UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





(Mark
One)




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




For
the fiscal year ended December 31, 2008




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




For the
transition period from ___________ to ___________




Commission
File No. 000-51885




4309,
INC.


(Name
of small business issuer in its charter)




DELAWARE(State
      or other jurisdiction of
              incorporation
      or organization)
            
            (IRS
      Employer Identification No.)3707
      E. Southern Ave. Suite 1087-Box 1080
              Mesa,
      AZ
            
            85206(Address
      of principal executive offices)
            
            (Zip
      Code)




(480)
246-8030


(Registrant’s
telephone number, including area code)








Title
      of each class registered:
            Name
      of each exchange on which registered:None
            None




Securities
registered under Section 12(g) of the Exchange Act:




Common
Stock, par value $0.001
 (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 oNo 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 oNo 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 o




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) 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 Part III of this Form 10-K or
any amendment to this Form 10-K. x





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.




Large
      accelerated filer
            o
            
            Accelerated
      filer
            oNon-accelerated
      filer
              (Do
      not check if a smaller reporting company)
            o
            
            Smaller
      reporting company
            x




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





Revenues
for year ended December 31, 2008: $0





The
aggregate market value of the registrant’s voting common stock held by
non-affiliates as of June 30, 2008 based upon the closing price reported for
such date on the OTC Bulletin Board was US$0.





As of May
22, 2009, the registrant had 100,000 shares of its common stock
outstanding.





Documents Incorporated by
Reference: None.









TABLE
OF CONTENTS





PAGEPART
      IITEM
      1.
            
            Business
            
            2ITEM
      1A.
            
            Risk
      Factors
            
            3ITEM
      2.
            
            Properties
            
            3ITEM
      3.
            
            Legal
      Proceedings
            
            3ITEM
      4.
            
            Submission
      of Matters to a Vote of Security Holders
            
            3PART
      IIITEM
      5.
            
            Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
            
            3ITEM
      6.
            
            Selected
      Financial Data
            
            4ITEM
      7.
            
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operation
            
            4ITEM
      7A.
            
            Quantitative
      and Qualitative Disclosures About Market Risk
            
            6ITEM
      8.
            
            Financial
      Statements and Supplementary Data
            
            7ITEM
      9.
            
            Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
            
            8ITEM
      9A(T).
            
            Controls
      and Procedures
            
            8PART
      IIIITEM
      10.
            
            Directors,
      Executive Officers and Corporate Governance
            
            9ITEM
      11.
            
            Executive
      Compensation
            
            11ITEM
      12.
            
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
            
            11ITEM
      13.
            
            Certain
      Relationships and Related Transactions, and Director
      Independence
            
            11ITEM
      14.
            
            Principal
      Accounting Fees and Services
            
            12PART
      IVITEM
      15.
            
            Exhibits,
      Financial Statement Schedules
            
            12SIGNATURES
            
            
            
            13




1




PART
I




ITEM 1.      BUSINESS




General




4309,
Inc. was incorporated on December 9, 2005 under the laws of the State of
Delaware to engage in any lawful corporate undertaking, including, but not
limited to, selected mergers and acquisitions. We have been in the developmental
stage since inception and have no operations to date other than issuing shares
to our original shareholder.




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




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




Perceived
Benefits




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




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




Potential Target
Companies




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




·
            a
      company for which a primary purpose of becoming public is the use of its
      securities for the acquisition of assets or businesses;·
            a
      company which is unable to find an underwriter of its securities or is
      unable to find an underwriter of securities on terms acceptable to
      it;·
            a
      company which wishes to become public with less dilution of its common
      stock than would occur upon an underwriting;·
            a
      company which believes that it will be able to obtain investment capital
      on more favorable terms after it has become public;·
            a
      foreign company which may wish an initial entry into the United States
      securities market;·
            a
      special situation company, such as a company seeking a public market to
      satisfy redemption requirements under a qualified Employee Stock Option
      Plan;·
            a
      company seeking one or more of the other perceived benefits of becoming a
      public company.





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




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




Employees





As of May
22, 2009, we have one part-time employee. Our president allocates a portion
of his time to the activities of the Company.




2




ITEM 1A.   RISK FACTORS





Not
applicable because we are a smaller reporting company.





ITEM 2.      PROPERTIES





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





ITEM 3.     LEGAL PROCEEDINGS





There are
no pending legal proceedings to which the Company is a party or in which any
director, officer or affiliate of the Company, any owner of record or
beneficially of more than 5% of any class of voting securities of the Company,
or security holder is a party adverse to the Company or has a material interest
adverse to the Company. The Company’s property is not the subject of any pending
legal proceedings.





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





None.





PART
II





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





No Public Market for Common
Stock





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




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




Holders




There is
no holder of our Common Stock. The issued and outstanding shares of our Common
Stock were issued in accordance with the exemptions from registration afforded
by Section 4(2) of the Securities Act of 1933.




Dividends




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




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




3




Recent Sales of Unregistered
Securities




None.




Equity Compensation Plan
Information




The
following table sets forth certain information as of May 22, 2009, with respect
to compensation plans under which our equity securities are authorized for
issuance:





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




ITEM 6.      SELECTED FIANANCIAL
DATA




Not
applicable because we are a smaller reporting company.





ITEM 7.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.





The
following discussion should be read in conjunction with the Consolidated
Financial Statements and Notes thereto appearing elsewhere in this Form 10-K.
The following discussion contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 relating to future events or our future performance. Actual
results may materially differ from those projected in the forward-looking
statements as a result of certain risks and uncertainties set forth in this
prospectus. Although management believes that the assumptions made and
expectations reflected in the forward-looking statements are reasonable, there
is no assurance that the underlying assumptions will, in fact, prove to be
correct or that actual results will not be different from expectations expressed
in this report.




Plan of
Operation




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




Results of
Operation




The
Company did not have any operating income from inception (December 9, 2005)
through December 31, 2008, the registrant recognized a net loss of $1,450
in 2006; $63,409 in 2007 and $(148,265) in 2008. Some general and
administrative expenses from inception were accrued. Expenses from inception
were comprised of costs mainly associated with legal, accounting and
office.




4




Liquidity and Capital
Resources




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




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




Paul
Poetter will supervise the search for target companies as potential candidates
for a business combination. Paul Poetter will pay, as his own expenses, any
costs he incurs in supervising the search for a target company. Paul Poetter may
enter into agreements with other consultants to assist in locating a target
company and may share stock received by it or cash resulting from the sale of
its securities with such other consultants. Paul Poetter controls us and
therefore has the authority to enter into any agreement binding us. Paul Poetter
as our sole officer, director and only shareholder can authorize any such
agreement binding us.




Critical Accounting
Policies




Our
significant accounting policies are summarized in Note 1 of our financial
statements included in this annual report on Form 10-K for the year ended
December 31, 2008. Our financial statements and related public financial
information are based on the application of accounting principles generally
accepted in the United States (“GAAP”). GAAP requires the use of estimates;
assumptions, judgments and subjective interpretations of accounting principles
that have an impact on the assets, liabilities, revenues and expense amounts
reported. These estimates can also affect supplemental information contained in
our external disclosures including information regarding contingencies, risk and
financial condition. We believe our use of estimates and underlying accounting
assumptions adhere to GAAP and are consistently and conservatively applied. We
base our estimates on historical experience and on various other assumptions
that we believe to be reasonable under the circumstances. Actual results may
differ materially from these estimates under different assumptions or
conditions. We continue to monitor significant estimates made during the
preparation of our financial statements.




Recent Accounting
Pronouncements




In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “Noncontrolling Interests
in Consolidated Financial Statements – an amendment of ARB No.
51”.  This statement improves the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements by establishing accounting and reporting
standards that require; the ownership interests in subsidiaries held by parties
other than the parent and the amount of consolidated net income attributable to
the parent and to the noncontrolling interest be clearly identified and
presented on the face of the consolidated statement of income, changes in a
parent’s ownership interest while the parent retains its controlling financial
interest in its subsidiary be accounted for consistently, when a subsidiary is
deconsolidated, any retained noncontrolling equity investment in the former
subsidiary be initially measured at fair value, entities provide sufficient
disclosures that clearly identify and distinguish between the interests of the
parent and the interests of the noncontrolling owners.  SFAS No. 160
affects those entities that have an outstanding noncontrolling interest in one
or more subsidiaries or that deconsolidate a subsidiary.  SFAS No. 160
is effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Early adoption is prohibited. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.





In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133”
(SFAS 161). This statement is intended to improve transparency in financial
reporting by requiring enhanced disclosures of an entity’s derivative
instruments and hedging activities and their effects on the entity’s financial
position, financial performance, and cash flows. SFAS 161 applies to all
derivative instruments within the scope of SFAS 133, “Accounting for Derivative
Instruments and Hedging Activities” (SFAS 133) as well as related hedged items,
bifurcated derivatives, and nonderivative instruments that are designated and
qualify as hedging instruments. Entities with instruments subject to SFAS 161
must provide more robust qualitative disclosures and expanded quantitative
disclosures. SFAS 161 is effective prospectively for financial statements issued
for fiscal years and interim periods beginning after November 15, 2008,
with early application permitted. We are currently evaluating the disclosure
implications of this statement.





In
April 2008, the FASB issued FASB Staff Position (“FSP”) SFAS No. 142-3, “Determination of the Useful Life of
Intangible Assets”. This FSP amends the factors that should be considered
in developing renewal or extension assumptions used to determine the useful life
of a recognized intangible asset under FASB Statement No. 142, “Goodwill and Other Intangible
Assets”(“SFAS 142”). The intent of this FSP is to improve the
consistency between the useful life of a recognized intangible asset under
SFAS 142 and the period of expected cash flows used to measure the fair
value of the asset under SFAS 141R, and other GAAP. This FSP is effective for
financial statements issued for fiscal years beginning after December 15,
2008, and interim periods within those fiscal years. Early adoption is
prohibited. The Company is currently evaluating the impact of SFAS FSP 142-3,
but does not expect the adoption of this pronouncement will have a material
impact on its financial position, results of operations or cash
flows.




5




In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (SFAS 162”).  SFAS 162 identifies the sources
of accounting principles and the framework for selecting principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States.  This statement shall be effective 60 days following the
SEC’s approval of the Public Company Accounting Oversight Board’s amendments to
AU section 411, The Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles.  The Company is currently evaluating
the impact of SFAS 162, but does not expect the adoption of this pronouncement
will have a material impact on its financial position, results
of operations or cash flows.




In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity
exists in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under FASB Statement No. 60, Accounting and Reporting by
Insurance Enterprises. This results in inconsistencies in the recognition and
measurement of claim liabilities. This Statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. The adoption of FASB 163 is not expected to
have a material impact on the Company’s financial position.





Off-Balance Sheet
Arrangements





We do not
have any off-balance sheet arrangements, financings, or other relationships with
unconsolidated entities or other persons, also known as “special purpose
entities” (SPEs).




ITEM 7A.  QUANTITIATIVE AND QUALITATIVE DISCLOUSURES ABOUT
MARKET RISK





Not
applicable because we are a smaller reporting company.




6




ITEM 8.      FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA.


4309,
Inc.
 (a
development stage company)
 
 FINANCIAL
STATEMENTS
 
 AS OF
DECEMBER 31, 2008
 
 4309,
Inc.
 (a
development stage company)
 Financial
Statements Table of Contents
 
 FINANCIAL STATEMENTS
                    Page
      #Registered
      Accountants Audit opinion Letter
                    F-1Balance
      Sheet
                    F-2Statement
      of Operations and Retained Deficit
                    F-3Statement
      of Stockholders Equity
                    F-4Cash
      Flow Statement
                    F-5Notes
      to the Financial Statements
                    F-6
  7
 
 Report
of Independent Registered Public Accounting Firm
 
 To the
Board of Director and shareholders
 
 We have
audited the accompanying balance sheet of 4309, Inc. as of December 31, 2008 and
2007 and the related statement of operations, stockholders’ equity, and cash
flows for the twelve months ended December 31, 2008 and 2007 and from inception
(December 9, 2005) through the year then ended December 31, 2008. These
financial statements are the responsibility of company’s management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
 
 We
conducted our audit in accordance with standards of The Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statements presentation. We believe that our audit provides a
reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of 4309, Inc. at December 31, 2008 and
2007 and the results of its operations and its cash flows for the twelve months
ended December 31, 2008 and 2007 and from inception (December 9, 2005) through
December 31, 2008 in conformity with U.S. Generally Accepted Accounting
Principles.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company has suffered losses from
operations and has a net capital deficiency that raise substantial doubt about
its ability to continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
 
 Gately
& Associates, L.L.C.
 Lake
Mary, FL
 January
14, 2009
  F-1
 4309,
Inc.
 (a
development stage company)
 BALANCE
SHEET
 As
of December 31, 2008 and December 31, 2007
 
 12/31/2008
                                                                        
                                                                        
                                                                        12/31/2007ASSETSCURRENT ASSETSCash
                                                                        
                                                                        $
                                                                        8,245
                                                                        
                                                                        
                                                                        $
                                                                        8,437Total
      Current Assets
                                                                        
                                                                        
                                                                        8,245
                                                                        
                                                                        
                                                                        
                                                                        8,437TOTAL
      ASSETS
                                                                        
                                                                        $
                                                                        8,245
                                                                        
                                                                        
                                                                        $
                                                                        8,437LIABILITIES AND STOCKHOLDERS'
      EQUITYCURRENT LIABILITIESShareholder
      Loan
                                                                        
                                                                        
                                                                        19,131
                                                                        
                                                                        
                                                                        
                                                                        2,500Accrued
      Expenses
                                                                        
                                                                        $
                                                                        2,579
                                                                        
                                                                        
                                                                        $
                                                                        3,793Total
      Current Liabilities
                                                                        
                                                                        
                                                                        21,710
                                                                        
                                                                        
                                                                        
                                                                        6,293LONG-TERM LIABILITIESAccrued
      Interest
                                                                        
                                                                        
                                                                        9,959
                                                                        
                                                                        
                                                                        
                                                                        5,303Note
      Payable
                                                                        
                                                                        
                                                                        190,000
                                                                        
                                                                        
                                                                        
                                                                        62,000Total
      Long-term Liabilities
                                                                        
                                                                        
                                                                        199,959
                                                                        
                                                                        
                                                                        
                                                                        67,303TOTAL
      LIABILITIES
                                                                        
                                                                        $
                                                                        221,669
                                                                        
                                                                        
                                                                        $
                                                                        73,596STOCKHOLDERS' EQUITYPreferred
      Stock - Par value $0.001; Authorized: 10,000,000 None issues and
      outstanding
                                                                        
                                                                        $
                                                                        -
                                                                        
                                                                        
                                                                        $
                                                                        -Common
      Stock - Par value $0.001; Authorized: 100,000,000 Issued and Outstanding:
      100,000
                                                                        
                                                                        
                                                                        100
                                                                        
                                                                        
                                                                        
                                                                        100Additional
      Paid-In Capital
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        -Accumulated
      Deficit
                                                                        
                                                                        
                                                                        (213,524
                                                                        )
                                                                        
                                                                        
                                                                        (65,259
                                                                        )Total
      Stockholders' Equity
                                                                        
                                                                        
                                                                        (213,424
                                                                        )
                                                                        
                                                                        
                                                                        (65,159
                                                                        )TOTAL
      LIABILITIES AND EQUITY
                                                                        
                                                                        $
                                                                        8,245
                                                                        
                                                                        
                                                                        $
                                                                        8,437
 
 The
accompanying notes are an integral part of these financial
statements.
  F-2
 
 4309,
Inc.
 (a
development stage company)
 STATEMENT
OF OPERATIONS
 For
the twelve months ending December 31, 2008 and 2007
 from
inception (December 9, 2005) through December 31, 2008
 
 12
      MONTHS
                                                                  
                                                                  
                                                                  12
      MONTHS
                                                                  
                                                                  
                                                                  FROMENDING
                                                                  
                                                                  
                                                                  ENDING
                                                                  
                                                                  
                                                                  INCEPTION12/31/2008
                                                                  
                                                                  
                                                                  12/31/2007
                                                                  
                                                                  
                                                                  TO
      12/31/2008REVENUE
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -COST OF SERVICES
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -GROSS PROFIT OR (LOSS)
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -GENERAL AND ADMINISTRATIVE
      EXPENSES
                                                                  
                                                                  
                                                                  144,962
                                                                  
                                                                  
                                                                  
                                                                  63,409
                                                                  
                                                                  
                                                                  
                                                                  210,221INTEREST EXPENSES
                                                                  
                                                                  
                                                                  3,303
                                                                  
                                                                  
                                                                  
                                                                  -NET INCOME (LOSS)
                                                                  
                                                                  
                                                                  (148,265
                                                                  )
                                                                  
                                                                  
                                                                  (63,409
                                                                  )
                                                                  
                                                                  
                                                                  (210,221
                                                                  )ACCUMULATED DEFICIT, BEGINNING
      BALANCE
                                                                  
                                                                  
                                                                  (65,259
                                                                  )
                                                                  
                                                                  
                                                                  (1,850
                                                                  )
                                                                  
                                                                  
                                                                  -ACCUMULATED DEFICIT, ENDING
      BALANCE
                                                                  
                                                                  $
                                                                  (213,524
                                                                  )
                                                                  
                                                                  $
                                                                  (65,259
                                                                  )
                                                                  
                                                                  $
                                                                  (210,221
                                                                  )Earnings (loss) per share
                                                                  
                                                                  
                                                                  (1.48
                                                                  )
                                                                  
                                                                  
                                                                  (0.63
                                                                  )Weighted average number of common
      shares
                                                                  
                                                                  
                                                                  100,000
                                                                  
                                                                  
                                                                  
                                                                  100,000
 
 The
accompanying notes are an integral part of these financial
statements.
  F-3
 
 4309,
Inc.
 (a
development stage company)
 STATEMENT
OF STOCKHOLDERS' EQUITY
 From
inception (December 9, 2005) through December 31, 2008
 
 COMMON
                    
                    
                    ACCUM.
                    
                    
                    TOTALSHARES
                    
                    
                    STOCK
                    
                    
                    DEFICIT
                    
                    
                    EQUITYStock
      issued on acceptance of incorporation expenses December 9,
      2005
                    
                    
                    100,000
                    
                    
                    $
                    100
                    
                    
                    
                    
                    
                    $
                    100Net
      Income (Loss)
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (400
                    )
                    
                    
                    (400
                    )Total,
      December 31, 2005
                    
                    
                    100,000
                    
                    
                    $
                    100
                    
                    
                    $
                    (400
                    )
                    
                    $
                    (300
                    )Net
      Income (Loss)
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (1,450
                    )
                    
                    
                    (1,450
                    )Total,
      December 31, 2006
                    
                    
                    100,000
                    
                    
                    $
                    100
                    
                    
                    $
                    (1,850
                    )
                    
                    $
                    (1,750
                    )Net
      Income (Loss)
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (63,409
                    )
                    
                    
                    (63,409
                    )Total,
      December 31, 2007
                    
                    
                    100,000
                    
                    
                    
                    100
                    
                    
                    $
                    (65,259
                    )
                    
                    $
                    (65,159
                    )Net
      Income (Loss)
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (148,265
                    )
                    
                    
                    (148,265
                    )Total,
      December 31, 2008
                    
                    
                    100,000
                    
                    
                    
                    100
                    
                    
                    $
                    (213,524
                    )
                    
                    $
                    (213,424
                    )
 
 
 The
accompanying notes are an integral part of these financial
statements.
  F-4
 
 4309,
Inc.
 (a
development stage company)
 STATEMENTS
OF CASH FLOWS
 For
the twelve months ending December 31, 2008 and 2007
 from
inception (December 9, 2005) through December 31, 2008
 
 12
      MONTHS
                                                              
                                                              
                                                              12
      MONTHS
                                                              
                                                              
                                                              FROMENDING
                                                              
                                                              
                                                              ENDING
                                                              
                                                              
                                                              INCEPTION12/31/2008
                                                              
                                                              
                                                              12/31/2007
                                                              
                                                              
                                                              TO 12/31/2008CASH FLOWS FROM OPERATING
      ACTIVITIESNet
      income (loss)
                                                              
                                                              $
                                                              (148,265
                                                              )
                                                              
                                                              $
                                                              (63,409
                                                              )
                                                              
                                                              $
                                                              (213,524
                                                              )Stock
      issued as compensation
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              100Increase
      (Decrease) in Accrued Expenses
                                                              
                                                              
                                                              4,656
                                                              
                                                              
                                                              
                                                              7,346
                                                              
                                                              
                                                              
                                                              12,681Total
      adjustments to net income
                                                              
                                                              
                                                              4,656
                                                              
                                                              
                                                              
                                                              7,346
                                                              
                                                              
                                                              
                                                              12,781Net
      cash provided by (used in) operating activities
                                                              
                                                              
                                                              (143,609
                                                              )
                                                              
                                                              
                                                              (56,063
                                                              )
                                                              
                                                              
                                                              (200,743
                                                              )CASH FLOWS FROM INVESTING
      ACTIVITIESNone
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -Net
      cash flows provided by (used in) investing activities
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -CASH FLOWS FROM FINANCING
      ACTIVITIESShareholder
      Loan
                                                              
                                                              
                                                              16,631
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              19,131Proceeds
      from Note Payable
                                                              
                                                              
                                                              128,000
                                                              
                                                              
                                                              
                                                              64,500
                                                              
                                                              
                                                              
                                                              190,000Net
      cash flows provided by (used in) financing activities
                                                              
                                                              
                                                              144,631
                                                              
                                                              
                                                              
                                                              64,500
                                                              
                                                              
                                                              
                                                              209,131CASH RECONCILIATIONNet
      increase (decrease) in cash
                                                              
                                                              
                                                              (192
                                                              )
                                                              
                                                              
                                                              8,437
                                                              
                                                              
                                                              
                                                              8,388Cash
      - beginning balance
                                                              
                                                              
                                                              8,437
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -CASH BALANCE - END OF
PERIOD
                                                              
                                                              $
                                                              8,245
                                                              
                                                              
                                                              $
                                                              8,437
                                                              
                                                              
                                                              $
                                                              8,388
 
 The
accompanying notes are an integral part of these financial
statements.
  F-5
 
 4309,
Inc.
 (a
development stage company)
 NOTES TO
FINANCIAL STATEMENTS
 
 1.Summary of significant
accounting policies:
 
 Industry:
 
 4309,
Inc. (the Company), a Company incorporated in the state of Delaware as of
December 9, 2005 plans to locate and negotiate with a business entity for the
combination of that target company with The Company. The combination will
normally take the form of a merger, stock-for-stock exchange or stock-
for-assets exchange. In most instances the target company will wish to structure
the business combination to be within the definition of a tax-free
reorganization under Section 351 or Section 368 of the Internal Revenue Code of
1986, as amended. No assurances can be given that The Company will be successful
in locating or negotiating with any target company.
 
 The
Company has been formed to provide a method for a foreign or domestic private
company to become a reporting ("public") company whose
securities are qualified for trading in the United States secondary
market.
 
 The
Company has adopted its fiscal year end to be December 31.
 
 Results of Operations and
Ongoing Entity:
 
 The
Company is considered to be an ongoing entity for accounting purposes; however,
there is substantial doubt as to the Company's ability to continue as a going
concern. The Company borrows funds and relies on its shareholders to fund any
shortfalls in The Company's cash flow on a day to day basis during the time
period that The Company is in the development stage.
 
 Liquidity and Capital
Resources:
 
 In
addition to debt and stockholder funding of capital shortfalls; The Company
anticipates interested investors that intend to fund the Company's growth once a
business is located.
 
 Cash and Cash
Equivalents:
 
 The
Company considers cash on hand and amounts on deposit with financial
institutions which have original maturities of three months or less to be cash
and cash equivalents.
 
 Basis of
Accounting:
 
 The
Company's financial statements are prepared in accordance with U.S. generally
accepted accounting principles.
  Income
Taxes:
 
 The
Company utilizes the asset and liability method to measure and record deferred
income tax assets and liabilities. Deferred tax assets and liabilities reflect
the future income tax effects of temporary differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax basis and are measured using enacted tax rates that apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. Deferred tax assets are reduced by a valuation
allowance when in the opinion of management; it is more likely than not that
some portion or all of the deferred tax assets will not be realized. At this
time, The Company has set up an allowance for deferred taxes but there is no
company history to indicate the usage of deferred tax assets and
liabilities.
  F-6
 
 Fair Value of Financial
Instruments:
 
 The
Company's financial instruments may include cash and cash equivalents,
short-term investments, accounts receivable, accounts payable and liabilities to
banks and shareholders. The carrying amount of long-term debt to banks and
others approximates fair value based on interest rates that are currently
available to The Company for issuance of debt with similar terms and remaining
maturities. The carrying amounts of other financial instruments approximate
their fair value because of short-term maturities.
 
 Concentrations of Credit
Risk:
 
 Financial
instruments which potentially expose The Company to concentrations of credit
risk consist principally of operating demand deposit accounts. The Company's
policy is to place its operating demand deposit accounts with high credit
quality financial institutions. At this time The Company has no deposits that
are at risk.
 
 2. Related Party Transactions
and Going Concern:
 
 The
Company's financial statements have been presented on the basis that it is a
going concern in the development stage, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business.
There can be no assurance these activities will be successful. At this time The
Company has not identified the business in which it wishes to
engage.
 
 The
Company's shareholder has provided some funds for The Company's activities while
The Company takes steps to locate and negotiate with a business entity for
combination. As of December 31, 2008 $19,131 in stockholder loans payable was
used as operating expenses and recorded in accounts payable and
expenses.
 
 3. Accounts Receivable and
Customer Deposits:
 
 Accounts
receivable and Customer deposits do not exist at this time and therefore have no
allowances accounted for or disclosures made.
 
 4. Use of
Estimates:
 
 Management
uses estimates and assumptions in preparing these financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenue and
expenses. Management has no reason to make estimates at this time.
 
 5. Revenue and Cost
Recognition:
 
 The
Company uses the accrual basis of accounting in accordance with generally
accepted accounting principles for financial statement reporting.
 
 6. Accrued
Expenses:
 
 Accrued
expenses consist of accrued tax, professional and office costs during this stage
of the business.
 
 7. Operating Lease
Agreements:
 
 The
Company has no agreements at this time.
  F-7
 
 8. Demand Note
Payable:
 
 On August
1, 2007 the Company entered into a multiple advance note with 4309 Acquisition
Trust whereby the Company may borrow up to $500,000.  The terms allow
interest set to be accrued at the applicable federal rate as given by the
Internal Revenue Service.  At December 31, 2008 the Company had a
principal balance owed in the amount of $198,000 plus accrued
interest.
  9. Stockholder's
Equity:
 
 Preferred
stock includes 10,000,000 shares authorized at a par value of $0.001, of which
none are issued or outstanding.
 
 Common
Stock includes 100,000,000 shares authorized at a par value of $0.001, of which
100,000 have been issued for the amount of $100 on December 31, 2005 in
acceptance of the incorporation expenses for the Company.
 
 10. Required Cash Flow
Disclosure for Interest and Taxes Paid:
 
 The
company has paid no amounts for federal income taxes and interest. The Company
issued 100,000 common shares of stock to its sole shareholder in acceptance of
the incorporation expenses for The Company.
  11. Earnings Per
Share:
 
 Basic
earnings per share ("EPS") is computed by
dividing earnings available to common shareholders by the weighted-average
number of common shares outstanding for the period as required by the Financial
Accounting Standards Board (FASB) under Statement of Financial Accounting
Standards (SFAS) No. 128, "Earnings per Shares".
Diluted EPS reflects the potential dilution of securities that could share in
the earnings.
 
 12. Income
Taxes:
 
 The
Company has available net operating loss carryforwards for financial statement
and federal income tax purposes. These loss carryforwards expire if not used
within 20 years from the year generated.
 
 Deferred
income taxes reflect the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial statement purposes and
the amounts used for income tax purposes.  These losses may be limited
by the Internal Revenue Service when there is a change of control of the
Company.   Significant components of the Company's deferred tax
liabilities and assets as of December 31, 2008 are as follows:
 
 Deferred
      tax assets:Federal
      net operating loss
                          
                          $
                          32,466State
      net operating loss
                          
                          
                          10,822Total
      deferred tax assets
                          
                          
                          43,288Less
      valuation allowance
                          
                          
                          (43,288
                          )$
                          —
 
 The
Company has provided a 100% valuation allowance on the deferred tax assets at
December 31, 2008 to reduce such asset to zero, since there is no assurance that
the Company will generate future taxable income to utilize such asset.
Management will review this valuation allowance requirement periodically and
make adjustments as warranted.
  F-8
 
 The
reconciliation of the effective income tax rate to the federal statutory rate
for the periods ended December 31, 2008 and December 31, 2007 is as
follows:
  2008
                            
                            
                            2007Federal
      income tax rate
                            
                            
                            (15.0
                            )%
                            
                            
                            (15.0
                            )%State
      tax, net of federal benefit
                            
                            
                            (5.0
                            )%
                            
                            
                            (5.0
                            )%Increase
      in valuation allowance
                            
                            
                            20.0
                            %
                            
                            
                            20.0
                            %Effective
      income tax rate
                            
                            
                            0.0
                            %
                            
                            
                            0.0
                            %
 
 13. Changes in Control of
Registrant:
  On July
24, 2007 (the "Effective Date"), a total of 100,000 shares, or 100%, of the
issued and outstanding common stock of the Company changed hands in a personal
transaction.  In a change of control of a Company with net operating
loss carryforwards there may be limitations in the amounts the Company can
carryforward.
  F-9





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





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





ITEM
9A(T).  CONTROLS AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures





Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer (“CEO”) and Chief
Financial Officer (“CFO”) (the Company’s principal financial and accounting
officer), of the effectiveness of the Company’s disclosure controls and
procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the
end of the period covered by this report. Based upon that evaluation, the
Company’s CEO and CFO concluded that the Company’s disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that the Company files or submits under the Exchange
Act, is recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to the Company’s management, including the Company’s CEO and
CFO, as appropriate, to allow timely decisions regarding required
disclosure.




Management's
Annual Report on Internal Control Over Financial Reporting.





The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting for the
Company.  Our internal control system was designed to, in general,
provide reasonable assurance to the Company’s management and board regarding the
preparation and fair presentation of published financial statements, but because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.




8




Our
management assessed the effectiveness of the Company’s internal control over
financial reporting as of December 31, 2008.  The framework used by
management in making that assessment was the criteria set forth in the document
entitled “ Internal Control – Integrated Framework” issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on that assessment,
our management has determined that as of December 31, 2008, the Company’s
internal control over financial reporting was effective for the purposes for
which it is intended.





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




Changes
in Internal Control over Financial Reporting





No change
in our system of internal control over financial reporting occurred during the
period covered by this report, fourth quarter of the fiscal year ended December
31, 2008 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.





PART
III





ITEM
10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE





As
of May 22, 2009, we have one Director and two Officers, a President/Assistant
Secretary and Vice President/Secretary as follows:





Name
            
            Age
            
            Positions
      and Offices HeldPaul
      D. Poetter
            
            55
            
            President/Assistant
      Secretary/DirectorRichard
      V. Savchenko
            
            65
            
            Vice
      President/Secretary





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





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




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





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





Term of
Office




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




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




9




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




Audit
Committee





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




Certain Legal
Proceedings





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




Significant
Employees





None.





Family
Relationships





No family
relationships exist among our directors, executive officers, or persons
nominated or chosen by us to become directors or executive
officers.





Involvement in Certain Legal
Proceedings





To our
knowledge, during the past five (5) years, none of our directors, executive
officers, promoters, control persons, or nominees has been:




·
            the
      subject of any bankruptcy petition filed by or against any business of
      which such person was a general partner or executive officer either at the
      time of the bankruptcy or within two years prior to that
    time;




·
            convicted
      in a criminal proceeding or is subject to a pending criminal proceeding
      (excluding traffic violations and other minor
  offenses);




·
            subject
      to any order, judgment, or decree, not subsequently reversed, suspended or
      vacated, of any court of competent jurisdiction, permanently or
      temporarily enjoining, barring, suspending or otherwise limiting his
      involvement in any type of business, securities or banking activities;
      or




·
            found
      by a court of competent jurisdiction (in a civil action), the Commission
      or the Commodity Futures Trading Commission to have violated a federal or
      state securities or commodities
law.





Auditors;
Code of Ethics; Financial Expert





We do not
have an audit committee financial expert.  We do not have an audit
committee financial expert because we believe the cost related to retaining a
financial expert at this time is prohibitive.  Furthermore, because we
are only beginning our commercial operations, at the present time, we believe
the services of a financial expert are not warranted.




Potential
Conflicts of Interest





We are
not aware of any current or potential conflicts of interest with any of our
executives or directors.




10




ITEM 11.   EXECUTIVE COMPENSATION





Compensation of Executive
Officers





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





SUMMARY
COMPENSATION TABLE




Name
      and Principal Position
                          
                          Year
                          
                          Salary
                            ($)
                          
                          
                          Bonus
                            ($)
                          
                          
                          Stock
      Awards
                            ($)
                          
                          
                          Option
      Awards
                            ($)
                          
                          
                          Non-Equity Incentive Plan
      Compensation ($)
                          
                          
                          Non-Qualified
      Deferred Compensation Earnings
                            ($)
                          
                          
                          All
      Other Compensation
                            ($)
                          
                          
                          Totals
                            ($)Paul
      Poetter President, Chief
                          
                          2008
                          
                          $
                          84,000
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          84,000Executive
      Officer,
                          
                          2007
                          
                          $
                          41,583
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          $
                          41,583Chief
      Financial OfficerRichard
      Savchenko Vice
                          
                          2008
                          
                          $
                          29,000
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          29,000President,
      Secretary
                          
                          2007
                          
                          $
                          6,913
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          $
                          6,913




Employment
Agreements




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




ITEM 12.  
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT





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





Name
      and Address of
              Beneficial
      Owner
            
            Amount
      of
              Beneficial
      Ownership
            
            Percentage
              of
      ClassPaul
      Poetter
            
            
            100,000
            
            
            100
            %3707
      E. Southern Ave.Suite
      1087, Box 1080Mesa,
      AZ, 85206All
      Executive Officersand
      Directors as a Group
            
            
            100,000
            
            
            100
            %(2
      Person)





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





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




11





ITEM
14.   PRINCIPAL ACCOUNTING FEES AND SERVICES





(1)
Audit Fees





For the
Company’s fiscal year ended December 31, 2008, we were billed approximately
$3,200 for professional services rendered for the audit of our financial
statements. We were not billed for the review of financial statements included
in our periodic and other reports filed with the Securities and Exchange
Commission for our year ended December 31, 2008.





Audit Related
Fees





There
were no fees for audit related services for the years ended December 31, 2008
and 2007.




Tax Fees




For the
Company’s fiscal year ended December 31, 2008, we were not billed
by  our principle accountant for professional services rendered for
tax compliance, tax advice, and tax planning.





All Other
Fees




The
Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal years ended December 31, 2008 and
2007.




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





Effective
May 6, 2003, the Securities and Exchange Commission adopted rules that require
that before our auditor is engaged by us to render any auditing or permitted
non-audit related service, the engagement be:





·
            approved
      by our audit committee; or





·
            entered
      into pursuant to pre-approval policies and procedures established by the
      audit committee, provided the policies and procedures are detailed as to
      the particular  service,  the  audit
      committee is informed of each service, and such policies and procedures do
      not include delegation of the audit committee's responsibilities to
      management.





We do not
have an audit committee.  Our entire board of directors pre-approves
all services provided by our independent auditors. The pre-approval process has
just been implemented in response to the new rules. Therefore, our board of
directors does  not  have  records
of  what percentage of the above fees were
pre-approved.  However, all of the above services and fees were
reviewed and approved by the entire board of directors either before or after
the respective services were rendered.





PART
IV





ITEM 15.   EXHIBITS, FINANCIAL STATEMENT
SCHEDULES.




a)
Documents filed as part of this Annual Report




1.
Financial Statements




2.
Financial Statement Schedules




3.
Exhibits




Exhibit No.
            
            Title
      of Document31.1
            
            Rule
      13a-14(a)/ 15d-14(a) Certification of Chief Executive
    Officer31.2
            
            Rule
      13a-14(a)/ 15d-14(a) Certification of Chief Financial
    Officer32.1
            
            Section
      1350 Certification of Chief Executive Officer32.2
            
            Section
      1350 Certification of Chief Financial
Officer




12




SIGNATURES





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




4309,
      Inc.Date:
      May 22, 2009
              By:
              /s/ Paul
      PoetterPaul
      PoetterPresident/Director




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




Name
              
              Title
              
              Date/s/
      Paul Poetter
              
              President/Director
              
              May
      22, 2009Paul
      Poetter




13