SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-KSB/A


(Amendment No.
2 )




(Mark
One)




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




For
the fiscal year ended December 31, 2007




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




For the
transition period from ___________ to ___________




Commission
File No. 000-51877




4301,
INC.


(Name
of small business issuer in its charter)




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




19800
      MacArthur Blvd., Irvine, California
            92612(Address
      of principal executive offices)
            (Zip
      Code)




(949)
798-6138


(Registrant’s
telephone number, including area code)




Securities
      registered under Section 12(b) of the Exchange Act:Title
      of each class registered:
            Name
      of each exchange on which registered:None
            NoneSecurities
      registered under Section 12(g) of the Exchange Act:Common
      Stock, par value $.001
              (Title
      of class)




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during he
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  þ
            No  o





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


Yes
      þ
            No 
      o




Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of the registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. 




Revenues
for year ended December 31, 2007: $0





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




Number of
shares of the registrant’s common stock outstanding as of March 13, 2007 was:
100,000




Transitional
      Small Business Disclosure Format:
            Yes
      o
            No
      þ






Table
of Contents






Explanatory
Note
 
 This
Annual Report on Form 10-KSB/A is filed as an amendment to the Annual Report on
Form 10-KSB filed by 4301, Inc. (the “Company”) on March 13, 2008 (the “Original
10-KSB”). The Company is amending Item 8(a) (Controls and Procedures) to
conclude that our disclosure controls and procedures are not effective
because we failed to include our   Management’s Report on Internal
Control over Financial Reporting which was a failure to comply with the
required disclosures under provisions of Item 308 in Regulation
S-K.


Table
of Contents














TABLE OF CONTENTS




PART
      I
            
            1ITEM
      1.
            DESCRIPTION
      OF BUSINESS
            1ITEM
      2.
            DESCRIPTION
      OF PROPERTY
            2ITEM
      3.
            LEGAL
      PROCEEDINGS
            2ITEM
      4.
            SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
            2PART
      II
            
            2ITEM
      5.
            MARKET
      FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
            3ITEM
      6.
            MANAGEMENT’S
      DISCUSSION OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
            4ITEM
      7.
            FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
            4ITEM
      8.
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURES
            5ITEM
      8A.
            CONTROLS
      AND PROCEDURES
            5PART
      III
            
            5ITEM
      9.
            DIRECTORS
      AND EXECUTIVE OFFICERS OF THE REGISTRANT
            6ITEM
      10.
            EXECUTIVE
      COMPENSATION
            7ITEM
      11.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
            7ITEM
      12.
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS
            8PART
      IV
            
            8ITEM
      13.
            EXHIBITS
      LIST AND REPORTS ON FORM 8-K
            8ITEM
      14.
            PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
            8SIGNATURES
            
            9










Table
of Contents










PART
I




ITEM
      1.
            DESCRIPTION OF
BUSINESS




General




4301,
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;






1
 Table
of Contents






-
            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




We have
no full time employees. Our president has agreed to allocate a portion of his
time to the activities of the Company, without compensation. The president
anticipates that our business plan can be implemented by his devoting no more
than 10 hours per month to the business affairs of the Company and,
consequently, conflicts of interest may arise with respect to the limited time
commitment by such officer.




ITEM
      2.
            DESCRIPTION OF
PROPERTY




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




ITEM
      3.
            LEGAL PROCEEDINGS




We are
not presently parties to any litigation, nor to our knowledge and belief is any
litigation threatened or contemplated.




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




None.




PART
II




ITEM
      5.
            MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS




No Public Market for Common
Stock




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




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






2
 Table
of Contents






Holders




There is
one holder of our Common Stock. The issued and outstanding shares of our Common
Stock were issued in accordance with the exemptions from registration afforded
by Section 4(2) of the Securities Act of 1933.




Dividends




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




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




Recent Sales of Unregistered
Securities




None.




Equity Compensation Plan
Information




The
following table sets forth certain information as of December 31, 2007, 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.
            MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATIONS




Plan of
Operation




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






3
 Table
of Contents






Results of
Operation




The
Company did not have any operating income from inception (December 9, 2005)
through December 31, 2007. For the year ended December 31, 2007, the registrant
recognized a net loss of $2,500. Some general and administrative expenses from
inception were accrued. Expenses from inception were comprised of costs mainly
associated with legal, accounting and office.




Liquidity and Capital
Resources




At
December 31, 2007, the Company had no capital resources and will rely upon the
issuance of common stock 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.




Yusuke
Matsuo will supervise the search for target companies as potential candidates
for a business combination. Yusuke Matsuo will pay, as his own expenses, any
costs he incurs in supervising the search for a target company.




Yusuke
Matsuo 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. Yusuke Matsuo controls us
and therefore has the authority to enter into any agreement binding us. Yusuke
Matsuo as our sole officer, director and only shareholder can authorize any such
agreement binding us. See "ITEM 4:




ITEM
      7.
              FINANCIAL STATEMENTS




4
 Table
of Contents




4301,
Inc.


(a
development stage company)
  FINANCIAL
STATEMENTS
  AS
OF DECEMBER 31, 2007
 
 
 4301,
Inc.
 (a
development stage company)
 Financial
Statements Table of Contents
  FINANCIAL
      STATEMENTS
                  Page
      #Independent
      Registered Auditor Report
                  F-1Balance
      Sheet
                  F-2Statement of
      Operations and Retained Deficit
                  F-3Statement of
      Stockholders Equity
                  F-4Cash Flow
      Statement
                  F-5Notes to the
      Financial Statements
                  F-6
 
 Table
of Contents
  
 Gately
& Associates, LLC
 Winter
Park, FL
  REPORT
OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
  To the
Board of Directors and shareholder
 4301,
Inc.
 Winter
Springs, FL
  We
have audited the accompanying combined balance sheets of 4301, Inc. as of
December 31, 2007 and the related combined statements of income and retained
earnings, and cash flows for the year ended December 31, 2007. These financial
statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based on
the audit.
 
 We
conducted the audit in accordance with U.S. generally accepted auditing
standards. These standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that the audit provides a reasonable basis for our
opinion.
 
 In
our opinion, the financial statements referred to above present fairly, in all
material respects, the combined financial position of 4301, Inc. as of December
31, 2007, and the combined statements of income and retained earnings, and cash
flows for the year then ended in conformity with U.S. generally accepted
accounting principles.
  
 Gately
& Associates, LLC
 Winter
Park, FL
 February
20, 2008
  F-1
 Table
of Contents
  4301,
      Inc.(a
      development stage company)BALANCE
      SHEETAs
      of December 31, 2007 and December 31, 2006ASSETSCURRENT
      ASSETS
                  
                  12/31/2007
                  
                  
                  12/31/2006Cash
                  
                  $
                  -
                  
                  
                  $
                  -Total
      Current Assets
                  
                  
                  -
                  
                  
                  
                  -TOTAL
      ASSETS
                  
                  $
                  -
                  
                  
                  $
                  -LIABILITIES AND
      STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESAccrued
      Expenses
                  
                  $
                  4,250
                  
                  
                  $
                  1,750Total
      Current Liabilities
                  
                  
                  4,250
                  
                  
                  
                  1,750TOTAL
      LIABILITIES
                  
                  
                  4,250
                  
                  
                  
                  1,750STOCKHOLDERS'
      EQUITYPreferred Stock
      - Par value $0.001;Authorized:
      10,000,000None
      issues and outstanding
                  
                  
                  -
                  
                  
                  
                  -Common
      Stock - Par value $0.001;Authorized:
      100,000,000Issued
      and Outstanding: 100,000
                  
                  
                  100
                  
                  
                  
                  100Additional
      Paid-In Capital
                  
                  
                  -
                  
                  
                  
                  -Accumulated
      Deficit
                  
                  
                  (4,350
                  )
                  
                  
                  (1,850
                  )Total Stockholders'
      Equity
                  
                  
                  (4,250
                  )
                  
                  
                  (1,750
                  )TOTAL LIABILITIES
      AND EQUITY
                  
                  $
                  -
                  
                  
                  $
                  -
  The
accompanying notes are an integral part of these financial
statements.
   F-2
 Table
of Contents
  4301,
      Inc.(a
      development stage company)STATEMENT
      OF OPERATIONSFor
      the twelve months ending December 31, 2007 and 2006from
      inception (December 9, 2005) through December 31, 200712
      MONTHS
                
                
                12
      MONTHS
                
                
                FROMENDING
                
                
                ENDING
                
                
                INCEPTION12/31/2007
                
                
                12/31/2006
                
                
                TO
      12/31/07REVENUE
                
                $
                -
                
                
                $
                -
                
                
                $
                -COST OF
      SERVICES
                
                
                -
                
                
                
                -
                
                
                
                -GROSS PROFIT OR
      (LOSS)
                
                
                -
                
                
                
                -
                
                
                
                -GENERAL AND
      ADMINISTRATIVE EXPENSES
                
                
                2,500
                
                
                
                1,450
                
                
                
                4,350NET INCOME
      (LOSS)
                
                
                (2,500
                )
                
                
                (1,450
                )
                
                
                (4,350
                )ACCUMULATED DEFICIT,
      BEGINNING BALANCE
                
                
                (1,850
                )
                
                
                (400
                )
                
                
                -ACCUMULATED DEFICIT,
      ENDING BALANCE
                
                $
                (4,350
                )
                
                $
                (1,850
                )
                
                $
                (4,350
                )Earnings (loss) per
      share
                
                $
                (0.03
                )
                
                $
                (0.01
                )Weighted average
      number of common shares
                
                
                100,000
                
                
                
                100,000
  The accompanying notes are
an integral part of these financial statements.
   F-3
 Table
of Contents
  4301,
      Inc.(a
      development stage company)STATEMENT
      OF STOCKHOLDERS' EQUITYFrom
      inception (December 9, 2005) through December 31, 2007COMMON
                
                
                ACCUM.
                
                
                TOTALSHARES
                
                
                STOCK
                
                
                DEFICIT
                
                
                EQUITYStock
      issued on acceptance
                
                
                100,000
                
                
                $
                100
                
                
                $
                -
                
                
                $
                100of
      incorporation expensesDecember
      9, 2005Net
      Income (Loss)
                
                
                
                
                
                
                
                
                
                
                (400
                )
                
                
                (400
                )Total,
      December 31, 2005
                
                
                100,000
                
                
                $
                100
                
                
                $
                (400
                )
                
                $
                (300
                )Net
      Income (Loss)
                
                
                
                
                
                
                
                
                
                
                (1,450
                )
                
                
                (1,450
                )Total,
      December 31, 2006
                
                
                100,000
                
                
                $
                100
                
                
                $
                (1,850
                )
                
                $
                (1,750
                )Net
      Income (Loss)
                
                
                
                
                
                
                
                
                
                
                (2,500
                )
                
                
                (2,500
                )Total,
      December 31, 2007
                
                
                100,000
                
                
                $
                100
                
                
                $
                (4,350
                )
                
                $
                (4,250
                )
  The accompanying notes are
an integral part of these financial statements.
   F-4
 Table
of Contents
  4301,
      Inc.(a
      development stage company)STATEMENTS
      OF CASH FLOWSFor
      the twelve months ending December 31, 2007 and 2006from
      inception (December 9, 2005) through December 31, 200712
      MONTHS
                  
                  
                  12
      MONTHS
                  
                  
                  FROMENDING
                  
                  
                  ENDING
                  
                  
                  INCEPTIONCASH FLOWS FROM
      OPERATING ACTIVITIES
                  
                  12/31/2007
                  
                  
                  12/31/2006
                  
                  
                  TO
      12/31/07Net
      income (loss)
                  
                  $
                  (2,500
                  )
                  
                  $
                  (1,450
                  )
                  
                  $
                  (4,350
                  )Stock
      issued as compensation
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  100Increase
      (Decrease) in Accrued Expenses
                  
                  
                  2,500
                  
                  
                  
                  1,450
                  
                  
                  
                  4,250Total
      adjustments to net income
                  
                  
                  2,500
                  
                  
                  
                  1,450
                  
                  
                  
                  4,350Net
      cash provided by (used in) operating activities
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -CASH FLOWS FROM
      INVESTING ACTIVITIESNone
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Net
      cash flows provided by (used in) investing activities
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -CASH FLOWS FROM
      FINANCING ACTIVITIESNone
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Net
      cash flows provided by (used in) financing activities
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -CASH
      RECONCILIATIONNet
      increase (decrease) in cash
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Cash
      - beginning balance
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -CASH BALANCE - END OF
      PERIOD
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
  The accompanying notes are
an integral part of these financial statements.
   F-5
 Table
of Contents
  4301,
Inc.
 (a
development stage company)
 NOTES TO
FINANCIAL STATEMENTS
 
 1.   Summary of significant accounting
policies:
 
 Industry:
  4301,
Inc. (the Company), a Company incorporated in the state of Delaware as of December
9, 2005 plans to locate and negotiate with a business entity for the combination
of that target company with The Company. The combination will normally
take the form of a merger, stock-for-stock exchange or stock- for-assets
exchange. In most instances the target company will wish to structure the
business combination to be within the definition of a tax-free reorganization
under Section 351 or Section 368 of the Internal Revenue Code of 1986, as
amended. No assurances can be given that The Company will be successful in
locating or negotiating with any target company.
 
 The
Company has been formed to provide a method for a foreign or domestic private
company to become a reporting ("public") company whose securities are qualified
for trading in the United States secondary market.
 
 The
Company has adopted its fiscal year end to be December 31.
 
 Results of Operations and Ongoing
Entity:
  The
Company is considered to be an ongoing entity for accounting purposes; however,
there is substantial doubt as to the Company's ability to continue as a going
concern. The Company's shareholders fund any shortfalls in The Company's cash flow
on a day to day basis during the time period that The Company is in the
development stage.
 
 Liquidity and Capital
Resources:
  In
addition to the stockholder funding capital shortfalls; The Company anticipates
interested investors that intend to fund the Company's growth once a business
is located.
 
 Cash and Cash
Equivalents:
  The
Company considers cash on hand and amounts on deposit with financial institutions
which have original maturities of three months or less to be cash and cash
equivalents.
 
 Basis of Accounting:
  The
Company's financial statements are prepared in accordance with U.S. generally
accepted accounting principles.
 
 
 F-6
 Table
of Contents
 
 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 bases and are measured using enacted tax rates that apply to
taxable income in the years in which those temporary differences are expected to be
recovered or settled. Deferred tax assets are reduced by a valuation allowance
when in the opinion of management, it is more likely than not that some
portion or all of the deferred tax assets will not be realized. At this time, The
Company has set up an allowance for deferred taxes as there is no company
history to indicate the usage of deferred tax assets and
liabilities.
 
 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 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. At this time
The Company has not identified the business that it wishes to engage in.
 
 The
Company's shareholder funds The Company's activities while The Company takes steps to
locate and negotiate with a business entity for combination; however, there can
be no assurance these activities will be successful.
 
 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.
 
 
 F-7
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of Contents
 
 
 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 legal, accounting and office costs during this
stage of the business.
 
 7.   Operating Lease
Agreements:
 
 The
Company has no agreements at this time.
 
 8.   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.
 
 9.   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.
 
 10.  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.
 
 
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of Contents
 
 
 
 
 11.  Income
Taxes:
 
 The
Company has available net operating loss carryforwards for financialstatement
and federal income tax purposes. These loss carryforwards expire ifnot used
within 20 years from the year generated. The Company's management hasdecided a
valuation allowance is necessary to reduce any tax benefits becausethe
available benefits are more likely than not to expire before they can beused.  These
net operating losses expire as the following, $400 at 2025, $1,450at 2026,
and $2,500 at 2027.
  The Company has available
net operating loss carry-forwards for financial statement and federal income tax
purposes. These loss carry-forwards expire if not used within 20 years from the
year generated. The Company's management has decided a valuation allowance is
necessary to reduce any tax benefits because the available benefits are more
likely than not to expire before they can be used.
  The Company's management
determines if a valuation allowance is necessary to reduce any tax benefits when
the available benefits are more likely than not to expire before they can be
used.  The tax based net operating losses create tax benefits in the
amount of $870 from inception through December 31, 2007.
  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. Significant components of the Company's
deferred tax liabilities and assets as of December 31, 2007 are as
follows:
  Deferred tax
assets:
 Federal net operating
loss           
$    653
 State net operating
loss               
  217
  Total Deferred Tax
Asset                  
 870
 Less valuation
allowance            
  (870)
 0
  The
reconciliation of the effective income tax rate to the federal statutory rate is
as follows:
 
  Federal income tax
rate                       
15.0%
 State tax, net of federal
benefit            
5.0%
 Increase in valuation
allowance       (20.0%)
  Effective income tax
rate        0.0%




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ITEM
      8.
            CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
      FINANCIAL DISCLOSURE




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




ITEM
      8A.
            CONTROLS AND
PROCEDURES





Evaluation of disclosure
controls and procedures





Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
Exchange Act of 1934, as amended (Exchange Act), as of December 31, 2007. Based
on this evaluation, our principal executive officer and principal financial
officers have concluded that our disclosure controls and procedures are
not effective to ensure that information required to be disclosed by us
in the reports we file or submit under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in the Securities and
Exchange Commission’s rules based on the material weakness described
below:
 
 -
              We
      failed to include the Management’s Report on Internal Control Over
      Financial Reporting in our Form 10-KSB filed on March 13,
      2008.
 
 We are
developing a plan to ensure that all information will be recorded, processed,
summarized and reported accurately, and as of the date of this report, we have
taken the following steps to address the above-referenced material weaknesses in
our internal control over financial reporting:
 
 1.
              We
      have amended the Form 10-KSB to include the Management’s Report on
      Internal Controls Over Financial
Reporting;
 
 2.
              We
      will continue to educate our management personnel to comply with the
      disclosure requirements of Securities Exchange Act of 1934 and Regulation
      S-K; and
 
 3.
              increase
      management oversight of accounting and reporting functions in the
      future.


MANAGEMENT’S
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
  Management of the Company is
responsible for establishing and maintaining effective internal control over
financial reporting as defined in Rule 13a-15(f) under the Exchange
Act.  The Company’s internal control over financial reporting is
designed to provide reasonable assurance to the Company’s management and Board
of Directors regarding the preparation and fair presentation of published
financial statements in accordance with United State’s generally accepted
accounting principles (US GAAP),including
those policies and procedures that: (i) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company, (ii) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with US GAAP and that receipts
and expenditures are being made only in accordance with authorizations of
management and directors of the company, and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of the company’s assets that could have a material effect on
the financial statements.
  Management conducted an evaluation of
the effectiveness of internal control over financial reporting based on the
framework in Internal Control—Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission.  Management’s
assessment included an evaluation of the design of our internal control over
financial reporting and testing of the operational effectiveness of our internal
control over financial reporting.  Based on this assessment,
Management concluded the Company maintained effective internal control over
financial reporting as of December 31, 2007.
  Because of its inherent limitations,
internal control over financial reporting may not prevent or detect
misstatements.  Therefore, even those systems determined to be
effective can provide only reasonable assurance with respect to financial
statement preparation and presentation.
  This annual report does not include an
attestation report of the Company’s registered public accounting firm regarding
internal control over financial reporting.  Management’s report was
not subject to attestation by our registered public accounting firm pursuant to
temporary rules of the Securities and Exchange Commission that permit the
Company to provide only management’s report in this Annual
Report.


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PART
III




ITEM
      9.
            DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS:
      COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
  ACT




We have
one Director and Officer as follows:




Name
              Age
              Positions and Offices
    HeldYusuke
      Matsuo
              
              President/Director


Yusuke
Matsuo was appointed as a member of the Company’s Board of Directors and as the
Company’s President, Chief Executive Officer, Chairman of the Board, and Chief
Financial Officer each as of March 27, 2007. From January 1, 2007 to the present
Mr. Matsuo has been doing research to establish his own employment agency and
internet-based employment advertising site in Japan.  He has also been
employed on a per diem basis doing work such as moving jobs, construction jobs,
delivery jobs, and factory jobs.  From May 7, 2006 to December 28,
2006 Mr. Matsuo worked for Kluster, Co. Ltd., an employment agency, as a Branch
Operation Coordinator. In that capacity he was responsible for managing the day
to day activity of the employment agency, specifically coordinating workers to
job sites, preparing daily management reports, and managing compensation for
workers.  From June 2, 2003 to April 25, 2006 Mr. Matsuo worked as a
Branch Manager for Master Piece Co, Ltd. where he was responsible for managing
day to day activity of employment agency and training office staff.




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





Term of
Office




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




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




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




Audit
Committee




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






6
 Table
of Contents






Certain Legal
Proceedings




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




Compliance With Section
16(A) Of The Exchange Act.




Section
16(a) of the Exchange Act requires the Company’s officers and directors, and
persons who beneficially own more than 10% of a registered class of the
Company’s equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and are required to
furnish copies to the Company. To the best of the Company’s knowledge, any
reports required to be filed were timely filed in fiscal year ended December 31,
2007.




Code of
Ethics




The
Company has adopted a Code of Ethics applicable to its Chief Executive Officer
and Chief Financial Officer. This Code of Ethics is filed herewith as an
exhibit.




ITEM
      10.
            EXECUTIVE
COMPENSATION




Compensation of Executive
Officers





The
following summary compensation table sets forth all compensation awarded to,
earned by, or paid to the named executive officers paid by us during the fiscal
years ended December 31, 2007 and 2006 in all capacities for the accounts of our
executives, including the Chief Executive Officer (CEO) and Chief Financial
Officer (CFO):





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
              ($)Yusuke
      Matsuo
              President,
      Chief
            2007
            
            $
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            $
            0Executive
      Officer,
            2006
            
            $
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            $
            0Chief
      Financial Officer





Employment
Agreements




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




ITEM
      11.
            SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT




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




Name and
      Address of
                Beneficial
      Owner
              Amount
      of Beneficial Ownership
              Percentage of
      ClassYusuke
      Matsuo
              100,000
              100%All
      Executive Officers

                and
      Directors as a Group (1 Person)
              100,000
              100%






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 Table
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ITEM
      12.
            CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS.




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




PART
IV




ITEM
      13.
            EXHIBITS




Method of
      Filing
            Exhibit
      Number
            Exhibit
      TitleIncorporated
      by reference to Exhibit 3.1 to Form 10SB filed on April 3, 2006 (File No.
      000-51877)
            3.1
            Certificate
      of Incorporation of 4301, Inc.Incorporated
      by reference to Exhibit 3.2 to Form 10SB filed on April 3, 2006 (File No.
      000-51877)
            3.2
            By-LawsFiled
      with the original Form 10-KSB on March 13, 2008
            14
            Code
      of EthicsFiled
      herewith
            31.1
            Certification
      of Yusuke Matsuo pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.Filed
      herewith
            32.1
            Certification
      of Yusuke Matsuo pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
      Section 906 of the Sarbanes-Oxley Act of
2002.




ITEM
      14.
            PRINCIPAL ACCOUNTANT FEES AND
  SERVICES




Audit
Fees




For the
Company’s fiscal year ended December 31, 2007, we were billed approximately
$1,500.00 for professional services rendered for the audit and review of
financial statements included in our periodic and other reports filed with the
Securities and Exchange Commission for our year ended December 31,
2007




Tax Fees




For the
Company’s fiscal year ended December 31, 2006, we were not billed for
professional services rendered for tax compliance, tax advice, and tax
planning.




All Other
Fees




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




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.






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 Table
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SIGNATURES




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




4301, Inc.




By:
            /s/
      Yusuke MatsuoChief
      Executive Officer
              Chief
      Financial Officer




Dated:
            August
      22 , 2008




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




Name
            Title
            Date/s/
      Yusuke Matsuo
              Yusuke
      Matsuo
            Chief
      Executive Officer
              Chief
      Financial Officer,
              and
      Director
            August
      22 , 2008







9