UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
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, 2010
 
 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 of Incorporation or Organization)
                
                (I.R.S.
      Employer
                  Identification
      No.)
 
 133
Summit Avenue
 Suite
22
 Summit,
New Jersey 07601
 (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  ̈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  ̈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 xNo  ̈
  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  ̈No  ̈
 
 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.   ̈
  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  ̈                                 
Accelerated filer  ̈
  Non-accelerated
filer  ̈                                    Smaller
reporting company x
  
 Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act).  Yes xNo  ̈
 
 The
aggregate market value of the common stock of the registrant held by
non-affiliates of the registrant as of the last business day of the
registrant’s
most recently completed second fiscal quarter (based upon the closing price on
the NASDAQ "Over the Counter Bulletin Board" of $0.25 per share on October
16, 2008, the last date of trading in the common stock) was approximately
$33,019.
  As of
June 14, 2010, 1,375,755 shares of the registrant's common stock were
outstanding.
 
 DOCUMENTS
INCORPORATED BY REFERENCE
 
 NONE.
  
  NEWTOWN
LANE MARKETING, INCORPORATED
  Form
10-K Annual Report
 Table
of Contents
 PART
      IItem
      1.
                                                                    Business
                                                                    3Item
      1A.
                                                                    Risk
      Factors
                                                                    6Item
      1B.
                                                                    Unresolved
      Staff Comments
                                                                    9Item
      2.
                                                                    Properties
                                                                    9Item
      3.
                                                                    Legal
      Proceedings
                                                                    10Item
      4.
                                                                    [Removed
      and Reserved]
                                                                    10PART
      IIItem
      5.
                                                                    Market
      for Registrant's Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                                                                    10Item
      6.
                                                                    Selected
      Financial Data
                                                                    10Item
      7.
                                                                    Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                                                                    11Item
      7A.
                                                                    Quantitative
      and Qualitative Disclosures About Market Risk
                                                                    12Item
      8.
                                                                    Financial
      Statements and Supplementary Data
                                                                    12Item
      9.
                                                                    Change
      in and Disagreements with Accountants on Accounting and
      Financial Disclosure
                                                                    13Item
      9A(T).
                                                                    Controls
      And Procedures
                                                                    13Item
      9B.
                                                                    Other
      Information
                                                                    13PART
      IIIItem
      10.
                                                                    Directors,
      Executive Officers, and Corporate Governance
                                                                    14Item
      11.
                                                                    Executive
      Compensation.
                                                                    15Item
      12.
                                                                    Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.
                                                                    16Item
      13.
                                                                    Certain
      Relationships and Related Transactions, and Director
      Independence
                                                                    16Item
      14.
                                                                    Principal
      Accountant Fees and Services
                                                                    17PART
      IVItem
      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)
  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”) andfive hundred (500)sharesof 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 grossproceeds 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 eight hundred (592,800)
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.
  3
  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, 2010, 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
company or 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 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 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.
  4
  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.
  5
  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 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
  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
  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
  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 133 Summit Avenue, Suite 22, Summit, 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.
              [REMOVED
      AND RESERVED.]
  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 PriceHigh
                      
                      
                      Low2010First
      Quarter
                      
                      
                      -
                      
                      
                      
                      -Second
      Quarter
                      
                      
                      -
                      
                      
                      
                      -Third
      Quarter
                      
                      
                      -
                      
                      
                      
                      -Fourth
      Quarter
                      
                      
                      -
                      
                      
                      
                      -
 
 2009First
      Quarter
                      
                      $
                      0.25
                      
                      
                      $
                      0.15Second
      Quarter
                      
                      $
                      0.15
                      
                      
                      $
                      0.00Third
      Quarter
                      
                      
                      -
                      
                      
                      
                      -Fourth
      Quarter
                      
                      
                      -
                      
                      
                      
                      -
  (b) Holders. As of June 14,
2010, 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, 2010, 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, 2010 Compared to the
Fiscal Year Ended March 31, 2009
 
 We are a
development stage corporation with limited operations and did not have any
revenues during the fiscal years ended March 31, 2010 and 2009,
respectively.
 
 Total
expenses from Continuing Operations for the fiscal years ended March 31, 2010
and 2009 were $35,495 and $75,731, respectively.  These expenses
primarily constituted general and administrative expenses related to accounting
and compliance with the Exchange Act.  The decrease in expenses in 2010 is
due to a general decrease in professional and administrative fees.
 
 Liquidity
and Capital Resources
 
 At March
31, 2010, 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, 2010, we had cash of $16,413 and negative working
capital of $10,866.
 
 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, 2010.
 
 Off-Balance
Sheet Arrangements
 
 As of
March 31, 2010, 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
officers, carried out an evaluation of the effectiveness of our “disclosure
controls and procedures” (as defined in 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
officers 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 officers, as appropriate
to allow timely decisions regarding required disclosure.
 
 Our
management, including our president and chief financial officers, 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, 2010.  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, 2010, 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 reportthat 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 14, 2010:
 
 Name
                  
                  Age
                  
                  TitleArnold
      P. Kling
                  
                  52
                  
                  President
      and directorKirk M. Warshaw
                  
                  52
                  
                  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. During the past five years, Mr. Kling was a Director of Enthrust
Financial Services, Inc., n/k/a Rodman & Renshaw Capital Group, Inc.
(NASDAQ: RODM). Mr. Kling currently also serves as a Director and President of
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: MTMS),
24Holdings, Inc. (OTCBB:TWFH) and Protalex, Inc. (OTCBB: PRTX). Mr. Kling’s
professional experience and background with other companies and with us, as our
president and director since 2007, have given him the expertise needed to serve
as our director.
  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. During the past five years, Mr. Warshaw was
a Director of Empire Financial Holding Company, n/k/a Jesup & Lamont, Inc.
(NYSE AMEX: JLI). Mr. Warshaw is currently also the Chief Financial Officer of
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: MTMS) and
Protalex, Inc. (OTCBB: PRTX), and a Director and the Chief Financial Officer of
24Holdings Inc. (OTCBB: TWFH).
  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.
  14
  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, 2010 the Reporting Persons complied with all applicable
Section 16(a) reporting requirements.
  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, 2010 and
2009.  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 14, 2010 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
                      OwnershipR&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)
                    133
      Summit Ave, Suite 22
                    Summit,
      NJ 07901
                  
                  
                  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 14, 2010
      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 years ended March 31, 2010 and 2009,
R&R Biotech Partners, LLC (“R&R”) contributed capital to us in the
amount of $29,000 and $42,500, respectively.  On April 22, 2010,
R&R contributed an additional $11,000 of capital to us.
  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, 2010 we were billed $11,500 by Sherb, our current
independent accountants, for professional services rendered for the audit of our
annual financial statements and 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, 2009, we paid $7,500 to Sherb, our
current independent accountants, for professional services rendered for the
audit of our annual financial statements and $10,416 to Malone, our former
independent accountants, for professional services rendered for the 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
 ·
              Balance
      Sheets at March 31, 2010 and 2009
 ·
              Statements
      of Operations for the years ended March 31, 2010 and 2009 and for the
      period from September 26, 2005 (Inception) to March 31,
    2010
 ·
              Statements
      of Changes in Stockholders’ Equity (Deficit) for the period from September
      26, 2005 (Date of Inception) to March 31,
2010
 ·
              Statements
      of Cash Flows for the years ended March 31, 2010 and 2009 and for the
      period from September 26, 2005 (Date of Inception) to March 31,
      2010
 ·
              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.
                
                Description3.1
                
                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 (3)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.
 (3)
              Previously
      filed as an Exhibit in the company’s annual report on Form 10-K for the
      fiscal year ended March 31, 2009, 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, INCORPORATEDDate:
      June 15, 2010By:/s/Arnold
      P. KlingArnold
      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 15, 2010





/s/Arnold P. KlingArnold
      P. Kling, President and Sole Director(Principal
      Executive Officer)





Date:
June 15, 2010





/s/Kirk M. WarshawKirk
      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-2Financial
      Statements:Balance
      Sheets as of March 31, 2010 and 2009
                                    
                                    F-3Statements of
      Operations for the Years Ended March 31, 2010 and 2009 and
      for the period from September 26, 2005 (Inception) through March 31,
      2010
                                    
                                    F-4Statement
      of Changes in Stockholders' Equity (Deficit) for the period from September
      26, 2005 (Inception) through March 31, 2010
                                    
                                    F-5Statements
      of Cash Flows for the Years Ended March 31, 2010 and 2009 and for the
      period from September 26, 2005 (Inception) to March 31,
    2010
                                    
                                    F-6Notes
      to Financial Statements
                                    
                                    F-7 to F-12




F-1


REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM





Stockholders
and Directors


Newtown
Lance 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, 2010 and 2009 and the related
statements of operations, changes in stockholders’ equity (deficit), and cash
flows for each of the years then ended March 31, 2010 and 2009 and for the
period from September 26, 2005 (inception) to March 31, 2010.  We did
not audit the period 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, 2010 and 2009 and the results of its operations and
its cash flows for each of the years ended March 31, 2010 and 2009 in conformity
with accounting principles generally accepted in the United States of
America.




/s/SHERB
      & CO, LLPCertified
      Public Accountants




New York,
NY


June 14,
2010


F-2





NEWTOWN
LANE MARKETING, INCORPORATED


(A
Development Stage Company)


BALANCE
SHEETS





March 31,2010
                              
                              
                              2009ASSETSCash
                              
                              $
                              16,413
                              
                              
                              $
                              28,396TOTAL
      ASSETS
                              
                              $
                              16,413
                              
                              
                              $
                              28,396LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)Accrued
      expenses
                              
                              $
                              27,279
                              
                              
                              $
                              32,767TOTAL
      CURRENT LIABILITIES
                              
                              
                              27,279
                              
                              
                              
                              32,767COMMITMENTS
      AND CONTINGENCIES
                              
                              
                              -
                              
                              
                              
                              -STOCKHOLDERS'
      EQUITY (DEFICIT):Preferred
      stock; $0.001 par value, 1,000,000 sharesauthorized,
      none issued and outstanding
                              
                              
                              -
                              
                              
                              
                              -Common
      stock, $.001 par value; 100,000,000 sharesauthorized,
      1,375,755 and 1,375,755 shares issuedand
      outstanding, respectively
                              
                              
                              1,376
                              
                              
                              
                              1,376Additional
      paid-in capital
                              
                              
                              1,963,088
                              
                              
                              
                              1,934,088Deficit
      accumulated during the development period
                              
                              
                              (1,975,330
                              )
                              
                              
                              (1,939,835
                              )TOTAL  STOCKHOLDERS’
      EQUITY (DEFICIT)
                              
                              
                              (10,866
                              )
                              
                              
                              (4,371
                              )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                              
                              $
                              16,413
                              
                              
                              $
                              28,396





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


F-3


NEWTOWN LANE MARKETING, INCORPORATED


(A
Development Stage Company)


STATEMENTS
OF OPERATIONS





Cumulative During the
                              Development Stage
                              September 26, 2005Year Ended
                            
                            
                            (Inception)March 31,
                            
                            
                            Through2010
                            
                            
                            2009
                            
                            
                            March 31, 2010(Unaudited)ExpensesSelling,
      general and administrative
                            
                            $
                            35,495
                            
                            
                            $
                            75,371
                            
                            
                            $
                            1,532,448Interest
      expense, net
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            288,046Total
      expense
                            
                            
                            35,495
                            
                            
                            
                            75,371
                            
                            
                            
                            1,820,494Loss
      from continuing operations
                            
                            
                            (35,495
                            )
                            
                            
                            (75,371
                            )
                            
                            
                            (1,820,494
                            )Loss
      from discontinued operations
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (154,836
                            )Net
      loss
                            
                            $
                            (35,495
                            )
                            
                            $
                            (75,371
                            )
                            
                            $
                            (1,975,330
                            )Net
      loss per share – basic and diluted
                            
                            $
                            (0.03
                            )
                            
                            $
                            (0.06
                            )Weighted
      average shares outstanding - basic and diluted
                            
                            
                            1,375,755
                            
                            
                            
                            1,330,821





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


F-4





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, 2010





DeficitAccumulated
                    
                    
                    TotalAdditional
                    
                    
                    During the
                    
                    
                    Stockholders'Preferred Stock
                    
                    
                    Common Stock
                    
                    
                    Paid-in
                    
                    
                    Development
                    
                    
                    EquityShares
                    
                    
                    Amount
                    
                    
                    Shares
                    
                    
                    Amount
                    
                    
                    Capital
                    
                    
                    Stage
                    
                    
                    (Deficit)Founders
      shares issued at inception
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    
                    67,000
                    
                    
                    $
                    67
                    
                    
                    $
                    74,933
                    
                    
                    $
                    -
                    
                    
                    $
                    75,000Stock
      issued for services
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    7,000
                    
                    
                    
                    7
                    
                    
                    
                    8,743
                    
                    
                    
                    -
                    
                    
                    
                    8,750Stock
      issued in connection with convertible notes
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    10,972
                    
                    
                    
                    11
                    
                    
                    
                    159,992
                    
                    
                    
                    -
                    
                    
                    
                    160,003Net
      loss
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (363,474
                    )
                    
                    
                    (363,474
                    )Balances
      at March 31, 2006 (Unaudited)
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    84,972
                    
                    
                    
                    85
                    
                    
                    
                    243,668
                    
                    
                    
                    (363,474
                    )
                    
                    
                    (119,721
                    )Accrued
      consulting fees converted to stock
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    5,184
                    
                    
                    
                    5
                    
                    
                    
                    64,795
                    
                    
                    
                    -
                    
                    
                    
                    64,800Stock
      issued for services to founders
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    12,000
                    
                    
                    
                    12
                    
                    
                    
                    149,988
                    
                    
                    
                    -
                    
                    
                    
                    150,000Transfer
      of officer's shares
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    78,750
                    
                    
                    
                    -
                    
                    
                    
                    78,750Issuance
      of stock options
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    83,100
                    
                    
                    
                    -
                    
                    
                    
                    83,100Stock
      issued in exchange for options
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    2,500
                    
                    
                    
                    3
                    
                    
                    
                    49,997
                    
                    
                    
                    -
                    
                    
                    
                    50,000Net
      loss
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (1,124,608
                    )
                    
                    
                    (1,124,608
                    )Balances
      at March 31, 2007 (Unaudited)
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    104,656
                    
                    
                    
                    105
                    
                    
                    
                    670,298
                    
                    
                    
                    (1,488,082
                    )
                    
                    
                    (817,679
                    )Stock
      transferred for services
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    19,000
                    
                    
                    
                    -
                    
                    
                    
                    19,000Stock
      issued to retire debt and accrued interest
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    27,420
                    
                    
                    
                    27
                    
                    
                    
                    479,784
                    
                    
                    
                    -
                    
                    
                    
                    479,811Stock
      issued for cash proceeds
                    
                    
                    500
                    
                    
                    
                    1
                    
                    
                    
                    447,925
                    
                    
                    
                    448
                    
                    
                    
                    599,551
                    
                    
                    
                    -
                    
                    
                    
                    599,999Series
      A preferred stock converted
                    
                    
                    (500
                    )
                    
                    
                    (1
                    )
                    
                    
                    740,754
                    
                    
                    
                    741
                    
                    
                    
                    (740
                    )
                    
                    
                    -
                    
                    
                    
                    -Contributed
      Capital
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    110,000
                    
                    
                    
                    -
                    
                    
                    
                    110,000Net
      loss
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (376,382
                    )
                    
                    
                    (376,382
                    )Balances
      at March 31, 2008 (Unaudited)
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    1,320,755
                    
                    
                    
                    1,321
                    
                    
                    
                    1,877,893
                    
                    
                    
                    (1,864,464
                    )
                    
                    
                    14,750Stock
      issued for cash proceeds
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    55,000
                    
                    
                    
                    55
                    
                    
                    
                    1,945
                    
                    
                    
                    -
                    
                    
                    
                    2,000Equity
      based compensation
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    11,750
                    
                    
                    
                    -
                    
                    
                    
                    11,750Contributed
      Capital
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    42,500
                    
                    
                    
                    -
                    
                    
                    
                    42,500Net
      loss
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (75,371
                    )
                    
                    
                    (75,371
                    )Balances
      at March 31, 2009
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    1,375,755
                    
                    
                    
                    1,376
                    
                    
                    
                    1,934,088
                    
                    
                    
                    (1,939,835
                    )
                    
                    
                    (4,371
                    )Contributed
      Capital
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    29,000
                    
                    
                    
                    -
                    
                    
                    
                    29,000Net
      loss
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (35,495
                    )
                    
                    
                    (35,495
                    )Balances
      at March 31, 2010
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    
                    1,375,755
                    
                    
                    $
                    1,376
                    
                    
                    $
                    1,963,088
                    
                    
                    $
                    (1,975,330
                    )
                    
                    $
                    (10,866
                    )





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


F-5




NEWTOWN
LANE MARKETING, INCORPORATED


(A
Development Stage Company)


STATEMENTS
OF CASH FLOWS





Cumulative During the
                        Development Stage
                        September 26, 2005(Inception)Year Ended March 31,
                      
                      
                      Through2010
                      
                      
                      2009
                      
                      
                      March 31, 2010(Unaudited)CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                      
                      $
                      (35,495
                      )
                      
                      $
                      (75,371
                      )
                      
                      $
                      (1,975,330
                      )Net
      loss from discontinued operations
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (154,836
                      )Net
      loss from continuing operations
                      
                      
                      (35,495
                      )
                      
                      
                      (75,371
                      )
                      
                      
                      (1,820,494
                      )Adjustments
      to reconcile net loss to cash used in operating
activities:Share
      based compensation
                      
                      
                      -
                      
                      
                      
                      11,750
                      
                      
                      
                      401,350Amortization
      of debt discount
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      160,003Changes
      in operating assets and liabilities:Increase
      (decrease) in accounts payable and accruals
                      
                      
                      (5,488
                      )
                      
                      
                      18,545
                      
                      
                      
                      236,920NET
      CASH USED IN OPERATING ACTIVITIES
                      
                      
                      (40,983
                      )
                      
                      
                      (45,076
                      )
                      
                      
                      (1,022,221
                      )CASH
      FLOWS FROM FINANCING ACTIVITIESIssuance
      of notes payable
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      799,997Principal
      payments made on notes payable
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (625,030
                      )Proceeds
      from issuance of common and preferred stock
                      
                      
                      -
                      
                      
                      
                      2,000
                      
                      
                      
                      837,003Contributed
      capital
                      
                      
                      29,000
                      
                      
                      
                      42,500
                      
                      
                      
                      181,500NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                      
                      
                      29,000
                      
                      
                      
                      44,500
                      
                      
                      
                      1,193,470DISCONTINUED
      OPERATIONSDiscontinued
      operating activities
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (125,796
                      )Discontinued
      investing activities
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (29,040
                      )NET
      CASH USED IN DISCONTINUED OPERATIONS
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (154,836
                      )NET
      CHANGE IN CASH AND CASH EQUIVALENTS
                      
                      
                      (11,983
                      )
                      
                      
                      (576
                      )
                      
                      
                      16,413CASH
      AND CASH EQUIVALENTS AT BEGINNING OF YEAR
                      
                      
                      28,396
                      
                      
                      
                      28,972
                      
                      
                      
                      -CASH
      AND CASH EQUIVALENTS AT END OF YEAR
                      
                      $
                      16,413
                      
                      
                      $
                      28,396
                      
                      
                      $
                      16,413SUPPLEMENTAL
      DISCLOSURE OF CASH FLOWSINFORMATIONInterest
      paid
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -Income
      taxes
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Non-cash
      TransactionsEquity
      based compensation
                      
                      $
                      -
                      
                      
                      $
                      11,750
                      
                      
                      $
                      11,750Issuance
      of common stock for accounts payable
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      64,800Issuance
      of common stock for debt and accrued interest
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      479,811Conversion
      of Series A Preferred Stock
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      741





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


F-6





NEWTOWN LANE MARKETING,
INCORPORATED


(A
Development Stage Company)


NOTES TO
FINANCIAL STATEMENTS


Years
ended March 31, 2010 and 2009





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”) andfive hundred (500)sharesof 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 grossproceeds 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 eight hundred (592,800)
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-7





NEWTOWN
LANE MARKETING, INCORPORATED


(A
Development Stage Company)


NOTES TO
FINANCIAL STATEMENTS


Years
ended March 31, 2010 and 2009





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 Financial Accounting Standards Board’s (FASB) guidance for “EARNINGS PER
SHARE”. Diluted earnings (loss) per 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.


F-8


NEWTOWN
LANE MARKETING, INCORPORATED


(A
Development Stage Company)


NOTES TO
FINANCIAL STATEMENTS


Years
ended March 31, 2010 and 2009





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





(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
accounting guidance for “Share Based Payments” requires the recognition of the
fair 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 equity based compensation issued by the Company
was for the year ended March 31, 2009 was valued at $11,750 and such shares were
fully vested upon issuance, hence an expense was recorded at that
time.  There was no equity based compensation for the year ended March
31, 2010.




(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-9


NEWTOWN
LANE MARKETING, INCORPORATED


(A
Development Stage Company)


NOTES TO
FINANCIAL STATEMENTS


Years
ended March 31, 2010 and 2009





NOTE 3 -
STOCKHOLDERS’ EQUITY (DEFICIT)





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.





On the
Effective Date, we 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 andfive hundred
(500)sharesof 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 grossproceeds 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 eight hundred (592,800) 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-10


NEWTOWN
LANE MARKETING, INCORPORATED


(A
Development Stage Company)


NOTES TO
FINANCIAL STATEMENTS


Years
ended March 31, 2010 and 2009





NOTE 3 -
STOCKHOLDERS’ EQUITY (continued):





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.





During
the years ended March 31, 2010 and March 31, 2009, R&R contributed to us
$29,000 and $42,500, respectively. The proceeds were recorded to additional
paid-in capital as contributed capital.





NOTE 4 –
INCOME TAXES





March 31,2010
                          
                          
                          2009Deferred
      tax assets and liabilities consist of the following:Deferred
      tax assets:Net
      operating loss carry forwards & capital loss carry
    forward
                          
                          $
                          569,000
                          
                          
                          $
                          556,000Less
      valuation allowance
                          
                          
                          (569,000
                          )
                          
                          
                          (
      556,000
                          )$
                          -
                          
                          
                          $
                          -





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





March 31,2010
                
                
                2009Provision
      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
                
                
                35
                %
                
                
                29.5
                %—
                %
                
                
                —
                %





At March
31, 2010, the Company had approximately $1,598,000 of net operating loss carry
forwards (“NOL’s”) available which expires in various years beginning in 2030.
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 $13,000 during the period ended March 31,
2010.  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-11


NEWTOWN
LANE MARKETING, INCORPORATED


(A
Development Stage Company)


NOTES TO
FINANCIAL STATEMENTS


Years
ended March 31, 2010 and 2009





NOTE 4 –
COMMITMENTS AND CONTINGENCIES





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.





NOTE 5 –
SUBSEQUENT EVENT





We have
evaluated subsequent events for disclosure purposes through June 14,
2010.  On April 22, 2010, R&R contributed $11,000 to
us.  The proceeds were recorded to additional paid-in capital as
contributed capital.


F-12