UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-KSB

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

For the fiscal year ended March 31, 2008Commission file number: 000-52776

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

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

47 School AvenueChatham, New Jersey 07928(Address of Principal Executive Offices)

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

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

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

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

Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.          o

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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.           YesxNoo

Check if there is no disclosure of delinquent filers pursuant to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrants
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.x

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

For the year ended March 31, 2008, the issuer had no revenues.

As of June 19, 2008, the aggregate market value of the voting stock held by non-affiliates of the issuer (based upon the closing price on the NASDAQ OTC Bulletin Board of $0.25 per share)
was approximately $1,650,942.

The number of shares outstanding of the issuers common stock, $.001 par value, as of June 20, 2008 was 66,037,750 shares.

DOCUMENTS INCORPORATED BY REFERENCENONE

Transitional Small Business Disclosure Format (Check One):YesoNox

---



NEWTOWN LANE MARKETING, INCORPORATEDForm 10-KSB Annual ReportTable of Contents

|PART I      |  |                                                                                     |   
|----------- |  | ----------------------------------------------------------------------------------- | --
|Item 1.     |  | Business                                                                            | 2 
|Item 2.     |  | Properties                                                                          | 8 
|Item 3.     |  | Legal Proceedings                                                                   | 8 
|Item 4.     |  | Submission of Matters to a Vote of Security Holders                                 | 8 
|PART II     |  |                                                                                     |   
|Item 5.     |  | Market for Common Equity, Related Stockholder Matters                               |   
|            |  | and Small Business Issuer Purchases of Equity Securities                            | 8 
|Item 6.     |  | Plan of Operation                                                                   | 9 
|Item 7.     |  | Financial Statements                                                                | 10
|Item 8.     |  | Change in and Disagreements with Accountants on Accounting                          |   
|            |  | and Financial Disclosure                                                            | 10
|Item 8A(T). |  | Controls And Procedures                                                             | 10
|Item 8B.    |  | Other Information                                                                   | 10
|           
|PART III    |  |                                                                                     |   
|Item 9.     |  | Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; |   
|            |  | Compliance With Section 16(a) of the Exchange Act                                   | 11
|Item 10.    |  | Executive Compensation                                                              | 12
|Item 11.    |  | Security Ownership of Certain Beneficial Owners and Management and                  |   
|            |  | Related Stockholder Matters                                                         | 13
|Item 12.    |  | Certain Relationships and Related Transactions, and Director Independence           | 13
|Item 13.    |  | Exhibits                                                                            | 14
|Item 14.    |  | Principal Accountant Fees and Services                                              | 14

FORWARD LOOKING STATEMENT INFORMATION

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

1

---



PART 1

ITEM 1. BUSINESSTHE COMPANYS HISTORY

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

CHANGE OF OWNERSHIP TRANSACTIONS

On August 8, 2007 (the Effective Date), we entered into and closed a Stock Purchase Agreement (the Purchase Agreement) with Moyo Partners, LLC, a New York limited liability company
(Moyo) and R&R Biotech Partners, LLC, a Delaware limited liability company (R&R collectively with Moyo, the Purchasers), pursuant to which we sold to them, in the aggregate, twenty two million three
hundred ninety six thousand two hundred twenty nine (22,396,229) shares of our common stock, par value $0.001 per share(Common Stock) andfive hundred (500)sharesof newly created Series A
Convertible Preferred Stock, par value $0.001 per share (the Preferred Stock), each share convertible at the option of the holder into seventy four thousand seventy-five and one-half (74,075.5) shares of Common Stock, for aggregate
grossproceeds to us of $600,000. The shares of Preferred Stock were convertible only to the extent there were a sufficient number of shares of Common Stock available for
issuance upon any such conversion.

On the Effective Date: (i) the Purchasers acquired control of Newtown, with (a) R&R acquiring forty seven million five hundred forty seven thousand one hundred eighty three (47,547,183) shares of Common Stock (assuming
the conversion by R&R of the four hundred (400) shares of Preferred Stock it acquired pursuant to the Purchase Agreement into twenty nine million six hundred thirty thousand two hundred (29,630,200) shares of Common Stock) constituting 72% of
the then issued and outstanding shares of Common Stock, and (b) Moyo acquiring eleven million eight hundred eighty six thousand seven hundred ninety six (11,886,796) (assuming the conversion by Moyo of its one hundred (100) shares of Preferred Stock
it acquired pursuant to the Purchase Agreement into seven million four hundred seven thousand five hundred fifty (7,407,550) shares of Common Stock) constituting 18% of the then issued and outstanding shares of Common Stock; and (ii) in full
satisfaction of our obligations under outstanding convertible promissory notes in the principal amount of $960,000 (the December Notes), the Noteholders of the December Notes converted an aggregate of $479,811 of principal and
accrued interest into 1,370,987 shares of Common Stock and accepted a cash payment from us in the aggregate amount of $625,030 for the remaining principal balance.

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

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

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

2

---



On December 19, 2007, the holders of all the issued and outstanding shares of Preferred Stock elected to convert all of their Preferred Stock into shares of Common Stock. As a result, the 500 shares of Preferred Stock
outstanding were exchanged for 37,037,750 shares of Common Stock.

As of March 31, 2008, our authorized capital stock consists of 100,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock of which 66,037,750 shares of Common Stock, and no shares of Preferred Stock, were
issued and outstanding. All shares of Common Stock currently outstanding are validly issued, fully paid and non-assessable.

THE COMPANY TODAY

Since the Effective Date, our purpose has been to serve as a vehicle to acquire an operating business and we are currently considered a shell company inasmuch as we are not generating revenues, do not own an
operating business, and have no specific plan other than to engage in a merger or acquisition transaction with a yet-to-be identified operating company or business. We have no employees and no material assets.

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

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

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

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

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

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

-            experience and skill of management
and availability of additional personnel of the target business;

-           costs associated with effecting the business combination;

3

---



-           equity interest retained by our stockholders in the merged entity;

-           growth potential of the target business;

-           capital requirements of the target business;

-           capital available to the target business;

-           stage of development of the target business;

-proprietary features and degree of intellectual property
  or other protection of the target business;

-           the financial statements of the target business; and

-           the regulatory environment in which the target business operates.

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

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

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

As a general rule, federal and state tax laws and regulations have a significant impact upon the structuring of business combinations. We will evaluate the possible tax consequences of any prospective business combination
and will endeavor to structure a business combination so as to achieve the most favorable tax treatment to our company, the target business and our respective stockholders. There can be no assurance that the Internal Revenue Service or relevant
state tax authorities will ultimately assent to our tax treatment of a particular consummated business combination. To the extent the Internal Revenue Service or any relevant state tax authorities ultimately prevail in recharacterizing the tax
treatment of a business combination, there may be adverse tax consequences to our company, the target business, and our respective stockholders.

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

Section 3(a) of the Investment Company Act excepts from the definition of an investment company an entity which does not engage primarily in the business of investing, reinvesting or trading in securities, or
which does not engage in the business of investing, owning, holding or trading investment securities (defined as all securities other than government securities or securities of majority-owned subsidiaries) the value of which
exceed 40% of the value of its total assets (excluding government securities, cash or cash items). We intend to operate any business

4

---



in the future in a manner which will result in the availability of this exception from the definition of an investment company. Consequently, our acquisition of a company or business through the purchase and sale of
investment securities will be limited. Although we intend to act to avoid classification as an investment company, the provisions the Investment Company Act are extremely complex and it is possible that we may be classified as an inadvertent
investment company. We intend to vigorously resist classification as an investment company, and to take advantage of any exemptions or exceptions from application of the Investment Company Act, which allows an entity a onetime option during any
three-year period to claim an exemption as a transient investment company. The necessity of asserting any such resistance, or making any claim of exemption, could be time consuming and costly, or even prohibitive, given our limited
resources.

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

RISK FACTORS

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

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

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

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

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

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

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

5

---



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

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

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

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

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

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

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

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

6

---



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

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

MANAGEMENT WILL CHANGE UPON THE CONSUMMATION OF A MERGER.

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

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

Our Certificate of Incorporation authorized the issuance of 100,000,000 shares of Common Stock. There are currently 66,037,750 authorized but unissued shares of Common Stock available for issuance. To the extent that
additional shares of Common Stock are authorized and issued in connection with a merger or business combination, our stockholders could experience significant dilution of their respective ownership interests.  Furthermore, the issuance of a
substantial number of shares of Common Stock may adversely affect prevailing market prices, if any, for the Common Stock and could impair our ability to raise additional capital through the sale of equity securities.

CONTROL BY EXISTING STOCKHOLDER.

R&Rbeneficially owns 72% of the outstanding shares of our Common Stock. As a result, this stockholder is able to exercise control over matters requiring
stockholder approval, including the election of directors, and the approval of mergers, consolidations and sales of all or substantially all of our assets.

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

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

7

---



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

Our Common Stock is quoted on the NASDAQ OTC Bulletin Board (OTCBB), which provides significantly less liquidity than a securities exchange (such as the American or New York Stock Exchange) or an automated
quotation system (such as the Nasdaq Global Market or Capital Market). There is uncertainty that we will ever be accepted for a listing on an automated quotation system or national securities exchange.

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

ITEM 2. PROPERTIES

Our principal offices are located at 47 School Avenue, Chatham, New Jersey which are owned by an affiliate of Kirk Warshaw, our chief financial officer and secretary. We occupy our principal offices on a month to month
basis for no rent. We do not own or intend to invest in any real property. We currently have no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in
real estate activities.

ITEM 3. LEGAL PROCEEDINGS

We are not a party to any pending legal proceedings.

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

None.

PART II

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


(a) Market Information:

Our Common Stock is traded on Nasdaqs Over-The-Counter Bulletin Board (OTCBB) market under the symbol NWLM. The following table sets forth, for the periods indicated and as reported on the
OTCBB, the high and low bid pricesfor our Common Stock. Such quotations reflect inter-dealer prices, without retail mark-up, markdown or commission and may not necessarily
represent actual transactions.  There were no trades of our securities on the OTCBB prior to January 16, 2007.

|                 |  | Bid Prices
|---------------- |  | ----------
|                 |  | High      
|2008             |  |           
|First Quarter    |  | $0.30     
|Second Quarter   |  | $0.50     
|Third Quarter    |  | $0.20     
|Fourth Quarter * |  | $0.25     

8

---



|2007           |  |       |      
|-------------- |  | ----- | -----
|First Quarter  |  | N/A   | N/A  
|Second Quarter |  | N/A   | N/A  
|Third Quarter  |  | N/A   | N/A  
|Fourth Quarter |  | $0.80 | $0.20

(b) Holders:

There were approximately 67 stockholders of record of our Common Stock as of June 20, 2008.

(c) Dividend:

We have not declared any cash dividends and do not intend to declare or pay any cash dividends in the foreseeable future.

ITEM 6. PLAN OF OPERATION

PLAN OF OPERATION

GENERAL

Our plan is to seek, investigate, and consummate a merger or other business combination, purchase of assets or other strategic transaction (i.e. a merger) with a corporation, partnership, limited liability company or other
operating business entity (a Merger Target) desiring the perceived advantages of becoming a publicly reporting and publicly held corporation. We have no operating business, and conduct minimal operations necessary to meet regulatory
requirements. Our ability to commence any operations is contingent upon obtaining adequate financial resources.

We are not currently engaged in any business activities that provide cash flow.  The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with money in our
treasury.

During the next twelve months we anticipate incurring costs related to:

| | (i)  | filing of Exchange Act reports, and                                               
| | ---- | ----------------------------------------------------------------------------------
| | (ii) | costs relating to identifying and consummating a transaction with a Merger Target.

We believe we will be able to meet these costs through use of funds in our treasury and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors.

We may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an
established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need
substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

On August 8, 2007, Arnold P. Kling joined us as our president and Kirk M. Warshaw joined us as our chief financial officer and secretary. Messrs. Kling and Warshaw are only required to devote a small portion of their time
(less than 10%) to our affairs on a part-time or as-needed basis. No regular compensation has or will be paid to any

9

---



officer or director in their capacities as such. We do not anticipate hiring any full-time employees as long as we are seeking and evaluating business opportunities.

Since August 8, 2007, we had not incurred any material costs or expenses other than those associated with our minimal operations necessary to meet regulatory requirements.  As of March 31, 2008 we had cash on hand of
$28,972 and working capital of $14,750.Since we have no revenue or plans to generate any revenue, if our expenses exceed our cash currently on hand we will be
dependent upon loans to fund losses incurred in excess of our cash.

EQUIPMENT AND EMPLOYEES

As of March 31, 2008, we had no operating business, no equipment, and no employees. We do not intend to develop our own operating business but instead plan to merge with another operating company.

CONTINUING OPERATIONAL EXPENSES FOR THE YEARS ENDED MARCH 31, 2008 and 2007

During the year ended March 31, 2008, we incurred $372,701 of continuing operating expenses and for the year ended March 31, 2007, our continuing operating expenses were $1,034,978.  During both periods the expenses
resulted primarily from accounting/auditing, legal and SEC report filing expenses.

ITEM 7. FINANCIAL STATEMENTS

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

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

None.

ITEM 8A(T). CONTROLS AND PROCEDURES.

(a) Evaluation of Disclosure Controls and Procedures

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

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

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

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our management assessed the effectiveness of our
internal control over financial reporting as of March 31, 2008. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.
Our management has concluded that, as of March 31, 2008, our internal control over financial reporting is effective based on these criteria. This annual report does not include an attestation report of our registered public accounting firm regarding
internal control over financial reporting. Managements report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only managements report in this annual
report.

(c) Changes in Internal Control over Financial Reporting

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

ITEM 8B. OTHER INFORMATION

None.

10

---



PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

The following table sets forth information concerning our officers and sole director as of June 20, 2008:

|Name            | Age    |  | Title                                
|--------------- | ------ |  | -------------------------------------
|--------        | ------ |  | -------                              
|Arnold P. Kling | 50     |  | President and director               
|Kirk M. Warshaw | 50     |  | Chief financial officer and secretary

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

Kirk M. Warshaw. Mr. Warshaw has served as our chief financial officer and secretary since August 2007. Mr. Warshaw is a financial professional who, since 1990, has provided clients
in a multitude of different industries with advice on accounting, corporate finance, and general business matters. Prior to starting his own consulting firm, from 1983 to 1990, he held the various titles of controller, chief financial officer,
president, and chief executive officer at three separate financial institutions in New Jersey. From 1980 through 1983, Mr. Warshaw was a Senior Accountant at the public accounting firm of Deloitte, Haskins & Sells. Mr. Warshaw is a 1980 graduate
of Lehigh University and has been a CPA in New Jersey since 1982. Mr. Warshaw is currently the chief financial officer of Twin Lakes Delaware, Inc., R&R Acquisition, III, Inc., R&R Acquisition, V, Inc., R&R Acquisition, VI, Inc.,
R&R

11

---



Acquisition, VII, Inc., and R&R Acquisition, VIII, Inc. R&R Acquisition IX, Inc., R&R Acquisition X, Inc., Rodman International Enterprises I, Ltd., Rodman International Enterprise II, Ltd., and Rodman
International Enterprise III, Ltd. (each a publicly reporting, non-trading company), Mattmar Minerals, Inc. (OTCBB:MTTM), and a director and the chief financial officer of 24Holdings Inc. (OTCBB:TWFH), and a director of two privately owned entities.

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

Compensation and Audit Committees

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

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent of our Common Stock (collectively, the Reporting Persons) to report their
ownership of and transactions in our Common Stock to the SEC. Copies of these reports are also required to be supplied to us. To our knowledge, during the fiscal year ending March 31, 2008 the Reporting Persons complied with all applicable Section
16(a) reporting requirements.

Code of Ethics

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

ITEM 10. EXECUTIVE COMPENSATION.

Mr. Kling is our sole director and Mr. Kling and Mr. Warshaw are our only officers. Neither receives any regular compensation for their services rendered on our behalf.

Since August 5, 2007 we have paid no cash compensation to our officers or sole director. No officer or director is required to make any specific amount or percentage of his business time available to us.

While we do not presently anticipate engaging the services of professional firms that specialize in finding business acquisitions on any formal basis, we may engage such firms in the future, in which event we may be
required to pay a finders fee or other compensation. We do not have any incentive or stock option plan in effect.

Director Compensation

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

Employment AgreementsWe are not a party to any employment agreements.

12

---



ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information as of June 20, 2008 regarding the number and percentage of our Common Stock (being our only voting securities) beneficially owned by each officer and the sole director,
each person (including any group as that term is used in Section 13(d)(3) of the Exchange Act) known by us to own 5% or more of our Common Stock, and all officers and the sole director as a group.

|                                                          |  | Shares of    |  |               |  
|--------------------------------------------------------- |  | ------------ |  | ------------- | -
|                                                          |  | Common Stock |  |               |  
|                                                          |  | Beneficially |  | Percentage of
|Name of Beneficial Owner                                  |  | Owned (1)    |  | Ownership    
|R&R Biotech Partners, LLC                                 |  |              |  |               |  
|1270 Avenue of the Americas  16thFloor                   |  |              |  |               |  
|New York, NY 10020                                        |  |              |  |               |  
|Attention: Thomas Pinou, CFO                              |  | 47,547,183   |  | 71.9          | %
|                                                         
|Moyo Partners, LLC (2)                                    |  |              |  |               |  
|c/o Arnold P. Kling                                       |  |              |  |               |  
|712 Fifth Avenue  11thFloor                              |  |              |  |               |  
|New York, NY 10019                                        |  | 11,886,796   |  | 18.0          | %
|                                                         
|Arnold P. Kling (2)                                       |  |              |  |               |  
|712 Fifth Avenue  11thFloor                              |  |              |  |               |  
|New York, NY 10019                                        |  | 11,886,796   |  | 18.0          | %
|                                                         
|Kirk M. Warshaw                                           |  |              |  |               |  
|47 School Avenue                                          |  |              |  |               |  
|Chatham, NJ 07928                                         |  | -            |  | -             |  
|                                                         
|                                                         
|All Officers and the sole director (2 persons) as a group |  | 11,886,796   |  | 18.0          | %

(1) Unless otherwise indicated, we have been advised that all individuals or entities listed have the sole power to vote and dispose of the number of shares set forth opposite their names. For purposes of computing the
  number and percentage of shares beneficially owned by a security holder, any shares which such person has the right to acquire within 60 days of June 20, 2008 are deemed to be outstanding, but those shares are not deemed to be outstanding for the
  purpose of computing the percentage ownership of any other security holder. (2) Arnold P. Kling, our president and sole director, controls Moyo Partners, LLC and therefore is the beneficial owner of the shares held by this entity.


We currently do not have any equity compensation plans.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Our Board consists solely of Arnold Kling. He is not independent as such term is defined by a national securities exchange or an inter-dealer quotation system. During the fiscal year ended March 31, 2008, R&R Biotech
Partners, LLC contributed an aggregate of $110,000 of capital to us.

13

---



ITEM 13. EXHIBITS

|Exhibit |  |                                                                                                   
|------- |  | --------------------------------------------------------------------------------------------------
|No.     |  | Description                                                                                       
|3.1     |  | Certificate of Designations, Rights and Preferences of Series A Preferred Stock of the Company (1)
|3.2     |  | Amended and Restated Certificate of Incorporation (2)                                             
|3.3     |  | Certificate of Amendment of the Certificate of Incorporation effective as of October 19, 2007 (3) 
|3.4     |  | By-Laws (2)                                                                                       
|10.1    |  | 2006 Stock Incentive Plan (2)                                                                     
|10.2    |  | Stock Purchase Agreement dated August 8, 2007 among the Company, Moyo Partners, LLC and           
|        |  | R&R Biotech Partners, LLC (1)                                                                     
|31.1    |  | Chief Executive Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002*  
|31.2    |  | Chief Financial Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002*  
|32.1    |  | Chief Executive Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002.* 
|32.2    |  | Chief Financial Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002.* 



*Included herewith

| | (1) | Previously filed as an Exhibit in the companys Current Report on Form 8-K, filed on August 10, 2007, and incorporated herein by reference.                                      
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (2) | Previously filed as an Exhibit in the companys registration statement on Form SB-2 (Registration No. 333- 135495), filed on June 30, 2006, and incorporated herein by reference.
|
| | (3) | Previously filed as an Exhibit in the companys quarterly report on Form 10-QSB for the period ended December 31, 2007, and incorporated herein by this reference.               

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES:

We incurred audit and financial statement review fees totaling $18,000 and $40,180 to Malone & Bailey, PC, our current independent accountants, for the years ended March 31, 2008 and 2007,
respectively.

AUDIT-RELATED FEES:

NONE.TAX FEES:NONE.ALL OTHER FEES:

NONE.

AUDIT COMMITTEE POLICIES AND PROCEDURES:

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

14

---



SIGNATURES

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

|                    |  | NEWTOWN LANE MARKETING, INCORPORATED.
|------------------- |  | -------------------------------------
|Date: June 20, 2008 |  |                                      
|                    |  |                                      
|                    |  | By:/s/Arnold
P. Kling                
|                    |  | Arnold P. Kling, President           

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

|Date: June 20, 2008 |  |                                             
|------------------- |  | --------------------------------------------
|                   
|                   
|                    |  | /s/Arnold P. Kling                          
|                    |  | Arnold P. Kling, President and Sole Director
|                    |  | (Principal Executive Officer)               
|                   
|                   
|                   
|Date: June 20, 2008 |  |                                             
|                   
|                   
|                    |  | /s/Kirk M. Warshaw                          
|                    |  | Kirk M. Warshaw, Chief Financial Officer    
|                    |  | (Principal Financial and Accounting Officer)

15

---



NEWTOWN LANE MARKETING, INCORPORATED.INDEX

|Report of Independent Registered
        Public Accounting Firm                       | F-2
|------------------------------------------------------------------------------------- | ---
|                                                                                      |    
|Financial Statements:                                                                 |    
|Balance Sheets as of March
        31, 2008 and 2007                                  | F-3
|                                                                                      |    
|Statements of Expenses for
        the Years Ended March 31, 2008 and 2007            |    
|and for the period from September
        26, 2005 (Inception) through March 31, 2008 | F-4
|                                                                                      |    
|Statement of Changes in Stockholders Equity
        (Deficit) for the period from    |    
|September 26, 2005 (Inception)
        through March 31, 2008                         | F-5
|                                                                                      |    
|Statements of Cash Flows
        for the Years Ended March 31, 2008 and 2007 and for  |    
|the period from September
        26, 2005 (Date of Inception) to March 31, 2008      | F-6
|                                                                                      |    
|Notes to Financial Statements                                                         | F-7



F-1

---



REPORT OF INDEPENDENT REGISTERED PUBLIC
    ACCOUNTING FIRM

To the Board of Directors(a Development Stage Company)Newtown Lane Marketing, IncorporatedChatham, New Jersey

We have audited the accompanying balance
    sheet of Newtown Lane Marketing, Incorporated (the Company) (a
    Development Stage Company) as of March 31, 2008 and 2007 and the related
    statements of expenses, cash flows and changes in shareholders deficit
    for the years then ended and for the periods from September 26, 2005 (inception)
    through March 31, 2008. These financial statements are the responsibility
    of the Companys management. Our responsibility is to express an opinion
    on these financial statements based on our audit.

We conducted our audits in accordance with
    standards of the Public Company Accounting Oversight Board (United States).
    Those standards require that we plan and perform the audit to obtain reasonable
    assurance about whether the financial statements are free of material misstatement.
    An audit includes examining, on a test basis, evidence supporting the amounts
    and disclosures in the financial statements. An audit also includes assessing
    the accounting principles used and significant estimates made by management,
    as well as evaluating the overall financial statement presentation. We believe
    that our audits provide 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 the Company as of March 31, 2008, and the results of its operations
    and its cash flows for the periods described in conformity with accounting
    principles generally accepted in the United States of America.

The accompanying consolidated financial statements
    have been prepared assuming that the Company will continue as a going concern.
    As discussed in Note 3 to the consolidated financial statements, the Company
    has suffered recurring losses from operations which raises substantial doubt
    about its ability to continue as a going concern. Managements plans
    regarding those matters also are described in Note 3. The consolidated financial
    statements do not include any adjustments that might result from the outcome
    of this uncertainty.

|/s/
        Malone & Bailey, PC
|-------------------------------
|Malone & Bailey,
        PC    
|www.malonebailey.com           
|Houston, Texas                 
|June 18, 2008                  

F-2

---



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

|ASSETS                                                                       |  | March 31, |            |   |  | March 31, |           
|---------------------------------------------------------------------------- |  | --------- | ---------- | - |  | --------- | ----------
|                                                                             |  | 2008      |            |   |  | 2007      |           
|Current Assets                                                               |  |           |            |   |  |           |           
|Cash
        and cash equivalents                                            |  | $         | 28,972     |   |  | $         | 281,067   
|Total
        current Assets                                                 |  |           | 28,972     |   |  |           | 281,067   
|                                                                            
|Non-current assets
        from discontinued operations                      |  |           | -          |   |  |           | 3,367     
|                                                                            
|TOTAL ASSETS                                                                 |  | $         | 28,972     |   |  | $         | 284,434   
|                                                                            
|LIABILITIES
        AND STOCKHOLDERS EQUITY (DEFICIT)                       |  |           |            |   |  |           |           
|                                                                            
|CURRENT LIABILITIES                                                          |  |           |            |   |  |           |           
|Accounts
        payable and accrued expenses                                |  | $         | 14,222     |   |  | $         | 94,323    
|Accrued
        interest payable                                             |  |           | -          |   |  |           | 118,513   
|Convertible
        notes payable, net of unamortized discount               |  |           | -          |   |  |           | 889,277   
|                                                                            
|TOTAL CURRENT
        LIABILITIES                                            |  |           | 14,222     |   |  |           | 1,102,113 
|                                                                            
|STOCKHOLDERS EQUITY
        (DEFICIT)                                       |  |           |            |   |  |           |           
|Preferred stock, $0.001
        par value, 1,000,000 shares authorized,      |  |           |            |   |  |           |           
|none
        issued and outstanding                                          |  |           | -          |   |  |           | -         
|Convertible,
        Series A Preferred stock, $0.001 par value, 500 shares  |  |           |            |   |  |           |           
|authorized,
        none issued and outstanding                              |  |           | -          |   |  |           | -         
|Common stock, $0.001
        par value; 100,000,000 shares authorized,       |  |           |            |   |  |           |           
|66,037,750
        and 5,232,784 shares issued and outstanding, respectively |  |           | 66,038     |   |  |           | 5,233     
|Additional paid-in
        capital                                           |  | 1,813,176 |            |   |  | 665,170   |           
|Deficit accumulated
        during the development period                    |  |           | (1,864,464 | ) |  |           | (1,488,082
|                                                                            
|TOTAL STOCKHOLDERS EQUITY
        (DEFICIT)                                 |  |           | 14,750     |   |  |           | (817,679  
|                                                                            
|TOTAL LIABILITIES
        AND STOCKHOLDERS EQUITY (DEFICIT)                 |  | $         | 28,972     |   |  | $         | 284,434   

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

F-3

---



NEWTOWNLANEMARKETING,INCORPORATED(ADevelopmentStageCompany)STATEMENTSOFEXPENSES

|                                                                |  |   |             |   |  |   |             |   |  |   | September 26, 2005     |  
|--------------------------------------------------------------- |  | - | ----------- | - |  | - | ----------- | - |  | - | ---------------------- | -
|                                                                |  |   | Years Ended |   |  |   | (Inception) |  
|                                                                |  |   | March 31,   |   |  |   | Through     |  
|                                                                |  |   | 2008        |   |  |   | 2007        |   |  |   | March
        31, 2008 |  
|Expenses                                                        |  |   |             |   |  |   |             |   |  |   |                        |  
|Selling,
        general and administrative                     |  | $ | 278,633     |   |  | $ | 878,397     |   |  | $ | 1,421,582              |  
|Interest
        expense, net                                   |  |   | 94,068      |   |  |   | 156,581     |   |  |   | 288,046                |  
|Total
        expense                                           |  |   | 372,701     |   |  |   | 1,034,978   |   |  |   | 1,709,628              |  
|Loss
        from continuing operations                         |  |   | (372,701    | ) |  |   | (1,034,978  | ) |  |   | (1,709,628             | )
|                                                               
|Loss from discontinued
        operations                       |  |   | (3,681      | ) |  |   | (89,630     | ) |  |   | (154,836               | )
|                                                               
|Net
        loss                                                |  | $ | (376,382    | ) |  | $ | (1,124,608  | ) |  | $ | (1,864,464             | )
|                                                               
|Net loss per
        share - basic and diluted                  |  |   |             |   |  |   |             |   |  |   |                        |  
|Continuing
        operations                                   |  | $ | (0.01       | ) |  | $ | (0.20       | ) |  |   |                        |  
|Discontinued
        operations                                 |  | $ | (0.00       | ) |  | $ | (0.02       | ) |  |   |                        |  
|Net
        loss                                                |  | $ | (0.01       | ) |  | $ | (0.22       | ) |  |   |                        |  
|                                                               
|Weighted average
        shares outstanding - basic and diluted |  |   | 30,981,285  |   |  |   | 5,061,416   |   |  |   |                        |  

Theaccompanyingnotes
    are anintegralpart
    of thesefinancialstatements.

F-4

---



NEWTOWNLANEMARKETING,INCORPORATED(ADevelopmentStageCompany)STATEMENTOFCHANGESINSTOCKHOLDERSEQUITY(DEFICIT)For the Period fromSeptember26,
    2005(Inception)throughMarch
    31, 2008

|                                                          |  |                               |   |                      |        |    |         |        |            |  |             |        |  |         |            |   |  |       | Deficit       |   |  |           |            |  
|--------------------------------------------------------- |  | ----------------------------- | - | -------------------- | ------ | -- | ------- | ------ | ---------- |  | ----------- | ------ |  | ------- | ---------- | - |  | ----- | ------------- | - |  | --------- | ---------- | -
|                                                          |  |                               |   |                      |        |    |         |        |            |  |             |        |  |         |            |   |  |       | Accumulated   |   |  |           | Total      |  
|                                                          |  | Convertible,
        Series A |   |                      |        |    |         |        |            |  | Additional  |        |  |         | During the |   |  |       | Stockholders |  
|                                                          |  | Preferred
        Stock       |   | Common
        Stock |        |    | Paid-in |        |            |  | Development |        |  |         | Equity     |  
|                                                          |  | Shares                        |   |                      | Amount |    |         | Shares |            |  | Amount      |        |  | Capital |            |   |  | Stage |               |   |  | (Deficit) |           
|                                                         
|Founders shares
        issued at inception               |  | -                             |   |                      | $      | -  |         |        | 3,350,000  |  | $           | 3,350  |  | $       | 71,650     |   |  | $     | -             |   |  | $         | 75,000     |  
|Stock issued
        for services                         |  | -                             |   |                      |        | -  |         |        | 350,000    |  |             | 350    |  |         | 8,400      |   |  |       | -             |   |  |           | 8,750      |  
|Stock issued
        in connection with convertible notes |  | -                             |   |                      |        | -  |         |        | 548,584    |  |             | 549    |  |         | 159,454    |   |  |       | -             |   |  |           | 160,003    |  
|Net loss                                                  |  | -                             |   |                      |        | -  |         |        | -          |  |             | -      |  |         | -          |   |  |       | (363,474      | ) |  |           | (363,474   | )
|Balances at March
        31, 2006                        |  | -                             |   |                      |        | -  |         |        | 4,248,584  |  |             | 4,249  |  |         | 239,504    |   |  |       | (363,474      | ) |  |           | (119,721   | )
|                                                         
|Accrued consulting
        fees converted to stock        |  | -                             |   |                      |        | -  |         |        | 259,200    |  |             | 259    |  |         | 64,541     |   |  |       | -             |   |  |           | 64,800     |  
|Stock issued
        for services to founders             |  | -                             |   |                      |        | -  |         |        | 600,000    |  |             | 600    |  |         | 149,400    |   |  |       | -             |   |  |           | 150,000    |  
|Transfer of officers
        shares                      |  | -                             |   |                      |        | -  |         |        | -          |  |             | -      |  |         | 78,750     |   |  |       | -             |   |  |           | 78,750     |  
|Issuance of stock
        options                         |  | -                             |   |                      |        | -  |         |        | -          |  |             | -      |  |         | 83,100     |   |  |       | -             |   |  |           | 83,100     |  
|Stock issued
        in exchange for options              |  | -                             |   |                      |        | -  |         |        | 125,000    |  |             | 125    |  |         | 49,875     |   |  |       | -             |   |  |           | 50,000     |  
|Net loss                                                  |  | -                             |   |                      |        | -  |         |        | -          |  |             | -      |  |         | -          |   |  |       | (1,124,608    | ) |  |           | (1,124,608 | )
|Balances at March
        31, 2007                        |  | -                             |   |                      |        | -  |         |        | 5,232,784  |  |             | 5,233  |  |         | 665,170    |   |  |       | (1,488,082    | ) |  |           | (817,679   | )
|                                                         
|Stock transferred
        for services                    |  | -                             |   |                      |        | -  |         |        | -          |  |             | -      |  |         | 19,000     |   |  |       | -             |   |  |           | 19,000     |  
|Stock issued
        to retire debt and accrued interest  |  | -                             |   |                      |        | -  |         |        | 1,370,987  |  |             | 1,371  |  |         | 478,440    |   |  |       | -             |   |  |           | 479,811    |  
|Stock issued
        for cash proceeds                    |  | 500                           |   |                      |        | 1  |         |        | 22,396,229 |  |             | 22,396 |  |         | 577,603    |   |  |       | -             |   |  |           | 600,000    |  
|Series A Preferred
        stock converted                |  | (500                          | ) |                      |        | (1 | )       |        | 37,037,750 |  |             | 37,038 |  |         | (37,037    | ) |  |       | -             |   |  |           | -          |  
|Contributed Capital                                       |  | -                             |   |                      |        | -  |         |        | -          |  |             | -      |  |         | 110,000    |   |  |       | -             |   |  |           | 110,000    |  
|Net loss                                                  |  | -                             |   |                      |        | -  |         |        | -          |  |             | -      |  |         | -          |   |  |       | (376,382      | ) |  |           | (376,382   | )
|Balances at March
        31, 2008                        |  | -                             |   |                      | $      | -  |         |        | 66,037,750 |  | $           | 66,038 |  | $       | 1,813,176  |   |  | $     | (1,864,464    | ) |  | $         | 14,750     |  

Theaccompanyingnotes
    are anintegralpart
    of thesefinancialstatements.

F-5

---



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

|                                                                    |  |   |                               |   |  |   |             |   |  |   | September 26, 2005     |  
|------------------------------------------------------------------- |  | - | ----------------------------- | - |  | - | ----------- | - |  | - | ---------------------- | -
|                                                                    |  |   | Years Ended March
        31, |   |  |   | (Inception) |  
|                                                                    |  |   |                               |   |  |   |             |   |  |   | Through                |  
|                                                                    |  |   | 2008                          |   |  |   | 2007        |   |  |   | March
        31, 2008 |  
|                                                                   
|CASH FLOWS FROM
        OPERATING ACTIVITIES                        |  |   |                               |   |  |   |             |   |  |   |                        |  
|Net loss                                                            |  | $ | (376,382                      | ) |  | $ | (1,124,608  | ) |  | $ | (1,864,464             | )
|Net loss from
        discontinued operations                       |  |   | (3,681                        | ) |  |   | (89,630     | ) |  |   | (154,836               | )
|Net loss from
        continuing operations                         |  |   | (372,701                      | ) |  |   | (1,034,978  | ) |  |   | (1,709,628             | )
|Adjustments to
        reconcile net loss to cash used in operating |  |   |                               |   |  |   |             |   |  |   |                        |  
|activities:                                                         |  |   |                               |   |  |   |             |   |  |   |                        |  
|Share
        based compensation                                    |  |   | 19,000                        |   |  |   | 361,850     |   |  |   | 389,600                |  
|Amortization
        of debt discount                               |  |   | 70,723                        |   |  |   | 72,248      |   |  |   | 160,003                |  
|Changes
        in operating assets and liabilities:                |  |   |                               |   |  |   |             |   |  |   |                        |  
|Increase
        (decrease) in accounts payable and accruals        |  |   | (53,773                       | ) |  |   | 147,008     |   |  |   | 223,863                |  
|NET CASH USED
        IN OPERATING ACTIVITIES                       |  |   | (336,751                      | ) |  |   | (453,872    | ) |  |   | (936,162               | )
|                                                                   
|                                                                   
|CASH FLOWS FROM
        FINANCING ACTIVITIES                        |  |   |                               |   |  |   |             |   |  |   |                        |  
|Issuance
        of notes payable                                   |  |   | -                             |   |  |   | -           |   |  |   | 799,997                |  
|Principal
        payments made on notes payable                    |  |   | (625,030                      | ) |  |   | -           |   |  |   | (625,030               | )
|Proceeds
        from issuance of common and preferred stock        |  |   | 600,000                       |   |  |   | -           |   |  |   | 835,003                |  
|Contributed
        capital                                         |  |   | 110,000                       |   |  |   | -           |   |  |   | 110,000                |  
|NET CASH PROVIDED
        BY FINANCING ACTIVITIES                   |  |   | 84,970                        |   |  |   | -           |   |  |   | 1,119,970              |  
|                                                                   
|DISCONTINUED
        OPERATIONS                                     |  |   |                               |   |  |   |             |   |  |   |                        |  
|Discontinued
        operating activities                           |  |   | (314                          | ) |  |   | (88,957     | ) |  |   | (125,796               | )
|Discontinued
        investing activities                           |  |   | -                             |   |  |   | (4,040      | ) |  |   | (29,040                | )
|NET CASH USED
        IN DISCONTINUED OPERATIONS                    |  |   | (314                          | ) |  |   | (92,997     | ) |  |   | (154,836               | )
|                                                                   
|NET CHANGE IN
        CASH AND CASH EQUIVALENTS                     |  |   | (252,095                      | ) |  |   | (546,869    | ) |  |   | 28,972                 |  
|                                                                   
|CASH AND CASH
        EQUIVALENTS AT BEGINNING OF                   |  |   |                               |   |  |   |             |   |  |   |                        |  
|PERIOD                                                              |  |   | 281,067                       |   |  |   | 827,936     |   |  |   | -                      |  
|CASH AND CASH
        EQUIVALENTS AT END OF PERIOD                  |  | $ | 28,972                        |   |  | $ | 281,067     |   |  | $ | 28,972                 |  
|                                                                   
|SUPPLEMENTAL
        DISCLOSURE OF CASH FLOWS                       |  |   |                               |   |  |   |             |   |  |   |                        |  
|INFORMATION                                                         |  |   |                               |   |  |   |             |   |  |   |                        |  
|Interest
        paid                                               |  | $ | -                             |   |  | $ | -           |   |  | $ | -                      |  
|Income
        taxes                                                |  |   | -                             |   |  |   | -           |   |  |   | -                      |  
|Non-cash Transactions                                               |  |   |                               |   |  |   |             |   |  |   |                        |  
|Issuance
        of common stock for accounts payable               |  | $ | -                             |   |  | $ | 64,800      |   |  | $ | 64,800                 |  
|Conversion
        of Series A Preferred stock                      |  |   | 37,038                        |   |  |   | -           |   |  |   | 37,038                 |  
|Issuance
        of common stock for debt and accrued interest      |  |   | 479,811                       |   |  |   | -           |   |  |   | 479,811                |  

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

F-6

---



NEWTOWN LANE MARKETING, INCORPORATED(A Development Stage Company)NOTES TO FINANCIAL STATEMENTS

NOTE 1 - DESCRIPTION OF COMPANY:THE COMPANYS HISTORY

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

CHANGE OF OWNERSHIP TRANSACTIONS

On August 8, 2007 (the Effective
    Date), we entered into and closed a Stock Purchase Agreement (the Purchase
    Agreement) with Moyo Partners, LLC, a New York limited liability company
    (Moyo) and R&R Biotech Partners, LLC, a Delaware limited
    liability company (R&R collectively with Moyo, the Purchasers),
    pursuant to which we sold to them, in the aggregate, twenty two million three
    hundred ninety six thousand two hundred twenty nine (22,396,229) shares of
    our common stock, par value $0.001 per share(Common
    Stock) andfive
    hundred (500)sharesof
    newly created Series A Convertible Preferred Stock, par value $0.001
    per share (the Preferred Stock), each share convertible at the
    option of the holder into seventy four thousand seventy-five and one-half
    (74,075.5) shares of Common Stock, for aggregate grossproceeds
    to us of $600,000. The shares of Preferred Stock were convertible only
    to the extent there were sufficient number of shares of Common Stock available
    for issuance upon any such conversion.

On the Effective Date: (i) the Purchasers
    acquired control of Newtown, with (a) R&R acquiring forty seven million
    five hundred forty seven thousand one hundred eighty three (47,547,183) shares
    of Common Stock (assuming the conversion by R&R of the four hundred (400)
    shares of Preferred Stock it acquired pursuant to the Purchase Agreement
    into twenty nine million six hundred thirty thousand two hundred (29,630,200)
    shares of Common Stock) constituting 72% of the then issued and outstanding
    shares of Common Stock, and (b) Moyo acquiring eleven million eight hundred
    eighty six thousand seven hundred ninety six (11,886,796) (assuming the conversion
    by Moyo of its one hundred (100) shares of Preferred Stock it acquired pursuant
    to the Purchase Agreement into seven million four hundred seven thousand
    five hundred fifty (7,407,550) shares of Common Stock) constituting 18% of
    the then issued and outstanding shares of Common Stock; and (ii) in full
    satisfaction of our obligations under outstanding convertible promissory
    notes in the principal amount of $960,000 (the December Notes),
    the Note holders of the December Notes converted an aggregate of $479,811
    of principal and accrued interest into 1,370,987 shares of Common Stock and
    accepted a cash payment from us in the aggregate amount of $625,030 for
    the remaining principal balance.

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

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

F-7

---



sole director and president.

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

On December 19, 2007, the holders
    of all the issued and outstanding shares of Preferred Stock elected to convert
    all of their Preferred Stock into shares of Common Stock. As a result, the
    500 shares of Preferred Stock outstanding were exchanged for 37,037,750 shares
    of Common Stock.

As of March 31, 2008, our authorized
    capital stock consists of 100,000,000 shares of Common Stock and 1,000,000
    shares of Preferred Stock of which 66,037,750 shares of Common Stock, and
    no shares of Preferred Stock, were issued and outstanding. All shares of
    Common Stock currently outstanding are validly issued, fully paid and non-assessable.

THE COMPANY TODAY

Since the Effective Date, our purpose
    has been to serve as a vehicle to acquire an operating business and we are
    currently considered a shell company inasmuch as we are not generating
    revenues, do not own an operating business, and have no specific plan other
    than to engage in a merger or acquisition transaction with a yet-to-be identified
    operating company or business. We have no employees and no material assets.

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING
    POLICIES:

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

Use of Estimates - The preparation
    of financial statements in conformity with accounting principles generally
    accepted in the United States of America requires management to make estimates
    and assumptions that affect the reported amounts of assets and liabilities
    and disclosure of contingent assets and liabilities at the date of the financial
    statements and reported amounts of revenue and expenses during the reporting
    period. Actual results could differ from those estimates.

Fair Value of Financial Instruments
    - Pursuant to SFAS No. 107, Disclosures About Fair Value of Financial
    Instruments, we are required to estimate the fair value of all financial
    instruments included on our balance sheet as of December 31, 2007. We consider
    the carrying value of accrued expenses in the financial statements to approximate
    their face value.

Embedded Conversion Features - Newtown
    evaluates embedded conversion features within convertible debt and convertible
    preferred stock under paragraph 12 of SFAS 133 and EITF

F-8

---



00–19 to determine whether the
    embedded conversion feature should be bifurcated from the host instrument
    and accounted for as a derivative at fair value with changes in fair value
    recorded in earnings. If the conversion feature does not require derivative
    treatment under SFAS 133 and EITF 00–19, the instrument is evaluated
    under EITF 98–5 and EITF 00–27 for consideration of any beneficial
    conversion feature.

Statements of Cash Flows - For purposes
    of the statements of cash flows we consider all highly liquid investments
    purchased with a remaining maturity of three months or less to be cash equivalents.

Income Taxes - The asset and liability
    method is used in accounting for income taxes. Under this method, deferred
    tax assets and liabilities are recognized for operating loss and tax credit
    carry forwards and for the future tax consequences attributable to differences
    between the financial statement carrying amounts of existing assets and liabilities
    and their respective tax bases. Deferred tax assets and liabilities are measured
    using enacted tax rates expected to apply to taxable income in the years
    in which those temporary differences are expected to be recovered or settled.
    The effect on deferred tax assets and liabilities of a change in tax rates
    is recognized in the results of operations in the period that includes the
    enactment date. A valuation allowance is recorded to reduce the carrying
    amounts of deferred tax assets unless it is more likely than not that such
    assets will be realized.

Financial Instruments - The estimated
    fair values of all reported assets and liabilities which represent financial
    instruments, none of which are held for trading purposes, approximate their
    carrying value because of the short term maturity of these instruments or
    the stated interest rates are indicative of market interest rates.

Reclassifications - Certain prior
    year amounts have been reclassified to conform with the current year presentation.

Equity Based Compensation  Newtown
    adopted SFAS No. 123R, Share Based Payments. SFAS No. 123R requires
    companies to expense the value of employee stock options and similar awards
    and applies to all outstanding and vested stock-based awards.

New Accounting Pronouncements

Management believes recently issued
    accounting pronouncements will have no impact on the financial statements
    of Newtown,

NOTE 3  GOING CONCERN

As shown in the accompanying financial
    statements, we incurred net losses of $376,382 and $1,124,608 for
    the fiscal years ended March 31, 2008 and 2007, respectively, and have an
    accumulated deficit of
  $1,864,464 and working capital of $14,750 as of March 31, 2008. These
  conditions raise substantial doubt as to our ability to continue as a going
  concern. The financial statements do not include any adjustments that might
  be necessary if we are unable to continue as a going concern.

NOTE
    4 - CONVERTIBLE NOTES PAYABLE



On
    December 15, 2005 we circulated a Private Placement Memorandum ("PPM") offering
    convertible notes on the following terms: each note would have a 2 year term,
    a 10% interest rate payable in either cash or shares and a conversion rate
    of $ 0.35 per share, and each investor would be issued upon subscription,
    as an inducement to participate in the offering, a number of shares of Common
    Stock equal to 20% of his or her investment. The original PPM offered up
    to $500,000 in notes. Actual subscriptions received and accepted were for
    $960,000. If all $960,000 of notes are converted at maturity, then including
    interest and the additional shares issued upon subscription, 3,840,025 shares
    will be issued.



Such
    additional shares of common stock issued to the investors upon their subscription
    for convertible notes amounted to 548,584 shares. The relative fair value
    of these shares is $160,003 and was recorded as a debt discount and as additional
    paid in capital. The debt discount is being amortized over the term of the
    notes payable using the effective interest method. During the period from
    September 26, 2005 (inception) to March 31, 2007 a total of $89,280 was amortized
    and recorded as interest expense.



NOTE 5  STOCKHOLDERS EQUITY

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

F-9

---



On the Effective Date, we entered
    into and closed the Purchase Agreement with the Purchasers, pursuant to which
    we sold to them, in the aggregate, twenty two million three hundred ninety
    six thousand two hundred twenty nine (22,396,229) shares of our Common Stock
    andfive
    hundred (500)sharesof
    Preferred Stock, each share convertible at the option of the holder into
    seventy four thousand seventy-five and one-half (74,075.5) shares of Common
    Stock, for aggregate grossproceeds
    to us of $600,000. Preferred Stock is convertible only to the extent
    there are a sufficient number of shares of Common Stock available for issuance
    upon any such conversion.

On the Effective Date: (i) the Purchasers
    acquired control of Newtown, with (a) R&R acquiring forty seven million
    five hundred forty seven thousand one hundred eighty three (47,547,183) shares
    of Common Stock (assuming the conversion by R&R of the four hundred (400)
    shares of Preferred Stock it acquired pursuant to the Purchase Agreement
    into twenty nine million six hundred thirty thousand two hundred (29,630,200)
    shares of Common Stock) constituting 72% of the then issued and outstanding
    shares of Common Stock, and (b) Moyo acquiring eleven million eight hundred
    eighty six thousand seven hundred ninety six (11,886,796) (assuming the conversion
    by Moyo of its one hundred (100) shares of Preferred Stock it acquired pursuant
    to the Purchase Agreement into seven million four hundred seven thousand
    five hundred fifty (7,407,550) shares of Common Stock) constituting 18% of
    the then issued and outstanding shares of Common Stock; and (ii) we satisfied
    all of our then outstanding convertible promissory notes in the principal
    amount of $960,000 and all accrued interest by issuing to the Note holders
    an aggregate of 1,370,987 shares of Common Stock and paying them cash in
    the aggregate amount of
  $625,030.

On October 19, 2007, we put into effect
    the Charter Amendment. As a result of the Charter Amendment, as of October
    19, 2007, we had adequate shares of Common Stock available for issuance upon
    the conversion of all the issued and outstanding shares of Preferred Stock.

On December 19, 2007, the holders
    of all the issued and outstanding shares of Preferred Stock elected to convert
    all of their Preferred Stock into shares of Common Stock. As a result, the
    500 shares of Preferred Stock outstanding were exchanged for 37,037,750 shares
    of Common Stock.

On August 8, 2007 and March 9, 2008,
    R&R contributed to us $60,000 and $50,000, respectively. The
    proceeds were recorded to additional paid-in capital as contributed capital.

As of March 31, 2008, our authorized
    capital stock consists of 100,000,000 shares of Common Stock and 1,000,000
    shares of Preferred Stock of which 66,037,750 shares of Common Stock, and
    no shares of Preferred Stock, were issued and outstanding. All shares of
    Common Stock currently outstanding are validly issued, fully paid and non-assessable.

NOTE 6  COMMITMENTS AND CONTINGENCIES

Currently Newtown operates from the
    offices of its CFO on a rent-free basis. No amounts have been recorded for
    the use of such office space used since such rent expense is deemed to be
    insignificant.

F-10

---