabilities:                             |  |                      |         |      |   |                                                                                          |   |   |            |  
|Increase (decrease) in accounts payable and accruals                     |  |                      | 18,545  |      |   | (53,773                                                                                  | ) |   | 242,408    |  
|                                                                         |  |                      |         |      |   |                                                                                          |   |   |            |  
|NET CASH USED IN OPERATING ACTIVITIES                                    |  |                      | (45,076 | )    |   | (336,751                                                                                 | ) |   | (981,238   | )
|                                                                         |  |                      |         |      |   |                                                                                          |   |   |            |  
|                                                                         |  |                      |         |      |   |                                                                                          |   |   |            |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                     |  |                      |         |      |   |                                                                                          |   |   |            |  
|Issuance of notes payable                                                |  |                      |        |      |   |                                                                                         |   |   | 799,997    |  
|Principal payments made on notes payable                                 |  |                      |        |      |   | (625,030                                                                                 | ) |   | (625,030   | )
|Proceeds from issuance of common and preferred stock                     |  |                      | 2,000   |      |   | 600,000                                                                                  |   |   | 837,003    |  
|Contributed capital                                                      |  |                      | 42,500  |      |   | 110,000                                                                                  |   |   | 152,500    |  
|                                                                         |  |                      |         |      |   |                                                                                          |   |   |            |  
|NET CASH PROVIDED BY FINANCING ACTIVITIES                                |  |                      | 44,500  |      |   | 84,970                                                                                   |   |   | 1,164,470  |  
|                                                                         |  |                      |         |      |   |                                                                                          |   |   |            |  
|DISCONTINUED OPERATIONS                                                  |  |                      |         |      |   |                                                                                          |   |   |            |  
|Discontinued operating activities                                        |  |                      |        |      |   | (314                                                                                     | ) |   | (125,796   | )
|Discontinued investing activities                                        |  |                      |        |      |   |                                                                                         |   |   | (29,040    | )
|                                                                         |  |                      |         |      |   |                                                                                          |   |   |            |  
|NET CASH USED IN DISCONTINUED OPERATIONS                                 |  |                      |        |      |   | (314                                                                                     | ) |   | (154,836   | )
|                                                                         |  |                      |         |      |   |                                                                                          |   |   |            |  
|NET CHANGE IN CASH AND CASH EQUIVALENTS                                  |  |                      | (576    | )    |   | (252,095                                                                                 | ) |   | 28,396     |  
|                                                                         |  |                      |         |      |   |                                                                                          |   |   |            |  
|CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                         |  |                      | 28,972  |      |   | 281,067                                                                                  |   |   |           |  
|                                                                         |  |                      |         |      |   |                                                                                          |   |   |            |  
|CASH AND CASH EQUIVALENTS AT END OF PERIOD                               |  | $                    | 28,396  |      | $ | 28,972                                                                                   |   | $ | 28,396     |  
|                                                                         |  |                      |         |      |   |                                                                                          |   |   |            |  
|                                                                         |  |                      |         |      |   |                                                                                          |   |   |            |  
|SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION                        |  |                      |         |      |   |                                                                                          |   |   |            |  
|Interest paid                                                            |  | $                    |        |      | $ |                                                                                         |   | $ |           |  
|Income taxes                                                             |  |                      |        |      |   |                                                                                         |   |   |           |  
|Non-cash Transactions                                                    |  |                      |         |      |   |                                                                                          |   |   |            |  
|Equity based compensation                                                |  | $                    | 11,750  |      | $ |                                                                                         |   | $ | 11,750     |  
|Issuance of common stock for accounts payable                            |  | $                    |        |      | $ |                                                                                         |   | $ | 64,800     |  
|Issuance of common stock for debt and accrued interest                   |  | $                    |        |      | $ | 479,811                                                                                  |   | $ | 479,811    |  
|Conversion of Series A Preferred Stock                                   |  | $                    |        |      | $ | 741                                                                                      |   | $ | 741        |  

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

F-7

---



NEWTOWN LANE MARKETING, INCORPORATED
(A Development Stage Company)NOTES TO FINANCIAL STATEMENTS
Years ended March 31, 2009 and 2008

NOTE 1 - DESCRIPTION OF
COMPANY

Newtown Lane Marketing
Incorporated (we, our, us or Newtown) was incorporated in Delaware on September 26,
2005. We are
a development stage company that until December 31, 2007, held the exclusive license
to exploit the Dreesens Donut Brand in the United States with the exception of
the states of Florida and Pennsylvania, and in Suffolk County, New York, which
the licensor, Dreesens, retained for itself. In August 2007 there was a change
in control, as detailed below, and we discontinued our efforts to promote the
Dreesens Donut Brand at that time. Accordingly, prior operations in this
regard are reflected in these financial statements as discontinued operations.

EQUITY TRANSACTIONS

On August 8, 2007 (the
Effective Date), we entered into and closed a Stock Purchase Agreement (the
Purchase Agreement) with Moyo Partners, LLC, a New York limited liability
company (Moyo) and R&R Biotech Partners, LLC, a Delaware limited
liability company (R&R collectively with Moyo, the Purchasers),
pursuant to which we sold to them, in the aggregate, approximately, four
hundred forty seven thousand nine hundred twenty five (447,925) shares
(rounded-up) of our common stock, par value $0.001 per share (Common Stock)
and five hundred (500) shares of our Series A Preferred Stock, par value $.001
per share (Series A Preferred Stock), each share convertible at the option of
the holder into, approximately, one thousand four hundred eighty two (1,482)
shares (rounded-up) of Common Stock, for aggregate gross proceeds to us of
$600,000. The shares of Series A Preferred Stock were convertible only to the
extent there were a sufficient number of shares of Common Stock available for
issuance upon any such conversion.

On the Effective Date: (i)
the Purchasers acquired control of Newtown, with (a) R&R acquiring nine
hundred fifty thousand nine hundred forty four (950,944) shares (rounded-up) of
Common Stock (assuming the conversion by R&R of the four hundred (400)
shares of Series A Preferred Stock it acquired pursuant to the Purchase
Agreement into five hundred ninety two thousand six hundred three (592,603)
shares (rounded-up) of Common Stock) constituting 72% of the then issued and
outstanding shares of Common Stock, and (b) Moyo acquiring two hundred thirty
seven thousand seven hundred thirty six (237,736) shares (rounded-up) of Common
Stock (assuming the conversion by Moyo of its one hundred (100) shares of
Series A Preferred Stock it acquired pursuant to the Purchase Agreement into
one hundred forty eight thousand one hundred fifty one (148,151) shares
(rounded-up) of Common Stock) constituting 18% of the then issued and
outstanding shares of Common Stock; and (ii) in full satisfaction of our
obligations under outstanding convertible promissory notes in the principal
amount of $960,000 (the December Notes), the Note holders of the December
Notes converted an aggregate of $479,811 of principal and accrued interest into
27,420 shares (rounded-up) of Common Stock and accepted a cash payment from us
in the aggregate amount of $625,030 for the remaining principal balance.

On the Effective Date: (i)
Arnold P. Kling was appointed to our Board of Directors (Board) and served
together with Vincent J. McGill, a then current director who continued to serve
until August 20, 2007, the effective date of his resignation from our Board;
(ii) all of our then officers and directors, with the exception of Mr. McGill,
resigned from their respective positions with us; (iii) our Board appointed Mr.
Kling as president and Kirk M. Warshaw as chief financial officer and
secretary; and (iv) we relocated our headquarters to Chatham, New Jersey.

F-8

---



NEWTOWN LANE MARKETING, INCORPORATED
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
Years ended March 31, 2009 and 2008

NOTE 1 - DESCRIPTION OF
COMPANY (continued):

Following Mr. McGills
resignation from our Board on August 20, 2007, Mr. Kling became our sole
director and president.

THE COMPANY TODAY

Since the Effective Date,
our main purpose has been to serve as a vehicle to acquire an operating
business and we are currently considered a shell company in as much as we are
not generating revenues, do not own an operating business, and have no specific
plan other than to engage in a merger or acquisition transaction with a
yet-to-be identified operating company or business. Our principal
business objective for the next 12 months and beyond such time will be to
achieve long-term growth potential through a combination with an operating
business rather than immediate, short-term earnings. We will not restrict our
potential candidate target companies to any specific business, industry or
geographical location and, thus, may acquire any type of business. The analysis
of new business opportunities will be undertaken by or under the supervision of
our officers and directors. We
have no employees and no material assets.

Commencing with the filing
of our Form 10-Q for the quarter ended September 30, 2007, all of our
donut-related business services activities have been accounted for as
Discontinued Operations. As such, all of the prior activity has been shown in
the financials as one line item that is labeled Loss from Discontinued
Operations. Our activities since August 2007 are shown in the Income Statement
under the section labeled Loss from Continuing Operations. These amounts are
for expenses incurred since August 2007 and are of the nature we expect to
incur in the future, whereas the Loss from Discontinued Operations are from
activities we are no longer engaged in.

NOTE 2 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES:

The Companys accounting
policies are in accordance with accounting principles generally accepted in the
United States of America. Outlined below are those policies considered particularly
significant.

| |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Use of Estimates:          
| |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                 | In preparing financial
 statements in accordance with accounting principles generally accepted in the
 United States of America, management makes certain estimates and assumptions,
 where applicable, that affect the reported amounts of assets and liabilities
 and disclosures of contingent assets and liabilities at the date of the
 financial statements, as well as the reported amounts of revenues and
 expenses during the reporting period. While actual results could differ from
 those estimates, management does not expect such variances, if any, to have a
 material effect on the financial statements.
| |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (b) Statements of Cash
 Flows: 
| |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                 | For purposes of the
 statements of cash flows the Company considers all highly liquid investments
 purchased with a remaining maturity of three months or less to be cash
 equivalents.                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (c) Earnings (Loss) Per
 Share:
| |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                 | Basic earnings (loss) per
 share has been computed on the basis of the weighted average number of common
 shares outstanding during each period presented according to the provisions
 of SFAS No. 128 EARNINGS PER SHARE. Diluted earnings (loss) per                                                                                                                                                                                                                                                                                                                                                                     

F-9

---



NEWTOWN LANE MARKETING, INCORPORATED
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
Years ended March 31, 2009 and 2008

NOTE 2 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (continued):

| |                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                    | share reflects the
 potential dilution that could occur if options or other contracts to issue
 shares of common stock were exercised or converted to common stock as long as
 the effect of their inclusion is not anti-dilutive. We currently have no
 options or contracts to issue shares of common stock outstanding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (d) Income Taxes:                 
| |                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                    | The asset and liability
 method is used in accounting for income taxes. Under this method, deferred
 tax assets and liabilities are recognized for operating loss and tax credit
 carry forwards and for the future tax consequences attributable to
 differences between the financial statement carrying amounts of existing
 assets and liabilities and their respective tax bases. Deferred tax assets
 and liabilities are measured using enacted tax rates expected to apply to
 taxable income in the years in which those temporary differences are expected
 to be recovered or settled. The effect on deferred tax assets and liabilities
 of a change in tax rates is recognized in the results of operations in the
 period that includes the enactment date. A valuation allowance is recorded to
 reduce the carrying amounts of deferred tax assets unless it is more likely
 than not that such assets will be realized.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (e) Financial Instruments         
| |                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                    | The estimated fair values
 of all reported assets and liabilities which represent financial instruments,
 none of which are held for trading purposes, approximate their carrying value
 because of the short term maturity of these instruments or the stated
 interest rates are indicative of market interest rates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (f) Equity Based
 Compensation    
| |                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                    | The Company adopted SFAS
 No. 123R, Share Based Payments. SFAS No. 123R requires companies
 to expense the value of employee stock options and similar awards and applies
 to all outstanding and vested stock-based awards.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                    | In computing the impact,
 the fair value of each option is estimated on the date of grant based on the
 Black-Scholes options-pricing model utilizing certain assumptions for a risk
 free interest rate; volatility; and expected remaining lives of the awards.
 The assumptions used in calculating the fair value of share-based payment
 awards represent managements best estimates, but these estimates involve
 inherent uncertainties and the application of management judgment. As a
 result, if factors change and the Company uses different assumptions, the
 Companys stock-based compensation expense could be materially different in
 the future. In addition, the Company is required to estimate the expected
 forfeiture rate and only recognize expense for those shares expected to vest.
 In estimating the Companys forfeiture rate, the Company analyzed its
 historical forfeiture rate, the remaining lives of unvested options, and the
 amount of vested options as a percentage of total options outstanding. If the
 Companys actual forfeiture rate is materially different from its estimate,
 or if the Company reevaluates the forfeiture rate in the future, the
 stock-based compensation expense could be significantly different from what
 we have recorded in the current period. The last equity based compensation
 issued by the Company was more than two years ago and such shares were fully
 vested upon issuance, hence an expense was recorded at that time.
| |                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (g) New Accounting
 Pronouncements
| |                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                    | All new accounting
 pronouncements issued but not yet effective have been reviewed and determined
 to be not applicable. As a result, the adoption of such new accounting
 pronouncements, when effective, is not expected to have a material impact on
 the financial position of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

F-10

---



NEWTOWN LANE MARKETING, INCORPORATED
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
Years ended March 31, 2009 and 2008

NOTE 3 - STOCKHOLDERS EQUITY

On
May 9, 2007, an employee and two officers transferred 50,000 shares in
aggregate (approximately 16,667 shares a piece) to a third party for services
on our behalf. The fair value of the 50,000 shares transferred of $19,000 was
recorded in the statement of operations as a selling, general and
administrative expense.

The
Company entered into and closed the Purchase Agreement with the Purchasers,
pursuant to which we sold to them, in the aggregate, four hundred forty seven
thousand nine hundred twenty five (447,925) shares of our Common Stock and five
hundred (500) shares of Preferred Stock, each share convertible at the option
of the holder into one thousand four hundred eighty two (1,482) shares (rounded-up)
of Common Stock, for aggregate gross proceeds to us of $600,000. Preferred
Stock is convertible only to the extent there are a sufficient number of shares
of Common Stock available for issuance upon any such conversion.

On the Effective Date: (i)
the Purchasers acquired control of Newtown, with (a) R&R acquiring nine
hundred fifty thousand nine hundred forty four (950,944) shares (rounded-up) of
Common Stock (assuming the conversion by R&R of the four hundred (400)
shares of Preferred Stock it acquired pursuant to the Purchase Agreement into
five hundred ninety two thousand six hundred three (592,603) shares of Common
Stock) constituting 72% of the then issued and outstanding shares of Common
Stock, and (b) Moyo acquiring two hundred thirty seven thousand seven hundred
thirty six (237,736) shares (rounded-up) of Common Stock (assuming the
conversion by Moyo of its one hundred (100) shares of Preferred Stock it
acquired pursuant to the Purchase Agreement into one hundred forty eight
thousand one hundred fifty one (148,151) shares of Common Stock) constituting
18% of the then issued and outstanding shares of Common Stock; and (ii) in full
satisfaction of our obligations under outstanding convertible promissory notes
in the principal amount of $960,000 and all accrued interest by issuing to the
Note holders an aggregate of 27,420 shares (rounded-up) of Common Stock and
paying them cash in the aggregate amount of $625,030.

On October 19, 2007, we put
into effect an amendment to our Certificate of Incorporation to increase to
100,000,000 the number of authorized shares of Common Stock available for
issuance (the Charter Amendment). As a result of the Charter Amendment, as of
October 19, 2007, we had adequate shares of Common Stock available for issuance
upon the conversion of all the issued and outstanding shares of Series A
Preferred Stock.

On December 19, 2007, the
holders of all the issued and outstanding shares of Series A Preferred Stock
elected to convert all of their shares into shares of Common Stock. As a
result, the 500 shares of Series A Preferred Stock outstanding were exchanged
for 740,754 shares of Common Stock.

On August 15, 2008 (the
Series A Preferred Elimination Date), all 500 shares of the Series A
Preferred Stock were returned to the status of authorized and unissued shares
of undesignated preferred stock, par value $.001 per shares. None of the Series
A Preferred Stock were outstanding as of the Series A Preferred Elimination
Date.

On August 29, 2008 (the
Reverse Split Effective Date), we implemented a 1 for 50 reverse stock split
(the Reverse Split) of the Common Stock. Pursuant to the Reverse Split, each
50 shares of Common Stock issued and outstanding as of the Reverse Split
Effective Date was converted into one (1) share of Common Stock. All share and
per share data herein has been retroactively restated to reflect the Reverse
Split.

F-11

---



NEWTOWN LANE MARKETING, INCORPORATED
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
Years ended March 31, 2009 and 2008

NOTE 3 - STOCKHOLDERS
EQUITY (continued):

During the years ended March
31, 2009 and March 31, 2008, R&R contributed to us $42,500 and $110,000,
respectively. The proceeds were recorded to additional paid-in capital as
contributed capital.

In December 2008, the Company
sold 55,000 shares of common stock to Kirk Warshaw, CFO, for $2,000. The
Company determined such shares were issued below their fair value; hence
$11,750 of compensation expense was recorded for the difference in value of the
shares issued for cash versus fair value of such shares.

NOTE 4  INCOME TAXES

|                                                                |  |      |          |      |   |          |  
|--------------------------------------------------------------- |  | ---- | -------- | ---- | - | -------- | -
|                                                                |  | 2009 |          | 2008 |  
|                                                                |  |      |          |      |  
|Deferred tax assets and liabilities consist of the following:   |  |      |          |      |   |          |  
|                                                                |  |      |          |      |   |          |  
|Deferred tax assets:                                            |  |      |          |      |   |          |  
|Net operating loss carry
 forwards & capital loss carry forward |  | $    | 556,000  |      | $ | 534,000  |  
|                                                                |  |      |          |      |   |          |  
|Less valuation allowance                                        |  |      | (556,000 | )    |   | (534,000 | )
|                                                                |  |      |          |      |   |          |  
|                                                                |  | $    |         |      | $ |         |  
|                                                                |  |      |          |      |   |          |  

The
provision for income taxes differs from the amount computed by applying the US
statutory income tax rate as follows:

|                                                                                   |  |           |      |      |  |     |   
|---------------------------------------------------------------------------------- |  | --------- | ---- | ---- |  | --- | --
|                                                                                   |  | March 31, |     
|                                                                                   |  |           |     
|                                                                                   |  | 2009      |      | 2008 | 
|                                                                                   |  |           |      |      | 
|                                                                                   |  |           |      |      |  |     |   
|Provision for expected federal statutory rate                                      |  |           | (35  | )%   |  | (35 | )%
|Permanent differences  equity based compensation                                  |  |           | 5.5  | %    |  |    |   
|Loss for which no benefit is available or a valuation
 allowance has been recorded |  |           | 29.5 | %    |  | 35  | % 
|                                                                                   |  |           |     | %    |  |    | % 

At March 31, 2009, the
Company had approximately $1,560,000 of net operating loss carry forwards
(NOLs) available which expires in various years beginning in 2026. In
addition, there is a $25,000 capital loss carryover, which is fully reserved as
well. This capital loss expires in 2026. The deferred tax asset and related
valuation increased by approximately $22,000 during the period ended March 31,
2009. The utilization of the net operating loss carryforward has been limited
as to its use pursuant to the Internal Revenue Code Section 382 due to the
recent change in ownership of the Company. The benefits of these NOLs may be
reduced in the future if the Company is successful in establishing a new
business.

F-12

---



NEWTOWN LANE MARKETING, INCORPORATED
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
Years ended March 31, 2009 and 2008

NOTE 4  COMMITMENTS AND
CONTINGENCIES  RELATED PARTY

On January 29, 2009, we
entered into an agreement with Kirk M. Warshaw, LLC (the LLC) for the use and
occupancy, and administrative services, related to our principal offices. The
agreement provides for quarterly payments from us to the LLC of $500. The
effective date of the agreement is January 1, 2009.

F-13

---